UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number: 811-06318
Consulting Group Capital Markets Funds
(Exact name of registrant as specified in charter)
2000 Westchester Avenue, Purchase, NY 10577
(Address of principal executive offices) (Zip code)
CT Corp
155 Federal Street Suite 700
Boston, MA 02110
(Name and address of agent for service)
Registrant’s telephone number, including area code: (888) 454-3965
Date of fiscal year end: August 31
Date of reporting period: July 1, 2014 to June 30, 2015
Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (Sections 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant’s proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507.
Item 1. | Proxy Voting Record |
The following Series of the Registrant did not hold any voting securities and accordingly did not vote any proxies during the reporting period:
Consulting Group Capital Markets Funds - Core Fixed Income Investments
Consulting Group Capital Markets Funds - International Fixed Income Investments
Consulting Group Capital Markets Funds - Money Market Investments
Consulting Group Capital Markets Funds - Municipal Bond Investments
******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-06318 Reporting Period: 07/01/2014 - 06/30/2015 Consulting Group Capital Markets Funds ========= Consulting Group Capital Markets Funds - Core Fixed Income ========== ========= Investments ========== There is no proxy voting activity for the fund, as the fund did not hold any votable positions during the reporting period. ========== Consulting Group Capital Markets Funds - Emerging Markets ========== ========== Equity Investments ========== AAC TECHNOLOGIES HOLDINGS INC. Ticker: 02018 Security ID: G2953R114 Meeting Date: MAY 18, 2015 Meeting Type: Annual Record Date: MAY 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3a Elect Benjamin Zhengmin Pan as Director For For Management 3b Elect Koh Boon Hwee as Director For For Management 3c Elect Chang Carmen I-Hua as Director For For Management 3d Authorize Board to Fix Remuneration of For For Management Directors 4 Approve Deloitte Touche Tohmatsu as For For Management Auditors and Authorize Board to Fix Their Remuneration 5 Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights 6 Authorize Repurchase of Issued Share For For Management Capital 7 Authorize Reissuance of Repurchased For Against Management Shares -------------------------------------------------------------------------------- ADANI PORTS AND SPECIAL ECONOMIC ZONE LTD. Ticker: 532921 Security ID: Y00130107 Meeting Date: APR 19, 2015 Meeting Type: Special Record Date: MAR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Scheme of Arrangement For For Management -------------------------------------------------------------------------------- ADANI PORTS AND SPECIAL ECONOMIC ZONE LTD. Ticker: 532921 Security ID: Y00130107 Meeting Date: APR 20, 2015 Meeting Type: Court Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Composite Scheme of Arrangement For For Management -------------------------------------------------------------------------------- ADVANCED INFO SERVICE PCL Ticker: ADVANC Security ID: Y0014U183 Meeting Date: MAR 24, 2015 Meeting Type: Annual Record Date: FEB 19, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Matters to be Informed None None Management 2 Approve Minutes of Previous Meeting For For Management 3 Acknowledge Report on Operating None None Management Results for 2014 4 Accept Financial Statements For For Management 5 Approve Allocation of Income as For For Management Dividend 6 Approve KPMG Phoomchai Audit Limited For For Management as Auditors and Authorize Board to Fix Their Remuneration 7.1 Elect Allen Lew Yoong Keong as Director For Against Management 7.2 Elect Somchai Lertsutiwong as Director For For Management 7.3 Elect Yek Boon Seng as Director For For Management 8 Elect Preeya Danchaivijit as Director For For Management 9 Approve Remuneration of Directors For For Management 10 Approve Statement Concerning For For Management Prohibitive Characters in Connection with Foreign Dominance 11 Approve Issuance and Sale of Warrants For For Management to Employees of the Company and Subsidiaries 12 Approve Issuance of Shares for the For For Management Conversion of Warrants to be Issued to Directors and Employees of the Company and its Subsidiaries 13.1 Approve Issuance of Warrants to For For Management Somchai Lertsutiwong 13.2 Approve Issuance of Warrants to For For Management Suwimol Kaewkoon 13.3 Approve Issuance of Warrants to For For Management Pong-amorn Nimpoonsawat 13.4 Approve Issuance of Warrants to For For Management Vilasinee Puddhikarant 13.5 Approve Issuance of Warrants to For For Management Kriengsak Wanichnatee 13.6 Approve Issuance of Warrants to Walan For For Management Norasetpakdi 13.7 Approve Issuance of Warrants to For For Management Weerawat Kiattipongthaworn 13.8 Approve Issuance of Warrants to Issara For For Management Dejakaisaya 13.9 Approve Issuance of Warrants to For For Management Bussaya Satirapipatkul 13.10 Approve Issuance of Warrants to For For Management Pratthana Leelapanang 14 Other Business For Against Management -------------------------------------------------------------------------------- ADVANCED SEMICONDUCTOR ENGINEERING INC. Ticker: 2311 Security ID: Y00153109 Meeting Date: JUN 23, 2015 Meeting Type: Annual Record Date: APR 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve 2014 Financial Statements For For Management 2 Approve Plan on 2014 Profit For For Management Distribution 3 Approve Issuance of Ordinary New For For Management Shares to Participate in the Issuance of Global Depository Receipt, Issuance of Local Ordinary Shares or Issuance of Convertible Bonds via Private Placement 4 Amend Procedures Governing the For For Management Acquisition or Disposal of Assets 5 Amend Procedures for Lending Funds to For For Management Other Parties 6 Amend Procedures for Endorsement and For For Management Guarantees 7 Approve Amendments to Articles of For For Management Association 8.1 Elect Sheng-fu You with ID No. For For Management H101915XXX as Independent Director 8.2 Elect Ta-lin Hsu with ID No. For For Management 1943040XXX as Independent Director 8.3 Elect Mei-yueh Ho with ID No. For For Management Q200495XXX as Independent Director 8.4 Elect Jason C. S. Chang, a None Against Shareholder Representative of ASE Enterprises Ltd. with Shareholder No. 1, as Non-independent Director 8.5 Elect Richard H. P. Chang, with None Against Shareholder Shareholder No. 3, as Non-independent Director 8.6 Elect Tien Wu, a Representative of ASE None Against Shareholder Enterprises Ltd. with Shareholder No. 1, as Non-independent Director 8.7 Elect Joseph Tung, a Representative of None Against Shareholder ASE Enterprises Ltd. with Shareholder No. 1, as Non-independent Director 8.8 Elect Raymond Lo, a Representative of None Against Shareholder ASE Enterprises Ltd. with Shareholder No. 1, as Non-independent Director 8.9 Elect Jeffery Chen, a Representative None Against Shareholder of ASE Enterprises Ltd. with Shareholder No. 1, as Non-independent Director 8.10 Elect T.S. Chen, a Representative of None Against Shareholder ASE Enterprises Ltd. with Shareholder No. 1, as Non-independent Director 8.11 Elect Rutherford Chang, with None Against Shareholder Shareholder No. 372564, as Non-independent Director 9 Approve Release of Restrictions of For Against Management Competitive Activities of Newly Appointed Directors -------------------------------------------------------------------------------- AGRICULTURAL BANK OF CHINA Ticker: 601288 Security ID: Y00289119 Meeting Date: DEC 05, 2014 Meeting Type: Special Record Date: NOV 04, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Liu Shiyu as Director For For Management 2 Elect Zhao Chao as Director For For Shareholder 3 Elect Zhang Dinglong as Director For For Shareholder 4 Elect Chen Jianbo as Director For For Shareholder 5 Elect Hu Xiaohui as Director For For Shareholder 6 Elect Xu Jiandong as Director For For Shareholder -------------------------------------------------------------------------------- AGRICULTURAL BANK OF CHINA Ticker: 601288 Security ID: Y00289119 Meeting Date: JAN 15, 2015 Meeting Type: Special Record Date: DEC 15, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Zhang Yun as Director For For Management 2 Elect Lu Jianping as Director For For Management 3 Elect Che Yingxin as Supervisor For For Management 4 Approve Adjusment to the Mandate to For Against Management the Board for Disposal of Credit Assets 5 Elect Xiao Xing as Director For For Shareholder -------------------------------------------------------------------------------- AGRICULTURAL BANK OF CHINA LIMITED Ticker: 601288 Security ID: Y00289119 Meeting Date: JUN 29, 2015 Meeting Type: Annual Record Date: MAY 29, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights 2 Approve 2014 Work Report of the Board For For Management of Directors 3 Approve 2014 work Report of the Board For For Management of Supervisors 4 Approve 2014 Final Financial Accounts For For Management 5 Approve 2014 Profit Distribution Plan For For Management 6 Approve 2015 Fixed Assets Investment For For Management Budget 7 Elect Cai Huaxiang as Director For For Management 8 Elect Yuan Changqing as Shareholder For For Management Representative Supervisor 9 Elect Li Wang as External Supervisor For For Management 10 Elect Lv Shuqin as External Supervisor For For Management 11 Approve PricewaterhouseCoopers Zhong For For Management Tian LLP and PricewaterhouseCoopers as External Auditors -------------------------------------------------------------------------------- AKBANK T.A.S. Ticker: AKBNK Security ID: M0300L106 Meeting Date: MAR 26, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting and Elect Presiding For For Management Council of Meeting 2 Accept Board Report For For Management 3 Accept Audit Report For For Management 4 Accept Financial Statements For For Management 5 Approve Discharge of Board For For Management 6 Approve Allocation of Income For For Management 7 Elect Directors For Against Management 8 Approve Director Remuneration For For Management 9 Ratify External Auditors For For Management 10 Grant Permission for Board Members to For For Management Engage in Commercial Transactions with Company and Be Involved with Companies with Similar Corporate Purpose 11 Approve Upper Limit of Donations for For For Management 2015 -------------------------------------------------------------------------------- ALROSA OJSC Ticker: ALRS Security ID: X0085A109 Meeting Date: JUN 25, 2015 Meeting Type: Annual Record Date: MAY 19, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Annual Report For For Management 2 Approve Financial Statements For For Management 3 Approve Allocation of Income For For Management 4 Approve Dividends of RUB 1.47 per For For Management Share and Terms of Its Payment 5 Approve Remuneration of Non-Government For For Management Related Members of Board of Directors 6.1 Elect Gennady Alekseev as Director None Against Management 6.2 Elect Petr Alekseev as Director None Against Management 6.3 Elect Sergey Barsukov as Director None Against Management 6.4 Elect Yegor Borisov as Director None Against Management 6.5 Elect Aleksandr Galushka as Director None Against Management 6.6 Elect Maria Gordon as Director None For Management 6.7 Elect Evgenya Grigoryeva as Director None Against Management 6.8 Elect Oleg Grinko as Director None Against Management 6.9 Elect Galina Danchikova as Director None Against Management 6.10 Elect Ivan Demyanov as Director None Against Management 6.11 Elect Andrey Zharkov as Director None Against Management 6.12 Elect Valery Zhondorov as Director None Against Management 6.13 Elect Dmitry Zakharov as Director None Against Management 6.14 Elect Valentina Kondratyeva as Director None Against Management 6.15 Elect Nadezhda Kononova as Director None Against Management 6.16 Elect Aleksandr Kugayevsky as Director None Against Management 6.17 Elect Valery Maksimov as Director None Against Management 6.18 Elect Sergey Mestnikov as Director None Against Management 6.19 Elect Valentin Nikiforov as Director None Against Management 6.20 Elect Nina Osipova as Director None Against Management 6.21 Elect Anton Siluanov as Director None Against Management 6.22 Elect Andrey Sinyakov as Director None Against Management 6.23 Elect Oleg Fedorov as Director None Against Management 6.24 Elect Pavel Ulyanov as Director None Against Management 6.25 Elect Aleksey Chekunkov as Director None Against Management 7.1 Elect Anna Vasilyeva as Member of For For Management Audit Commission 7.2 Elect Andrey Glinov as Member of Audit For For Management Commission 7.3 Elect Denis Kim as Member of Audit For For Management Commission 7.4 Elect Marina Mikhina as Member of For For Management Audit Commission 7.5 Elect Viktor Pushmin as Member of For For Management Audit Commission 8 Ratify OOO FBK as Auditor for Russian For For Management Accounting Standards and ZAO PricewaterhouseCoopers as Auditor for International Financial Reporting Standards 9 Approve Related-Party Transaction Re: For For Management Liability Insurance for Directors and Executives 10 Approve Related-Party Transaction with For For Management OAO VTB Bank Re: Supplement to Loan Agreement 11 Approve Related-Party Transaction with For For Management OAO VTB Bank Re: Supplement to Loan Agreement 12 Approve Company's Membership in For For Management Association of Diamonds Producers 13 Approve New Edition of Charter For Against Management 14 Approve Regulations on General Meetings For For Management 15 Approve Regulations on Board of For For Management Directors 16 Approve Regulations on Management For For Management 17 Approve Regulations on Audit Commission For For Management 18 Approve Regulations on Remuneration of For For Management Directors 19 Approve Regulations on Remuneration of For For Management Members of Audit Commission -------------------------------------------------------------------------------- AMBEV S.A. Ticker: ABEV3 Security ID: 02319V103 Meeting Date: OCT 01, 2014 Meeting Type: Special Record Date: SEP 12, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Agreement to Absorb Londrina For For Management Bebidas Ltda. (Londrina Bebidas) 2 Appoint Independent Firm to Appraise For For Management Proposed Transaction 3 Approve Independent Firm's Appraisal For For Management 4 Approve Absorption of Londrina Bebidas For For Management 5 Amend Articles to Reflect Changes in For For Management Capital 6 Authorize Board to Ratify and Execute For For Management Approved Resolutions 7 Consolidate Bylaws For For Management -------------------------------------------------------------------------------- AMBEV S.A. Ticker: ABEV3 Security ID: 02319V103 Meeting Date: OCT 01, 2014 Meeting Type: Special Record Date: SEP 12, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Agreement to Absorb Londrina For For Management Bebidas Ltda. (Londrina Bebidas) 2 Appoint Independent Firm to Appraise For For Management Proposed Transaction 3 Approve Independent Firm's Appraisal For For Management 4 Approve Absorption of Londrina Bebidas For For Management 5 Amend Articles to Reflect Changes in For For Management Capital 6 Authorize Board to Ratify and Execute For For Management Approved Resolutions 7 Consolidate Bylaws For For Management -------------------------------------------------------------------------------- AMBEV S.A. Ticker: ABEV3 Security ID: 02319V103 Meeting Date: APR 29, 2015 Meeting Type: Annual/Special Record Date: APR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports for Fiscal Year Ended Dec. 31, 2014 2 Approve Allocation of Income and For For Management Dividends 3 Elect Fiscal Council Members For For Management 4 Ratify Remuneration for Fiscal Year For For Management 2014 and Approve Remuneration of Company's Management and Fiscal Council Members for Fiscal Year 2015 1 Amend Article 5 to Reflect Changes in For For Management Capital -------------------------------------------------------------------------------- AMBEV S.A. Ticker: ABEV3 Security ID: 02319V103 Meeting Date: APR 29, 2015 Meeting Type: Annual/Special Record Date: APR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports for Fiscal Year Ended Dec. 31, 2014 2 Approve Allocation of Income and For For Management Dividends 3 Elect Fiscal Council Members For For Management 4 Ratify Remuneration for Fiscal Year For For Management 2014 and Approve Remuneration of Company's Management and Fiscal Council Members for Fiscal Year 2015 1 Amend Article 5 to Reflect Changes in For For Management Capital -------------------------------------------------------------------------------- ANHUI CONCH CEMENT COMPANY LTD Ticker: 600585 Security ID: Y01373102 Meeting Date: MAR 10, 2015 Meeting Type: Special Record Date: FEB 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Zhao Jianguang as Director For For Management -------------------------------------------------------------------------------- ANHUI CONCH CEMENT COMPANY LTD Ticker: 600585 Security ID: Y01373102 Meeting Date: JUN 02, 2015 Meeting Type: Annual Record Date: APR 30, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Report of the Board of For For Management Directors 2 Approve Report of the Supervisory For For Management Committee 3 Approve Audited Financial Reports and For For Management International Financial Reporting Standards 4 Approve KPMG Huazhen CPA (Special For For Management General Partnership) and KPMG CPA as PRC and International (Financial) Auditors Respectively, Approve KPMG Huazhen CPA as Internal Control Auditor of the Company, and Authorize Board to Fix Their Remuneration 5 Approve Profit Appropriation Proposal For For Management 6 Approve the Guarantees Provided by the For For Management Company for the Bank Borrowings of Certain Subsidiaries and Invested Companies 7 Elect Qi Shengli as Supervisor For For Management 8 Elect Wang Pengfei as Supervisor For For Management 9 Amend Articles of Association Re: For For Management Scope of Business 10 Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights -------------------------------------------------------------------------------- ASELSAN ELEKTRONIK SANAYI VE TICARET AS Ticker: ASELS Security ID: M1501H100 Meeting Date: MAR 31, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting and Elect Presiding For For Management Council of Meeting 2 Ratify Director Appointment For For Management 3 Accept Board Report For For Management 4 Accept Audit Report For For Management 5 Accept Financial Statements For For Management 6 Approve Discharge of Board For For Management 7 Approve Allocation of Income For For Management 8 Elect Directors For Against Management 9 Approve Director Remuneration For For Management 10 Ratify External Auditors For For Management 12 Approve Upper Limit of the Donations For Against Management for 2015 13 Grant Permission to Board Members to For For Management Engage in Commercial Transactions with Company and Be Involved with Companies with Similar Corporate Purpose -------------------------------------------------------------------------------- AUROBINDO PHARMA LTD. Ticker: 524804 Security ID: Y04527142 Meeting Date: AUG 02, 2014 Meeting Type: Special Record Date: JUN 20, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Pledging of Assets for Debt For For Management -------------------------------------------------------------------------------- AUROBINDO PHARMA LTD. Ticker: 524804 Security ID: Y04527142 Meeting Date: AUG 27, 2014 Meeting Type: Annual Record Date: JUL 25, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Confirm First Interim Dividend of INR For For Management 1.25 and Second Interim Dividend of INR1.75 3 Reelect M. M. Reddy as Director For For Management 4 Elect K. N. Reddy as Director For For Management 5 Approve S.R. Batliboi & Associates LLP For For Management as Auditors and Authorize Board to Fix Their Remuneration 6 Elect M. S. Murty as Independent For For Management Director 7 Elect D. R. Reddy as Independent For Against Management Director 8 Elect K. Ragunathan as Independent For For Management Director 9 Approve Remuneration of Cost Auditors For For Management -------------------------------------------------------------------------------- AUROBINDO PHARMA LTD. Ticker: 524804 Security ID: Y04527142 Meeting Date: JAN 21, 2015 Meeting Type: Special Record Date: DEC 19, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights to Qualified Institutional Buyers -------------------------------------------------------------------------------- AUTOHOME INC. Ticker: ATHM Security ID: 05278C107 Meeting Date: NOV 21, 2014 Meeting Type: Annual Record Date: OCT 27, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Xiang Li For Against Management -------------------------------------------------------------------------------- AXIS BANK LTD. Ticker: 532215 Security ID: Y0487S137 Meeting Date: OCT 09, 2014 Meeting Type: Special Record Date: AUG 22, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Authorize Issuance of Long Term For For Management Bonds/Non-Convertible Debentures -------------------------------------------------------------------------------- AXIS BANK LTD. Ticker: 532215 Security ID: Y0487S137 Meeting Date: MAR 07, 2015 Meeting Type: Special Record Date: JAN 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect V.R. Kaundinya as Independent For For Management Director 2 Elect P.R. Menon as Independent For For Management Director 3 Elect S.K. Barua as Independent For For Management Director 4 Elect S. Mittal as Independent Director For Against Management 5 Elect I. Vittal as Independent Director For For Management 6 Elect R. Bhagat as Independent Director For For Management 7 Approve Issuance of Long Term For For Management Bonds/Non-Convertible Debentures -------------------------------------------------------------------------------- BANCO DO BRASIL S.A. Ticker: BBAS3 Security ID: P11427112 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports for Fiscal Year Ended Dec. 31, 2014 2 Approve Allocation of Income and For For Management Dividends 3 Elect Fiscal Council Members For For Management 4 Approve Remuneration of Fiscal Council For For Management Members 5 Elect Directors For Against Management 6 Approve Remuneration of Company's For For Management Management -------------------------------------------------------------------------------- BANCO DO BRASIL S.A. Ticker: BBAS3 Security ID: P11427112 Meeting Date: APR 28, 2015 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Authorize Capitalization of Reserves For For Management 2 Approve Increase in Authorized Capital For For Management 3 Amend Articles 7 and 8 to Reflect For For Management Changes in Capital -------------------------------------------------------------------------------- BANGKOK BANK PUBLIC CO. LTD Ticker: BBL Security ID: Y0606R119 Meeting Date: APR 10, 2015 Meeting Type: Annual Record Date: MAR 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Minutes of Previous Meeting For For Management 2 Acknowledge Operation Results None None Management 3 Acknowledge Audit Committee Report None None Management 4 Accept Financial Statements For For Management 5 Approve Allocation of Income and For For Management Dividend Payment 6.1 Elect Kovit Poshyananda as Director For For Management 6.2 Elect M.C. Mongkolchaleam Yugala as For For Management Director 6.3 Elect Kosit Panpiemras as Director For For Management 6.4 Elect Deja Tulananda as Director For For Management 6.5 Elect Chartsiri Sophonpanich as For For Management Director 6.6 Elect Suvarn Thansathit as Director For For Management 7 Acknowledge Remuneration of Directors None None Management 8 Approve Deloitte Touche Tohmatsu For For Management Jaiyos Audit Co., Ltd. as Auditors and Authorize Board to Fix Their Remuneration 9 Other Business For Against Management -------------------------------------------------------------------------------- BANGKOK DUSIT MEDICAL SERVICES PCL Ticker: BDMS Security ID: Y06071255 Meeting Date: APR 17, 2015 Meeting Type: Annual Record Date: MAR 26, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Minutes of Previous Meeting For For Management 2 Acknowledge Company's Performance None None Management 3 Accept Financial Statements For For Management 4 Approve Allocation of Income and For For Management Dividend Payment 5.1 Elect Arun Pausawasdi as Director For For Management 5.2 Elect Chuladej Yossundharakul as For Against Management Director 5.3 Elect Udom Kachintorn as Director For For Management 5.4 Elect Thongchai Jira-alongkorn as For For Management Director 5.5 Elect Poramaporn Prasarttong-Osoth as For For Management Director 6 Approve Remuneration of Directors For For Management 7 Approve EY Office Ltd. as Auditors and For For Management Authorize Board to Fix Their Remuneration 8 Amend Company Objectives and Amend For For Management Memorandum of Association 9 Other Business For Against Management -------------------------------------------------------------------------------- BB SEGURIDADE PARTICIPACOES S.A. Ticker: BBSE3 Security ID: P1R1WJ103 Meeting Date: APR 27, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports for Fiscal Year Ended Dec. 31, 2014 2 Approve Allocation of Income and For For Management Dividends 3 Elect Fiscal Council Members For For Management 4 Approve Remuneration of Fiscal Council For For Management Members 5 Elect Directors For For Management 6 Approve Remuneration of Directors For For Management 7 Approve Remuneration of Company's For For Management Management -------------------------------------------------------------------------------- BB SEGURIDADE PARTICIPACOES S.A. Ticker: BBSE3 Security ID: P1R1WJ103 Meeting Date: APR 27, 2015 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Bylaws For For Management -------------------------------------------------------------------------------- BB SEGURIDADE PARTICIPACOES S.A. Ticker: BBSE3 Security ID: P1R1WJ103 Meeting Date: APR 27, 2015 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Bylaws For Did Not Vote Management -------------------------------------------------------------------------------- BB SEGURIDADE PARTICIPACOES S.A. Ticker: BBSE3 Security ID: P1R1WJ103 Meeting Date: APR 27, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For Did Not Vote Management Statutory Reports for Fiscal Year Ended Dec. 31, 2014 2 Approve Allocation of Income and For Did Not Vote Management Dividends 3 Elect Fiscal Council Members For Did Not Vote Management 4 Approve Remuneration of Fiscal Council For Did Not Vote Management Members 5 Elect Directors For Did Not Vote Management 6 Approve Remuneration of Directors For Did Not Vote Management 7 Approve Remuneration of Company's For Did Not Vote Management Management -------------------------------------------------------------------------------- BM&FBOVESPA S.A. Ticker: BVMF3 Security ID: P1R0U2138 Meeting Date: MAR 30, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For Did Not Vote Management Statutory Reports for Fiscal Year Ended Dec. 31, 2014 2 Approve Allocation of Income and For Did Not Vote Management Dividends 3 Elect Directors For Did Not Vote Management 4 Approve Remuneration of Company's For Did Not Vote Management Management -------------------------------------------------------------------------------- BM&FBOVESPA S.A. Ticker: BVMF3 Security ID: P1R0U2138 Meeting Date: APR 13, 2015 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1.1 Amend Article 1 For Did Not Vote Management 1.2 Amend Article 5 to Reflect Changes in For Did Not Vote Management Capital 1.3 Amend Articles 22, 29, 32, 47, and 50 For Did Not Vote Management 1.4 Amend Article 22 For Did Not Vote Management 1.5 Amend Article 30 For Did Not Vote Management 1.6 Amend Articles 45 and 51 For Did Not Vote Management 1.7 Amend Article 46 For Did Not Vote Management 1.8 Amend Articles 22, 32, 34, 35, 46, and For Did Not Vote Management 51 -------------------------------------------------------------------------------- BRITISH AMERICAN TOBACCO (MALAYSIA) BERHAD Ticker: BAT Security ID: Y0971P110 Meeting Date: APR 27, 2015 Meeting Type: Annual Record Date: APR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Elect Mohamad Salim bin Fateh Din as For For Management Director 3 Elect James Richard Suttie as Director For For Management 4 Elect Pablo Daniel Sconfianza as For For Management Director 5 Elect Oh Chong Peng as Director For For Management 6 Approve Oh Chong Peng to Continue For For Management Office as Independent Non-Executive Director 7 Approve PricewaterhouseCoopers as For For Management Auditors and Authorize Board to Fix Their Remuneration 8 Approve Implementation of For For Management Shareholders' Mandate for Recurrent Related Party Transactions -------------------------------------------------------------------------------- BRITISH AMERICAN TOBACCO (MALAYSIA) BERHAD Ticker: BAT Security ID: Y0971P110 Meeting Date: APR 27, 2015 Meeting Type: Annual Record Date: APR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Elect Mohamad Salim bin Fateh Din as For For Management Director 3 Elect James Richard Suttie as Director For For Management 4 Elect Pablo Daniel Sconfianza as For For Management Director 5 Elect Oh Chong Peng as Director For For Management 6 Approve Oh Chong Peng to Continue For For Management Office as Independent Non-Executive Director 7 Approve PricewaterhouseCoopers as For For Management Auditors and Authorize Board to Fix Their Remuneration 8 Approve Implementation of For For Management Shareholders' Mandate for Recurrent Related Party Transactions -------------------------------------------------------------------------------- BRITISH AMERICAN TOBACCO PLC Ticker: BATS Security ID: G1510J102 Meeting Date: APR 29, 2015 Meeting Type: Annual Record Date: APR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Final Dividend For For Management 4 Appoint KPMG LLP as Auditors For For Management 5 Authorise the Audit Committee to Fix For For Management Remuneration of Auditors 6 Re-elect Richard Burrows as Director For For Management 7 Re-elect Karen de Segundo as Director For For Management 8 Re-elect Nicandro Durante as Director For For Management 9 Re-elect Ann Godbehere as Director For For Management 10 Re-elect Savio Kwan as Director For For Management 11 Re-elect Christine Morin-Postel as For For Management Director 12 Re-elect Gerry Murphy as Director For For Management 13 Re-elect Kieran Poynter as Director For For Management 14 Re-elect Ben Stevens as Director For For Management 15 Re-elect Richard Tubb as Director For For Management 16 Elect Sue Farr as Director For For Management 17 Elect Pedro Malan as Director For For Management 18 Elect Dimitri Panayotopoulos as For For Management Director 19 Authorise Issue of Equity with For For Management Pre-emptive Rights 20 Authorise Issue of Equity without For For Management Pre-emptive Rights 21 Authorise Market Purchase of Ordinary For For Management Shares 22 Approve EU Political Donations and For For Management Expenditure 23 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- CAIRN INDIA LIMITED Ticker: 532792 Security ID: Y1081B108 Meeting Date: JUL 23, 2014 Meeting Type: Annual Record Date: MAY 30, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Confirm Interim Dividend of INR 6 Per For For Management Share and Approve Final Dividend of INR 6.50 Per Share 3 Reelect P. Agarwal as Director For Against Management 4 Approve S. R. Batliboi & Co. LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 5 Elect N. Chandra as Independent For Against Management Director 6 Elect O. Goswami as Independent For Against Management Director 7 Elect A. Mehta as Independent Director For Against Management 8 Elect E.T. Story as Independent For For Management Director 9 Elect T. Jain as Director For For Management 10 Approve Remuneration of Cost Auditors For For Management -------------------------------------------------------------------------------- CATCHER TECHNOLOGY CO., LTD. Ticker: 2474 Security ID: Y1148A101 Meeting Date: JUN 09, 2015 Meeting Type: Annual Record Date: APR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve 2014 Financial Statements For For Management 2 Approve Plan on 2014 Profit For For Management Distribution 3 Approve Issuance of Ordinary Shares or For For Management Issuance of Ordinary Shares to Participate in the Issuance of Global Depository Receipt 4 Amend Rules and Procedures Regarding For For Management Shareholder's General Meeting -------------------------------------------------------------------------------- CCR S.A. Ticker: CCRO3 Security ID: P1413U105 Meeting Date: APR 16, 2015 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Article 15 For For Management 2 Amend Article 17 For For Management 3 Consolidate Bylaws For For Management -------------------------------------------------------------------------------- CCR S.A. Ticker: CCRO3 Security ID: P1413U105 Meeting Date: APR 16, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports for Fiscal Year Ended Dec. 31, 2014 2 Approve Capital Budget For For Management 3 Approve Allocation of Income and For For Management Dividends 4 Fix Number and Elect Directors For Against Management 5 Install Fiscal Council and Elect For For Management Fiscal Council Members 6 Approve Remuneration of Company's For Against Management Management -------------------------------------------------------------------------------- CCR S.A. Ticker: CCRO3 Security ID: P1413U105 Meeting Date: APR 16, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For Did Not Vote Management Statutory Reports for Fiscal Year Ended Dec. 31, 2014 2 Approve Capital Budget For Did Not Vote Management 3 Approve Allocation of Income and For Did Not Vote Management Dividends 4 Fix Number and Elect Directors For Did Not Vote Management 5 Install Fiscal Council and Elect For Did Not Vote Management Fiscal Council Members 6 Approve Remuneration of Company's For Did Not Vote Management Management -------------------------------------------------------------------------------- CCR S.A. Ticker: CCRO3 Security ID: P1413U105 Meeting Date: APR 16, 2015 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Article 15 For Did Not Vote Management 2 Amend Article 17 For Did Not Vote Management 3 Consolidate Bylaws For Did Not Vote Management -------------------------------------------------------------------------------- CEMEX LATAM HOLDINGS SA Ticker: CLH Security ID: E28096100 Meeting Date: JUN 16, 2015 Meeting Type: Annual Record Date: JUN 11, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements For For Management 2 Approve Allocation of Income For For Management 3 Approve Discharge of Board For For Management 4 Renew Appointment of KPMG Auditores as For For Management Auditor 5.1 Amend Articles Re: Company and its For For Management Share Capital 5.2 Amend Articles Re: General For For Management Shareholders Meeting 5.3 Amend Articles Re: Board of Directors For For Management 5.4 Amend Articles Re: Annual Accounts, For For Management Allocation of Income, Dissolution and Liquidation 5.5 Amend Articles Re: Final and For For Management Transitional Provisions 6.1 Amend Article 1 of General Meeting For For Management Regulations Re: Purpose and Interpretation 6.2 Amend Article 7 of General Meeting For For Management Regulations Re: Competences 6.3 Amend Articles of General Meeting For For Management Regulations Re: Convening of General Meetings, Announcement and Right to Information 6.4 Amend Articles of General Meeting For For Management Regulations Re: Attendance and Representation 6.5 Amend Articles of General Meeting For For Management Regulations Re: Meeting Location and Shareholders Office 6.6 Amend Articles of General Meeting For For Management Regulations Re: Development of General Meetings 6.7 Amend Articles of General Meeting For For Management Regulations Re: Voting and Adoption of Resolutions 6.8 Amend Article 36 of General Meeting For For Management Regulations Re: Minutes of Meeting 6.9 Amend Article 37 of General Meeting For For Management Regulations Re: Publication of Meeting Results 6.10 Remove Interim Provision of Title IX For For Management of General Meeting Regulations 7 Receive Amendments to Board of For For Management Directors Regulations 8 Advisory Vote on Remuneration Policy For For Management Report 9 Authorize Board to Ratify and Execute For For Management Approved Resolutions 10 Approve Minutes of Meeting For For Management -------------------------------------------------------------------------------- CETIP S.A. - MERCADOS ORGANIZADOS Ticker: CTIP3 Security ID: P2325R149 Meeting Date: APR 16, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For Did Not Vote Management Statutory Reports for Fiscal Year Ended Dec. 31, 2014 2 Approve Allocation of Income and For Did Not Vote Management Dividends 3 Approve Remuneration of Company's For Did Not Vote Management Management 4 Elect Independent Director For Did Not Vote Management -------------------------------------------------------------------------------- CHINA CONSTRUCTION BANK CORPORATION Ticker: 00939 Security ID: Y1397N101 Meeting Date: JUN 15, 2015 Meeting Type: Special Record Date: MAY 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Approve Type and Number of Preference For For Management Shares to be Issued 1.2 Approve Par Value and Issuance Price For For Management 1.3 Approve Maturity Date For For Management 1.4 Approve Use of Proceeds For For Management 1.5 Approve Issuance Method and Investors For For Management 1.6 Approve Profit Distribution Method for For For Management Preference Shareholders 1.7 Approve Mandatory Conversion For For Management 1.8 Approve Conditional Redemption For For Management 1.9 Approve Voting Rights Restrictions and For For Management Restoration 1.10 Approve Repayment Priority and Manner For For Management of Liquidation 1.11 Approve Rating For For Management 1.12 Approve Security For For Management 1.13 Approve Trading or Transfer Restriction For For Management 1.14 Approve Trading Arrangements For For Management 1.15 Approve Effective Period of the For For Management Resolution on Issuance of Preference Shares 1.16 Approve Preference Share Authorization For For Management 1.17 Approve Relationship between Domestic For For Management Issuance and Offshore Issuance 1.18 Approve Application and Approval For For Management Procedures to be Performed for the Issuance 2.1 Approve Type and Number of Preference For For Management Shares to be Issued 2.2 Approve Par Value and Issuance Price For For Management 2.3 Approve Maturity Date For For Management 2.4 Approve Use of Proceeds For For Management 2.5 Approve Issuance Method and Investors For For Management 2.6 Approve Profit Distribution Method for For For Management Preference Shareholders 2.7 Approve Mandatory Conversion For For Management 2.8 Approve Conditional Redemption For For Management 2.9 Approve Voting Rights Restrictions and For For Management Restoration 2.10 Approve Repayment Priority and Manner For For Management of Liquidation 2.11 Approve Rating For For Management 2.12 Approve Security For For Management 2.13 Approve Lock-up Period For For Management 2.14 Approve Effective Period of the For For Management Resolution on Issuance of Preference Shares 2.15 Approve Trading/Listing Arrangement For For Management 2.16 Approve Preference Share Authorization For For Management 2.17 Approve Relationship between Domestic For For Management Issuance and Offshore Issuance 2.18 Approve Application and Approval For For Management Procedures to be Performed for the Issuance -------------------------------------------------------------------------------- CHINA CONSTRUCTION BANK CORPORATION Ticker: 00939 Security ID: Y1397N101 Meeting Date: JUN 15, 2015 Meeting Type: Annual Record Date: MAY 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Report of Board of Directors For For Management 2 Accept Report of Board of Supervisors For For Management 3 Accept Final Financial Accounts For For Management 4 Approve Profit Distribution Plan For For Management 5 Approve Budget of 2015 Fixed Assets For For Management Investment 6 Approve Remuneration Distribution and For For Management Settlement Plan for Directors in 2013 7 Approve Remuneration Distribution and For For Management Settlement Plan for Supervisors in 2013 8 Elect Wang Hongzhang as Director For For Management 9 Elect Pang Xiusheng as Director For For Management 10 Elect Zhang Gengsheng as Director For For Management 11 Elect Li Jun as Director For For Management 12 Elect Hao Aiqun as Director For For Management 13 Elect Elaine La Roche as Director For For Management 14 Approve External Auditors For For Management 15 Approve Impact on Dilution of Current For For Management Returns of the Issuance of Preference Shares and Remedial Measures 16 Approve Shareholder Return Plan for For For Management 2015 to 2017 17 Approve Capital Plan for 2015 to 2017 For For Management 18 Amend Articles of Association For For Management 19.1 Approve Type and Number of Preference For For Management Shares to be Issued 19.2 Approve Par Value and Issuance Price For For Management 19.3 Approve Maturity Date For For Management 19.4 Approve Use of Proceeds For For Management 19.5 Approve Issuance Method and Investors For For Management 19.6 Approve Profit Distribution Method for For For Management Preference Shareholders 19.7 Approve Mandatory Conversion For For Management 19.8 Approve Conditional Redemption For For Management 19.9 Approve Voting Rights Restrictions and For For Management Restoration 19.10 Approve Repayment Priority and Manner For For Management of Liquidation 19.11 Approve Rating For For Management 19.12 Approve Security For For Management 19.13 Approve Trading or Transfer Restriction For For Management 19.14 Approve Trading Arrangements For For Management 19.15 Approve Effective Period of the For For Management Resolution on Issuance of Preference Shares 19.16 Approve Preference Share Authorization For For Management 19.17 Approve Relationship between Domestic For For Management Issuance and Offshore Issuance 19.18 Approve Application and Approval For For Management Procedures to be Performed for the Issuance 20.1 Approve Type and Number of Preference For For Management Shares to be Issued 20.2 Approve Par Value and Issuance Price For For Management 20.3 Approve Maturity Date For For Management 20.4 Approve Use of Proceeds For For Management 20.5 Approve Issuance Method and Investors For For Management 20.6 Approve Profit Distribution Method for For For Management Preference Shareholders 20.7 Approve Mandatory Conversion For For Management 20.8 Approve Conditional Redemption For For Management 20.9 Approve Voting Rights Restrictions and For For Management Restoration 20.10 Approve Repayment Priority and Manner For For Management of Liquidation 20.11 Approve Rating For For Management 20.12 Approve Security For For Management 20.13 Approve Lock-up Period For For Management 20.14 Approve Effective Period of the For For Management Resolution on Issuance of Preference Shares 20.15 Approve Trading/Listing Arrangement For For Management 20.16 Approve Preference Share Authorization For For Management 20.17 Approve Relationship between Domestic For For Management Issuance and Offshore Issuance 20.18 Approve Application and Approval For For Management Procedures to be Performed for the Issuance 21 Elect Wang Zuji as Director None For Shareholder -------------------------------------------------------------------------------- CHINA CONSTRUCTION BANK CORPORATION Ticker: 00939 Security ID: Y1397N101 Meeting Date: JUN 15, 2015 Meeting Type: Special Record Date: MAY 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Approve Type and Number of Preference For For Management Shares to be Issued 1.2 Approve Par Value and Issuance Price For For Management 1.3 Approve Maturity Date For For Management 1.4 Approve Use of Proceeds For For Management 1.5 Approve Issuance Method and Investors For For Management 1.6 Approve Profit Distribution Method for For For Management Preference Shareholders 1.7 Approve Mandatory Conversion For For Management 1.8 Approve Conditional Redemption For For Management 1.9 Approve Voting Rights Restrictions and For For Management Restoration 1.10 Approve Repayment Priority and Manner For For Management of Liquidation 1.11 Approve Rating For For Management 1.12 Approve Security For For Management 1.13 Approve Trading or Transfer Restriction For For Management 1.14 Approve Trading Arrangements For For Management 1.15 Approve Effective Period of the For For Management Resolution on Issuance of Preference Shares 1.16 Approve Preference Share Authorization For For Management 1.17 Approve Relationship between Domestic For For Management Issuance and Offshore Issuance 1.18 Approve Application and Approval For For Management Procedures to be Performed for the Issuance 2.1 Approve Type and Number of Preference For For Management Shares to be Issued 2.2 Approve Par Value and Issuance Price For For Management 2.3 Approve Maturity Date For For Management 2.4 Approve Use of Proceeds For For Management 2.5 Approve Issuance Method and Investors For For Management 2.6 Approve Profit Distribution Method for For For Management Preference Shareholders 2.7 Approve Mandatory Conversion For For Management 2.8 Approve Conditional Redemption For For Management 2.9 Approve Voting Rights Restrictions and For For Management Restoration 2.10 Approve Repayment Priority and Manner For For Management of Liquidation 2.11 Approve Rating For For Management 2.12 Approve Security For For Management 2.13 Approve Lock-up Period For For Management 2.14 Approve Effective Period of the For For Management Resolution on Issuance of Preference Shares 2.15 Approve Trading/Listing Arrangement For For Management 2.16 Approve Preference Share Authorization For For Management 2.17 Approve Relationship between Domestic For For Management Issuance and Offshore Issuance 2.18 Approve Application and Approval For For Management Procedures to be Performed for the Issuance -------------------------------------------------------------------------------- CHINA CONSTRUCTION BANK CORPORATION Ticker: 00939 Security ID: Y1397N101 Meeting Date: JUN 15, 2015 Meeting Type: Annual Record Date: MAY 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Report of Board of Directors For For Management 2 Accept Report of Board of Supervisors For For Management 3 Accept Final Financial Accounts For For Management 4 Approve Profit Distribution Plan For For Management 5 Approve Budget of 2015 Fixed Assets For For Management Investment 6 Approve Remuneration Distribution and For For Management Settlement Plan for Directors in 2013 7 Approve Remuneration Distribution and For For Management Settlement Plan for Supervisors in 2013 8 Elect Wang Hongzhang as Director For For Management 9 Elect Pang Xiusheng as Director For For Management 10 Elect Zhang Gengsheng as Director For For Management 11 Elect Li Jun as Director For For Management 12 Elect Hao Aiqun as Director For For Management 13 Elect Elaine La Roche as Director For For Management 14 Approve External Auditors For For Management 15 Approve Impact on Dilution of Current For For Management Returns of the Issuance of Preference Shares and Remedial Measures 16 Approve Shareholder Return Plan for For For Management 2015 to 2017 17 Approve Capital Plan for 2015 to 2017 For For Management 18 Amend Articles of Association For For Management 19.1 Approve Type and Number of Preference For For Management Shares to be Issued 19.2 Approve Par Value and Issuance Price For For Management 19.3 Approve Maturity Date For For Management 19.4 Approve Use of Proceeds For For Management 19.5 Approve Issuance Method and Investors For For Management 19.6 Approve Profit Distribution Method for For For Management Preference Shareholders 19.7 Approve Mandatory Conversion For For Management 19.8 Approve Conditional Redemption For For Management 19.9 Approve Voting Rights Restrictions and For For Management Restoration 19.10 Approve Repayment Priority and Manner For For Management of Liquidation 19.11 Approve Rating For For Management 19.12 Approve Security For For Management 19.13 Approve Trading or Transfer Restriction For For Management 19.14 Approve Trading Arrangements For For Management 19.15 Approve Effective Period of the For For Management Resolution on Issuance of Preference Shares 19.16 Approve Preference Share Authorization For For Management 19.17 Approve Relationship between Domestic For For Management Issuance and Offshore Issuance 19.18 Approve Application and Approval For For Management Procedures to be Performed for the Issuance 20.1 Approve Type and Number of Preference For For Management Shares to be Issued 20.2 Approve Par Value and Issuance Price For For Management 20.3 Approve Maturity Date For For Management 20.4 Approve Use of Proceeds For For Management 20.5 Approve Issuance Method and Investors For For Management 20.6 Approve Profit Distribution Method for For For Management Preference Shareholders 20.7 Approve Mandatory Conversion For For Management 20.8 Approve Conditional Redemption For For Management 20.9 Approve Voting Rights Restrictions and For For Management Restoration 20.10 Approve Repayment Priority and Manner For For Management of Liquidation 20.11 Approve Rating For For Management 20.12 Approve Security For For Management 20.13 Approve Lock-up Period For For Management 20.14 Approve Effective Period of the For For Management Resolution on Issuance of Preference Shares 20.15 Approve Trading/Listing Arrangement For For Management 20.16 Approve Preference Share Authorization For For Management 20.17 Approve Relationship between Domestic For For Management Issuance and Offshore Issuance 20.18 Approve Application and Approval For For Management Procedures to be Performed for the Issuance 21 Elect Wang Zuji as Director None For Shareholder -------------------------------------------------------------------------------- CHINA MEDICAL SYSTEM HOLDINGS LTD. Ticker: 00867 Security ID: G21108124 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3a Elect Chen Yanling as Director For For Management 3b Elect Sa Manlin as Director For For Management 3c Elect Cheung Kam Shing, Terry as For For Management Director 3d Authorize Board to Fix Remuneration of For For Management Directors 4 Approve Deloitte Touche Tohmatsu as For For Management Auditors and Authorize Board to Fix Their Remuneration 5 Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights 6 Authorize Repurchase of Issued Share For For Management Capital 7 Authorize Reissuance of Repurchased For Against Management Shares -------------------------------------------------------------------------------- CHINA MERCHANTS BANK CO LTD Ticker: 600036 Security ID: Y14896115 Meeting Date: OCT 20, 2014 Meeting Type: Special Record Date: SEP 19, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Li Xiaopeng as Director For For Management 2.1 Elect Antony Leung as Director For For Management 2.2 Elect Zhao Jun as Director For For Management 3 Elect Jin Qingjun as Supervisor For For Management -------------------------------------------------------------------------------- CHINA MERCHANTS BANK CO LTD Ticker: 600036 Security ID: Y14896115 Meeting Date: JUN 19, 2015 Meeting Type: Special Record Date: MAY 18, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Approve Class and Nominal Values of For For Management Shares to be Issued 1.2 Approve Method and Time of Issue For For Management 1.3 Approve Target Subscriber and Method For For Management of Subscription 1.4 Approve Issue Price and Basis for For For Management Pricing 1.5 Approve Number and Amount of Shares to For For Management be Issued 1.6 Approve Lock-Up Period Arrangement For For Management 1.7 Approve Place of Listing For For Management 1.8 Approve Use of Proceeds For For Management 1.9 Approve Arrangement of Undistributable For For Management Profit of the Company Prior to the Private Placement 1.10 Approve Effective Period of the For For Management Shareholders' Resolutions 2 Approve the Plan on Private Placement For For Management of A Shares 3 Authorized Board to Deal with All For For Management Matters in Relation to Private Placement of A Shares -------------------------------------------------------------------------------- CHINA MERCHANTS BANK CO LTD Ticker: 600036 Security ID: Y14896115 Meeting Date: JUN 19, 2015 Meeting Type: Annual Record Date: MAY 18, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Work Report of the Board of For For Management Directors 2 Approve Work Report of the Board of For For Management Supervisors 3 Approve Annual Report For For Management 4 Approve Audited Financial Statements For For Management 5 Approve Profit Appropriation Plan For For Management 6 Approve Auditor and Authorize Board to For For Management Fix Their Remuneration 7 Approve Assessment Report on the Duty For For Management Performance of Directors 8 Approve Assessment Report on the Duty For For Management Performance of Supervisors 9 Approve Assessment Report on the Duty For For Management Performance and Cross-Evaluation of Independent Directors 10 Approve Assessment Report on the Duty For For Management Performance and Cross-Evaluation of External Supervisors 11 Approve Related Party Transaction For For Management Report 12 Approve Extension of the Validity For For Management Period for the Issuance of Financial Bonds 13 Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights 14 Approve Resolution Regarding Private For For Management Placement of A Shares 15.1 Approve Class of Shares to be Issued For For Management and the Nominal Value in Relation to the Private Placement of A Shares 15.2 Approve Method of Issue in Relation to For For Management the Private Placement of A Shares 15.3 Approve Target Subscriber and Method For For Management of Subscription in Relation to the Private Placement of A Shares 15.4 Approve Issue Price and the Basis for For For Management Pricing in Relation to the Private Placement of A Shares 15.5 Approve Number and Amount of the For For Management Shares to be Issued in Relation to the Private Placement of A Shares 15.6 Approve Lock-Up Period Arrangement in For For Management Relation to the Private Placement of A Shares 15.7 Approve Place of Listing in Relation For For Management to the Private Placement of A Shares 15.8 Approve Use of Proceeds in Relation to For For Management the Private Placement of A Shares 15.9 Approve Arrangement of Undistributable For For Management Profit of the Company Prior to the Private Placement in Relation to the Private Placement of A Shares 15.10 Approve Effective Period of the For For Management Shareholders' Resolutions in Relation to the Private Placement of A Shares 16 Approve the 2015 First Phase Employee For For Management Stock Ownership Scheme and its Summary in Relation to the Private Placement of A Shares 17 Approve the Plan on Private Placement For For Management of A Shares 18 Approve the Connected Transaction For For Management Relating to the Private Placement of A Shares 19 Approve Feasibility Report on the Use For For Management of Proceeds Raised from the Private Placement of A Shares 20 Approve Report of Use of Proceeds For For Management Raised from the Private Placement of A Shares 21 Authorized Board to Deal with All For For Management Matters in Relation to Private Placement of A Shares 22 Approve Termination of H Share For For Management Appreciation Rights 23 Approve the Conditional Share For For Management Subscription Agreement on Private Placement in Relation to the Private Placement of A Shares 24 Approve Shareholder' Return Plan for For For Management 2015 to 2017 25 Approve Capital Plan for 2015 to 2017 For For Management 26 Approve Analysis on the Dilution of For For Management Current Returns Caused by the Private Placement of A Shares and its Remedial Measures -------------------------------------------------------------------------------- CHINA MOBILE LIMITED Ticker: 00941 Security ID: 16941M109 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: APR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3 Elect Xue Taohai as Director For For Management 4.1 Elect Frank Wong Kwong Shing as For For Management Director 4.2 Elect Moses Cheng Mo Chi as Director For Against Management 5 Approve PricewaterhouseCoopers and For For Management PricewaterhouseCoopers Zhong Tian LLP as Auditors of the Group for Hong Kong Financial Reporting and U.S. Financial Reporting Purposes, Respectively and Authorize Board to Fix Their Remuneration 6 Authorize Repurchase of Issued Share For For Management Capital 7 Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights 8 Authorize Reissuance of Repurchased For Against Management Shares -------------------------------------------------------------------------------- CHINA NATIONAL MATERIALS CO., LTD. Ticker: 01893 Security ID: Y15048104 Meeting Date: OCT 21, 2014 Meeting Type: Special Record Date: SEP 19, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Peng Jianxin as Director and For For Management Authorize Board to Fix His Remuneration -------------------------------------------------------------------------------- CHINA NATIONAL MATERIALS CO., LTD. Ticker: 01893 Security ID: Y15048104 Meeting Date: MAY 22, 2015 Meeting Type: Annual Record Date: APR 21, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Report of the Board of For For Management Directors 2 Approve Report of the Supervisory For For Management Committee 3 Approve Audited Financial Statements For For Management 4 Approve Profit Distribution Proposal For For Management and Authorize Board to Deal with All Issues in Relation to the Distribution of Final Dividend 5 Approve ShineWing (HK) CPA Limited and For For Management ShineWing Certified Public Accountant LLP as International and Domestic Auditors, Respectively, and Authorize the Audit Committee to Fix Their Remuneration 6 Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights 7 Approve Issuance of Interim Notes For For Management -------------------------------------------------------------------------------- CHINA SHENHUA ENERGY CO., LTD. Ticker: 01088 Security ID: Y1504C113 Meeting Date: AUG 22, 2014 Meeting Type: Special Record Date: JUL 23, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Zhang Yuzhuo as Director For For Management 1b Elect Ling Wen as Director For For Management 1c Elect Han Jianguo as Director For For Management 1d Elect Wang Xiaolin as Director For For Management 1e Elect Chen Hongsheng as Director For For Management 1f Elect Wu Ruosi as Director For For Management 2a Elect Fan Hsu Lai Tai as Director For For Management 2b Elect Gong Huazhang as Director For For Management 2c Elect Guo Peizhang as Director For For Management 3a Elect Zhai Richeng as Supervisor For For Management 3b Elect Tang Ning as Supervisor For For Management -------------------------------------------------------------------------------- CHINA SHENHUA ENERGY CO., LTD. Ticker: 01088 Security ID: Y1504C113 Meeting Date: MAY 29, 2015 Meeting Type: Special Record Date: APR 28, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Authorize Repurchase of Issued H Share For For Management Capital -------------------------------------------------------------------------------- CHINA SHENHUA ENERGY CO., LTD. Ticker: 01088 Security ID: Y1504C113 Meeting Date: MAY 29, 2015 Meeting Type: Annual Record Date: APR 28, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Report of the Board of For For Management Directors 2 Approve Report of the Supervisory For For Management Committee 3 Accept Financial Statements and For For Management Statutory Reports 4 Approve Profit Distribution Plan For For Management 5 Approve Remuneration of Directors and For For Management Supervisors 6 Approve Deloitte Touche Tohmatsu For For Management Certified Public Accountants LLP and Deloitte Touche Tohmatsu as PRC and International Auditors, Respectively and Authorize Board to Fix Their Remuneration 7 Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights 8 Authorize Repurchase of Issued Share For For Management Capital 9 Approve Issuance of Debt Financing None Against Shareholder Instruments -------------------------------------------------------------------------------- CHINA STATE CONSTRUCTION INTERNATIONAL HOLDINGS LIMITED Ticker: 03311 Security ID: G21677136 Meeting Date: DEC 16, 2014 Meeting Type: Special Record Date: DEC 12, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve New CSCECL Sub-construction For For Management Engagement Agreement 2 Approve New CSC Group Engagement For For Management Agreement 3 Approve Acquisition Agreement For For Management -------------------------------------------------------------------------------- CHINA STATE CONSTRUCTION INTERNATIONAL HOLDINGS LIMITED Ticker: 03311 Security ID: G21677136 Meeting Date: JUN 02, 2015 Meeting Type: Annual Record Date: MAY 28, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3A Elect Tian Shuchen as Director For Against Management 3B Elect Pan Shujie as Director For Against Management 3C Elect Wu Mingqing as Director For Against Management 3D Elect Lee Shing See as Director For For Management 4 Authorize Board to Fix Remuneration of For For Management Directors 5 Approve PricewaterhouseCoopers as For For Management Auditor and Authorize Board to Fix Their Remuneration 6A Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights 6B Authorize Repurchase of Issued Share For For Management Capital 6C Authorize Reissuance of Repurchased For Against Management Shares -------------------------------------------------------------------------------- CIELO SA Ticker: CIEL3 Security ID: P2859E100 Meeting Date: APR 10, 2015 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Authorize Capitalization of Reserves For For Management for Bonus Issue 2 Amend Article 29 RE: Minimum Dividend For For Management Payment -------------------------------------------------------------------------------- CIELO SA Ticker: CIEL3 Security ID: P2859E100 Meeting Date: APR 10, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Allocation of Income and For For Management Dividends 3 Elect Fiscal Council Members For For Management 4 Approve Remuneration of Company's For For Management Management -------------------------------------------------------------------------------- CIELO SA Ticker: CIEL3 Security ID: P2859E100 Meeting Date: APR 10, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For Did Not Vote Management Statutory Reports 2 Approve Allocation of Income and For Did Not Vote Management Dividends 3 Elect Fiscal Council Members For Did Not Vote Management 4 Approve Remuneration of Company's For Did Not Vote Management Management -------------------------------------------------------------------------------- CIELO SA Ticker: CIEL3 Security ID: P2859E100 Meeting Date: APR 10, 2015 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Authorize Capitalization of Reserves For Did Not Vote Management for Bonus Issue 2 Amend Article 29 RE: Minimum Dividend For Did Not Vote Management Payment -------------------------------------------------------------------------------- CIPLA LIMITED Ticker: 500087 Security ID: Y1633P142 Meeting Date: SEP 03, 2014 Meeting Type: Annual Record Date: JUL 18, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Dividend of INR 2.00 Per Share For For Management 3 Reelect M.K. Hamied as Director For For Management 4 Reelect S. Radhakrishnan as Director For Against Management 5 Approve V. Sankar Aiyar & Co. and R.G. For For Management N. Price & Co. as Joint Statutory Auditors and Appoint Branch Auditors and Authorize Board to Fix Their Remuneration 6 Elect H.R. Manchanda as Independent For For Management Non-Executive Director 7 Elect V.C. Kotwal as Independent For Against Management Non-Executive Director 8 Elect A. Sinha as Independent For For Management Non-Executive Director 9 Elect P. Mugyenyi as Independent For For Management Non-Executive Director 10 Elect A. Zainulbhai as Independent For For Management Non-Executive Director 11 Approve Revision in the Remuneration For For Management of S. Saxena, Managing Director and Global CEO 12 Elect R. Garg as Director For For Management 13 Approve Appointment and Remuneration For For Management of R. Garg as Executive Director and Global CFO 14 Approve Remuneration of Cost Auditors For For Management -------------------------------------------------------------------------------- CIPLA LIMITED Ticker: 500087 Security ID: Y1633P142 Meeting Date: JAN 08, 2015 Meeting Type: Special Record Date: NOV 14, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect P. Lal as Independent Director For For Management 2 Elect N. Mor as Independent Director For For Management -------------------------------------------------------------------------------- CNOOC LTD. Ticker: 00883 Security ID: Y1662W117 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAY 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor A1 Accept Financial Statements and For For Management Statutory Reports A2 Approve Final Dividend For For Management A3 Elect Wu Guangqi as Director For Against Management A4 Elect Yang Hua as Director For For Management A5 Elect Tse Hau Yin, Aloysius as Director For For Management A6 Authorize Board to Fix Remuneration of For For Management Directors A7 Approve Deloitte Touche Tohmatsu as For For Management Auditors and Authorize Board to Fix Their Remuneration B1 Authorize Repurchase of Issued Share For For Management Capital B2 Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights B3 Authorize Reissuance of Repurchased For Against Management Shares -------------------------------------------------------------------------------- COCA COLA ICECEK A.S. Ticker: CCOLA Security ID: M2R39A121 Meeting Date: APR 14, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting and Elect Presiding For For Management Council of Meeting 2 Accept Board Report For For Management 3 Accept Audit Report For For Management 4 Accept Financial Statements For For Management 5 Approve Discharge of Board For For Management 6 Approve Allocation of Income For For Management 7 Ratify Director Appointment For For Management 8 Elect Directors and Approve Their For For Management Remuneration 9 Ratify External Auditors For For Management 10 Receive Information on Charitable None None Management Donations for 2014 11 Receieve Information on Guarantees, None None Management Pledges and Mortgages Provided by the Company to Third Parties 12 Amend Articles Re: Board Related For For Management 13 Receive Information on Related Party None None Management Transactions 14 Grant Permission for Board Members to For For Management Engage in Commercial Transactions with Company and Be Involved with Companies with Similar Corporate Purpose 15 Close Meeting None None Management -------------------------------------------------------------------------------- COLGATE-PALMOLIVE (INDIA) LTD. Ticker: 500830 Security ID: Y1673X104 Meeting Date: JUL 25, 2014 Meeting Type: Annual Record Date: JUN 20, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Reelect N. Ghate as Director For For Management 3 Approve Price Waterhouse as Auditors For For Management and Authorize Board to Fix Their Remuneration 4 Approve Remuneration of N.I. Mehta & For For Management Co., Cost Auditors 5 Elect R.A. Shah as Independent For For Management Non-Executive Director 6 Elect P.K. Ghosh as Independent For For Management Non-Executive Director 7 Elect J.K. Setna as Independent For For Management Non-Executive Director 8 Elect V.S. Mehta as Independent For For Management Non-Executive Director 9 Elect I. Shahani as Independent For For Management Non-Executive Director -------------------------------------------------------------------------------- COMMERCIAL INTERNATIONAL BANK (EGYPT) SAE Ticker: COMI Security ID: 201712205 Meeting Date: MAR 12, 2015 Meeting Type: Annual Record Date: FEB 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Board Report on Company For For Management Operations 2 Approve Auditors' Report on Company For For Management Financial Statements 3 Accept Financial Statements and For For Management Statutory Reports 4 Approve Allocation of Income For For Management 5 Approve Discharge of Chairman and For For Management Directors 6 Ratify Auditors and Fix Their For For Management Remuneration 7 Approve Charitable Donations For For Management 8 Approve Remuneration of Committee For For Management Members 9 Elect Directors (Bundled) For For Management 10 Authorize Capitalization of Reserves For For Management for Bonus Issue -------------------------------------------------------------------------------- COWAY CO. LTD. Ticker: 021240 Security ID: Y1786S109 Meeting Date: SEP 04, 2014 Meeting Type: Special Record Date: AUG 08, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Lee Joong-Sik as Outside Director For For Management -------------------------------------------------------------------------------- COWAY CO. LTD. Ticker: 021240 Security ID: Y1786S109 Meeting Date: MAR 31, 2015 Meeting Type: Annual Record Date: DEC 31, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Allocation of Income 2 Approve Stock Option Grants For For Management 3.1 Elect Kim Dong-Hyun as Inside Director For For Management 3.2 Elect Kim Byung-Joo as Non-independent For For Management Non-executive Director 3.3 Elect Yoon Jong-Ha as Non-independent For For Management Non-executive Director 3.4 Elect Boo Jae-Hoon as Non-independent For For Management Non-executive Director 3.5 Elect Park Tae-Hyun as Non-independent For For Management Non-executive Director 3.6 Elect Lee Joong-Sik as Outside Director For For Management 3.7 Elect Lee Joon-Ho as Outside Director For For Management 4 Appoint Jung Chul-Woong as Internal For For Management Auditor 5 Approve Total Remuneration of Inside For For Management Directors and Outside Directors 6 Authorize Board to Fix Remuneration of For For Management Internal Auditor(s) -------------------------------------------------------------------------------- CP ALL PCL Ticker: CPALL Security ID: Y1772K169 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Minutes of Previous Meeting For For Management 2 Approve Operations Report For For Management 3 Accept Financial Statements For For Management 4 Approve Allocation of Income and For For Management Dividend of THB 0.80 Per Share 5. Elect Dhanin Chearavanont as Director For Against Management 5.2 Elect Korsak Chairasmisak as Director For Against Management 5.3 Elect Soopakij Chearavanont as Director For Against Management 5.4 Elect Adirek Sripratak as Director For For Management 5.5 Elect Tanin Buranamanit as Director For For Management 6 Approve Remuneration of Directors For For Management 7 Approve KPMG Phoomchai Audit Ltd. as For For Management Auditors and Authorize Board to Fix Their Remuneration 8 Other Business For Against Management -------------------------------------------------------------------------------- CP ALL PCL Ticker: CPALL Security ID: Y1772K169 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Minutes of Previous Meeting For For Management 2 Approve Operations Report For For Management 3 Accept Financial Statements For For Management 4 Approve Allocation of Income and For For Management Dividend of THB 0.80 Per Share 5. Elect Dhanin Chearavanont as Director For Against Management 5.2 Elect Korsak Chairasmisak as Director For Against Management 5.3 Elect Soopakij Chearavanont as Director For Against Management 5.4 Elect Adirek Sripratak as Director For For Management 5.5 Elect Tanin Buranamanit as Director For For Management 6 Approve Remuneration of Directors For For Management 7 Approve KPMG Phoomchai Audit Ltd. as For For Management Auditors and Authorize Board to Fix Their Remuneration 8 Other Business For Against Management -------------------------------------------------------------------------------- CREDICORP LTD. Ticker: BAP Security ID: G2519Y108 Meeting Date: MAR 31, 2015 Meeting Type: Annual Record Date: FEB 11, 2015 # Proposal Mgt Rec Vote Cast Sponsor 2 Approve Audited Consolidated Financial For For Management Statements of Credicorp and its Subsidiaries for FY 2014, Including External Auditors' Report 3 Appoint PricewaterhouseCoopers as For For Management External Auditors and Authorize Board to Fix Their Remuneration -------------------------------------------------------------------------------- DBS GROUP HOLDINGS LTD. Ticker: D05 Security ID: Y20246107 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Adopt Financial Statements and For For Management Directors' and Auditors' Reports 2 Approve Final Dividend Per Ordinary For For Management Share 3 Approve Final Dividend Per Non-Voting For For Management Redeemable Convertible Preference Share 4 Approve Directors' Fees For For Management 5 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 6 Elect Peter Seah as Director For For Management 7 Elect Ow Foong Pheng as Director For Against Management 8 Elect Andre Sekulic as Director For For Management 9 Elect Nihal Vijaya Devadas Kaviratne For For Management as Director 10 Approve Grant of Awards and Issuance For For Management of Shares Pursuant to the DBSH Share Option Plan and DBSH Share Plan 11 Approve Issuance of Equity or For For Management Equity-Linked Securities with or without Preemptive Rights 12 Approve Issuance of Shares and For For Management Non-Voting Redeemable Convertible Preference Shares Under the DBSH Scrip Dividend Scheme for the Final Dividends for the Year Ended Dec. 31, 2014 13 Approve Issuance of Shares and For For Management Non-Voting Redeemable Convertible Preference Shares Under the DBSH Scrip Dividend Scheme for the Dividends which may be Declared for the Year Ending Dec. 31, 2015 -------------------------------------------------------------------------------- DBS GROUP HOLDINGS LTD. Ticker: D05 Security ID: Y20246107 Meeting Date: APR 23, 2015 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Authorize Share Repurchase Program For For Management -------------------------------------------------------------------------------- ECLAT TEXTILE CO., LTD. Ticker: 1476 Security ID: Y2237Y109 Meeting Date: JUN 24, 2015 Meeting Type: Annual Record Date: APR 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve 2014 Business Operations For For Management Report and Financial Statements 2 Approve Plan on 2014 Profit For For Management Distribution 3 Approve Amendments to Articles of For For Management Association 4 Amend Procedures for Lending Funds to For For Management Other Parties 5 Amend Procedures for Endorsement and For For Management Guarantees 6 Approve Amendments to Rules and For Against Management Procedures Regarding Shareholder's General Meeting 7 Amend Rules and Procedures for For For Management Election of Directors and Supervisors 8.1 Elect Wang Yakang as Independent For For Management Director 8.2 Elect You Zhengping as Independent For For Management Director 8.3 Elect Liu Naiming as Independent For For Management Director 8.4 Elect Non-Independent Director No.1 None Against Shareholder 8.5 Elect Non-Independent Director No.2 None Against Shareholder 8.6 Elect Non-Independent Director No.3 None Against Shareholder 8.7 Elect Non-Independent Director No.4 None Against Shareholder 8.8 Elect Non-Independent Director No.5 None Against Shareholder 8.9 Elect Non-Independent Director No.6 None Against Shareholder 8.10 Elect Non-Independent Director No.7 None Against Shareholder 8.11 Elect Non-Independent Director No.8 None Against Shareholder 9 Approve Release of Restrictions of For Against Management Competitive Activities of Newly Appointed Directors -------------------------------------------------------------------------------- EMLAK KONUT GAYRIMENKUL YATIRIM ORTAKLIGI A.S. Ticker: EKGYO Security ID: M4030U105 Meeting Date: APR 06, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting and Elect Presiding For For Management Council of Meeting 2 Authorize Presiding Council to Sign For For Management Minutes of Meeting 3 Accept Statutory Reports For For Management 4 Accept Financial Statements For For Management 5 Approve Discharge of Board For For Management 6 Approve Allocation of Income For For Management 7 Ratify External Auditors For For Management 8 Elect Directors and Ratify Director For For Management Appointment 9 Approve Director Remuneration For For Management 10 Receive Information on Charitable For Against Management Donations for 2014 and Approve Upper Limit of the Donations for 2015 13 Approve Remuneration Policy For For Management 14 Approve Share Repurchase Program For For Management 15 Grant Permission for Board Members to For For Management Engage in Commercial Transactions with Company and Be Involved with Companies with Similar Corporate Purpose -------------------------------------------------------------------------------- ESTACIO PARTICIPACOES SA Ticker: ESTC3 Security ID: P3784E108 Meeting Date: JUL 01, 2014 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles to Reflect Changes in For For Management Capital 2 Appoint Independent Firm to Appraise For For Management Proposed Acquisition 3 Approve Independent Firm's Appraisal For For Management 4 Approve Acquisition of 50 Percent of For For Management Uniseb Holding S.A. 5 Approve Merger Agreement between the For For Management Company and Uniseb Holding S.A. 6 Appoint Independent Firm to Appraise For For Management Proposed Merger 7 Approve Independent Firm's Appraisal For For Management 8 Approve Merger of Remaining 50 Percent For For Management of Uniseb Holding S.A. 9 Amend Articles to Reflect Changes in For For Management Capital to Reflect Merger 10 Elect Two New Directors and Ratify For For Management Board -------------------------------------------------------------------------------- ESTACIO PARTICIPACOES SA Ticker: ESTC3 Security ID: P3784E108 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports for Fiscal Year Ended Dec. 31, 2014 2 Approve Allocation of Income and For For Management Dividends 3 Approve Capital Budget For For Management 4 Install Fiscal Council and Elect For For Management Fiscal Council Members 5 Approve Remuneration of Company's For For Management Management and Fiscal Council Members -------------------------------------------------------------------------------- ESTACIO PARTICIPACOES SA Ticker: ESTC3 Security ID: P3784E108 Meeting Date: APR 28, 2015 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1.1a Approve Acquisition of Organizacao For For Management Paraense Educacional e de Empreendimentos Ltda. to Be Carried Out by the Company's Subsidiary Sociedade Educacional Atual da Amazonia Ltda. 1.1b Approve Acquisition of Centro de For For Management Assistencia ao Desenvolvimento de Formacao Profissional Unicel Ltda. to Be Carried Out by the Company's Subsidiary Sociedade Educacional Atual da Amazonia Ltda. 1.1c Approve Acquisition of Centro de For For Management Ensino Unificado de Teresina Ltda. to Be Carried Out by the Company's Subsidiary Sociedade Educacional Atual da Amazonia Ltda. 1.2 Authorize Board to Ratify and Execute For For Management Approved Resolutions 2 Grant Waiver to Board Members Chaim For For Management Zaher and Thamila Cefali Zaher -------------------------------------------------------------------------------- EURASIA DRILLING COMPANY LTD. Ticker: EDCL Security ID: 29843U202 Meeting Date: SEP 22, 2014 Meeting Type: Annual Record Date: AUG 07, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Reelect the Earl of Clanwilliam as a For For Management Director 1b Reelect Alexander Djaparidze as a For For Management Director 1c Reelect Alexander Shokhin as a Director For Against Management 2 Reappoint KPMG Limited as Auditors For For Management -------------------------------------------------------------------------------- EURASIA DRILLING COMPANY LTD. Ticker: EDCL Security ID: 29843U202 Meeting Date: FEB 16, 2015 Meeting Type: Special Record Date: FEB 11, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger with EDC Acquisition For Do Not Vote Management Company Ltd -------------------------------------------------------------------------------- EUROCASH SA Ticker: EUR Security ID: X2382S106 Meeting Date: AUG 28, 2014 Meeting Type: Special Record Date: AUG 12, 2014 # Proposal Mgt Rec Vote Cast Sponsor 3 Elect Meeting Chairman For For Management 5 Approve Agenda of Meeting For For Management 6 Approve Merger with POL CATER HOLDING For For Management Sp. z o.o. 7 Approve List of Participants in For For Management Company's Eighth Incentive Plan -------------------------------------------------------------------------------- EUROCASH SA Ticker: EUR Security ID: X2382S106 Meeting Date: APR 24, 2015 Meeting Type: Annual Record Date: APR 08, 2015 # Proposal Mgt Rec Vote Cast Sponsor 3 Elect Meeting Chairman For For Management 5 Approve Agenda of Meeting For For Management 9 Approve Management Board Report on For For Management Company's Operations and Financial Statements 10 Approve Management Board Report on For For Management Group's Operations and Consolidated Financial Statements 11 Approve Allocation of Income For For Management 12.1 Approve Discharge of Luis Manuel For For Management Conceicao do Amaral (CEO) 12.2 Approve Discharge of Katarzyna For For Management Kopaczewska (Management Board Member) 12.3 Approve Discharge of Rui Amaral For For Management (Management Board Member) 12.4 Approve Discharge of Arnaldo Guerreiro For For Management (Management Board Member) 12.5 Approve Discharge of Pedro Martinho For For Management (Management Board Member) 12.6 Approve Discharge of Jacek Owczarek For For Management (Management Board Member) 12.7 Approve Discharge of Carlos For For Management Saraiva(Management Board Member) 13.1 Approve Discharge of Joao Borges de For For Management Assuncao (Supervisory Board Chairman) 13.2 Approve Discharge of Eduardo Aguinaga For For Management (Supervisory Board Member) 13.3 Approve Discharge of Hans Joachim For For Management Koerber (Supervisory Board Member) 13.4 Approve Discharge of Francisco Jose For For Management Valente Hipolito (Supervisory Board Member) 13.5 Approve Discharge of Jacek Szwajcowski For For Management (Supervisory Board Member) 14 Approve Remuneration of Supervisory For For Management Board Members -------------------------------------------------------------------------------- EXXARO RESOURCES LTD Ticker: EXX Security ID: S26949107 Meeting Date: MAY 26, 2015 Meeting Type: Annual Record Date: MAY 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Vuyisa Nkonyeni as Director For For Management 1.2 Re-elect Salukazi Dakile-Hlongwane as For For Management Director 1.3 Re-elect Dr Len Konar as Director For Against Management 1.4 Re-elect Jeff van Rooyen as Director For For Management 2.1 Re-elect Dr Con Fauconnier as Member For For Management of the Audit Committee 2.2 Re-elect Rick Mohring as Member of the For For Management Audit Committee 2.3 Elect Vuyisa Nkonyeni as Member of the For Against Management Audit Committee 2.4 Re-elect Jeff van Rooyen as Member of For For Management the Audit Committee 3.1 Re-elect Dr Con Fauconnier as Member For For Management of the Social and Ethics Committee 3.2 Re-elect Rick Mohring as Member of the For For Management Social and Ethics Committee 3.3 Re-elect Dr Fazel Randera as Member of For For Management the Social and Ethics Committee 4 Approve Remuneration Policy For Against Management 5 Reappoint PricewaterhouseCoopers For For Management Incorporated as Auditors of the Company with TD Shango as the Designated Audit Partner 6 Authorise Board to Ratify and Execute For For Management Approved Resolutions 1 Approve Non-executive Directors' Fees For For Management 2 Authorise Repurchase of Issued Share For For Management Capital 3 Approve Financial Assistance in Terms For For Management of Section 44 of the Companies Act 4 Approve Financial Assistance in Terms For For Management of Section 45 of the Companies Act 1.1 Elect Vuyisa Nkonyeni as Director For For Management 1.2 Re-elect Salukazi Dakile-Hlongwane as For For Management Director 1.3 Re-elect Dr Len Konar as Director For Against Management 1.4 Re-elect Jeff van Rooyen as Director For For Management 2.1 Re-elect Dr Con Fauconnier as Member For For Management of the Audit Committee 2.2 Re-elect Rick Mohring as Member of the For For Management Audit Committee 2.3 Elect Vuyisa Nkonyeni as Member of the For Against Management Audit Committee 2.4 Re-elect Jeff van Rooyen as Member of For For Management the Audit Committee 3.1 Re-elect Dr Con Fauconnier as Member For For Management of the Social and Ethics Committee 3.2 Re-elect Rick Mohring as Member of the For For Management Social and Ethics Committee 3.3 Re-elect Dr Fazel Randera as Member of For For Management the Social and Ethics Committee 4 Approve Remuneration Policy For Against Management 5 Reappoint PricewaterhouseCoopers For For Management Incorporated as Auditors of the Company with TD Shango as the Designated Audit Partner 6 Authorise Board to Ratify and Execute For For Management Approved Resolutions 1 Approve Non-executive Directors' Fees For For Management 2 Authorise Repurchase of Issued Share For For Management Capital 3 Approve Financial Assistance in Terms For For Management of Section 44 of the Companies Act 4 Approve Financial Assistance in Terms For For Management of Section 45 of the Companies Act -------------------------------------------------------------------------------- FIBRA UNO ADMINISTRACION DE MEXICO S.A. DE C.V. Ticker: FUNO11 Security ID: P3515D163 Meeting Date: DEC 10, 2014 Meeting Type: Special Record Date: DEC 03, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Trust Agreement Number F/1401 to For For Management Conform it to Applicable Legal Provisions 2 Appoint Legal Representatives For For Management -------------------------------------------------------------------------------- FIRST CASH FINANCIAL SERVICES, INC. Ticker: FCFS Security ID: 31942D107 Meeting Date: JUN 22, 2015 Meeting Type: Annual Record Date: APR 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Rick L. Wessel For For Management 2 Ratify Hein & Associates LLP as For For Management Auditors 3 Amend Executive Incentive Bonus Plan For For Management 4 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- FOMENTO ECONOMICO MEXICANO S.A.B. DE C.V. FEMSA Ticker: FEMSAUBD Security ID: 344419106 Meeting Date: MAR 19, 2015 Meeting Type: Annual Record Date: FEB 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Accept Report on Adherence to Fiscal For For Management Obligations 3 Approve Allocation of Income and Cash For For Management Dividends 4 Set Aggregate Nominal Share Repurchase For For Management Reserve 5 Elect Directors and Secretaries, For For Management Verify Independence of Directors, and Approve their Remuneration 6 Elect Members and Chairmen of Finance For For Management and Planning, Audit, and Corporate Practices Committees; Approve Their Remuneration 7 Authorize Board to Ratify and Execute For For Management Approved Resolutions 8 Approve Minutes of Meeting For For Management -------------------------------------------------------------------------------- FORD OTOMOTIV SANAYI AS Ticker: FROTO Security ID: M7608S105 Meeting Date: OCT 31, 2014 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting and Elect Presiding For For Management Council of Meeting 2 Approve Special Dividend For For Management -------------------------------------------------------------------------------- FORD OTOMOTIV SANAYI AS Ticker: FROTO Security ID: M7608S105 Meeting Date: MAR 23, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting and Elect Presiding For For Management Council of Meeting 2 Accept Board Report For For Management 3 Accept Audit Report For For Management 4 Accept Financial Statements For For Management 5 Ratify Director Appointment For For Management 6 Approve Discharge of Board For For Management 7 Approve Allocation of Income For For Management 8 Elect Directors For For Management 9 Approve Remuneration Policy For For Management 10 Approve Director Remuneration For For Management 11 Ratify External Auditors For For Management 12 Receive Information on Charitable For Against Management Donations for 2014 and Approve Upper Limit of the Donations for 2015 13 Grant Permission for Board Members to For For Management Engage in Commercial Transactions with Company and Be Involved with Companies with Similar Corporate Purpose -------------------------------------------------------------------------------- FREEPORT-MCMORAN INC. Ticker: FCX Security ID: 35671D857 Meeting Date: JUN 10, 2015 Meeting Type: Annual Record Date: APR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard C. Adkerson For For Management 1.2 Elect Director Robert J. Allison, Jr. For For Management 1.3 Elect Director Alan R. Buckwalter, III For For Management 1.4 Elect Director Robert A. Day For For Management 1.5 Elect Director James C. Flores For For Management 1.6 Elect Director Gerald J. Ford For For Management 1.7 Elect Director Thomas A. Fry, III For For Management 1.8 Elect Director H. Devon Graham, Jr. For For Management 1.9 Elect Director Lydia H. Kennard For For Management 1.10 Elect Director Charles C. Krulak For For Management 1.11 Elect Director Bobby Lee Lackey For For Management 1.12 Elect Director Jon C. Madonna For For Management 1.13 Elect Director Dustan E. McCoy For For Management 1.14 Elect Director James R. Moffett For For Management 1.15 Elect Director Stephen H. Siegele For For Management 1.16 Elect Director Frances Fragos Townsend For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Amend Omnibus Stock Plan For For Management 5 Adopt Proxy Access Right Against For Shareholder -------------------------------------------------------------------------------- GALAXY ENTERTAINMENT GROUP LTD. Ticker: 00027 Security ID: Y2679D118 Meeting Date: JUN 16, 2015 Meeting Type: Annual Record Date: JUN 11, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2.1 Elect Francis Lui Yiu Tung as Director For For Management 2.2 Elect Anthony Thomas Christopher For Against Management Carter as Director 2.3 Elect Patrick Wong Lung Tak as Director For Against Management 2.4 Authorize Board to Fix Remuneration of For For Management Directors 3 Approve Auditor and Authorize Board to For For Management Fix Their Remuneration 4.1 Authorize Repurchase of Issued Share For For Management Capital 4.2 Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights 4.3 Authorize Reissuance of Repurchased For Against Management Shares -------------------------------------------------------------------------------- GAZPROM OAO Ticker: GAZP Security ID: 368287207 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAY 07, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Annual Report For For Management 2 Approve Financial Statements For For Management 3 Approve Allocation of Income For For Management 4 Approve Dividends of RUB 7.20 Per Share For For Management 5 Ratify Financial and Accounting For For Management Consultants LLC as Auditor 6 Approve Remuneration of Directors For Against Management 7 Approve Remuneration of Members of For For Management Audit Commission 8 Approve New Edition of Charter For For Management 9.1 Approve Related-Party Transaction with For For Management OAO Gazprombank Re: Loan Agreements 9.2 Approve Related-Party Transaction with For For Management OAO Sberbank of Russia Re: Loan Agreements 9.3 Approve Related-Party Transaction with For For Management OAO Bank VTB Re: Loan Agreements 9.4 Approve Related-Party Transaction with For For Management OAO Gazprombank Re: Loan Facility Agreement 9.5 Approve Related-Party Transaction with For For Management OAO Sberbank of Russia Re: Loan Facility Agreement 9.6 Approve Related-Party Transaction with For For Management OAO Bank VTB Re: Loan Facility Agreement 9.7 Approve Related-Party Transaction with For For Management OAO Gazprombank and OAO Sberbank of Russia Re: Agreements on Transfer of Funds and Maintaining Minimum Balance on Bank Accounts 9.9 Approve Related-Party Transaction with For For Management OAO Rosselkhozbank Re: Agreements on Transfer of Funds and Maintaining Minimum Balance On Bank Accounts 9.10 Approve Related-Party Transaction with For For Management OAO Bank VTB Re: Agreements on Transfer of Funds and Maintaining Minimum Balance On Bank Accounts 9.12 Approve Related-Party Transaction with For For Management OAO Gazprombank Re: Agreements on Foreign Currency Purchase/Sale 9.13 Approve Related-Party Transaction with For For Management OAO Bank VTB Re: Agreements on Foreign Currency Purchase/Sale 9.14 Approve Related-Party Transaction with For For Management OAO Bank VTB Re: Master Agreement on Financial Market Futures and Forward Deals 9.15 Approve Related-Party Transaction with For For Management OAO Sberbank of Russia Re: Agreements on Foreign Currency Purchase/Sale 9.16 Approve Related-Party Transaction with For For Management OAO Bank VTB Re: Deposit Agreements 9.17 Approve Related-Party Transaction with For For Management OAO Gazprombank Re: Deposit Agreements 9.18 Approve Related-Party Transaction with For For Management OAO Sberbank of Russia Re: Deposit Agreements 9.19 Approve Related-Party Transaction with For For Management OAO Gazprombank Re: Guarantee Agreements for Securing Obligations of Gazprom's Subsidiaries 9.20 Approve Related-Party Transaction with For For Management OAO Sberbank of Russia Re: Guarantee Agreements for Securing Obligations of Gazprom's Subsidiaries 9.21 Approve Related-Party Transaction with For For Management OAO Bank VTB Re: Guarantee Agreements for Securing Obligations of Gazprom's Subsidiaries 9.22 Approve Related-Party Transaction with For For Management OAO Gazprombank Re: Agreements on Guarantees to Tax Authorities 9.23 Approve Related-Party Transaction with For For Management OAO Bank VTB Re: Agreements on Guarantees to Tax Authorities 9.24 Approve Related-Party Transaction with For For Management OAO Sberbank of Russia Re: Agreements on Guarantees to Tax Authorities 9.25 Approve Related-Party Transaction with For For Management OAO Bank VTB Re: Agreements on Using Electronic Payments System 9.26 Approve Related-Party Transaction with For For Management OAO Rosselkhozbank Re: Agreements on Using Electronic Payments System 9.27 Approve Related-Party Transaction with For For Management OAO Gazprombank Re: Overdraft Agreements 9.28 Approve Related-Party Transaction with For For Management DOAO Tsentrenergogaz Re: Agreements on Temporary Possession and Use of Building and Equipment 9.29 Approve Related-Party Transaction with For For Management OAO Gazprombank Re: Agreements on Temporary Possession and Use of Non-residential Premises 9.30 Approve Related-Party Transaction with For For Management OAO Gazprom Neft Re: Agreements on Temporary Possession and Use of Software and Hardware Solutions, and Special-Purpose Telecommunications 9.31 Approve Related-Party Transaction with For For Management OAO Vostokgazprom Re: Agreements on Temporary Possession and Use of Special-Purpose Telecommunications 9.32 Approve Related-Party Transaction with For For Management OAO Gazprom Kosmicheskiye Sistemy Re: Agreements on Temporary Possession and Use of Software and Hardware Solutions 9.33 Approve Related-Party Transaction with For For Management OOO Gazprom Mezhregiongaz Re: Agreements on Temporary Possession and Use of Software and Hardware Solutions 9.34 Approve Related-Party Transaction with For For Management OOO Gazprom Komplektatsia Re: Agreements on Temporary Possession and Use of Software and Hardware Solutions and Special-Purpose Telecommunications 9.35 Approve Related-Party Transaction with For For Management OOO Gazprom Tsentrremont Re: Agreements on Temporary Possession and Use of Software and Hardware Solutions 9.36 Approve Related-Party Transaction with For For Management OAO Gazprom Gazoraspredeleniye Re: Agreements on Temporary Possession and Use of Gas Distribution System, Software and Hardware Solutions 9.37 Approve Related-Party Transaction with For For Management OAO Spetsgazavtotrans Re: Agreements on Temporary Possession and Use of Heated Parking Lots and Hostels 9.38 Approve Related-Party Transaction with For For Management OAO Mosenergo Re: Agreements on Temporary Possession and Use of Software and Hardware Solutions 9.39 Approve Related-Party Transaction with For For Management OAO Gazprom Transgaz Belarus Re: Agreements on Temporary Possession and Use of Facilities of Yamal/Europe Long-Distance Gas Pipeline System and Servicing Equipment 9.40 Approve Related-Party Transaction with For For Management OOO Gazprom Investproyekt Re: Provision of Consulting Services 9.41 Approve Related-Party Transaction with For For Management OAO Druzhba Re: Agreements on Temporary Possession and Use of Facilities of Druzhba Holiday Hotel Facilities 9.42 Approve Related-Party Transaction with For For Management OAO NOVATEK Re: Provision of Pumping and Gas Storage Services 9.43 Approve Related-Party Transaction with For For Management OOO Gazprom Mezhregiongaz Re: Agreements on Transportation of Gas 9.45 Approve Related-Party Transaction with For For Management OOO Tomskgazprom Re: Agreements on Transportation of Gas 9.46 Approve Related-Party Transaction with For For Management OOO Gazprom Mezhregiongaz Re: Agreements on Sale of Gas 9.47 Approve Related-Party Transaction with For For Management OOO Gazprom Mezhregiongaz Re: Agreements on Sale of Gas 9.48 Approve Related-Party Transaction with For For Management OAO Gazprom Neft Re: Agreements onTransportation of Gas 9.49 Approve Related-Party Transaction with For For Management OAO AK Transneft Re: Agreements on Transportation and Storage of Oil 9.50 Approve Related-Party Transaction with For For Management OAO Gazprom Gazenergoset Re: Agreements on Transportation of Oil 9.51 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Research and Development Work 9.52 Approve Related-Party Transaction with For For Management OAO Gazprombank Re: Agreements on Guarantees to Customs Authorities 9.53 Approve Related-Party Transaction with For For Management OAO Severneftegazprom Re: Agreements on Sale /Purchase of Gas 9.54 Approve Related-Party Transaction with For For Management OAO Gazprom Neft Re: Agreements on Sale/Purchase of Oil 9.55 Approve Related-Party Transaction with For For Management OAO Gazprom Gazenergoset Re: Agreements on Gas Supply 9.56 Approve Related-Party Transaction with For For Management Latvias Gaze JSC Re: Agreements on Sale andTransportation of Gas 9.57 Approve Related-Party Transaction with For For Management AO Moldovagaz Re: Agreements on Sale, Storage/Pumping Services, and Transportation of Gas 9.58 Approve Related-Party Transaction with For For Management KazRosGaz LLP Re: Agreements on Transportation of Gas 9.59 Approve Related-Party Transaction with For For Management OAO Gazprom Transgaz Belarus Re: Agreements on Sale and Transportation of Gas 9.60 Approve Related-Party Transaction with For For Management OOO Gazprom Kyrgyzstan Re: Agreements on Sale of Gas 9.61 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Services of Advanced Training 9.62 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Research and Development Work 9.63 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Research and Development Work 9.64 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Research and Development Work 9.65 Approve Related-Party Transaction with For For Management Russian Presidential Academy of National Economy and Public Administration Re: Agreements on Services of Advanced Training 9.66 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Research and Development Work 9.67 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Research and Development Work 9.68 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Research and Development Work 9.69 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Research and Development Work 9.70 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Research and Development Work 9.71 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Services of Professional Retraining 9.72 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Services of Professional Retraining 9.73 Approve Related-Party Transaction with For For Management OAO SOGAZ Re: Agreement on Environment, Life, Health, and Individual Property Insurance 9.74 Approve Related-Party Transaction with For For Management OOO Gazprom Tsentrremont Re: Agreements onInvestment Projects 9.75 Approve Related-Party Transaction with For For Management OAO SOGAZ Re: Agreements on Insurance of Property 9.76 Approve Related-Party Transaction with For For Management OAO SOGAZ Re: Agreement on Liability Insurance to Members of Board of Directors and Management Board 9.77 Approve Related-Party Transaction with For For Management OAO SOGAZ Re: Agreements on Insurance of Gazprom's Employees Travelling on Official Business 9.78 Approve Related-Party Transaction with For For Management OAO SOGAZ Re: Agreements on Liability Insurance of Custom Transactions or Violation of Contracts 9.79 Approve Related-Party Transaction with For For Management OAO SOGAZ Re: Agreements on Life and Health Insurance of Gazprom's Employees 9.80 Approve Related-Party Transaction with For For Management OAO SOGAZ Re: Agreements on Insurance ofGazprom's Employees, Their Family Members, and Retired Former Employees 9.81 Approve Related-Party Transaction with For For Management ZAO Gazprom Armenia Re: License to Use OAO Gazprom's Trademarks 9.82 Approve Related-Party Transaction with For For Management OOO Gazprom Tsentrremont Re: License to Use OAO Gazprom's Trademarks 9.83 Approve Related-Party Transaction with For For Management OOO Gazprom Neft Re: Exclusive License to Use OAO Gazprom's Trademarks 9.84 Approve Related-Party Transaction with For For Management OOO Gazprom Neft Re: Ordinary (Non-Exclusive) License to Use OAO Gazprom's Trademarks 9.85 Approve Related-Party Transaction with For For Management Gazprom Germania GmbH Re: Transfer of Exclusive Right to Use Gazprom Germania's Trademark 9.86 Approve Related-Party Transaction with For For Management Gazprom Marketing and Trading Limited Re: Transfer of Exclusive Right to Use Gazprom's and Gazprom UK Trading's Trademarks 9.87 Approve Related-Party Transaction with For For Management OOO Gazprom Kyrgyzstan Re: License to Use OAO Gazprom's Trademarks 9.88 Approve Related-Party Transaction with For For Management Gazprom Austria Re: License to Use OAO Gazprom's Trademarks 9.89 Approve Related-Party Transaction with For For Management Multiple Parties Re: Agreements on Arranging Stocktaking of Gazprom's Fixed Assets Transferred in Lease 9.90 Approve Related-Party Transaction with For For Management OAO SOGAZ Re: Agreements on Insurance of Transportation Vehicles Owned by Gazprom 9.91 Approve Related-Party Transaction with For For Management ZAO Gazprom Armenia Re: Transfer of Exclusive Right to Use Gazprom Armenia's Trademark 9.92 Approve Related-Party Transaction with For For Management OAO Rosneft Oil Company Re: Agreements on Transportation of Gas 9.93 Approve Related-Party Transaction with For For Management OAO NOVATEK Re: Agreements on Transportation of Gas 9.94 Approve Related-Party Transaction with For For Management OOO Gazprom Mezhregiongaz Re: Gas Supply Agreements 10.1 Elect Andrey Akimov as Director None Against Management 10.2 Elect Farit Gazizullin as Director None Against Management 10.3 Elect Viktor Zubkov as Director None Against Management 10.4 Elect Elena Karpel as Director None Against Management 10.5 Elect Timur Kulibayev as Director None Against Management 10.6 Elect Vitaliy Markelov as Director None Against Management 10.7 Elect Viktor Martynov as Director None Against Management 10.8 Elect Vladimir Mau as Director None Against Management 10.9 Elect Aleksey Miller as Director None Against Management 10.10 Elect Valery Musin as Director None For Management 10.11 Elect Aleksandr Novak as Director None Against Management 10.12 Elect Andrey Sapelin as Director None Against Management 10.13 Elect Mikhail Sereda as Director None Against Management 11.1 Elect Vladimir Alisov as Member of For Do Not Vote Management Audit Commission 11.2 Elect Aleksey Afonyashin as Member of For Do Not Vote Management Audit Commission 11.3 Elect Andrey Belobrov as Member of For Do Not Vote Management Audit Commission 11.4 Elect Vadim Bikulov as Member of Audit For For Management Commission 11.5 Elect Olga Gracheva as Member of Audit For Do Not Vote Management Commission 11.6 Elect Aleksandr Ivannikov as Member of For Do Not Vote Management Audit Commission 11.7 Elect Viktor Mamin as Member of Audit For Do Not Vote Management Commission 11.8 Elect Margarita Mironova as Member of For Do Not Vote Management Audit Commission 11.9 Elect Marina Mikhina as Member of For For Management Audit Commission 11.10 Elect Lidiya Morozova as Member of For Do Not Vote Management Audit Commission 11.11 Elect Ekateriny Nikitina as Member of For Do Not Vote Management Audit Commission 11.12 Elect Yuriy Nosov as Member of Audit For For Management Commission 11.13 Elect Karen Oganyan as Member of Audit For Against Management Commission 11.14 Elect Sergey Platonov as Member of For Against Management Audit Commission 11.15 Elect Mikhail Rosseyev as Member of For Against Management Audit Commission 11.16 Elect Viktoriya Semerikova as Member For Against Management of Audit Commission 11.17 Elect Oleg Fedorov as Member of Audit For Against Management Commission 11.18 Elect Tatyana Fisenko as Member of For Against Management Audit Commission 1 Approve Annual Report For For Management 2 Approve Financial Statements For For Management 3 Approve Allocation of Income For For Management 4 Approve Dividends of RUB 7.20 Per Share For For Management 5 Ratify Financial and Accounting For For Management Consultants LLC as Auditor 6 Approve Remuneration of Directors For Against Management 7 Approve Remuneration of Members of For For Management Audit Commission 8 Approve New Edition of Charter For For Management 9.1 Approve Related-Party Transaction with For For Management OAO Gazprombank Re: Loan Agreements 9.2 Approve Related-Party Transaction with For For Management OAO Sberbank of Russia Re: Loan Agreements 9.3 Approve Related-Party Transaction with For For Management OAO Bank VTB Re: Loan Agreements 9.4 Approve Related-Party Transaction with For For Management OAO Gazprombank Re: Loan Facility Agreement 9.5 Approve Related-Party Transaction with For For Management OAO Sberbank of Russia Re: Loan Facility Agreement 9.6 Approve Related-Party Transaction with For For Management OAO Bank VTB Re: Loan Facility Agreement 9.7 Approve Related-Party Transaction with For For Management OAO Gazprombank and OAO Sberbank of Russia Re: Agreements on Transfer of Funds and Maintaining Minimum Balance on Bank Accounts 9.9 Approve Related-Party Transaction with For For Management OAO Rosselkhozbank Re: Agreements on Transfer of Funds and Maintaining Minimum Balance On Bank Accounts 9.10 Approve Related-Party Transaction with For For Management OAO Bank VTB Re: Agreements on Transfer of Funds and Maintaining Minimum Balance On Bank Accounts 9.12 Approve Related-Party Transaction with For For Management OAO Gazprombank Re: Agreements on Foreign Currency Purchase/Sale 9.13 Approve Related-Party Transaction with For For Management OAO Bank VTB Re: Agreements on Foreign Currency Purchase/Sale 9.14 Approve Related-Party Transaction with For For Management OAO Bank VTB Re: Master Agreement on Financial Market Futures and Forward Deals 9.15 Approve Related-Party Transaction with For For Management OAO Sberbank of Russia Re: Agreements on Foreign Currency Purchase/Sale 9.16 Approve Related-Party Transaction with For For Management OAO Bank VTB Re: Deposit Agreements 9.17 Approve Related-Party Transaction with For For Management OAO Gazprombank Re: Deposit Agreements 9.18 Approve Related-Party Transaction with For For Management OAO Sberbank of Russia Re: Deposit Agreements 9.19 Approve Related-Party Transaction with For For Management OAO Gazprombank Re: Guarantee Agreements for Securing Obligations of Gazprom's Subsidiaries 9.20 Approve Related-Party Transaction with For For Management OAO Sberbank of Russia Re: Guarantee Agreements for Securing Obligations of Gazprom's Subsidiaries 9.21 Approve Related-Party Transaction with For For Management OAO Bank VTB Re: Guarantee Agreements for Securing Obligations of Gazprom's Subsidiaries 9.22 Approve Related-Party Transaction with For For Management OAO Gazprombank Re: Agreements on Guarantees to Tax Authorities 9.23 Approve Related-Party Transaction with For For Management OAO Bank VTB Re: Agreements on Guarantees to Tax Authorities 9.24 Approve Related-Party Transaction with For For Management OAO Sberbank of Russia Re: Agreements on Guarantees to Tax Authorities 9.25 Approve Related-Party Transaction with For For Management OAO Bank VTB Re: Agreements on Using Electronic Payments System 9.26 Approve Related-Party Transaction with For For Management OAO Rosselkhozbank Re: Agreements on Using Electronic Payments System 9.27 Approve Related-Party Transaction with For For Management OAO Gazprombank Re: Overdraft Agreements 9.28 Approve Related-Party Transaction with For For Management DOAO Tsentrenergogaz Re: Agreements on Temporary Possession and Use of Building and Equipment 9.29 Approve Related-Party Transaction with For For Management OAO Gazprombank Re: Agreements on Temporary Possession and Use of Non-residential Premises 9.30 Approve Related-Party Transaction with For For Management OAO Gazprom Neft Re: Agreements on Temporary Possession and Use of Software and Hardware Solutions, and Special-Purpose Telecommunications 9.31 Approve Related-Party Transaction with For For Management OAO Vostokgazprom Re: Agreements on Temporary Possession and Use of Special-Purpose Telecommunications 9.32 Approve Related-Party Transaction with For For Management OAO Gazprom Kosmicheskiye Sistemy Re: Agreements on Temporary Possession and Use of Software and Hardware Solutions 9.33 Approve Related-Party Transaction with For For Management OOO Gazprom Mezhregiongaz Re: Agreements on Temporary Possession and Use of Software and Hardware Solutions 9.34 Approve Related-Party Transaction with For For Management OOO Gazprom Komplektatsia Re: Agreements on Temporary Possession and Use of Software and Hardware Solutions and Special-Purpose Telecommunications 9.35 Approve Related-Party Transaction with For For Management OOO Gazprom Tsentrremont Re: Agreements on Temporary Possession and Use of Software and Hardware Solutions 9.36 Approve Related-Party Transaction with For For Management OAO Gazprom Gazoraspredeleniye Re: Agreements on Temporary Possession and Use of Gas Distribution System, Software and Hardware Solutions 9.37 Approve Related-Party Transaction with For For Management OAO Spetsgazavtotrans Re: Agreements on Temporary Possession and Use of Heated Parking Lots and Hostels 9.38 Approve Related-Party Transaction with For For Management OAO Mosenergo Re: Agreements on Temporary Possession and Use of Software and Hardware Solutions 9.39 Approve Related-Party Transaction with For For Management OAO Gazprom Transgaz Belarus Re: Agreements on Temporary Possession and Use of Facilities of Yamal/Europe Long-Distance Gas Pipeline System and Servicing Equipment 9.40 Approve Related-Party Transaction with For For Management OOO Gazprom Investproyekt Re: Provision of Consulting Services 9.41 Approve Related-Party Transaction with For For Management OAO Druzhba Re: Agreements on Temporary Possession and Use of Facilities of Druzhba Holiday Hotel Facilities 9.42 Approve Related-Party Transaction with For For Management OAO NOVATEK Re: Provision of Pumping and Gas Storage Services 9.43 Approve Related-Party Transaction with For For Management OOO Gazprom Mezhregiongaz Re: Agreements on Transportation of Gas 9.45 Approve Related-Party Transaction with For For Management OOO Tomskgazprom Re: Agreements on Transportation of Gas 9.46 Approve Related-Party Transaction with For For Management OOO Gazprom Mezhregiongaz Re: Agreements on Sale of Gas 9.47 Approve Related-Party Transaction with For For Management OOO Gazprom Mezhregiongaz Re: Agreements on Sale of Gas 9.48 Approve Related-Party Transaction with For For Management OAO Gazprom Neft Re: Agreements onTransportation of Gas 9.49 Approve Related-Party Transaction with For For Management OAO AK Transneft Re: Agreements on Transportation and Storage of Oil 9.50 Approve Related-Party Transaction with For For Management OAO Gazprom Gazenergoset Re: Agreements on Transportation of Oil 9.51 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Research and Development Work 9.52 Approve Related-Party Transaction with For For Management OAO Gazprombank Re: Agreements on Guarantees to Customs Authorities 9.53 Approve Related-Party Transaction with For For Management OAO Severneftegazprom Re: Agreements on Sale /Purchase of Gas 9.54 Approve Related-Party Transaction with For For Management OAO Gazprom Neft Re: Agreements on Sale/Purchase of Oil 9.55 Approve Related-Party Transaction with For For Management OAO Gazprom Gazenergoset Re: Agreements on Gas Supply 9.56 Approve Related-Party Transaction with For For Management Latvias Gaze JSC Re: Agreements on Sale andTransportation of Gas 9.57 Approve Related-Party Transaction with For For Management AO Moldovagaz Re: Agreements on Sale, Storage/Pumping Services, and Transportation of Gas 9.58 Approve Related-Party Transaction with For For Management KazRosGaz LLP Re: Agreements on Transportation of Gas 9.59 Approve Related-Party Transaction with For For Management OAO Gazprom Transgaz Belarus Re: Agreements on Sale and Transportation of Gas 9.60 Approve Related-Party Transaction with For For Management OOO Gazprom Kyrgyzstan Re: Agreements on Sale of Gas 9.61 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Services of Advanced Training 9.62 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Research and Development Work 9.63 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Research and Development Work 9.64 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Research and Development Work 9.65 Approve Related-Party Transaction with For For Management Russian Presidential Academy of National Economy and Public Administration Re: Agreements on Services of Advanced Training 9.66 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Research and Development Work 9.67 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Research and Development Work 9.68 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Research and Development Work 9.69 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Research and Development Work 9.70 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Research and Development Work 9.71 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Services of Professional Retraining 9.72 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Services of Professional Retraining 9.73 Approve Related-Party Transaction with For For Management OAO SOGAZ Re: Agreement on Environment, Life, Health, and Individual Property Insurance 9.74 Approve Related-Party Transaction with For For Management OOO Gazprom Tsentrremont Re: Agreements onInvestment Projects 9.75 Approve Related-Party Transaction with For For Management OAO SOGAZ Re: Agreements on Insurance of Property 9.76 Approve Related-Party Transaction with For For Management OAO SOGAZ Re: Agreement on Liability Insurance to Members of Board of Directors and Management Board 9.77 Approve Related-Party Transaction with For For Management OAO SOGAZ Re: Agreements on Insurance of Gazprom's Employees Travelling on Official Business 9.78 Approve Related-Party Transaction with For For Management OAO SOGAZ Re: Agreements on Liability Insurance of Custom Transactions or Violation of Contracts 9.79 Approve Related-Party Transaction with For For Management OAO SOGAZ Re: Agreements on Life and Health Insurance of Gazprom's Employees 9.80 Approve Related-Party Transaction with For For Management OAO SOGAZ Re: Agreements on Insurance ofGazprom's Employees, Their Family Members, and Retired Former Employees 9.81 Approve Related-Party Transaction with For For Management ZAO Gazprom Armenia Re: License to Use OAO Gazprom's Trademarks 9.82 Approve Related-Party Transaction with For For Management OOO Gazprom Tsentrremont Re: License to Use OAO Gazprom's Trademarks 9.83 Approve Related-Party Transaction with For For Management OOO Gazprom Neft Re: Exclusive License to Use OAO Gazprom's Trademarks 9.84 Approve Related-Party Transaction with For For Management OOO Gazprom Neft Re: Ordinary (Non-Exclusive) License to Use OAO Gazprom's Trademarks 9.85 Approve Related-Party Transaction with For For Management Gazprom Germania GmbH Re: Transfer of Exclusive Right to Use Gazprom Germania's Trademark 9.86 Approve Related-Party Transaction with For For Management Gazprom Marketing and Trading Limited Re: Transfer of Exclusive Right to Use Gazprom's and Gazprom UK Trading's Trademarks 9.87 Approve Related-Party Transaction with For For Management OOO Gazprom Kyrgyzstan Re: License to Use OAO Gazprom's Trademarks 9.88 Approve Related-Party Transaction with For For Management Gazprom Austria Re: License to Use OAO Gazprom's Trademarks 9.89 Approve Related-Party Transaction with For For Management Multiple Parties Re: Agreements on Arranging Stocktaking of Gazprom's Fixed Assets Transferred in Lease 9.90 Approve Related-Party Transaction with For For Management OAO SOGAZ Re: Agreements on Insurance of Transportation Vehicles Owned by Gazprom 9.91 Approve Related-Party Transaction with For For Management ZAO Gazprom Armenia Re: Transfer of Exclusive Right to Use Gazprom Armenia's Trademark 9.92 Approve Related-Party Transaction with For For Management OAO Rosneft Oil Company Re: Agreements on Transportation of Gas 9.93 Approve Related-Party Transaction with For For Management OAO NOVATEK Re: Agreements on Transportation of Gas 9.94 Approve Related-Party Transaction with For For Management OOO Gazprom Mezhregiongaz Re: Gas Supply Agreements 10.1 Elect Andrey Akimov as Director None Against Management 10.2 Elect Farit Gazizullin as Director None Against Management 10.3 Elect Viktor Zubkov as Director None Against Management 10.4 Elect Elena Karpel as Director None Against Management 10.5 Elect Timur Kulibayev as Director None Against Management 10.6 Elect Vitaliy Markelov as Director None Against Management 10.7 Elect Viktor Martynov as Director None Against Management 10.8 Elect Vladimir Mau as Director None Against Management 10.9 Elect Aleksey Miller as Director None Against Management 10.10 Elect Valery Musin as Director None For Management 10.11 Elect Aleksandr Novak as Director None Against Management 10.12 Elect Andrey Sapelin as Director None Against Management 10.13 Elect Mikhail Sereda as Director None Against Management 11.1 Elect Vladimir Alisov as Member of For Do Not Vote Management Audit Commission 11.2 Elect Aleksey Afonyashin as Member of For Do Not Vote Management Audit Commission 11.3 Elect Andrey Belobrov as Member of For Do Not Vote Management Audit Commission 11.4 Elect Vadim Bikulov as Member of Audit For For Management Commission 11.5 Elect Olga Gracheva as Member of Audit For Do Not Vote Management Commission 11.6 Elect Aleksandr Ivannikov as Member of For Do Not Vote Management Audit Commission 11.7 Elect Viktor Mamin as Member of Audit For Do Not Vote Management Commission 11.8 Elect Margarita Mironova as Member of For Do Not Vote Management Audit Commission 11.9 Elect Marina Mikhina as Member of For For Management Audit Commission 11.10 Elect Lidiya Morozova as Member of For Do Not Vote Management Audit Commission 11.11 Elect Ekateriny Nikitina as Member of For Do Not Vote Management Audit Commission 11.12 Elect Yuriy Nosov as Member of Audit For For Management Commission 11.13 Elect Karen Oganyan as Member of Audit For Against Management Commission 11.14 Elect Sergey Platonov as Member of For Against Management Audit Commission 11.15 Elect Mikhail Rosseyev as Member of For Against Management Audit Commission 11.16 Elect Viktoriya Semerikova as Member For Against Management of Audit Commission 11.17 Elect Oleg Fedorov as Member of Audit For Against Management Commission 11.18 Elect Tatyana Fisenko as Member of For Against Management Audit Commission 1 Approve Annual Report For For Management 2 Approve Financial Statements For For Management 3 Approve Allocation of Income For For Management 4 Approve Dividends of RUB 7.20 Per Share For For Management 5 Ratify Financial and Accounting For For Management Consultants LLC as Auditor 6 Approve Remuneration of Directors For Against Management 7 Approve Remuneration of Members of For For Management Audit Commission 8 Approve New Edition of Charter For For Management 9.1 Approve Related-Party Transaction with For For Management OAO Gazprombank Re: Loan Agreements 9.2 Approve Related-Party Transaction with For For Management OAO Sberbank of Russia Re: Loan Agreements 9.3 Approve Related-Party Transaction with For For Management OAO Bank VTB Re: Loan Agreements 9.4 Approve Related-Party Transaction with For For Management OAO Gazprombank Re: Loan Facility Agreement 9.5 Approve Related-Party Transaction with For For Management OAO Sberbank of Russia Re: Loan Facility Agreement 9.6 Approve Related-Party Transaction with For For Management OAO Bank VTB Re: Loan Facility Agreement 9.7 Approve Related-Party Transaction with For For Management OAO Gazprombank and OAO Sberbank of Russia Re: Agreements on Transfer of Funds and Maintaining Minimum Balance on Bank Accounts 9.9 Approve Related-Party Transaction with For For Management OAO Rosselkhozbank Re: Agreements on Transfer of Funds and Maintaining Minimum Balance On Bank Accounts 9.10 Approve Related-Party Transaction with For For Management OAO Bank VTB Re: Agreements on Transfer of Funds and Maintaining Minimum Balance On Bank Accounts 9.12 Approve Related-Party Transaction with For For Management OAO Gazprombank Re: Agreements on Foreign Currency Purchase/Sale 9.13 Approve Related-Party Transaction with For For Management OAO Bank VTB Re: Agreements on Foreign Currency Purchase/Sale 9.14 Approve Related-Party Transaction with For For Management OAO Bank VTB Re: Master Agreement on Financial Market Futures and Forward Deals 9.15 Approve Related-Party Transaction with For For Management OAO Sberbank of Russia Re: Agreements on Foreign Currency Purchase/Sale 9.16 Approve Related-Party Transaction with For For Management OAO Bank VTB Re: Deposit Agreements 9.17 Approve Related-Party Transaction with For For Management OAO Gazprombank Re: Deposit Agreements 9.18 Approve Related-Party Transaction with For For Management OAO Sberbank of Russia Re: Deposit Agreements 9.19 Approve Related-Party Transaction with For For Management OAO Gazprombank Re: Guarantee Agreements for Securing Obligations of Gazprom's Subsidiaries 9.20 Approve Related-Party Transaction with For For Management OAO Sberbank of Russia Re: Guarantee Agreements for Securing Obligations of Gazprom's Subsidiaries 9.21 Approve Related-Party Transaction with For For Management OAO Bank VTB Re: Guarantee Agreements for Securing Obligations of Gazprom's Subsidiaries 9.22 Approve Related-Party Transaction with For For Management OAO Gazprombank Re: Agreements on Guarantees to Tax Authorities 9.23 Approve Related-Party Transaction with For For Management OAO Bank VTB Re: Agreements on Guarantees to Tax Authorities 9.24 Approve Related-Party Transaction with For For Management OAO Sberbank of Russia Re: Agreements on Guarantees to Tax Authorities 9.25 Approve Related-Party Transaction with For For Management OAO Bank VTB Re: Agreements on Using Electronic Payments System 9.26 Approve Related-Party Transaction with For For Management OAO Rosselkhozbank Re: Agreements on Using Electronic Payments System 9.27 Approve Related-Party Transaction with For For Management OAO Gazprombank Re: Overdraft Agreements 9.28 Approve Related-Party Transaction with For For Management DOAO Tsentrenergogaz Re: Agreements on Temporary Possession and Use of Building and Equipment 9.29 Approve Related-Party Transaction with For For Management OAO Gazprombank Re: Agreements on Temporary Possession and Use of Non-residential Premises 9.30 Approve Related-Party Transaction with For For Management OAO Gazprom Neft Re: Agreements on Temporary Possession and Use of Software and Hardware Solutions, and Special-Purpose Telecommunications 9.31 Approve Related-Party Transaction with For For Management OAO Vostokgazprom Re: Agreements on Temporary Possession and Use of Special-Purpose Telecommunications 9.32 Approve Related-Party Transaction with For For Management OAO Gazprom Kosmicheskiye Sistemy Re: Agreements on Temporary Possession and Use of Software and Hardware Solutions 9.33 Approve Related-Party Transaction with For For Management OOO Gazprom Mezhregiongaz Re: Agreements on Temporary Possession and Use of Software and Hardware Solutions 9.34 Approve Related-Party Transaction with For For Management OOO Gazprom Komplektatsia Re: Agreements on Temporary Possession and Use of Software and Hardware Solutions and Special-Purpose Telecommunications 9.35 Approve Related-Party Transaction with For For Management OOO Gazprom Tsentrremont Re: Agreements on Temporary Possession and Use of Software and Hardware Solutions 9.36 Approve Related-Party Transaction with For For Management OAO Gazprom Gazoraspredeleniye Re: Agreements on Temporary Possession and Use of Gas Distribution System, Software and Hardware Solutions 9.37 Approve Related-Party Transaction with For For Management OAO Spetsgazavtotrans Re: Agreements on Temporary Possession and Use of Heated Parking Lots and Hostels 9.38 Approve Related-Party Transaction with For For Management OAO Mosenergo Re: Agreements on Temporary Possession and Use of Software and Hardware Solutions 9.39 Approve Related-Party Transaction with For For Management OAO Gazprom Transgaz Belarus Re: Agreements on Temporary Possession and Use of Facilities of Yamal/Europe Long-Distance Gas Pipeline System and Servicing Equipment 9.40 Approve Related-Party Transaction with For For Management OOO Gazprom Investproyekt Re: Provision of Consulting Services 9.41 Approve Related-Party Transaction with For For Management OAO Druzhba Re: Agreements on Temporary Possession and Use of Facilities of Druzhba Holiday Hotel Facilities 9.42 Approve Related-Party Transaction with For For Management OAO NOVATEK Re: Provision of Pumping and Gas Storage Services 9.43 Approve Related-Party Transaction with For For Management OOO Gazprom Mezhregiongaz Re: Agreements on Transportation of Gas 9.45 Approve Related-Party Transaction with For For Management OOO Tomskgazprom Re: Agreements on Transportation of Gas 9.46 Approve Related-Party Transaction with For For Management OOO Gazprom Mezhregiongaz Re: Agreements on Sale of Gas 9.47 Approve Related-Party Transaction with For For Management OOO Gazprom Mezhregiongaz Re: Agreements on Sale of Gas 9.48 Approve Related-Party Transaction with For For Management OAO Gazprom Neft Re: Agreements onTransportation of Gas 9.49 Approve Related-Party Transaction with For For Management OAO AK Transneft Re: Agreements on Transportation and Storage of Oil 9.50 Approve Related-Party Transaction with For For Management OAO Gazprom Gazenergoset Re: Agreements on Transportation of Oil 9.51 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Research and Development Work 9.52 Approve Related-Party Transaction with For For Management OAO Gazprombank Re: Agreements on Guarantees to Customs Authorities 9.53 Approve Related-Party Transaction with For For Management OAO Severneftegazprom Re: Agreements on Sale /Purchase of Gas 9.54 Approve Related-Party Transaction with For For Management OAO Gazprom Neft Re: Agreements on Sale/Purchase of Oil 9.55 Approve Related-Party Transaction with For For Management OAO Gazprom Gazenergoset Re: Agreements on Gas Supply 9.56 Approve Related-Party Transaction with For For Management Latvias Gaze JSC Re: Agreements on Sale andTransportation of Gas 9.57 Approve Related-Party Transaction with For For Management AO Moldovagaz Re: Agreements on Sale, Storage/Pumping Services, and Transportation of Gas 9.58 Approve Related-Party Transaction with For For Management KazRosGaz LLP Re: Agreements on Transportation of Gas 9.59 Approve Related-Party Transaction with For For Management OAO Gazprom Transgaz Belarus Re: Agreements on Sale and Transportation of Gas 9.60 Approve Related-Party Transaction with For For Management OOO Gazprom Kyrgyzstan Re: Agreements on Sale of Gas 9.61 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Services of Advanced Training 9.62 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Research and Development Work 9.63 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Research and Development Work 9.64 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Research and Development Work 9.65 Approve Related-Party Transaction with For For Management Russian Presidential Academy of National Economy and Public Administration Re: Agreements on Services of Advanced Training 9.66 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Research and Development Work 9.67 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Research and Development Work 9.68 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Research and Development Work 9.69 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Research and Development Work 9.70 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Research and Development Work 9.71 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Services of Professional Retraining 9.72 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Services of Professional Retraining 9.73 Approve Related-Party Transaction with For For Management OAO SOGAZ Re: Agreement on Environment, Life, Health, and Individual Property Insurance 9.74 Approve Related-Party Transaction with For For Management OOO Gazprom Tsentrremont Re: Agreements onInvestment Projects 9.75 Approve Related-Party Transaction with For For Management OAO SOGAZ Re: Agreements on Insurance of Property 9.76 Approve Related-Party Transaction with For For Management OAO SOGAZ Re: Agreement on Liability Insurance to Members of Board of Directors and Management Board 9.77 Approve Related-Party Transaction with For For Management OAO SOGAZ Re: Agreements on Insurance of Gazprom's Employees Travelling on Official Business 9.78 Approve Related-Party Transaction with For For Management OAO SOGAZ Re: Agreements on Liability Insurance of Custom Transactions or Violation of Contracts 9.79 Approve Related-Party Transaction with For For Management OAO SOGAZ Re: Agreements on Life and Health Insurance of Gazprom's Employees 9.80 Approve Related-Party Transaction with For For Management OAO SOGAZ Re: Agreements on Insurance ofGazprom's Employees, Their Family Members, and Retired Former Employees 9.81 Approve Related-Party Transaction with For For Management ZAO Gazprom Armenia Re: License to Use OAO Gazprom's Trademarks 9.82 Approve Related-Party Transaction with For For Management OOO Gazprom Tsentrremont Re: License to Use OAO Gazprom's Trademarks 9.83 Approve Related-Party Transaction with For For Management OOO Gazprom Neft Re: Exclusive License to Use OAO Gazprom's Trademarks 9.84 Approve Related-Party Transaction with For For Management OOO Gazprom Neft Re: Ordinary (Non-Exclusive) License to Use OAO Gazprom's Trademarks 9.85 Approve Related-Party Transaction with For For Management Gazprom Germania GmbH Re: Transfer of Exclusive Right to Use Gazprom Germania's Trademark 9.86 Approve Related-Party Transaction with For For Management Gazprom Marketing and Trading Limited Re: Transfer of Exclusive Right to Use Gazprom's and Gazprom UK Trading's Trademarks 9.87 Approve Related-Party Transaction with For For Management OOO Gazprom Kyrgyzstan Re: License to Use OAO Gazprom's Trademarks 9.88 Approve Related-Party Transaction with For For Management Gazprom Austria Re: License to Use OAO Gazprom's Trademarks 9.89 Approve Related-Party Transaction with For For Management Multiple Parties Re: Agreements on Arranging Stocktaking of Gazprom's Fixed Assets Transferred in Lease 9.90 Approve Related-Party Transaction with For For Management OAO SOGAZ Re: Agreements on Insurance of Transportation Vehicles Owned by Gazprom 9.91 Approve Related-Party Transaction with For For Management ZAO Gazprom Armenia Re: Transfer of Exclusive Right to Use Gazprom Armenia's Trademark 9.92 Approve Related-Party Transaction with For For Management OAO Rosneft Oil Company Re: Agreements on Transportation of Gas 9.93 Approve Related-Party Transaction with For For Management OAO NOVATEK Re: Agreements on Transportation of Gas 9.94 Approve Related-Party Transaction with For For Management OOO Gazprom Mezhregiongaz Re: Gas Supply Agreements 10.1 Elect Andrey Akimov as Director None Against Management 10.2 Elect Farit Gazizullin as Director None Against Management 10.3 Elect Viktor Zubkov as Director None Against Management 10.4 Elect Elena Karpel as Director None Against Management 10.5 Elect Timur Kulibayev as Director None Against Management 10.6 Elect Vitaliy Markelov as Director None Against Management 10.7 Elect Viktor Martynov as Director None Against Management 10.8 Elect Vladimir Mau as Director None Against Management 10.9 Elect Aleksey Miller as Director None Against Management 10.10 Elect Valery Musin as Director None For Management 10.11 Elect Aleksandr Novak as Director None Against Management 10.12 Elect Andrey Sapelin as Director None Against Management 10.13 Elect Mikhail Sereda as Director None Against Management 11.1 Elect Vladimir Alisov as Member of For Against Management Audit Commission 11.2 Elect Aleksey Afonyashin as Member of For Against Management Audit Commission 11.3 Elect Andrey Belobrov as Member of For Against Management Audit Commission 11.4 Elect Vadim Bikulov as Member of Audit For For Management Commission 11.5 Elect Olga Gracheva as Member of Audit For Against Management Commission 11.6 Elect Aleksandr Ivannikov as Member of For Against Management Audit Commission 11.7 Elect Viktor Mamin as Member of Audit For Against Management Commission 11.8 Elect Margarita Mironova as Member of For Against Management Audit Commission 11.9 Elect Marina Mikhina as Member of For For Management Audit Commission 11.10 Elect Lidiya Morozova as Member of For Against Management Audit Commission 11.11 Elect Ekateriny Nikitina as Member of For Against Management Audit Commission 11.12 Elect Yuriy Nosov as Member of Audit For For Management Commission 11.13 Elect Karen Oganyan as Member of Audit For Against Management Commission 11.14 Elect Sergey Platonov as Member of For Against Management Audit Commission 11.15 Elect Mikhail Rosseyev as Member of For Against Management Audit Commission 11.16 Elect Viktoriya Semerikova as Member For Against Management of Audit Commission 11.17 Elect Oleg Fedorov as Member of Audit For Against Management Commission 11.18 Elect Tatyana Fisenko as Member of For Against Management Audit Commission 1 Approve Annual Report For For Management 2 Approve Financial Statements For For Management 3 Approve Allocation of Income For For Management 4 Approve Dividends of RUB 7.20 Per Share For For Management 5 Ratify Financial and Accounting For For Management Consultants LLC as Auditor 6 Approve Remuneration of Directors For Against Management 7 Approve Remuneration of Members of For For Management Audit Commission 8 Approve New Edition of Charter For For Management 9.1 Approve Related-Party Transaction with For For Management OAO Gazprombank Re: Loan Agreements 9.2 Approve Related-Party Transaction with For For Management OAO Sberbank of Russia Re: Loan Agreements 9.3 Approve Related-Party Transaction with For For Management OAO Bank VTB Re: Loan Agreements 9.4 Approve Related-Party Transaction with For For Management OAO Gazprombank Re: Loan Facility Agreement 9.5 Approve Related-Party Transaction with For For Management OAO Sberbank of Russia Re: Loan Facility Agreement 9.6 Approve Related-Party Transaction with For For Management OAO Bank VTB Re: Loan Facility Agreement 9.7 Approve Related-Party Transaction with For For Management OAO Gazprombank and OAO Sberbank of Russia Re: Agreements on Transfer of Funds and Maintaining Minimum Balance on Bank Accounts 9.9 Approve Related-Party Transaction with For For Management OAO Rosselkhozbank Re: Agreements on Transfer of Funds and Maintaining Minimum Balance On Bank Accounts 9.10 Approve Related-Party Transaction with For For Management OAO Bank VTB Re: Agreements on Transfer of Funds and Maintaining Minimum Balance On Bank Accounts 9.12 Approve Related-Party Transaction with For For Management OAO Gazprombank Re: Agreements on Foreign Currency Purchase/Sale 9.13 Approve Related-Party Transaction with For For Management OAO Bank VTB Re: Agreements on Foreign Currency Purchase/Sale 9.14 Approve Related-Party Transaction with For For Management OAO Bank VTB Re: Master Agreement on Financial Market Futures and Forward Deals 9.15 Approve Related-Party Transaction with For For Management OAO Sberbank of Russia Re: Agreements on Foreign Currency Purchase/Sale 9.16 Approve Related-Party Transaction with For For Management OAO Bank VTB Re: Deposit Agreements 9.17 Approve Related-Party Transaction with For For Management OAO Gazprombank Re: Deposit Agreements 9.18 Approve Related-Party Transaction with For For Management OAO Sberbank of Russia Re: Deposit Agreements 9.19 Approve Related-Party Transaction with For For Management OAO Gazprombank Re: Guarantee Agreements for Securing Obligations of Gazprom's Subsidiaries 9.20 Approve Related-Party Transaction with For For Management OAO Sberbank of Russia Re: Guarantee Agreements for Securing Obligations of Gazprom's Subsidiaries 9.21 Approve Related-Party Transaction with For For Management OAO Bank VTB Re: Guarantee Agreements for Securing Obligations of Gazprom's Subsidiaries 9.22 Approve Related-Party Transaction with For For Management OAO Gazprombank Re: Agreements on Guarantees to Tax Authorities 9.23 Approve Related-Party Transaction with For For Management OAO Bank VTB Re: Agreements on Guarantees to Tax Authorities 9.24 Approve Related-Party Transaction with For For Management OAO Sberbank of Russia Re: Agreements on Guarantees to Tax Authorities 9.25 Approve Related-Party Transaction with For For Management OAO Bank VTB Re: Agreements on Using Electronic Payments System 9.26 Approve Related-Party Transaction with For For Management OAO Rosselkhozbank Re: Agreements on Using Electronic Payments System 9.27 Approve Related-Party Transaction with For For Management OAO Gazprombank Re: Overdraft Agreements 9.28 Approve Related-Party Transaction with For For Management DOAO Tsentrenergogaz Re: Agreements on Temporary Possession and Use of Building and Equipment 9.29 Approve Related-Party Transaction with For For Management OAO Gazprombank Re: Agreements on Temporary Possession and Use of Non-residential Premises 9.30 Approve Related-Party Transaction with For For Management OAO Gazprom Neft Re: Agreements on Temporary Possession and Use of Software and Hardware Solutions, and Special-Purpose Telecommunications 9.31 Approve Related-Party Transaction with For For Management OAO Vostokgazprom Re: Agreements on Temporary Possession and Use of Special-Purpose Telecommunications 9.32 Approve Related-Party Transaction with For For Management OAO Gazprom Kosmicheskiye Sistemy Re: Agreements on Temporary Possession and Use of Software and Hardware Solutions 9.33 Approve Related-Party Transaction with For For Management OOO Gazprom Mezhregiongaz Re: Agreements on Temporary Possession and Use of Software and Hardware Solutions 9.34 Approve Related-Party Transaction with For For Management OOO Gazprom Komplektatsia Re: Agreements on Temporary Possession and Use of Software and Hardware Solutions and Special-Purpose Telecommunications 9.35 Approve Related-Party Transaction with For For Management OOO Gazprom Tsentrremont Re: Agreements on Temporary Possession and Use of Software and Hardware Solutions 9.36 Approve Related-Party Transaction with For For Management OAO Gazprom Gazoraspredeleniye Re: Agreements on Temporary Possession and Use of Gas Distribution System, Software and Hardware Solutions 9.37 Approve Related-Party Transaction with For For Management OAO Spetsgazavtotrans Re: Agreements on Temporary Possession and Use of Heated Parking Lots and Hostels 9.38 Approve Related-Party Transaction with For For Management OAO Mosenergo Re: Agreements on Temporary Possession and Use of Software and Hardware Solutions 9.39 Approve Related-Party Transaction with For For Management OAO Gazprom Transgaz Belarus Re: Agreements on Temporary Possession and Use of Facilities of Yamal/Europe Long-Distance Gas Pipeline System and Servicing Equipment 9.40 Approve Related-Party Transaction with For For Management OOO Gazprom Investproyekt Re: Provision of Consulting Services 9.41 Approve Related-Party Transaction with For For Management OAO Druzhba Re: Agreements on Temporary Possession and Use of Facilities of Druzhba Holiday Hotel Facilities 9.42 Approve Related-Party Transaction with For For Management OAO NOVATEK Re: Provision of Pumping and Gas Storage Services 9.43 Approve Related-Party Transaction with For For Management OOO Gazprom Mezhregiongaz Re: Agreements on Transportation of Gas 9.45 Approve Related-Party Transaction with For For Management OOO Tomskgazprom Re: Agreements on Transportation of Gas 9.46 Approve Related-Party Transaction with For For Management OOO Gazprom Mezhregiongaz Re: Agreements on Sale of Gas 9.47 Approve Related-Party Transaction with For For Management OOO Gazprom Mezhregiongaz Re: Agreements on Sale of Gas 9.48 Approve Related-Party Transaction with For For Management OAO Gazprom Neft Re: Agreements onTransportation of Gas 9.49 Approve Related-Party Transaction with For For Management OAO AK Transneft Re: Agreements on Transportation and Storage of Oil 9.50 Approve Related-Party Transaction with For For Management OAO Gazprom Gazenergoset Re: Agreements on Transportation of Oil 9.51 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Research and Development Work 9.52 Approve Related-Party Transaction with For For Management OAO Gazprombank Re: Agreements on Guarantees to Customs Authorities 9.53 Approve Related-Party Transaction with For For Management OAO Severneftegazprom Re: Agreements on Sale /Purchase of Gas 9.54 Approve Related-Party Transaction with For For Management OAO Gazprom Neft Re: Agreements on Sale/Purchase of Oil 9.55 Approve Related-Party Transaction with For For Management OAO Gazprom Gazenergoset Re: Agreements on Gas Supply 9.56 Approve Related-Party Transaction with For For Management Latvias Gaze JSC Re: Agreements on Sale andTransportation of Gas 9.57 Approve Related-Party Transaction with For For Management AO Moldovagaz Re: Agreements on Sale, Storage/Pumping Services, and Transportation of Gas 9.58 Approve Related-Party Transaction with For For Management KazRosGaz LLP Re: Agreements on Transportation of Gas 9.59 Approve Related-Party Transaction with For For Management OAO Gazprom Transgaz Belarus Re: Agreements on Sale and Transportation of Gas 9.60 Approve Related-Party Transaction with For For Management OOO Gazprom Kyrgyzstan Re: Agreements on Sale of Gas 9.61 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Services of Advanced Training 9.62 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Research and Development Work 9.63 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Research and Development Work 9.64 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Research and Development Work 9.65 Approve Related-Party Transaction with For For Management Russian Presidential Academy of National Economy and Public Administration Re: Agreements on Services of Advanced Training 9.66 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Research and Development Work 9.67 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Research and Development Work 9.68 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Research and Development Work 9.69 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Research and Development Work 9.70 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Research and Development Work 9.71 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Services of Professional Retraining 9.72 Approve Related-Party Transaction with For For Management Gubkin Russian State University of Oil and Gas Re: Agreements on Services of Professional Retraining 9.73 Approve Related-Party Transaction with For For Management OAO SOGAZ Re: Agreement on Environment, Life, Health, and Individual Property Insurance 9.74 Approve Related-Party Transaction with For For Management OOO Gazprom Tsentrremont Re: Agreements onInvestment Projects 9.75 Approve Related-Party Transaction with For For Management OAO SOGAZ Re: Agreements on Insurance of Property 9.76 Approve Related-Party Transaction with For For Management OAO SOGAZ Re: Agreement on Liability Insurance to Members of Board of Directors and Management Board 9.77 Approve Related-Party Transaction with For For Management OAO SOGAZ Re: Agreements on Insurance of Gazprom's Employees Travelling on Official Business 9.78 Approve Related-Party Transaction with For For Management OAO SOGAZ Re: Agreements on Liability Insurance of Custom Transactions or Violation of Contracts 9.79 Approve Related-Party Transaction with For For Management OAO SOGAZ Re: Agreements on Life and Health Insurance of Gazprom's Employees 9.80 Approve Related-Party Transaction with For For Management OAO SOGAZ Re: Agreements on Insurance ofGazprom's Employees, Their Family Members, and Retired Former Employees 9.81 Approve Related-Party Transaction with For For Management ZAO Gazprom Armenia Re: License to Use OAO Gazprom's Trademarks 9.82 Approve Related-Party Transaction with For For Management OOO Gazprom Tsentrremont Re: License to Use OAO Gazprom's Trademarks 9.83 Approve Related-Party Transaction with For For Management OOO Gazprom Neft Re: Exclusive License to Use OAO Gazprom's Trademarks 9.84 Approve Related-Party Transaction with For For Management OOO Gazprom Neft Re: Ordinary (Non-Exclusive) License to Use OAO Gazprom's Trademarks 9.85 Approve Related-Party Transaction with For For Management Gazprom Germania GmbH Re: Transfer of Exclusive Right to Use Gazprom Germania's Trademark 9.86 Approve Related-Party Transaction with For For Management Gazprom Marketing and Trading Limited Re: Transfer of Exclusive Right to Use Gazprom's and Gazprom UK Trading's Trademarks 9.87 Approve Related-Party Transaction with For For Management OOO Gazprom Kyrgyzstan Re: License to Use OAO Gazprom's Trademarks 9.88 Approve Related-Party Transaction with For For Management Gazprom Austria Re: License to Use OAO Gazprom's Trademarks 9.89 Approve Related-Party Transaction with For For Management Multiple Parties Re: Agreements on Arranging Stocktaking of Gazprom's Fixed Assets Transferred in Lease 9.90 Approve Related-Party Transaction with For For Management OAO SOGAZ Re: Agreements on Insurance of Transportation Vehicles Owned by Gazprom 9.91 Approve Related-Party Transaction with For For Management ZAO Gazprom Armenia Re: Transfer of Exclusive Right to Use Gazprom Armenia's Trademark 9.92 Approve Related-Party Transaction with For For Management OAO Rosneft Oil Company Re: Agreements on Transportation of Gas 9.93 Approve Related-Party Transaction with For For Management OAO NOVATEK Re: Agreements on Transportation of Gas 9.94 Approve Related-Party Transaction with For For Management OOO Gazprom Mezhregiongaz Re: Gas Supply Agreements 10.1 Elect Andrey Akimov as Director None Against Management 10.2 Elect Farit Gazizullin as Director None Against Management 10.3 Elect Viktor Zubkov as Director None Against Management 10.4 Elect Elena Karpel as Director None Against Management 10.5 Elect Timur Kulibayev as Director None Against Management 10.6 Elect Vitaliy Markelov as Director None Against Management 10.7 Elect Viktor Martynov as Director None Against Management 10.8 Elect Vladimir Mau as Director None Against Management 10.9 Elect Aleksey Miller as Director None Against Management 10.10 Elect Valery Musin as Director None For Management 10.11 Elect Aleksandr Novak as Director None Against Management 10.12 Elect Andrey Sapelin as Director None Against Management 10.13 Elect Mikhail Sereda as Director None Against Management 11.1 Elect Vladimir Alisov as Member of For Against Management Audit Commission 11.2 Elect Aleksey Afonyashin as Member of For Against Management Audit Commission 11.3 Elect Andrey Belobrov as Member of For Against Management Audit Commission 11.4 Elect Vadim Bikulov as Member of Audit For For Management Commission 11.5 Elect Olga Gracheva as Member of Audit For Against Management Commission 11.6 Elect Aleksandr Ivannikov as Member of For Against Management Audit Commission 11.7 Elect Viktor Mamin as Member of Audit For Against Management Commission 11.8 Elect Margarita Mironova as Member of For Against Management Audit Commission 11.9 Elect Marina Mikhina as Member of For For Management Audit Commission 11.10 Elect Lidiya Morozova as Member of For Against Management Audit Commission 11.11 Elect Ekateriny Nikitina as Member of For Against Management Audit Commission 11.12 Elect Yuriy Nosov as Member of Audit For For Management Commission 11.13 Elect Karen Oganyan as Member of Audit For Against Management Commission 11.14 Elect Sergey Platonov as Member of For Against Management Audit Commission 11.15 Elect Mikhail Rosseyev as Member of For Against Management Audit Commission 11.16 Elect Viktoriya Semerikova as Member For Against Management of Audit Commission 11.17 Elect Oleg Fedorov as Member of Audit For Against Management Commission 11.18 Elect Tatyana Fisenko as Member of For Against Management Audit Commission -------------------------------------------------------------------------------- GENOMMA LAB INTERNACIONAL S.A.B. DE C.V. Ticker: LABB Security ID: P48318102 Meeting Date: APR 14, 2015 Meeting Type: Annual Record Date: APR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements, For For Management Statutory Reports and Allocation of Income 2 Elect or Ratify Directors, For For Management Secretaries, and Chairmen of Audit and Corporate Governance Committees 3 Approve Remuneration of Directors, For For Management Secretaries and Members of Board Committees 4 Accept Report on Share Repurchase; Set For For Management Aggregate Nominal Amount of Share Repurchase Reserve 5 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- GENTING MALAYSIA BERHAD Ticker: GENM Security ID: Y2698A103 Meeting Date: JUN 10, 2015 Meeting Type: Annual Record Date: JUN 03, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Final Dividend For For Management 2 Approve Remuneration of Directors For For Management 3 Elect Lim Kok Thay as Director For For Management 4 Elect Teo Eng Siong as Director For For Management 5 Elect Mohammed Hanif bin Omar as For For Management Director 6 Elect Alwi Jantan as Director For For Management 7 Elect Clifford Francis Herbert as For For Management Director 8 Approve PricewaterhouseCoopers as For For Management Auditors and Authorize Board to Fix Their Remuneration 9 Approve Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights 10 Authorize Share Repurchase Program For For Management 11 Approve Renewal of Existing For For Management Shareholders' Mandate and Implementation of New Shareholders' Mandate for Additional Recurrent Related Party Transactions -------------------------------------------------------------------------------- GLENMARK PHARMACEUTICALS LTD. Ticker: 532296 Security ID: Y2711C144 Meeting Date: NOV 19, 2014 Meeting Type: Court Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Scheme of Amalgamation For For Management -------------------------------------------------------------------------------- GLENMARK PHARMACEUTICALS LTD. Ticker: 532296 Security ID: Y2711C144 Meeting Date: NOV 21, 2014 Meeting Type: Special Record Date: OCT 10, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Scheme of Amalgamation For For Management -------------------------------------------------------------------------------- GLENMARK PHARMACEUTICALS LTD. Ticker: 532296 Security ID: Y2711C144 Meeting Date: DEC 28, 2014 Meeting Type: Special Record Date: NOV 21, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights 2 Approve Increase in Limit on Foreign For For Management Shareholdings -------------------------------------------------------------------------------- GLENMARK PHARMACEUTICALS LTD. Ticker: 532296 Security ID: Y2711C144 Meeting Date: MAY 13, 2015 Meeting Type: Special Record Date: MAY 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Issuance of Shares to Aranda For For Management Investments (Mauritius) Pte Ltd. -------------------------------------------------------------------------------- GLOBALTRANS INVESTMENT PLC Ticker: GLTR Security ID: 37949E204 Meeting Date: APR 27, 2015 Meeting Type: Annual Record Date: APR 01, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Non Distribution of Dividends For For Management 3 Approve Auditors and Authorize Board For For Management to Fix Their Remuneration 4 Approve Termination of Powers of Board For For Management of Directors 5 Elect Alexander Eliseev as Director For For Management 6 Elect Michael Zampelas as Director and For For Management Approve His Remuneration 7 Elect George Papaioannou as Director For For Management and Approve His Remuneration 8 Elect J. Carroll Colley as Director For For Management and Approve His Remuneration 9 Elect Johann Franz Durrer as Director For For Management and Approve His Remuneration 10 Elect Sergey Maltsev as Director For For Management 11 Elect Michael Thomaides as Director For For Management 12 Elect Elia Nicolaou as Director and For For Management Approve Her Remuneration 13 Elect Konstantin Shirokov as Director For For Management 14 Elect Andrey Gomon as Director For For Management 15 Elect Alexander Storozhev as Director For For Management 16 Elect Alexander Tarasov as Director For For Management 17 Elect Marios Tofaros as Director and For For Management Approve His Remuneration 18 Elect Sergey Tolmachev as Director For For Management 19 Elect Melina Pyrgou as Director For For Management -------------------------------------------------------------------------------- GRUPO FINANCIERO BANORTE S.A.B. DE C.V. Ticker: GFNORTEO Security ID: P49501201 Meeting Date: JUL 04, 2014 Meeting Type: Special Record Date: JUN 24, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Change Company's Subsidiary Names to For For Management Seguros Banorte SA de CV, Grupo Financiero Banorte and Pensiones Banorte SA de CV, Grupo Financiero Banorte; Amend Article Second of Bylaws; Authorization to Subscribe a New Agreement of Shared Responsibilities 2 Amend Bylaws in Order to Comply with For For Management Law Regulating of Financial Institutions Published on Jan. 10, 2014; Approve Total Exchange of Shares Representing Company's Equity to Comply with Requirements Set Forth in Article Eleventh of Bylaws 3 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- GRUPO FINANCIERO BANORTE S.A.B. DE C.V. Ticker: GFNORTEO Security ID: P49501201 Meeting Date: OCT 22, 2014 Meeting Type: Special Record Date: OCT 10, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Carlos Hank Gonzalez as Director For For Management to Replace Graciela Gonzalez Moreno 1.2 Elect Graciela Gonzalez Moreno as For For Management Alternate Director to Replace Alejandro Hank Gonzalez 1.3 Approve Directors Liability and For For Management Indemnification 2 Approve Cash Dividends of MXN 0.2435 For For Management Per Share 3 Approve Creation of an Incentive Plan For For Management for the Employees of the Company and its Subsidiaries 4 Receive External Auditor's Report on For For Management Fiscal Obligations 5 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- GRUPO FINANCIERO BANORTE S.A.B. DE C.V. Ticker: GFNORTEO Security ID: P49501201 Meeting Date: JAN 21, 2015 Meeting Type: Special Record Date: JAN 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Cash Dividends of MXN 0.2435 For For Management Per Share 2 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- GRUPO FINANCIERO BANORTE S.A.B. DE C.V. Ticker: GFNORTEO Security ID: P49501201 Meeting Date: APR 24, 2015 Meeting Type: Annual Record Date: APR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Allocation of Income For For Management 3 Approve Cash Dividends of MXN 0.4870 For For Management Per Share 4.a1 Elect Carlos Hank Gonzalez as Board For For Management Chairman 4.a2 Elect Juan Antonio Gonzalez Moreno as For For Management Director 4.a3 Elect David Villarreal Montemayor as For For Management Director 4.a4 Elect Jose Marcos Ramirez Miguel as For For Management Director 4.a5 Elect Everardo Elizondo Almaguer as For For Management Director 4.a6 Elect Patricia Armendariz Guerra as For For Management Director 4.a7 Elect Hector Reyes-Retana y Dahl as For For Management Director 4.a8 Elect Juan Carlos Braniff Hierro as For For Management Director 4.a9 Elect Armando Garza Sada as Director For For Management 4.a10 Elect Alfredo Elias Ayub as Director For For Management 4.a11 Elect Adrian Sada Cueva as Director For For Management 4.a12 Elect Miguel Aleman Magnani as Director For For Management 4.a13 Elect Alejandro Burillo Azcarraga as For For Management Director 4.a14 Elect Jose Antonio Chedraui Eguia as For For Management Director 4.a15 Elect Alfonso de Angoitia Noriega as For For Management Director 4.a16 Elect Graciela Gonzalez Moreno as For For Management Alternate Director 4.a17 Elect Juan Antonio Gonzalez Marcos as For For Management Alternate Director 4.a18 Elect Jose Maria Garza Trevino as For For Management Alternate Director 4.a19 Elect Robert William Chandler Edwards For For Management as Alternate Director 4.a20 Elect Alberto Halabe Hamui as For For Management Alternate Director 4.a21 Elect Roberto Kelleher Vales as For For Management Alternate Director 4.a22 Elect Manuel Aznar Nicolin as For For Management Alternate Director 4.a23 Elect Guillermo Mascarenas Milmo as For For Management Alternate Director 4.a24 Elect Ramon A. Leal Chapa as Alternate For For Management Director 4.a25 Elect Isaac Becker Kabacnik as For For Management Alternate Director 4.a26 Elect Eduardo Livas Cantu as Alternate For For Management Director 4.a27 Elect Lorenzo Lazo Margain as For For Management Alternate Director 4.a28 Elect Javier Braun Burillo as For For Management Alternate Director 4.a29 Elect Rafael Contreras Grosskelwing as For For Management Alternate Director 4.a30 Elect Guadalupe Phillips Margain as For For Management Alternate Director 4.b Elect Hector Avila Flores as Board For For Management Secretary Who Will Not Be Part of Board 4.c Approve Directors Liability and For For Management Indemnification 5 Approve Remuneration of Directors For For Management 6 Elect Hector Reyes Retana y Dahl as For For Management Chairman of Audit and Corporate Practices Committee 7 Approve Report on Share Repurchase; For For Management Set Aggregate Nominal Amount of Share Repurchase Program 8 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- GRUPO FINANCIERO SANTANDER MEXICO S.A.B. DE C.V. Ticker: SANMEXB Security ID: 40053C105 Meeting Date: NOV 27, 2014 Meeting Type: Special Record Date: NOV 13, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Cash Dividends For For Management 2 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- GRUPO FINANCIERO SANTANDER MEXICO S.A.B. DE C.V. Ticker: SANMEXB Security ID: 40053C105 Meeting Date: APR 28, 2015 Meeting Type: Annual/Special Record Date: APR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Allocation of Income For For Management 3 Accept Chairman's and CEO's Report For For Management 4 Accept Board's Opinion on President's For For Management and CEO Report 5 Accept Board Report on Major For For Management Accounting and Disclosure Criteria and Policies 6 Accept Report on Adherence to Fiscal For For Management Obligations for Fiscal Year 2013 7 Accept Report on Operations and For For Management Activities Undertaken by Board 8 Accept Board Report on Activities of For For Management Audit Committee and Corporate Governance, Nominating and Remuneration Committee 9 Elect and Ratify Directors and Their For Against Management Respective Alternate Representatives of Class F and B Shareholders; Fix Their Remuneration 10 Approve Cash Dividends For For Management 11 Authorize Board to Ratify and Execute For For Management Approved Resolutions 1 Elect or Ratify Directors Representing For Against Management Series B Shareholders 2 Authorize Board to Ratify and Execute For Against Management Approved Resolutions -------------------------------------------------------------------------------- GRUPO MEXICO S.A.B. DE C.V. Ticker: GMEXICOB Security ID: P49538112 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: APR 22, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Consolidated Financial For For Management Statements and Statutory Reports 2 Present Report on Compliance with For For Management Fiscal Obligations 3 Approve Allocation of Income For For Management 4 Approve Policy Related to Acquisition For For Management of Own Shares for 2014; Set Aggregate Nominal Amount of Share Repurchase Reserve for 2015 5 Approve Discharge of Board of For For Management Directors, Executive Chairman and Board Committees 6 Elect or Ratify Directors; Verify For Against Management Independence of Board Members; Elect or Ratify Chairmen and Members of Board Committees 7 Approve Remuneration of Directors and For For Management Members of Board Committees 8 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- GRUPO TELEVISA S.A.B. Ticker: TLEVISACPO Security ID: 40049J206 Meeting Date: APR 29, 2015 Meeting Type: Annual/Special Record Date: APR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect or Ratify Directors Representing For Against Management Series L Shareholders 2 Authorize Board to Ratify and Execute For Against Management Approved Resolutions 1 Elect or Ratify Directors Representing For Against Management Series D Shareholders 2 Authorize Board to Ratify and Execute For Against Management Approved Resolutions 1 Approve Financial Statements and For For Management Statutory Reports as Required by Article 28 of Mexican Securities Law, Approve Financial Statements; Approve Discharge of Directors, CEO and Board Committees 2 Present Report on Compliance with For For Management Fiscal Obligations 3 Approve Allocation of Income For For Management 4 Set Aggregate Nominal Amount for Share For For Management Repurchase and Receive Report on Board's Decision on Share Repurchase, Sale of Treasury Shares, and Share Plan 5 Elect or Ratify Members of Board, For Against Management Secretary and Other Officers 6 Elect or Ratify Members of Executive For Against Management Committee 7 Elect or Ratify Chairman of Audit For Against Management Committee and Corporate Practices Committee 8 Approve Remuneration of Board Members, For For Management Executive, Audit and Corporate Practices Committees, and Secretary 9 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- HABIB BANK LTD. Ticker: HBL Security ID: Y2974J109 Meeting Date: APR 25, 2015 Meeting Type: Special Record Date: APR 18, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Scheme of Amalgamation For Against Management -------------------------------------------------------------------------------- HABIB BANK LTD. Ticker: HBL Security ID: Y2974J109 Meeting Date: APR 25, 2015 Meeting Type: Special Record Date: APR 18, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Scheme of Amalgamation For Against Management -------------------------------------------------------------------------------- HALLA VISTEON CLIMATE CONTROL CORP. Ticker: 018880 Security ID: Y29874107 Meeting Date: MAR 30, 2015 Meeting Type: Annual Record Date: DEC 31, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Allocation of Income 2 Amend Articles of Incorporation For Against Management 3 Approve Terms of Retirement Pay For For Management 4 Elect One Inside Director, Nine For For Management Outside Directors, and Four NINEDs (Bundled) 5 Elect Six Members of Audit Committee For For Management 6 Approve Total Remuneration of Inside For For Management Directors and Outside Directors -------------------------------------------------------------------------------- HANWHA LIFE INSURANCE CO., LTD. Ticker: 088350 Security ID: Y4871N100 Meeting Date: SEP 29, 2014 Meeting Type: Special Record Date: AUG 27, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Kim Yeon-Bae as Inside Director For For Management -------------------------------------------------------------------------------- HANWHA LIFE INSURANCE CO., LTD. Ticker: 088350 Security ID: Y306AX100 Meeting Date: MAR 20, 2015 Meeting Type: Annual Record Date: DEC 31, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Allocation of Income 2 Elect One Inside Director and Three For For Management Outside Directors (Bundled) 3 Elect Moon Sung-Woo Members of Audit For For Management Committee 4 Approve Total Remuneration of Inside For For Management Directors and Outside Directors -------------------------------------------------------------------------------- HAVELLS INDIA LTD. Ticker: 517354 Security ID: Y3114H136 Meeting Date: JUL 09, 2014 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend of INR 10.00 For For Management Per Share 3 Reelect S. Gupta as Director For For Management 4 Approve V.R. Bansal & Associates and S. For For Management R. Batliboi & Co. LLP as Auditors and Authorize Board to Fix Their Remuneration 5 Reelect A.P. Gandhi as Independent For For Management Non-Executive Director 6 Reelect V.K. Chopra as Independent For For Management Non-Executive Director 7 Elect S.B. Mathur as Independent For For Management Non-Executive Director 8 Elect S.K. Tuteja as Independent For For Management Non-Executive Director 9 Elect A. Kishore as Independent For For Management Non-Executive Director 10 Approve Revision in the Appointment of For For Management Q.R. Gupta, Chairman and Managing Director 11 Approve Revision in the Appointment of For For Management A.R. Gupta, Joint Managing Director 12 Approve Revision in the Appointment of For For Management R. Gupta, Executive Director (Finance) 13 Approve Payment of Remuneration to For For Management Cost Auditor -------------------------------------------------------------------------------- HAVELLS INDIA LTD. Ticker: 517354 Security ID: Y3114H136 Meeting Date: AUG 04, 2014 Meeting Type: Special Record Date: JUN 27, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Stock Split For For Management 2 Amend Memorandum of Association to For For Management Reflect Changes in Authorized Share Capital -------------------------------------------------------------------------------- HCL TECHNOLOGIES LTD. Ticker: 532281 Security ID: Y3121G147 Meeting Date: NOV 29, 2014 Meeting Type: Special Record Date: OCT 24, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Memorandum of Association For For Management 2 Adopt New Articles of Association For Against Management -------------------------------------------------------------------------------- HCL TECHNOLOGIES LTD. Ticker: 532281 Security ID: Y3121G147 Meeting Date: DEC 04, 2014 Meeting Type: Annual Record Date: OCT 31, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Vacancy on the Board Resulting For For Management from the Retirement of S.M. Datar 3 Reelect S. Nadar as Director For For Management 4 Approve S. R. Batliboi & Co. LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 5 Elect S. Ramanathan as Independent For For Management Director 6 Elect A. Ganguli as Independent For For Management Director 7 Elect R. A. Abrams as Independent For For Management Director 8 Elect K. Mistry as Independent Director For For Management 9 Elect S.S. Sastry as Independent For Against Management Director 10 Elect S. Madhavan as Independent For For Management Director 11 Approve Commission Remuneration for For For Management Non-Executive Directors 12 Approve Reappointment and Remuneration For For Management of S. Nadar as Managing Director -------------------------------------------------------------------------------- HCL TECHNOLOGIES LTD. Ticker: 532281 Security ID: Y3121G147 Meeting Date: MAR 07, 2015 Meeting Type: Special Record Date: JAN 30, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Increase Authorized Share Capital and For For Management Amend Memorandum of Association to Reflect Increase in Authorized Share Capital 2 Approve Bonus Issue For For Management -------------------------------------------------------------------------------- HDFC BANK LIMITED Ticker: 500180 Security ID: Y3119P174 Meeting Date: DEC 15, 2014 Meeting Type: Special Record Date: OCT 31, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Issuance of Long Term For For Management Bonds/Non-Convertible Debentures 2 Approve Appointment and Remuneration For For Management of S. Gopinath, Independent Non-Executive Chairman -------------------------------------------------------------------------------- HINDUSTAN UNILEVER LIMITED. Ticker: 500696 Security ID: Y3218E138 Meeting Date: JUN 29, 2015 Meeting Type: Annual Record Date: JUN 22, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Audited Financial Statements For For Management and Statutory Reports 2 Approve Final Dividend and Confirm For For Management Interim Dividend 3 Elect H. Manwani as Director For For Management 4 Elect P. Banerjee as Director For For Management 5 Elect P. B. Balaji as Director For For Management 6 Approve B S R & Co. LLP as Auditors For For Management and Authorize Board to Fix Their Remuneration 7 Elect K. Morparia as Independent For For Management Director 8 Approve Remuneration of Cost Auditors For For Management 9 Approve Commission Remuneration for For For Management Non-Executive Directors 10 Adopt New Articles of Association For For Management -------------------------------------------------------------------------------- HIWIN TECHNOLOGIES CORP. Ticker: 2049 Security ID: Y3226A102 Meeting Date: JUN 25, 2015 Meeting Type: Annual Record Date: APR 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve 2014 Business Operations For For Management Report and Financial Statements 2 Approve Plan on 2014 Profit For For Management Distribution 3 Approve the Issuance of New Shares by For For Management Capitalization of Profit 4 Amend Articles of Association For For Management 5 Approve Release of Restrictions of For For Management Competitive Activities of Directors 6 Amend Procedures Governing the For For Management Acquisition or Disposal of Assets -------------------------------------------------------------------------------- HON HAI PRECISION INDUSTRY CO., LTD. Ticker: 2317 Security ID: 438090201 Meeting Date: JUN 25, 2015 Meeting Type: Annual Record Date: APR 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 3.1 Approve 2014 Business Operations For For Management Report and Financial Statements 3.2 Approve Plan on 2014 Profit For For Management Distribution 3.3 Approve the Issuance of New Shares by For For Management Capitalization of Profit 3.4 Amend Trading Procedures Governing For For Management Derivatives Products 3.5 Approve Amendments to Articles of For For Management Association 3.6 Approve Amendment to Rules and For For Management Procedures for Election of Directors and Supervisors -------------------------------------------------------------------------------- HOUSING DEVELOPMENT FINANCE CORP. LTD. Ticker: 500010 Security ID: Y37246207 Meeting Date: JUL 17, 2014 Meeting Type: Special Record Date: MAY 23, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Pledging of Assets for Debt For For Management -------------------------------------------------------------------------------- HOUSING DEVELOPMENT FINANCE CORP. LTD. Ticker: 500010 Security ID: Y37246207 Meeting Date: JUL 21, 2014 Meeting Type: Annual Record Date: MAY 23, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Dividend of INR 14.00 Per For For Management Equity Share 3 Reelect D.M. Sukthankar as Director For For Management 4 Approve Deloitte Haskins & Sells LLP For Against Management as Auditors and Branch Auditors and Authorize Board to Fix Their Remuneration 5 Approve PKF as Branch Auditors and For For Management Authorize Board to Fix Their Remuneration 6 Elect D.N. Ghosh as Independent For For Management Non-Executive Director 7 Elect R.S. Tarneja as Independent For For Management Non-Executive Director 8 Elect B. Jalan as Independent For For Management Non-Executive Director 9 Elect B.S. Mehta as Independent For For Management Non-Executive Director 10 Elect S.A. Dave as Independent For For Management Non-Executive Director 11 Elect J.J. Irani as Independent For For Management Non-Executive Director 12 Elect N. Munjee as Independent For For Management Non-Executive Director 13 Approve Revision in the Remuneration For For Management of Executive Directors 14 Approve Reappointment and Remuneration For For Management of R.S. Karnad as Managing Director 15 Approve Reappointment and Remuneration For For Management of V.S. Rangan as Executive Director 16 Approve Commission Remuneration for For For Management Non-Executive Directors 17 Approve Increase in Borrowing Powers For For Management 18 Approve Issuance of Non-Convertible For For Management Debentures 19 Approve Issuance of Shares Under For For Management Employee Stock Option Scheme -------------------------------------------------------------------------------- HUABAO INTERNATIONAL HOLDINGS LIMITED Ticker: 00336 Security ID: G4639H122 Meeting Date: AUG 08, 2014 Meeting Type: Annual Record Date: AUG 04, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2a Declare Final Dividend For For Management 2b Declare Special Dividend For For Management 3a Elect Lam Ka Yu as Director For For Management 3b Elect Ma Yun Yan as Director For For Management 3c Elect Poon Chiu Kwok as Director For For Management 3d Elect Xia Li Qun as Director For For Management 3e Authorize Board to Fix Directors' For For Management Remuneration 4 Reappoint PricewaterhouseCoopers as For For Management Auditors and Authorize Board to Fix Their Remuneration 5a Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights 5b Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 5c Authorize Reissuance of Repurchased For Against Management Shares -------------------------------------------------------------------------------- HYUNDAI MOBIS CO. Ticker: 012330 Security ID: Y3849A109 Meeting Date: MAR 13, 2015 Meeting Type: Annual Record Date: DEC 31, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Allocation of Income 2 Elect One Inside Director and Two For For Management Outside Directors (Bundled) 3 Elect Two Members of Audit Committee For For Management 4 Approve Total Remuneration of Inside For For Management Directors and Outside Directors -------------------------------------------------------------------------------- IMPERIAL HOLDINGS LTD Ticker: IPL Security ID: S38127122 Meeting Date: NOV 04, 2014 Meeting Type: Annual Record Date: OCT 24, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports for the Year Ended 30 June 2014 2 Reappoint Deloitte & Touche as For For Management Auditors of the Company with A Mackie as the Designated Partner 3.1 Re-elect Michael Leeming as Member of For For Management the Audit Committee 3.2 Elect Thembisa Dingaan as Member of For For Management the Audit Committee 3.3 Re-elect Phumzile Langeni as Member of For For Management the Audit Committee 3.4 Re-elect Roderick Sparks as Member of For For Management the Audit Committee 3.5 Re-elect Younaid Waja as Member of the For For Management Audit Committee 4.1 Re-elect Schalk Engelbrecht as Director For For Management 4.2 Re-elect Phumzile Langeni as Director For For Management 4.3 Re-elect Thulani Gcabashe as Director For For Management 4.4 Re-elect Roderick Sparks as Director For For Management 4.5 Re-elect Ashley Tugendhaft as Director For Against Management 5.1 Elect Mohammed Akoojee as Director For Against Management 5.2 Elect Mark Lamberti as Director For For Management 5.3 Elect Philip Michaux as Director For Against Management 5.4 Elect Jurie Strydom as Director For Against Management 6 Approve Remuneration Policy For Against Management 7.1 Approve Remuneration of Chairperson For For Management 7.2 Approve Remuneration of Deputy For For Management Chairperson 7.3 Approve Remuneration of Board Member For For Management 7.4 Approve Remuneration of Assets and For For Management Liabilities Committee Chairman 7.5 Approve Remuneration of Assets and For For Management Liabilities Committee Member 7.6 Approve Remuneration of Audit For For Management Committee Chairman 7.7 Approve Remuneration of Audit For For Management Committee Member 7.8 Approve Remuneration of Risk Committee For For Management Chairman 7.9 Approve Remuneration of Risk Committee For For Management Member 7.10 Approve Remuneration of Remuneration For For Management and Nomination Committee Chairman 7.11 Approve Remuneration of Remuneration For For Management and Nomination Committee Member 7.12 Approve Remuneration of Social, Ethics For For Management and Sustainability Committee Chairman 7.13 Approve Remuneration of Social, Ethics For For Management and Sustainability Committee Member 8 Authorise Repurchase of Up to Five For For Management Percent of Issued Share Capital 9 Place Authorised but Unissued Shares For For Management under Control of Directors 10 Authorise Board to Issue Shares for For For Management Cash up to a Maximum of Five Percent of Issued Share Capital 11 Place Authorised but Unissued For For Management Non-Redeemable Cumulative, Non-Participating Preference Shares under Control of Directors 12 Approve Financial Assistance in Terms For For Management of Section 44 of the Companies Act 13 Approve Financial Assistance in Terms For For Management of Section 45 of the Companies Act -------------------------------------------------------------------------------- INDUSTRIAS PENOLES S.A.B DE C.V. Ticker: PE&OLES Security ID: P55409141 Meeting Date: APR 21, 2015 Meeting Type: Annual Record Date: APR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Individual and Consolidated For For Management Financial Statements; Approve Report of Board, CEO, External Auditors, Audit and Corporate Practices Committee and Fiscal Obligation Compliance 2 Approve Allocation of Income For For Management 3 Set Aggregate Nominal Amount of Share For For Management Repurchase Reserve 4 Elect or Ratify Directors; Verify For Against Management Director's Independence Classification; Approve Their Respective Remuneration 5 Elect or Ratify Chairman of Audit and For Against Management Corporate Governance Committee 6 Appoint Legal Representatives For For Management 7 Approve Minutes of Meeting For For Management -------------------------------------------------------------------------------- INFOSYS LTD. Ticker: 500209 Security ID: Y4082C133 Meeting Date: JUN 22, 2015 Meeting Type: Annual Record Date: JUN 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Dividend Final Dividend and For For Management Confirm Interim Dividend 3 Elect U.B.P. Rao as Director For For Management 4 Approve B S R & Co. LLP as Auditors For For Management and Authorize Board to Fix Their Remuneration 5 Elect R. Kudva as Independent Director For For Management 6 Approve Commission Remuneration for For For Management Non-Executive Directors 7 Approve Acquisition of the Healcare For For Management Business from Infosys Public Services, Inc -------------------------------------------------------------------------------- INFOSYS LTD. Ticker: 500209 Security ID: 456788108 Meeting Date: JUN 22, 2015 Meeting Type: Annual Record Date: MAY 07, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Dividend Final Dividend and For For Management Confirm Interim Dividend 3 Elect U.B.P. Rao as Director For For Management 4 Approve B S R & Co. LLP as Auditors For For Management and Authorize Board to Fix Their Remuneration 5 Elect R. Kudva as Independent Director For For Management 6 Approve Commission Remuneration for For For Management Non-Executive Directors 7 Approve Acquisition of the Healcare For For Management Business from Infosys Public Services, Inc -------------------------------------------------------------------------------- ITAUSA, INVESTIMENTOS ITAU S.A. Ticker: ITSA4 Security ID: P5887P427 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Jose Carlos de Brito e Cunha as None Did Not Vote Shareholder Effective Fiscal Council Member Nominated by Preferred Shareholders 1.1 Elect Augusto Carneiro de Oliveira None Did Not Vote Shareholder Filho as Alternate Fiscal Council Member Nominated by Preferred Shareholders -------------------------------------------------------------------------------- ITAUSA, INVESTIMENTOS ITAU S.A. Ticker: ITSA4 Security ID: P5R659303 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Jose Carlos de Brito e Cunha as None Did Not Vote Shareholder Effective Fiscal Council Member Nominated by Preferred Shareholders 1.1 Elect Augusto Carneiro de Oliveira None Did Not Vote Shareholder Filho as Alternate Fiscal Council Member Nominated by Preferred Shareholders -------------------------------------------------------------------------------- ITC LTD. Ticker: 500875 Security ID: Y4211T171 Meeting Date: JUL 30, 2014 Meeting Type: Annual Record Date: MAY 23, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Dividend of INR 6 Per Share For For Management 3 Reelect K. Vaidyanath as Director For Against Management 4 Approve Deloitte Haskins & Sells as For For Management Auditors and Authorize Board to Fix Their Remuneration 5 Fix Maximum Number of Directors at 18 For For Management 6 Approve Remuneration of Executive For For Management Directors 7 Elect N. Anand as Director and Approve For Against Management Appointment and Remuneration of N. Anand as Executive Director 8 Elect P.V. Dhobale as Director and For Against Management Approve Appointment and Remuneration of P.V. Dhobale as Executive Director 9 Elect S. Banerjee as Independent For For Management Director 10 Elect R.E. Lerwill as Director For Against Management 11 Elect S.B. Mainak as Director For Against Management 12 Amend Articles of Association For For Management -------------------------------------------------------------------------------- ITC LTD. Ticker: 500875 Security ID: Y4211T171 Meeting Date: SEP 09, 2014 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Elect A. Baijal as Independent Director For For Management 2 Elect A. Duggal as Independent Director For For Management 3 Elect S.H. Khan as Independent Director For For Management 4 Elect S.B. Mathur as Independent For For Management Director 5 Elect P.B. Ramanujam as Independent For For Management Director 6 Elect S.S. Habib-ur-Rehman as For For Management Independent Director 7 Elect M. Shankar as Independent For For Management Director -------------------------------------------------------------------------------- KASIKORNBANK PCL Ticker: KBANK Security ID: Y4591R118 Meeting Date: APR 02, 2015 Meeting Type: Annual Record Date: MAR 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Minutes of Previous Meeting For For Management 2 Acknowledge Directors' Report None None Management 3 Accept Financial Statements For For Management 4 Approve Allocation of Income and For For Management Dividend Payment 5.1 Elect Sujitpan Lamsam as Director For For Management 5.2 Elect Khunying Suchada Kiranandana as For For Management Director 5.3 Elect Abhijai Chandrasen as Director For For Management 5.4 Elect Predee Daochai as Director For For Management 6 Elect Wiboon Khusakul as Director For For Management 7 Approve Remuneration of Directors For For Management 8 Approve KPMG Phoomchai Audit Ltd as For For Management Auditors and Authorize Board to Fix Their Remuneration 9 Other Business None None Management -------------------------------------------------------------------------------- KB FINANCIAL GROUP INC. Ticker: 105560 Security ID: Y46007103 Meeting Date: NOV 21, 2014 Meeting Type: Special Record Date: OCT 14, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Yoon Jong-Kyoo as CEO For For Management -------------------------------------------------------------------------------- KB FINANCIAL GROUP INC. Ticker: 105560 Security ID: Y46007103 Meeting Date: MAR 27, 2015 Meeting Type: Annual Record Date: DEC 31, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Allocation of Income 2 Amend Articles of Incorporation For For Management 3.1 Elect Lee Hong as Non-independent For For Management Non-executive Director 3.2 Elect Choi Young-Hwi as Outside For For Management Director 3.3 Elect Choi Woon-Yeol as Outside For For Management Director 3.4 Elect Yoo Suk-Ryeol as Outside Director For For Management 3.5 Elect Lee Byung-Nam as Outside Director For For Management 3.6 Elect Park Jae-Ha as Outside Director For For Management 3.7 Elect Kim Eunice Kyunghee as Outside For For Management Director 3.8 Elect Han Jong-Soo as Outside Director For For Management 4.1 Elect Choi Young-Hwi as Member of For For Management Audit Committee 4.2 Elect Choi Woon-Yeol as Member of For For Management Audit Committee 4.3 Elect Kim Eunice Kyunghee as Member of For For Management Audit Committee 4.4 Elect Han Jong-Soo as Member of Audit For For Management Committee 5 Approve Total Remuneration of Inside For For Management Directors and Outside Directors -------------------------------------------------------------------------------- KIA MOTORS CORPORATION Ticker: 000270 Security ID: Y47601102 Meeting Date: MAR 20, 2015 Meeting Type: Annual Record Date: DEC 31, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Allocation of Income 2 Elect Two Inside Directors and Two For For Management Outside Directors (Bundled) 3 Approve Total Remuneration of Inside For For Management Directors and Outside Directors -------------------------------------------------------------------------------- KOC HOLDING AS Ticker: KCHOL Security ID: M63751107 Meeting Date: MAR 31, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting and Elect Presiding For For Management Council of Meeting 2 Accept Board Report For For Management 3 Accept Audit Report For For Management 4 Accept Financial Statements For For Management 5 Approve Discharge of Board For For Management 6 Ratify Director Appointment For For Management 7 Approve Allocation of Income For For Management 8 Elect Directors For For Management 9 Approve Remuneration Policy For For Management 10 Approve Director Remuneration For For Management 11 Ratify External Auditors For For Management 12 Receive Information on Charitable For For Management Donations for 2014 and Approve Upper Limit of the Donations for 2015 14 Grant Permission for Board Members to For For Management Engage in Commercial Transactions with Company and Be Involved with Companies with Similar Corporate Purpose -------------------------------------------------------------------------------- KOREA AEROSPACE INDUSTRIES CO. LTD. Ticker: 047810 Security ID: Y4838Q105 Meeting Date: MAR 20, 2015 Meeting Type: Annual Record Date: DEC 31, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Allocation of Income 2 Amend Articles of Incorporation For For Management 3.1 Elect Lim Maeng-Ho as Non-independent For For Management Non-executive Director 3.2 Elect Six Outside Directors (Bundled) For For Management 4.1 Elect Lim Maeng-Ho as Member of Audit For Against Management Committee 4.2 Elect Three Members of Audit Committee For For Management 5 Approve Total Remuneration of Inside For For Management Directors and Outside Directors 6 Authorize Board to Fix Remuneration of For For Management Internal Auditor(s) -------------------------------------------------------------------------------- KOTAK MAHINDRA BANK LTD Ticker: 500247 Security ID: Y4964H150 Meeting Date: JUL 16, 2014 Meeting Type: Annual Record Date: MAY 30, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Reelect N.P. Sarda as Director For For Management 3 Approve Dividend of INR 0.80 Per Share For For Management 4 Approve S.B. Billimoria & Co. as For For Management Auditors and Authorize Board to Fix Their Remuneration 5 Approve Reappointment and Remuneration For For Management of U.S. Kotak as Executive Vice Chairman and Managing Director 6 Approve Reappointment and Remuneration For For Management of D. Gupta as Joint Managing Director 7 Approve Increase in Borrowing Powers For For Management 8 Approve Increase in Limit on Foreign For For Management Shareholdings -------------------------------------------------------------------------------- KOTAK MAHINDRA BANK LTD Ticker: 500247 Security ID: Y4964H150 Meeting Date: SEP 17, 2014 Meeting Type: Special Record Date: AUG 08, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Issuance of Non-Convertible For For Management Debentures -------------------------------------------------------------------------------- KOTAK MAHINDRA BANK LTD Ticker: 500247 Security ID: Y4964H150 Meeting Date: JAN 07, 2015 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Scheme of Amalgamation For For Management -------------------------------------------------------------------------------- KOTAK MAHINDRA BANK LTD Ticker: 500247 Security ID: Y4964H150 Meeting Date: JAN 07, 2015 Meeting Type: Special Record Date: NOV 28, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Reappointment and Remuneration For For Management of C. Jayaram as Executive Director Designated as Joint Managing Director 2 Elect A. Ghosh as Independent Director For Against Management 3 Elect A. Desai as Independent Director For For Management 4 Elect S.M. Dev as Independent Director For For Management 5 Elect P. Apte as Independent Director For For Management 6 Elect F. Khambata as Independent For For Management Director 7 Approve Increase in Limit on Foreign For For Management Shareholdings 8 Increase Authorized Share Capital For For Management 9 Amend Memorandum of Association to For For Management Reflect Changes in Capital -------------------------------------------------------------------------------- KOTAK MAHINDRA BANK LTD Ticker: 500247 Security ID: Y4964H150 Meeting Date: JUN 29, 2015 Meeting Type: Annual Record Date: JUN 22, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Elect S. Acharya as Director For For Management 3 Approve Dividend Payment For For Management 4 Approve S. R. Batliboi & Co. LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 5 Elect M.E. Newman as Director For For Management 6 Approve Appointment and Remuneration For For Management of S. Acharya as Part-Time Chairman 7 Approve Increase in Borrowing Powers For For Management 8 Increase Authorized Share Capital For For Management 9 Amend Memorandum of Association to For For Management Reflect Increase in Capital 10 Approve Bonus Issue For For Management 11 Amend Articles of Association For For Management 12 Approve Kotak Mahindra Equity Option For Against Management Scheme 2015 and Stock Option Plan Grants to Employees of the Bank 13 Approve Kotak Mahindra Equity Option For Against Management Scheme 2015 and Approve Stock Option Plan Grants to Employees of the Subsidiaries or Associate Companies of the Bank 14 Approve Kotak Mahindra Stock For Against Management Appreciation Rights Scheme 2015 and Approve Grant of SARs to Employees of the Bank 15 Approve Kotak Mahindra Stock For Against Management Appreciation Rights Scheme 2015 and Approve Grant of SARs to Employees of the Subsidiaries or Associate Companies of the Bank -------------------------------------------------------------------------------- KROTON EDUCACIONAL S.A. Ticker: KROT3 Security ID: P6115V129 Meeting Date: SEP 11, 2014 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Stock Split For For Management 2 Amend Articles to Reflect Changes in For For Management Capital -------------------------------------------------------------------------------- KT&G CORP. Ticker: 033780 Security ID: Y49904108 Meeting Date: FEB 27, 2015 Meeting Type: Annual Record Date: DEC 31, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Allocation of Income 2 Amend Articles of Incorporation For For Management 3.1 Elect Son Tae-Gyu as Outside Director For For Management 3.2 Elect Choi Gyung-Won as Outside For For Management Director 4 Elect Son Tae-Gyu as Member of Audit For For Management Committee 5 Approve Total Remuneration of Inside For For Management Directors and Outside Directors 6 Approve Terms of Retirement Pay For For Management -------------------------------------------------------------------------------- LOCALIZA RENT A CAR S.A. Ticker: RENT3 Security ID: P6330Z111 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports for Fiscal Year Ended Dec. 31, 2014 2 Approve Allocation of Income and For For Management Dividends 3 Fix Number of Directors For For Management 4.1 Elect Jose Salim Mattar as Director For For Management 4.2 Elect Antonio Claudio Brandao Resende For For Management as Deputy Chair 4.3 Elect Eugenio Pacelli Mattar as For For Management Director 4.4 Elect Flavio Brandao Resende as For For Management Director 4.5 Elect Maria Leticia de Freitas Costa For For Management as Independent Director 4.6 Elect Jose Gallo as Independent For For Management Director 4.7 Elect Oscar de Paula Bernardes Neto as For For Management Independent Director 4.8 Elect Stefano Bonfiglio as Independent For For Management Director 5 Approve Remuneration of Company's For For Management Management -------------------------------------------------------------------------------- LOCALIZA RENT A CAR S.A. Ticker: RENT3 Security ID: P6330Z111 Meeting Date: APR 28, 2015 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Amend and Consolidate Bylaws For For Management 2.1 Approve Agreement to Absorb Localiza For For Management Cuiaba Aluguel de Carros Ltda. 2.2 Appoint Independent Firm to Appraise For For Management Proposed Transaction 2.3 Approve Independent Firm's Appraisal For For Management 2.4 Approve Absorption of Localiza Cuiaba For For Management 2.5 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- LOCALIZA RENT A CAR S.A. Ticker: RENT3 Security ID: P6330Z111 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports for Fiscal Year Ended Dec. 31, 2014 2 Approve Allocation of Income and For For Management Dividends 3 Fix Number of Directors For For Management 4.1 Elect Jose Salim Mattar as Director For For Management 4.2 Elect Antonio Claudio Brandao Resende For For Management as Deputy Chair 4.3 Elect Eugenio Pacelli Mattar as For For Management Director 4.4 Elect Flavio Brandao Resende as For For Management Director 4.5 Elect Maria Leticia de Freitas Costa For For Management as Independent Director 4.6 Elect Jose Gallo as Independent For For Management Director 4.7 Elect Oscar de Paula Bernardes Neto as For For Management Independent Director 4.8 Elect Stefano Bonfiglio as Independent For For Management Director 5 Approve Remuneration of Company's For For Management Management -------------------------------------------------------------------------------- LOCALIZA RENT A CAR S.A. Ticker: RENT3 Security ID: P6330Z111 Meeting Date: APR 28, 2015 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Amend and Consolidate Bylaws For For Management 2.1 Approve Agreement to Absorb Localiza For For Management Cuiaba Aluguel de Carros Ltda. 2.2 Appoint Independent Firm to Appraise For For Management Proposed Transaction 2.3 Approve Independent Firm's Appraisal For For Management 2.4 Approve Absorption of Localiza Cuiaba For For Management 2.5 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- LUKOIL OAO Ticker: LKOH Security ID: 677862104 Meeting Date: DEC 12, 2014 Meeting Type: Special Record Date: NOV 07, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Interim Dividends of RUB 60 For For Management per Share for First Nine Months of Fiscal 2014 -------------------------------------------------------------------------------- LUKOIL OAO Ticker: LKOH Security ID: 677862104 Meeting Date: JUN 25, 2015 Meeting Type: Annual Record Date: MAY 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Annual Report, Financial For For Management Statements, and Allocation of Income, Including Dividends of RUB 94 per Share 2.1 Elect Vagit Alekperov as Director None Against Management 2.2 Elect Viktor Blazheev as Director None For Management 2.3 Elect Valery Grayfer as Director None Against Management 2.4 Elect Igor Ivanov as Director None For Management 2.5 Elect Aleksandr Leifrid as Director None Against Management 2.6 Elect Ravil Maganov as Director None Against Management 2.7 Elect Roger Munnings as Director None For Management 2.8 Elect Richard Matzke as Director None Against Management 2.9 Elect Sergey Mikhaylov as Director None Against Management 2.10 Elect Guglielmo Moscato as Director None For Management 2.11 Elect Ivan Pictet as Director None For Management 2.12 Elect Leonid Fedun as Director None Against Management 3.1 Elect Mikhail Maksimov as Member of For For Management Audit Commission 3.2 Elect Pavel Suloev as Member of Audit For For Management Commission 3.3 Elect Aleksandr Surkov as Member of For For Management Audit Commission 4.1 Approve Remuneration of Directors for For For Management Their Service until 2015 AGM 4.2 Approve Remuneration of Directors for For For Management Their Service from 2015 AGM 5.1 Approve Remuneration of Audit For For Management Commission Members for Their Service until 2015 AGM 5.2 Approve Remuneration of Audit For For Management Commission Members for Their Service Starting from 2015 AGM 6 Ratify KPMG as Auditor For For Management 7 Amend Charter For For Management 8 Approve Related-Party Transaction with For For Management OAO Kapital Strakhovanie Re: Liability Insurance for Directors, Officers, and Corporations 1 Approve Annual Report, Financial For For Management Statements, and Allocation of Income, Including Dividends of RUB 94 per Share 2.1 Elect Vagit Alekperov as Director None Against Management 2.2 Elect Viktor Blazheev as Director None For Management 2.3 Elect Valery Grayfer as Director None Against Management 2.4 Elect Igor Ivanov as Director None For Management 2.5 Elect Aleksandr Leifrid as Director None Against Management 2.6 Elect Ravil Maganov as Director None Against Management 2.7 Elect Roger Munnings as Director None For Management 2.8 Elect Richard Matzke as Director None Against Management 2.9 Elect Sergey Mikhaylov as Director None Against Management 2.10 Elect Guglielmo Moscato as Director None For Management 2.11 Elect Ivan Pictet as Director None For Management 2.12 Elect Leonid Fedun as Director None Against Management 3.1 Elect Mikhail Maksimov as Member of For For Management Audit Commission 3.2 Elect Pavel Suloev as Member of Audit For For Management Commission 3.3 Elect Aleksandr Surkov as Member of For For Management Audit Commission 4.1 Approve Remuneration of Directors for For For Management Their Service until 2015 AGM 4.2 Approve Remuneration of Directors for For For Management Their Service from 2015 AGM 5.1 Approve Remuneration of Audit For For Management Commission Members for Their Service until 2015 AGM 5.2 Approve Remuneration of Audit For For Management Commission Members for Their Service Starting from 2015 AGM 6 Ratify KPMG as Auditor For For Management 7 Amend Charter For For Management 8 Approve Related-Party Transaction with For For Management OAO Kapital Strakhovanie Re: Liability Insurance for Directors, Officers, and Corporations -------------------------------------------------------------------------------- MAGNIT OAO Ticker: MGNT Security ID: 55953Q103 Meeting Date: SEP 25, 2014 Meeting Type: Special Record Date: AUG 12, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Interim Dividends of RUB 78.30 For For Management per Share for First Six Months of Fiscal 2014 2 Approve New Edition of Charter For For Management 3 Approve New Edition of Regulations on For For Management General Meetings 4.1 Approve Large-Scale Related-Party For For Management Transaction 4.2 Approve Large-Scale Related-Party For For Management Transaction 4.3 Approve Large-Scale Related-Party For For Management Transaction 5.1 Approve Related-Party Transaction For For Management 5.2 Approve Related-Party Transaction For For Management 5.3 Approve Related-Party Transaction For For Management -------------------------------------------------------------------------------- MAGNIT OAO Ticker: MGNT Security ID: 55953Q202 Meeting Date: SEP 25, 2014 Meeting Type: Special Record Date: AUG 12, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Interim Dividends of RUB 78.30 For For Management per Share for First Six Months of Fiscal 2014 2 Approve New Edition of Charter For For Management 3 Approve New Edition of Regulations on For For Management General Meetings 4.1 Approve Large-Scale Related-Party For For Management Transaction 4.2 Approve Large-Scale Related-Party For For Management Transaction 4.3 Approve Large-Scale Related-Party For For Management Transaction 5.1 Approve Related-Party Transaction For For Management 5.2 Approve Related-Party Transaction For For Management 5.3 Approve Related-Party Transaction For For Management -------------------------------------------------------------------------------- MAGNIT PJSC Ticker: MGNT Security ID: 55953Q202 Meeting Date: DEC 18, 2014 Meeting Type: Special Record Date: NOV 10, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Interim Dividends of RUB 152. For For Management 07 per Share for First Nine Months of Fiscal 2014 2.1 Approve Large-Scale Related-Party For For Management Transaction with OAO Bank of Moscow Re: Guarantee Agreement for Securing Obligations of ZAO Tander 2.2 Approve Large-Scale Related-Party For For Management Transaction with OAO Alfa-Bank Re: Guarantee Agreements for Securing Obligations of ZAO Tander -------------------------------------------------------------------------------- MAGNIT PJSC Ticker: MGNT Security ID: 55953Q202 Meeting Date: JUN 04, 2015 Meeting Type: Annual Record Date: APR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Annual Report For For Management 2 Approve Financial Statements For For Management 3 Approve Allocation of Income and For For Management Dividends 4.1 Elect Alexander Aleksandrov as Director None For Management 4.2 Elect Andrey Aroutuniyan as Director None Against Management 4.3 Elect Sergey Galitskiy as Director None Against Management 4.4 Elect Alexander Zayonts as Director None For Management 4.5 Elect Khachatur Pombukhchan as Director None Against Management 4.6 Elect Alexey Pshenichnyy as Director None For Management 4.7 Elect Aslan Shkhachemukov as Director None Against Management 5.1 Elect Roman Efimenko as Member of For For Management Audit Commission 5.2 Elect Angela Udovichenko as Member of For For Management Audit Commission 5.3 Elect Denis Fedotov as Member of Audit For For Management Commission 6 Ratify Auditor to Audit Company's For For Management Accounts in Accordance with Russian Accounting 7 Ratify Auditor to Audit Company's For For Management Accounts in Accordance with IFRS 8 Approve New Edition of Charter For For Management 9 Approve Regulations on Board of For For Management Directors 10.1 Approve Large-Scale Related-Party For For Management Transaction Re: Loan Agreement with ZAOTander 10.2 Approve Large-Scale Related-Party For For Management Transaction Re: Guarantee Agreement with OAO Rosbank for Securing Obligations of ZAO Tander 10.3 Approve Large-Scale Related-Party For For Management Transaction Re: Guarantee Agreement with OAO Sberbank of Russia for Securing Obligations of ZAO Tander 10.4 Approve Large-Scale Related-Party For For Management Transaction Re: Guarantee Agreement withOAO Alfa-Bank for Securing Obligations of ZAO Tander 10.5 Approve Large-Scale Related-Party For For Management Transaction Re: Guarantee Agreement with OAO Bank VTB for Securing Obligations of ZAO Tander 10.6 Approve Large-Scale Related-Party For For Management Transaction Re: Guarantee Agreement with OAO Rossiysky Selskokhozyaystvennyy Bank for Securing Obligations of ZAO Tander 11.1 Approve Related-Party Transaction Re: For For Management Guarantee Agreement with OAO Absolut Bank for Securing Obligations of ZAO Tander 11.2 Approve Related-Party Transaction Re: For For Management Supplement to Guarantee Agreement with OAO Sberbank of Russia 11.3 Approve Related-Party Transaction Re: For For Management Guarantee Agreement with OAO Bank VTB for Securing Obligations of ZAO Tander 11.4 Approve Related-Party Transaction Re: For For Management Guarantee Agreement with PAO Financial Corporation Otkritie for Securing Obligations of ZAO Tander -------------------------------------------------------------------------------- MALAYAN BANKING BERHAD Ticker: MAYBANK Security ID: Y54671105 Meeting Date: APR 07, 2015 Meeting Type: Annual Record Date: APR 01, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3 Elect Hadenan A. Jalil as Director For For Management 4 Elect Johan Ariffin as Director For For Management 5 Elect Mohaiyani Shamsuddin as Director For For Management 6 Elect R. Karunakaran as Director For For Management 7 Elect Cheng Kee Check as Director For For Management 8 Elect Salleh Hj Harun as Director For For Management 9 Approve Remuneration of Directors For For Management 10 Approve Ernst & Young as Auditors and For For Management Authorize Board to Fix Their Remuneration 11 Approve Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights 12 Approve Issuance of New Ordinary For For Management Shares Under the Dividend Reinvestment Plan 13 Approve Increase in Authorized Share For For Management Capital 1 Amend Memorandum and Articles of For For Management Association to Reflect Changes in Authorized Share Capital -------------------------------------------------------------------------------- MARCOPOLO S.A. Ticker: POMO4 Security ID: P64331112 Meeting Date: MAR 26, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Fiscal Council Member(s) None Against Shareholder Nominated by Preferred Shareholders -------------------------------------------------------------------------------- MEDIATEK INC. Ticker: 2454 Security ID: Y5945U103 Meeting Date: JUN 12, 2015 Meeting Type: Annual Record Date: APR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve 2014 Business Operations For For Management Report and Financial Statements 2 Approve Plan on 2014 Profit For For Management Distribution 3 Amend Articles of Association For For Management 4 Amend Procedures Governing the For For Management Acquisition or Disposal of Assets, Procedures for Lending Funds to Other Parties and Procedures for Endorsement and Guarantees 5 Amend Rules and Procedures for For For Management Election of Directors and Supervisors 6.1 Elect Ming-Kai Tsai as Non-Independent For For Management Director 6.2 Elect Ching-Jiang Hsieh as For For Management Non-Independent Director 6.3 Elect Cheng-Yaw Sun, with Shareholder For For Management No. 109274, as Non-Independent Director 6.4 Elect Kenneth Kin, with ID No. For For Management F102831XXX, as Non-Independent Director 6.5 Elect Chung-Yu Wu, with ID No. For For Management Q101799XXX, as Independent Director 6.6 Elect Peng-Heng Chang, with ID No. For For Management A102501XXX, as Independent Director 6.7 Elect Tain-Jy Chen, with ID No. For For Management F100078XXX, as Independent Director 7 Approve Release of Restrictions on For For Management Competitive Activities of Newly Appointed Directors -------------------------------------------------------------------------------- MEGAFON OJSC Ticker: MFON Security ID: 58517T100 Meeting Date: SEP 22, 2014 Meeting Type: Special Record Date: AUG 11, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve New Edition of Regulations on For For Management Management 2 Approve Related-Party Transaction with For For Management MegaFon Investments (Cyprus) Limited Re: Agreement on Novation 3 Approve Remuneration of Directors For For Management 1 Approve New Edition of Regulations on For For Management Management 2 Approve Related-Party Transaction with For For Management MegaFon Investments (Cyprus) Limited Re: Agreement on Novation 3 Approve Remuneration of Directors For For Management -------------------------------------------------------------------------------- MEGAFON OJSC Ticker: MFON Security ID: 58517T100 Meeting Date: JAN 19, 2015 Meeting Type: Special Record Date: DEC 08, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Related-Party Transaction Re: For For Management IT Services Contract with ZAO PETER-SERVICE 2 Approve Related-Party Transaction Re: For For Management Dealership Contract with OAO MegaFon Retail 1 Approve Related-Party Transaction Re: For For Management IT Services Contract with ZAO PETER-SERVICE 2 Approve Related-Party Transaction Re: For For Management Dealership Contract with OAO MegaFon Retail -------------------------------------------------------------------------------- MEGAFON OJSC Ticker: MFON Security ID: 58517T100 Meeting Date: APR 13, 2015 Meeting Type: Special Record Date: MAR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Related-Party Transaction with For For Management MegaFon Investments (Cyprus) Ltd. Re: Loan Renewal Agreement -------------------------------------------------------------------------------- MEGAFON OJSC Ticker: MFON Security ID: 58517T209 Meeting Date: APR 13, 2015 Meeting Type: Special Record Date: MAR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Related-Party Transaction with For For Management MegaFon Investments (Cyprus) Ltd. Re: Loan Renewal Agreement -------------------------------------------------------------------------------- MEGAFON OJSC Ticker: MFON Security ID: 58517T100 Meeting Date: APR 13, 2015 Meeting Type: Special Record Date: MAR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Related-Party Transaction with For For Management MegaFon Investments (Cyprus) Ltd. Re: Loan Renewal Agreement -------------------------------------------------------------------------------- MEGAFON OJSC Ticker: MFON Security ID: 58517T100 Meeting Date: APR 20, 2015 Meeting Type: Special Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Charter For For Management 2 Elect General Director (CEO) For For Management -------------------------------------------------------------------------------- MEGAFON OJSC Ticker: MFON Security ID: 58517T209 Meeting Date: APR 20, 2015 Meeting Type: Special Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Charter For For Management 2 Elect General Director (CEO) For For Management -------------------------------------------------------------------------------- MEGAFON OJSC Ticker: MFON Security ID: 58517T100 Meeting Date: APR 20, 2015 Meeting Type: Special Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Charter For For Management 2 Elect General Director (CEO) For For Management -------------------------------------------------------------------------------- MEGAFON PJSC Ticker: MFON Security ID: 58517T209 Meeting Date: JUN 30, 2015 Meeting Type: Annual Record Date: MAY 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Annual Report For For Management 2 Approve Financial Statements For For Management 3 Approve Allocation of Income and For For Management Dividends of RUB 16.13 per Share 4.1 Elect Gustav Bengtsson as Director None Against Management 4.2 Elect Berndt Karlberg as Director None Against Management 4.3 Elect Nikolay Krylov as Director None Against Management 4.4 Elect Sergey Kulikov as Director None Against Management 4.5 Elect Carl Luiga as Director None Against Management 4.6 Elect Paul Myners as Director None For Management 4.7 Elect Jan Rudberg as Director None For Management 4.8 Elect Sergey Soldatenkov as Director None Against Management 4.9 Elect Ingrid Stenmark as Director None Against Management 4.10 Elect Vladimir Streshinsky as Director None Against Management 5 Fix Size of Management Board; Elect For For Management Members of Management Board 6 Ratify KPMG as Auditor For For Management 7.1 Elect Yuriy Zheymo as Member of Audit For For Management Commission 7.2 Elect Pavel Kaplun as Member of Audit For For Management Commission 7.3 Elect Sami Haavisto as Member of Audit For For Management Commission 8 Approve New Edition of Charter For For Management 9 Elect Ivan Tavrin as General Director For For Management (CEO) 10 Elect Evgeny Chermashentsev as Chief For For Management Operation Officer (COO) -------------------------------------------------------------------------------- MEGAFON PJSC Ticker: MFON Security ID: 58517T100 Meeting Date: JUN 30, 2015 Meeting Type: Annual Record Date: MAY 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Annual Report For For Management 2 Approve Financial Statements For For Management 3 Approve Allocation of Income and For For Management Dividends of RUB 16.13 per Share 4.1 Elect Gustav Bengtsson as Director None Against Management 4.2 Elect Berndt Karlberg as Director None Against Management 4.3 Elect Nikolay Krylov as Director None Against Management 4.4 Elect Sergey Kulikov as Director None Against Management 4.5 Elect Carl Luiga as Director None Against Management 4.6 Elect Paul Myners as Director None For Management 4.7 Elect Jan Rudberg as Director None For Management 4.8 Elect Sergey Soldatenkov as Director None Against Management 4.9 Elect Ingrid Stenmark as Director None Against Management 4.10 Elect Vladimir Streshinsky as Director None Against Management 5 Fix Size of Management Board; Elect For For Management Members of Management Board 6 Ratify KPMG as Auditor For For Management 7.1 Elect Yuriy Zheymo as Member of Audit For For Management Commission 7.2 Elect Pavel Kaplun as Member of Audit For For Management Commission 7.3 Elect Sami Haavisto as Member of Audit For For Management Commission 8 Approve New Edition of Charter For For Management 9 Elect Ivan Tavrin as General Director For For Management (CEO) 10 Elect Evgeny Chermashentsev as Chief For For Management Operation Officer (COO) 1 Approve Annual Report For For Management 2 Approve Financial Statements For For Management 3 Approve Allocation of Income and For For Management Dividends of RUB 16.13 per Share 4.1 Elect Gustav Bengtsson as Director None Against Management 4.2 Elect Berndt Karlberg as Director None Against Management 4.3 Elect Nikolay Krylov as Director None Against Management 4.4 Elect Sergey Kulikov as Director None Against Management 4.5 Elect Carl Luiga as Director None Against Management 4.6 Elect Paul Myners as Director None For Management 4.7 Elect Jan Rudberg as Director None For Management 4.8 Elect Sergey Soldatenkov as Director None Against Management 4.9 Elect Ingrid Stenmark as Director None Against Management 4.10 Elect Vladimir Streshinsky as Director None Against Management 5 Fix Size of Management Board; Elect For For Management Members of Management Board 6 Ratify KPMG as Auditor For For Management 7.1 Elect Yuriy Zheymo as Member of Audit For For Management Commission 7.2 Elect Pavel Kaplun as Member of Audit For For Management Commission 7.3 Elect Sami Haavisto as Member of Audit For For Management Commission 8 Approve New Edition of Charter For For Management 9 Elect Ivan Tavrin as General Director For For Management (CEO) 10 Elect Evgeny Chermashentsev as Chief For For Management Operation Officer (COO) -------------------------------------------------------------------------------- MELCO CROWN ENTERTAINMENT LTD. Ticker: 06883 Security ID: 585464100 Meeting Date: MAR 25, 2015 Meeting Type: Special Record Date: FEB 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Voluntary Withdrawal of For Against Management Listing of Ordinary Shares from the Hong Kong Stock Exchange 2 Amend Articles Re: Proposed DeListing For Against Management -------------------------------------------------------------------------------- MELCO CROWN ENTERTAINMENT LTD. Ticker: 06883 Security ID: 585464100 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: APR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2a Elect Lawrence Yau Lung Ho as Director For For Management 2b Elect James Douglas Packer as Director For For Management 2c Elect John Peter Ben Wang as Director For For Management 3 Elect Robert Rankin as Director For For Management 4 Authorize Board to Fix Remuneration of For For Management Directors 5 Approve Deloitte Touche Tohmatsu as For For Management Independent Auditors and Authorize Board to Fix Their Remuneration 6 Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights 7A Authorize Repurchase of Issued Share For For Management Capital Prior the Effective Date and Time of the Proposed De-Listing 7B Authorize Repurchase of Issued Share For For Management Capital Immediately After the Effective Date and Time of the Proposed De-Listing 8 Authorize Reissuance of Repurchased For Against Management Shares 9 Approve Company's 2011 Share Incentive For Against Management Plan 10 Approve Share Incentive Plan of Melco For Against Management Crown (Philippines) Resorts Corporation -------------------------------------------------------------------------------- MOBILE TELESYSTEMS OJSC Ticker: MTSS Security ID: 607409109 Meeting Date: SEP 30, 2014 Meeting Type: Special Record Date: AUG 14, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Meeting Procedures For For Management 2 Approve Interim Dividends for First For For Management Six Months of Fiscal 2014 -------------------------------------------------------------------------------- MTN GROUP LTD Ticker: MTN Security ID: S8039R108 Meeting Date: MAY 27, 2015 Meeting Type: Annual Record Date: MAY 22, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Re-elect Alan Harper as Director For For Management 1.2 Re-elect Peter Mageza as Director For For Management 1.3 Re-elect Dawn Marole as Director For For Management 1.4 Re-elect Jan Strydom as Director For Against Management 1.5 Re-elect Alan van Biljon as Director For For Management 1.6 Elect Christine Ramon as Director For For Management 2.1 Elect Christine Ramon as Member of the For For Management Audit Committee 2.2 Re-elect Peter Mageza as Member of the For For Management Audit Committee 2.3 Re-elect Johnson Njeke as Member of For For Management the Audit Committee 2.4 Re-elect Jeff van Rooyen as Member of For For Management the Audit Committee 3 Reappoint PricewaterhouseCoopers Inc For For Management and SizweNtsalubaGobodo Inc as Joint Auditors of the Company 4 Place Authorised but Unissued Shares For For Management under Control of Directors 5 Authorise Board to Issue Shares for For For Management Cash 1 Approve Remuneration Philosophy For For Management 1 Approve Remuneration of Non-executive For For Management Directors 2 Authorise Repurchase of Issued Share For For Management Capital 3 Approve Financial Assistance to For Against Management Subsidiaries and Other Related and Inter-related Entities and to Directors, Prescribed Officers and Other Persons Participating in Share or Other Employee Incentive Schemes 4 Amend Performance Share Plan 2010 For For Management -------------------------------------------------------------------------------- NASPERS LTD Ticker: NPN Security ID: S53435103 Meeting Date: AUG 29, 2014 Meeting Type: Annual Record Date: AUG 15, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports for the Year Ended 31 March 2014 2 Approve Dividends for N Ordinary and A For For Management Ordinary Shares 3 Reappoint PricewaterhouseCoopers Inc For For Management as Auditors of the Company and Appoint B Deegan as Individual Registered Auditor 4.1 Elect Craig Enenstein as Director For For Management 4.2 Elect Don Eriksson as Director For For Management 4.3 Elect Roberto Oliveira de Lima as For For Management Director 4.4 Elect Yuanhe Ma as Director For For Management 4.5 Elect Cobus Stofberg as Director For For Management 4.6 Elect Nolo Letele as Director For For Management 4.7 Elect Bob van Dijk as Director For For Management 4.8 Elect Basil Sgourdos as Director For For Management 5.1 Re-elect Rachel Jafta as Director For For Management 5.2 Re-elect Debra Meyer as Director For For Management 5.3 Re-elect Boetie van Zyl as Director For For Management 6.1 Re-elect Francine-Ann du Plessis as For For Management Member of the Audit Committee 6.2 Elect Don Eriksson as Member of the For For Management Audit Committee 6.3 Re-elect Ben van der Ross as Member of For For Management the Audit Committee 6.4 Re-elect Boetie van Zyl as Member of For For Management the Audit Committee 7 Approve Remuneration Policy For Against Management 8 Place Authorised but Unissued Shares For Against Management under Control of Directors 9 Authorise Board to Issue Shares for For Against Management Cash up to a Maximum of Five Percent of Issued Share Capital 10 Authorise Board to Ratify and Execute For For Management Approved Resolutions 1.1 Approve Remuneration of Board Chairman For For Management 1.2.1 Approve Remuneration of Board Member For For Management (South African Resident) 1.2.2 Approve Remuneration of Board Member For For Management (Non-South African Resident) 1.2.3 Approve Remuneration of Board Member For Against Management (Additional Amount for Non-South African Resident) 1.2.4 Approve Remuneration of Board Member For For Management (Daily Amount) 1.3 Approve Remuneration of Audit For For Management Committee Chairman 1.4 Approve Remuneration of Audit For For Management Committee Member 1.5 Approve Remuneration of Risk Committee For For Management Chairman 1.6 Approve Remuneration of Risk Committee For For Management Member 1.7 Approve Remuneration of Human For For Management Resources and Remuneration Committee Chairman 1.8 Approve Remuneration of Human For For Management Resources and Remuneration Committee Member 1.9 Approve Remuneration of Nomination For For Management Committee Chairman 1.10 Approve Remuneration of Nomination For For Management Committee Member 1.11 Approve Remuneration of Social and For For Management Ethics Committee Chairman 1.12 Approve Remuneration of Social and For For Management Ethics Committee Member 1.13 Approve Remuneration of Trustees of For For Management Group Share Schemes/Other Personnel Funds 1.14 Approve Remuneration of Chairman of For For Management Media24 Pension Fund 1.15 Approve Remuneration of Trustees of For For Management Media24 Pension Fund 1.1 Approve Remuneration of Board Chairman For For Management 1.2.1 Approve Remuneration of Board Member For For Management (South African Resident) 1.2.2 Approve Remuneration of Board Member For For Management (Non-South African Resident) 1.2.3 Approve Remuneration of Board Member For Against Management (Additional Amount for Non-South African Resident) 1.2.4 Approve Remuneration of Board Member For For Management (Daily Amount) 1.3 Approve Remuneration of Audit For For Management Committee Chairman 1.4 Approve Remuneration of Audit For For Management Committee Member 1.5 Approve Remuneration of Risk Committee For For Management Chairman 1.6 Approve Remuneration of Risk Committee For For Management Member 1.7 Approve Remuneration of Human For For Management Resources and Remuneration Committee Chairman 1.8 Approve Remuneration of Human For For Management Resources and Remuneration Committee Member 1.9 Approve Remuneration of Nomination For For Management Committee Chairman 1.10 Approve Remuneration of Nomination For For Management Committee Member 1.11 Approve Remuneration of Social and For For Management Ethics Committee Chairman 1.12 Approve Remuneration of Social and For For Management Ethics Committee Member 1.13 Approve Remuneration of Trustees of For For Management Group Share Schemes/Other Personnel Funds 1.14 Approve Remuneration of Chairman of For For Management Media24 Pension Fund 1.15 Approve Remuneration of Trustees of For For Management Media24 Pension Fund 2 Amend Memorandum of Incorporation For For Management 3 Approve Financial Assistance in Terms For Against Management of Section 44 of the Act 4 Approve Financial Assistance in Terms For For Management of Section 45 of the Act 5 Authorise Repurchase of N Ordinary For For Management Shares 6 Authorise Repurchase of A Ordinary For Against Management Shares -------------------------------------------------------------------------------- NATURA COSMETICOS S.A. Ticker: NATU3 Security ID: P7088C106 Meeting Date: OCT 10, 2014 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Fix Number of Directors at Nine For For Management 2 Elect Director For For Management -------------------------------------------------------------------------------- NATURA COSMETICOS S.A. Ticker: NATU3 Security ID: P7088C106 Meeting Date: FEB 06, 2015 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Stock Option Plan For For Management 2 Approve Restricted Stock Plan For For Management 3 Amend Remuneration of Company's For For Management Management -------------------------------------------------------------------------------- NATURA COSMETICOS S.A. Ticker: NATU3 Security ID: P7088C106 Meeting Date: APR 14, 2015 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Corporate Purpose For For Management 2 Amend Articles 3 and 13 For For Management 3 Amend Articles 20, 22, and 27 For For Management 4 Amend Article 21 For For Management 5 Amend Article 25 For For Management 6 Consolidate Bylaws For For Management -------------------------------------------------------------------------------- NATURA COSMETICOS S.A. Ticker: NATU3 Security ID: P7088C106 Meeting Date: APR 14, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports for Fiscal Year Ended Dec. 31, 2014 2 Approve Allocation of Income and For For Management Dividends 3 Fix Number of Directors For For Management 4.1 Elect Plinio Villares Musetti as For For Management Director 4.2 Elect Antonio Luiz da Cunha Seabra as For For Management Director 4.3 Elect Guilherme Peirao Leal as Director For For Management 4.4 Elect Pedro Luiz Barreiros Passos as For For Management Director 4.5 Elect Luiz Ernesto Gemignani as For For Management Director 4.6 Elect Marcos de Barros Lisboa as For For Management Director 4.7 Elect Silvia Freire Dente da Silva For For Management Dias Lagnado as Director 4.8 Elect Giovanni Giovannelli as Director For For Management 5 Approve Remuneration of Company's For For Management Management -------------------------------------------------------------------------------- NEDBANK GROUP LTD Ticker: NED Security ID: S5518R104 Meeting Date: AUG 07, 2014 Meeting Type: Special Record Date: AUG 01, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Dr Mantsika Matooane as Director For For Management 2 Elect Brian Dames as Director For For Management 1 Approve Creation of New Preference For For Management Shares 2 Amend Memorandum of Incorporation For For Management 3 Authorise Specific Repurchase of For For Management Nedbank Group Shares from NBG Capital Management Limited -------------------------------------------------------------------------------- NEDBANK GROUP LTD Ticker: NED Security ID: S5518R104 Meeting Date: MAY 11, 2015 Meeting Type: Annual Record Date: APR 30, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Re-elect Mpho Makwana as Director For For Management 1.2 Re-elect Nomavuso Mnxasana as Director For For Management 1.3 Re-elect Raisibe Morathi as Director For For Management 1.4 Re-elect Julian Roberts as Director For For Management 1.5 Elect Paul Hanratty as Director For For Management 1.6 Elect Vassi Naidoo as Director For For Management 1.7 Elect Mfundo Nkuhlu as Director For For Management 2.1 Reappoint Deloitte & Touche as For For Management Auditors of the Company with M Jordan as the Designated Registered Auditor 2.2 Reappoint KPMG Inc as Auditors of the For For Management Company with H Berrange as the Designated Registered Auditor 3 Authorise the Group Audit Committee to For For Management Determine the Remuneration of the Auditors and the Auditors' Terms of Engagement 4 Place Authorised but Unissued Ordinary For For Management Shares under Control of Directors 5 Place Authorised but Unissued For For Management Preference Shares under Control of Directors 6 Approve Remuneration Policy For For Management 7 Approve Non-executive Directors' Fees For For Management 8 Authorise Repurchase of Issued Share For For Management Capital 9 Approve Financial Assistance to For For Management Related and Inter-related Companies -------------------------------------------------------------------------------- NESTLE INDIA LTD. Ticker: 500790 Security ID: Y6268T111 Meeting Date: MAY 15, 2015 Meeting Type: Annual Record Date: MAY 08, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Confirm Interim Dividends and Approve For For Management Final Dividend 3 Reelect A. Protonotarios as Director For For Management 4 Approve A.F. Ferguson & Co. as For For Management Auditors and Authorize Board to Fix Their Remuneration 5 Elect R.V. Kanoria as Independent For For Management Director -------------------------------------------------------------------------------- NETEASE INC. Ticker: NTES Security ID: 64110W102 Meeting Date: SEP 05, 2014 Meeting Type: Annual Record Date: AUG 05, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Re-elect William Lei Ding as Director For For Management 1b Re-elect Alice Cheng as Director For For Management 1c Re-elect Denny Lee as Director For For Management 1d Re-elect Joseph Tong as Director For For Management 1e Re-elect Lun Feng as Director For For Management 1f Re-elect Michael Leung as Director For For Management 1g Re-elect Michael Tong as Director For For Management 2 Approve Appointment of For For Management PricewaterhouseCoopers Zhong Tian LLP as Auditors of NetEase, Inc. for the Fiscal Year Ending December 31, 2014 -------------------------------------------------------------------------------- NETEASE INC. Ticker: NTES Security ID: 64110W102 Meeting Date: SEP 05, 2014 Meeting Type: Annual Record Date: AUG 05, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Re-elect William Lei Ding as Director For For Management 1b Re-elect Alice Cheng as Director For For Management 1c Re-elect Denny Lee as Director For For Management 1d Re-elect Joseph Tong as Director For For Management 1e Re-elect Lun Feng as Director For For Management 1f Re-elect Michael Leung as Director For For Management 1g Re-elect Michael Tong as Director For For Management 2 Approve Appointment of For For Management PricewaterhouseCoopers Zhong Tian LLP as Auditors of NetEase, Inc. for the Fiscal Year Ending December 31, 2014 -------------------------------------------------------------------------------- NOVATEK OAO Ticker: NVTK Security ID: 669888109 Meeting Date: OCT 14, 2014 Meeting Type: Special Record Date: SEP 11, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Interim Dividends for First For For Management Six Months of Fiscal 2014 2 Approve Size and Procedure of Dividend For For Management Payment -------------------------------------------------------------------------------- NOVATEK OAO Ticker: NVTK Security ID: 669888109 Meeting Date: APR 24, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Approve Annual Report, Financial For For Management Statements, Allocation of Income and Terms of Dividend Payment 1.2 Approve Dividends of RUB 5.20 per Share For For Management 2.1 Elect Andrei Akimov as Director None Against Management 2.2 Elect Michael Borrel as Director None Against Management 2.3 Elect Burckhard Bergmann as Director None Against Management 2.4 Elect Robert Castaigne as Director None Against Management 2.5 Elect Leonid Mikhelson as Director None Against Management 2.6 Elect Alexander Natalenko as Director None Against Management 2.7 Elect Leonid Simanovsky as Director None Against Management 2.8 Elect Gennady Timchenko as Director None Against Management 2.9 Elect Andrey Sharonov as Director None For Management 3.1 Elect Olga Belyaeva as Member of Audit For For Management Commission 3.2 Elect Maria Panasenko as Member of For For Management Audit Commission 3.3 Elect Igor Ryaskov as Member of Audit For For Management Commission 3.4 Elect Nikolai Shulikin as Member of For For Management Audit Commission 4 Ratify ZAO PricewaterhouseCoopers For For Management Audit as Auditor 5 Approve Regulations on Remuneration of For For Management Directors 6 Approve Remuneration of Directors For For Management 7 Approve Remuneration of Members of For For Management Audit Commission -------------------------------------------------------------------------------- OIL & GAS DEVELOPMENT CO. Ticker: OGDC Security ID: Y6448X107 Meeting Date: OCT 24, 2014 Meeting Type: Annual Record Date: OCT 17, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Minutes of Previous Meeting For For Management 2 Accept Financial Statements and For For Management Statutory Reports 3 Approve Final Cash Dividend of PKR 3. For For Management 00 Per Share 4 Approve Auditors and Authorize Board For Against Management to Fix Their Remuneration 5 Elect Directors For Against Management 6 Other Business For Against Management -------------------------------------------------------------------------------- ORIFLAME COSMETICS S.A. Ticker: ORI SDB Security ID: L7272A100 Meeting Date: MAY 19, 2015 Meeting Type: Annual Record Date: MAY 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Appoint Pontus Andreasson as Chairman For For Management of Meeting 3 Receive and Approve Board's and For For Management Auditor's Reports 4 Approve Financial Statements For For Management 5 Approve Allocation of Income For For Management 7.i Approve Discharge of Directors For For Management 7.ii Approve Discharge of Auditors For For Management 8.i.1 Reelect Magnus Brannstrom as Director For For Management 8.i.2 Reelect Anders Dahlvig as Director For For Management 8.i.3 Reelect Lilian Fossum Biner as Director For For Management 8.i.4 Reelect Alexander af Jochnick as For For Management Director 8.i.5 Reelect Jonas af Jochnick as Director For For Management 8.i.6 Reelect Robert af Jochnick as Director For For Management 8.i.7 Reelect Anna Malmhake as Director For For Management 8.i.8 Reelect Helle Kruse Nielsen as Director For For Management 8.i.9 Reelect Christian Salamon as Director For For Management 8.ii Reelect Alexander af Jochnick as For For Management Chairman of the Board 8.iii Renew Appointment of KPMG as Auditor For For Management 9 Approve (i) Continuation of Nomination For For Management Committee and (ii) Proposed Appointment Procedure for Nomination Committee Members 10 Approve Remuneration of Directors For For Management 11 Approve Executive Remuneration Policy For For Management 13 Approve Amendment Achievement Share For Against Management Award Grid under 2011 Oriflame Share Incentive Plan 14 Approve Implementation New Share For Against Management Incentive Plan for 2015-2018 15 Transact Other Business (Voting) For Against Management -------------------------------------------------------------------------------- ORION CORP. Ticker: 001800 Security ID: Y6S90M110 Meeting Date: MAR 27, 2015 Meeting Type: Annual Record Date: DEC 31, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Allocation of Income 2 Amend Articles of Incorporation For For Management 3 Elect Two Inside Directors (Bundled) For For Management 4 Appoint Hwang Soon-Il as Internal For For Management Auditor 5 Approve Total Remuneration of Inside For For Management Directors and Outside Directors 6 Authorize Board to Fix Remuneration of For For Management Internal Auditor(s) 7 Approve Terms of Retirement Pay For For Management -------------------------------------------------------------------------------- OTP BANK PLC Ticker: OTP Security ID: X60746181 Meeting Date: APR 17, 2015 Meeting Type: Annual Record Date: APR 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements, For For Management Statutory Reports, and Allocation of Income 2 Approve Company's Corporate Governance For For Management Statement 3 Approve Discharge of Management Board For For Management 4 Approve Auditors and Authorize Board For For Management to Fix Their Remuneration 5.1 Decision on Discussing the Bylaw For Against Management Amendments Bundled 5.2 Amend Bylaws For Against Management 6 Approve Remuneration Statement For For Management 7 Approve Remuneration of Management For For Management Board, Supervisory Board, and Audit Committee Members 8 Authorize Share Repurchase Program For For Management -------------------------------------------------------------------------------- PACIFIC RUBIALES ENERGY CORP. Ticker: PRE Security ID: 69480U206 Meeting Date: MAY 28, 2015 Meeting Type: Annual/Special Record Date: APR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Fix Number of Directors at Twelve For For Management 2a Elect Director Jose Francisco Arata For For Management 2b Elect Director Miguel de la Campa For For Management 2c Elect Director German Efromovich For For Management 2d Elect Director Serafino Iacono For For Management 2e Elect Director Augusto Lopez For For Management 2f Elect Director Hernan Martinez For For Management 2g Elect Director Dennis Mills For For Management 2h Elect Director Ronald Pantin For For Management 2i Elect Director Victor Rivera For For Management 2j Elect Director Miguel Rodriguez For Withhold Management 2k Elect Director Francisco Sole For Withhold Management 2l Elect Director Neil Woodyer For Withhold Management 3 Approve Ernst & Young LLP as Auditors For For Management and Authorize Board to Fix Their Remuneration 4 Approve Shareholder Rights Plan For For Management -------------------------------------------------------------------------------- PACIFIC RUBIALES ENERGY CORP. Ticker: PRE Security ID: 69480U206 Meeting Date: MAY 28, 2015 Meeting Type: Annual/Special Record Date: APR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Fix Number of Directors at Twelve For For Management 2a Elect Director Jose Francisco Arata For For Management 2b Elect Director Miguel de la Campa For For Management 2c Elect Director German Efromovich For For Management 2d Elect Director Serafino Iacono For For Management 2e Elect Director Augusto Lopez For For Management 2f Elect Director Hernan Martinez For For Management 2g Elect Director Dennis Mills For For Management 2h Elect Director Ronald Pantin For For Management 2i Elect Director Victor Rivera For For Management 2j Elect Director Miguel Rodriguez For Withhold Management 2k Elect Director Francisco Sole For Withhold Management 2l Elect Director Neil Woodyer For Withhold Management 3 Approve Ernst & Young LLP as Auditors For For Management and Authorize Board to Fix Their Remuneration 4 Approve Shareholder Rights Plan For For Management -------------------------------------------------------------------------------- PAKISTAN PETROLEUM LTD. Ticker: PPL Security ID: Y6611E100 Meeting Date: SEP 16, 2014 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Directors For Against Management -------------------------------------------------------------------------------- PAKISTAN PETROLEUM LTD. Ticker: PPL Security ID: Y6611E100 Meeting Date: OCT 24, 2014 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve 75 Percent Final Cash Dividend For For Management 3 Approve Auditors and Authorize Board For For Management to Fix Their Remuneration -------------------------------------------------------------------------------- PETROLEO BRASILEIRO SA-PETROBRAS Ticker: PETR4 Security ID: 71654V101 Meeting Date: APR 29, 2015 Meeting Type: Annual Record Date: APR 08, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Guilherme Affonso Ferreira as None For Shareholder Director Nominated by Preferred Shareholders 2 Elect Walter Luis Bernardes and None For Shareholder Roberto Lamb (Alternate) as Fiscal Council Members Nominated by Preferred Shareholders -------------------------------------------------------------------------------- PHILIPPINE LONG DISTANCE TELEPHONE CO. Ticker: TEL Security ID: 718252604 Meeting Date: JUN 09, 2015 Meeting Type: Annual Record Date: APR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve the Audited Financial For For Management Statements for the Fiscal Year Ended Dec. 31, 2014 2.1 Elect Artemio V. Panganiban as Director For For Management 2.2 Elect Pedro E. Roxas as Director For For Management 2.3 Elect Alfred V. Ty as Director For For Management 2.4 Elect Helen Y. Dee as Director For For Management 2.5 Elect Ray C. Espinosa as Director For For Management 2.6 Elect James L. Go as Director For For Management 2.7 Elect Setsuya Kimura as Director For For Management 2.8 Elect Napoleon L. Nazareno as Director For For Management 2.9 Elect Hideaki Ozaki as Director For For Management 2.10 Elect Manuel V. Pangilinan as Director For For Management 2.11 Elect Ma. Lourdes C. Rausa-Chan as For For Management Director 2.12 Elect Juan B. Santos as Director For For Management 2.13 Elect Tony Tan Caktiong as Director For For Management -------------------------------------------------------------------------------- PING AN INSURANCE (GROUP) CO. OF CHINA, LTD. Ticker: 02318 Security ID: Y69790106 Meeting Date: FEB 05, 2015 Meeting Type: Special Record Date: JAN 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Key Employee Share Purchase For For Management Scheme -------------------------------------------------------------------------------- PING AN INSURANCE (GROUP) CO. OF CHINA, LTD. Ticker: 02318 Security ID: Y69790106 Meeting Date: JUN 15, 2015 Meeting Type: Annual Record Date: MAY 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Report of the Board of For For Management Directors 2 Approve Report of the Supervisory For For Management Committee 3 Approve Report of the Annual Report For For Management and its Summary 4 Approve Report of the Auditors and the For For Management Audited Financial Statements 5 Approve PricewaterhouseCoopers Zhong For For Management Tian LLP as the PRC Auditor and PricewaterhouseCoopers as the International Auditor and Authorize Board to Fix Their Remuneration 6.1 Elect Ma Mingzhe as Director For For Management 6.2 Elect Sun Jianyi as Director For For Management 6.3 Elect Ren Huichuan as Director For For Management 6.4 Elect Yao Jason Bo as Director For For Management 6.5 Elect Lee Yuansiong as Director For For Management 6.6 Elect Cai Fangfang as Director For For Management 6.7 Elect Fan Mingchun as Director For For Management 6.8 Elect Lin Lijun as Director For For Management 6.9 Elect Soopakij Chearavanont as Director For Against Management 6.10 Elect Yang Xiaoping as Director For Against Management 6.11 Elect Lu Hua as Director For For Management 6.12 Elect Woo Ka Biu Jackson as Director For For Management 6.13 Elect Stephen Thomas Meldrum as For For Management Director 6.14 Elect Yip Dicky Peter as Director For For Management 6.15 Elect Wong Oscar Sai Hung as Director For For Management 6.16 Elect Sun Dongdong as Director For For Management 6.17 Elect Ge Ming as Director For For Management 7.1 Elect Gu Liji as Independent Supervisor For For Management 7.2 Elect Peng Zhijian as Independent For For Management Supervisor 7.3 Elect Zhang Wangjin as Shareholder For For Management Representative Supervisor 8 Approve Profit Distribution Plan For For Management 9 Amend Articles of Association For For Management 10 Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights -------------------------------------------------------------------------------- PIRAEUS BANK SA Ticker: TPEIR Security ID: X06397156 Meeting Date: OCT 30, 2014 Meeting Type: Special Record Date: OCT 24, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger by Absorption For For Management 2 Approve Reduction in Issued Share For For Management Capital -------------------------------------------------------------------------------- PIRAEUS BANK SA Ticker: TPEIR Security ID: X06397156 Meeting Date: DEC 19, 2014 Meeting Type: Special Record Date: DEC 12, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Inclusion of the Bank in a For For Management special Legal Framework Regarding the Conversion of Deferred Tax Assets into Claims Against the Hellenic Republic, the Formation of a Special Reserve, and the Free Issue of Warrants -------------------------------------------------------------------------------- POWER ASSETS HOLDINGS LTD. Ticker: 00006 Security ID: Y7092Q109 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAY 08, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3a Elect Neil Douglas McGee as Director For Against Management 3b Elect Ralph Raymond Shea as Director For For Management 3c Elect Wan Chi Tin as Director For Against Management 3d Elect Wong Chung Hin as Director For For Management 3e Elect Wu Ting Yuk, Anthony as Director For For Management 4 Approve KPMG as Auditor and Authorize For For Management Board to Fix Their Remuneration 5 Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights 6 Authorize Repurchase of Issued Share For For Management Capital 7 Authorize Reissuance of Repurchased For Against Management Shares 8 Adopt New Articles of Association For For Management 9 Approve Acquisition of Debt Securities For Against Management Issued by Related Party -------------------------------------------------------------------------------- POWER GRID CORPORATION OF INDIA LTD Ticker: 532898 Security ID: Y7028N105 Meeting Date: JUL 15, 2014 Meeting Type: Special Record Date: MAY 30, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Issuance of Bonds For For Management 2 Approve Provision of Securities and/or For For Management Corporate Guarantee to Project SPVs Acquired by the Company 3 Approve Inputs and Services Required For For Management by the Project SPVs -------------------------------------------------------------------------------- POWER GRID CORPORATION OF INDIA LTD Ticker: 532898 Security ID: Y7028N105 Meeting Date: SEP 18, 2014 Meeting Type: Annual Record Date: AUG 08, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Note Payment of Interim Dividend of For For Management INR 1.27 Per Share and Declare Final Dividend of INR 1.31 Per Share 3 Reelect I. S. Jha as Director For For Management 4 Reelect R. T. Agarwal as Director For For Management 5 Authorize Board to Fix Remuneration of For For Management S. K. Mehta & Co., Chatterjee & Co., and Sagar & Associates, the Statutory Auditors 6 Elect P. Kumar as Director For For Management 7 Elect J. Arora as Director For For Management 8 Approve Remuneration of Cost Auditors For For Management 9 Authorize Issuance of Foreign Currency For For Management Bonds -------------------------------------------------------------------------------- POWER GRID CORPORATION OF INDIA LTD Ticker: 532898 Security ID: Y7028N105 Meeting Date: MAY 15, 2015 Meeting Type: Special Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Authorize Issuance of Debentures For For Management 2 Approve Loans, Guarantees, and/or For For Management Securities to Project SPVs 3 Approve All Inputs and Services to the For For Management Project SPVs -------------------------------------------------------------------------------- PPC LTD Ticker: PPC Security ID: S64165103 Meeting Date: JAN 26, 2015 Meeting Type: Annual Record Date: JAN 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve that the Vacancies be For For Management Determined in Accordance with the Number of Votes Cast in Favour of Each Resolution so that the Vacancies will be Filled by the Six Candidates Receiving the Highest Number of Favourable Votes 2 Elect Trix Coetzer as Director None For Management 3 Elect Innocent Dutiro as Director None Against Management 4 Elect Nicky Goldin as Director None For Management 5 Elect Mojanku Gumbi as Director None Against Management 6 Elect Timothy Leaf-Wright as Director None For Management 8 Elect Tito Mboweni as Director None For Management 9 Elect Steve Muller as Director None Against Management 10 Elect Charles Naude as Director None Against Management 11 Elect Peter Nelson as Director None For Management 12 Elect Keshan Pillay as Director None Against Management 13 Elect Dr Daniel Ufitikirezi as Director None For Management 14 Elect Darryll Castle as Director For For Management 15 Elect Zibusiso Kganyago as Alternate For Against Management Director 16 Reappoint Deloitte & Touche as For For Management Auditors of the Company 17 Authorise Board to Fix Remuneration of For Against Management the Auditors 18 Re-elect Bridgette Modise as Member of For For Management Audit Committee 19 Elect Todd Moyo as Member of Audit For For Management Committee 20 Re-elect Tim Ross as Member of Audit For For Management Committee 21 Approve Remuneration Policy For Against Management 1 Approve Financial Assistance to For For Management Related or Inter-related Companies or Corporations 2.1 Approve Remuneration of the Chairman For For Management of the Board 2.2 Approve Remuneration of Each For For Management Non-Executive Director of the Board 2.3 Approve Remuneration of the Chairman For For Management of the Audit Committee 2.4 Approve Remuneration of Each For For Management Non-Executive Director of the Audit Committee 2.5 Approve Remuneration of the Chairman For For Management of the Remuneration Committee 2.6 Approve Remuneration of Each For For Management Non-Executive Director of the Remuneration Committee 2.7 Approve Remuneration of the Chairman For For Management of the Risk and Compliance Committee 2.8 Approve Remuneration of Each For For Management Non-Executive Director of the Risk and Compliance Committee 2.9 Approve Remuneration of the Chairman For For Management of the Social and Ethics Committee 2.10 Approve Remuneration of Each For For Management Non-Executive Director of the Social and Ethics Committee 2.11 Approve Remuneration of the Chairman For For Management of the Nomination Committee 2.12 Approve Remuneration of Each For For Management Non-Executive Director of the Nomination Committee 2.13 Approve Remuneration of the Chairman For For Management for Special Meetings 2.14 Approve Remuneration of Each For For Management Non-Executive Director for Special Meetings 2.15 Approve Remuneration for the Lead For For Management Independent Non-executive Director 2.16 Approve Remuneration for All Other For Against Management Work Done by a Director 3 Authorise Repurchase of Up to Ten For For Management Percent of Issued Share Capital -------------------------------------------------------------------------------- PRESIDENT CHAIN STORE CORP. Ticker: 2912 Security ID: Y7082T105 Meeting Date: JUN 18, 2015 Meeting Type: Annual Record Date: APR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve 2014 Financial Statements For For Management 2 Approve Plan on 2014 Profit For For Management Distribution 3 Amend Rules and Procedures for For For Management Election of Directors 4.1 Elect Wang, Wen-Yeu, with ID No. For For Management A103389XXX, as Independent Director 4.2 Elect Chen, M.David, with ID No. For For Management F101967XXX, as Independent Director 4.3 Elect Shu, Pei-Gi, with ID No. For For Management A121808XXX, as Independent Director 4.4 Elect Lo, Chih-Hsien, a Representative For For Management of Uni-President Enterprises Corporation, with Shareholder No. 1, as Non-independent Director 4.5 Elect Kao, Hsiu-Ling, a Representative For For Management of Gao Quan Investment Co., Ltd., with Shareholder No. 2303, as Non-independent Director 4.6 Elect Su, Tsung-Ming, a Representative For For Management of Uni-President Enterprises Corporation, with Shareholder No. 1, as Non-independent Director 4.7 Elect Yang, Wen-Lung, a Representative For For Management of Uni-President Enterprises Corporation, with Shareholder No. 1, as Non-independent Director 4.8 Elect Chen, Jui-Tang, a Representative For For Management of Uni-President Enterprises Corporation, with Shareholder No. 1, as Non-independent Director 4.9 Elect Lu, Long-Hong, a Representative For For Management of Uni-President Enterprises Corporation, with Shareholder No. 1, as Non-independent Director 4.10 Elect Huang, Jui-Tien, a For For Management Representative of Uni-President Enterprises Corporation, with Shareholder No. 1, as Non-independent Director 4.11 Elect Hwang, Jau-Kai, a Representative For For Management of Uni-President Enterprises Corporation, with Shareholder No. 1, as Non-independent Director 4.12 Elect Wu, Tsung-Pin, a Representative For For Management of Uni-President Enterprises Corporation, with Shareholder No. 1, as Non-independent Director 4.13 Elect Wu, Wen-Chi, a Representative of For For Management Uni-President Enterprises Corporation, with Shareholder No. 1, as Non-independent Director 5 Approve Release of Restrictions of For For Management Competitive Activities of Directors -------------------------------------------------------------------------------- PT ASTRA INTERNATIONAL TBK Ticker: ASII Security ID: Y7117N172 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: APR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles of the Association For Against Management 2 Accept Financial Statements and For For Management Statutory Reports 3 Approve Allocation of Income For For Management 4 Elect Directors and Commissioners and For Against Management Approve Their Remuneration 5 Approve Auditors For For Management -------------------------------------------------------------------------------- PT BANK CENTRAL ASIA TBK Ticker: BBCA Security ID: Y7123P138 Meeting Date: APR 09, 2015 Meeting Type: Annual/Special Record Date: MAR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports and Discharge of Directors and Commissioners 2 Approve Allocation of Income For For Management 3 Approve Remuneration of Directors and For For Management Commissioners 4 Approve Auditors For For Management 5 Approve Payment of Interim Dividend For For Management 1 Amend and Restate Articles of the For For Management Association -------------------------------------------------------------------------------- PT BANK MANDIRI (PERSERO) TBK Ticker: BMRI Security ID: Y7123S108 Meeting Date: MAR 16, 2015 Meeting Type: Annual Record Date: FEB 18, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Allocation of Income For For Management 3 Approve Auditors For For Management 4 Approve Remuneration of Directors and For For Management Commissioners 5 Amend Articles of the Association For Against Management 6 Elect Directors and Commissioners For Against Management -------------------------------------------------------------------------------- PT BANK RAKYAT INDONESIA (PERSERO) TBK Ticker: BBRI Security ID: Y0697U112 Meeting Date: JUL 10, 2014 Meeting Type: Special Record Date: JUN 24, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Directors and Commissioners For Against Management -------------------------------------------------------------------------------- PT BANK RAKYAT INDONESIA (PERSERO) TBK Ticker: BBRI Security ID: Y0697U112 Meeting Date: MAR 19, 2015 Meeting Type: Annual Record Date: FEB 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Allocation of Income For For Management 3 Approve Remuneration of Directors and For For Management Commissioners 4 Approve Auditors For For Management 5 Amend Articles of the Association For Against Management 6 Elect Directors and Commissioners For Against Management -------------------------------------------------------------------------------- PT MATAHARI DEPARTMENT STORE TBK Ticker: LPPF Security ID: Y7139L105 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: MAY 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports and Discharge of Directors and Commissioners 2 Approve Allocation of Income For For Management 3 Approve Auditors and Authorize Board For For Management to Fix Their Remuneration 4 Amend Articles of the Association For For Management 5 Elect Commissioners and Approve For For Management Remuneration of Directors and Commisssioners 6 Reaffirm the Shareholders Composition For For Management of the Company -------------------------------------------------------------------------------- PT SEMEN INDONESIA (PERSERO) TBK Ticker: SMGR Security ID: Y7142G168 Meeting Date: JAN 23, 2015 Meeting Type: Special Record Date: JAN 07, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Directors and Commissioners For Against Management -------------------------------------------------------------------------------- PT SEMEN INDONESIA (PERSERO) TBK Ticker: SMGR Security ID: Y7142G168 Meeting Date: APR 16, 2015 Meeting Type: Annual Record Date: MAR 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports and Discharge of Directors and Commissioners 2 Approve Annual Report of Partnership For For Management and Community Development Program and Discharge of Directors and Commissioners 3 Approve Allocation of Income For For Management 4 Approve Remuneration of Directors and For For Management Commissioners 5 Approve Auditors of the Company and For For Management the PCDP 6 Amend Articles of the Association For For Management 7 Elect Directors For Against Management -------------------------------------------------------------------------------- PT TELEKOMUNIKASI INDONESIA TBK Ticker: TLKM Security ID: 715684106 Meeting Date: DEC 19, 2014 Meeting Type: Special Record Date: NOV 24, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Directors and Commissioners For Against Management -------------------------------------------------------------------------------- PT TELEKOMUNIKASI INDONESIA TBK Ticker: TLKM Security ID: Y71474145 Meeting Date: DEC 19, 2014 Meeting Type: Special Record Date: DEC 03, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Directors and Commissioners For Against Management -------------------------------------------------------------------------------- PT TELEKOMUNIKASI INDONESIA TBK Ticker: TLKM Security ID: 715684106 Meeting Date: APR 17, 2015 Meeting Type: Annual Record Date: MAR 25, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Annual Report and For For Management Commissioners' Report 2 Accept Financial Statements and For For Management Statutory Reports and Approve Annual Report of the Partnership and Community Development Program (PCDP) and Discharge Directors and Commissioners 3 Approve Allocation of Income For For Management 4 Approve Remuneration of Directors and For For Management Commissioners 5 Approve Auditors of the Company and For For Management the PCDP 6 Amend Articles of the Association For For Management 7 Authorize Commissioners to Handle For For Management Matters in Relation to the Use of Treasury Stock as the result of Share Buyback III and IV 8 Elect Directors and Commissioners For Against Management -------------------------------------------------------------------------------- PT TELEKOMUNIKASI INDONESIA TBK Ticker: TLKM Security ID: Y71474145 Meeting Date: APR 17, 2015 Meeting Type: Annual Record Date: MAR 25, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Annual Report and For For Management Commissioners' Report 2 Accept Financial Statements and For For Management Statutory Reports and Approve Annual Report of the Partnership and Community Development Program (PCDP) and Discharge Directors and Commissioners 3 Approve Allocation of Income For For Management 4 Approve Remuneration of Directors and For For Management Commissioners 5 Approve Auditors of the Company and For For Management the PCDP 6 Amend Articles of the Association For For Management 7 Authorize Commissioners to Handle For For Management Matters in Relation to the Use of Treasury Stock as the result of Share Buyback III and IV 8 Elect Directors and Commissioners For Against Management -------------------------------------------------------------------------------- PT UNILEVER INDONESIA TBK Ticker: UNVR Security ID: Y9064H141 Meeting Date: NOV 27, 2014 Meeting Type: Special Record Date: NOV 11, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Directors and Commissioners For Against Management 2 Amend Articles of Association For For Management -------------------------------------------------------------------------------- PT UNILEVER INDONESIA TBK Ticker: UNVR Security ID: Y9064H141 Meeting Date: JUN 08, 2015 Meeting Type: Annual/Special Record Date: MAY 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports, Discharge of Directors and Commissioners, and Approve Allocation of Income 2 Approve Auditors and Authorize Board For For Management to Fix Their Remuneration 3 Elect Commissioners and Approve For Against Management Remuneration of Directors and Commissioners 1 Amend Articles of the Association For For Management 2 Amend Pension Fund For Against Management -------------------------------------------------------------------------------- PT UNITED TRACTORS TBK Ticker: UNTR Security ID: Y7146Y140 Meeting Date: APR 21, 2015 Meeting Type: Annual Record Date: MAR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Allocation of Income For For Management 3 Elect Directors and Commissioners and For For Management Approve Their Remuneration 4 Approve Auditors For For Management 5 Amend Articles of the Association For Against Management -------------------------------------------------------------------------------- PTT EXPLORATION & PRODUCTION PCL Ticker: PTTEP Security ID: Y7145P165 Meeting Date: MAR 26, 2015 Meeting Type: Annual Record Date: FEB 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 2 Accept Financial Statements For For Management 3 Approve Dividend For For Management 4 Approve Issuance of Debentures For For Management 5 Approve Auditors and Authorize Board For For Management to Fix Their Remuneration 6 Approve Remuneration of Directors and For For Management Sub-Committees 7.1 Elect Prajya Phinyawat as Director For For Management 7.2 Elect Chakkrit Parapuntakul as Director For For Management 7.3 Elect Tanarat Ubol as Director For For Management 7.4 Elect Nuttachat Charuchinda as Director For For Management 7.5 Elect Songsak Saicheua as Director For For Management -------------------------------------------------------------------------------- PUBLIC BANK BERHAD Ticker: PBBANK Security ID: Y71497104 Meeting Date: MAR 30, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Elect Cheah Kim Ling as Director For For Management 3 Elect Teh Hong Piow as Director For For Management 4 Elect Thong Yaw Hong as Director For Against Management 5 Elect Tay Ah Lek as Director For For Management 6 Elect Lee Kong Lam as Director For For Management 7 Elect Tang Wing Chew as Director For For Management 8 Elect Lai Wan as Director For For Management 9 Approve Remuneration of Directors For For Management 10 Approve Ernst & Young as Auditors and For For Management Authorize Board to Fix Their Remuneration -------------------------------------------------------------------------------- RANDGOLD RESOURCES LTD Ticker: RRS Security ID: G73740113 Meeting Date: MAY 05, 2015 Meeting Type: Annual Record Date: MAY 04, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3 Approve Remuneration Report For For Management 4 Approve Remuneration Policy For For Management 5 Re-elect Mark Bristow as Director For For Management 6 Re-elect Norborne Cole Jr as Director For For Management 7 Re-elect Christopher Coleman as For For Management Director 8 Re-elect Kadri Dagdelen as Director For For Management 9 Re-elect Jamil Kassum as Director For For Management 10 Re-elect Jeanine Mabunda Lioko as For For Management Director 11 Re-elect Andrew Quinn as Director For For Management 12 Re-elect Graham Shuttleworth as For For Management Director 13 Re-elect Karl Voltaire as Director For For Management 14 Elect Safiatou Ba-N'Daw as Director For For Management 15 Reappoint BDO LLP as Auditors For For Management 16 Authorise Board to Fix Remuneration of For For Management Auditors 17 Authorise Issue of Equity with For For Management Pre-emptive Rights 18 Approve Awards of Ordinary Shares to For For Management Non-executive Directors 19 Approve Award of Ordinary Shares to For For Management the Senior Independent Director 20 Approve Award of Ordinary Shares to For For Management the Chairman 21 Authorise Issue of Equity without For For Management Pre-emptive Rights 22 Authorise Market Purchase of Ordinary For For Management Shares -------------------------------------------------------------------------------- RANDGOLD RESOURCES LTD Ticker: RRS Security ID: 752344309 Meeting Date: MAY 05, 2015 Meeting Type: Annual Record Date: MAR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3 Approve Remuneration Report For For Management 4 Approve Remuneration Policy For For Management 5 Re-elect Mark Bristow as Director For For Management 6 Re-elect Norborne Cole Jr as Director For For Management 7 Re-elect Christopher Coleman as For For Management Director 8 Re-elect Kadri Dagdelen as Director For For Management 9 Re-elect Jamil Kassum as Director For For Management 10 Re-elect Jeanine Mabunda Lioko as For For Management Director 11 Re-elect Andrew Quinn as Director For For Management 12 Re-elect Graham Shuttleworth as For For Management Director 13 Re-elect Karl Voltaire as Director For For Management 14 Elect Safiatou Ba-N'Daw as Director For For Management 15 Reappoint BDO LLP as Auditors For For Management 16 Authorise Board to Fix Remuneration of For For Management Auditors 17 Authorise Issue of Equity with For For Management Pre-emptive Rights 18 Approve Awards of Ordinary Shares to For For Management Non-executive Directors 19 Approve Award of Ordinary Shares to For For Management the Senior Independent Director 20 Approve Award of Ordinary Shares to For For Management the Chairman 21 Authorise Issue of Equity without For For Management Pre-emptive Rights 22 Authorise Market Purchase of Ordinary For For Management Shares -------------------------------------------------------------------------------- RELIANCE INDUSTRIES LTD. Ticker: 500325 Security ID: Y72596102 Meeting Date: MAR 28, 2015 Meeting Type: Special Record Date: FEB 19, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect M.L. Bhakta as Independent For For Management Non-Executive Director 2 Elect D.V. Kapur as Independent For For Management Non-Executive Director 3 Elect D.C. Jain as Independent For For Management Non-Executive Director 4 Elect R.A. Mashelkar as Independent For For Management Non-Executive Director 5 Elect M. Sahu as Independent For For Management Non-Executive Director 6 Amend Memorandum of Association For For Management 7 Approve Reappointment and Remuneration For For Management of H.R. Meswani as Executive Director -------------------------------------------------------------------------------- RELIANCE INDUSTRIES LTD. Ticker: 500325 Security ID: Y72596102 Meeting Date: JUN 12, 2015 Meeting Type: Annual Record Date: JUN 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Accept Audited Financial Statements For For Management and Statutory Reports 1.2 Accept Consolidated Financial For For Management Statements 2 Approve Dividend Payment For For Management 3.1 Elect H.R. Meswani as Director For For Management 3.2 Elect P.M.S. Prasad as Director For For Management 4 Approve Chaturvedi & Shah, Deloitte For Against Management Haskins & Sells LLP, and Rajendra & Co. as Auditors and Authorize Board to Fix Their Remuneration 5 Elect R.S. Gujral as Independent For For Management Director 6 Approve Reappointment and Remuneration For For Management of P.K. Kapil as Executive Director 7 Approve Remuneration of Cost Auditors For For Management 8 Authorize Issuance of Non-Convertible For For Management Debentures -------------------------------------------------------------------------------- REMGRO LTD Ticker: REM Security ID: S6873K106 Meeting Date: NOV 25, 2014 Meeting Type: Annual Record Date: NOV 14, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports for the Year Ended 30 June 2014 2 Reappoint PricewaterhouseCoopers Inc For For Management as Auditors of the Company with Hein Doman as the Individual Registered Auditor 3 Re-elect Leon Crouse as Director For For Management 4 Re-elect Paul Harris as Director For For Management 5 Re-elect Edwin Hertzog as Director For For Management 6 Re-elect Peter Mageza as Director For For Management 7 Re-elect Jabu Moleketi as Director For For Management 8 Re-elect Peter Mageza as Member of the For For Management Audit and Risk Committee 9 Re-elect Jabu Moleketi as Member of For For Management the Audit and Risk Committee 10 Re-elect Frederick Robertson as Member For For Management of the Audit and Risk Committee 11 Re-elect Herman Wessels as Member of For For Management the Audit and Risk Committee 1 Approve Directors' Remuneration For For Management 2 Authorise Repurchase of Up to Ten For For Management Percent of Issued Share Capital 3 Approve Financial Assistance to For For Management Related and Inter-related Companies and Corporations -------------------------------------------------------------------------------- SABMILLER PLC Ticker: SAB Security ID: G77395104 Meeting Date: JUL 24, 2014 Meeting Type: Annual Record Date: JUL 22, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Remuneration Policy For Abstain Management 4 Re-elect Mark Armour as Director For For Management 5 Re-elect Geoffrey Bible as Director For For Management 6 Re-elect Alan Clark as Director For For Management 7 Re-elect Dinyar Devitre as Director For For Management 8 Re-elect Guy Elliott as Director For For Management 9 Re-elect Lesley Knox as Director For For Management 10 Re-elect John Manser as Director For For Management 11 Re-elect John Manzoni as Director For For Management 12 Re-elect Dr Dambisa Moyo as Director For For Management 13 Re-elect Carlos Perez Davila as For For Management Director 14 Re-elect Alejandro Santo Domingo For For Management Davila as Director 15 Re-elect Helen Weir as Director For For Management 16 Re-elect Howard Willard as Director For For Management 17 Re-elect Jamie Wilson as Director For For Management 18 Approve Final Dividend For For Management 19 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors 20 Authorise Board to Fix Remuneration of For For Management Auditors 21 Authorise Issue of Equity with For For Management Pre-emptive Rights 22 Approve Employee Share Purchase Plan For For Management 23 Approve Sharesave Plan For For Management 24 Establish Supplements or Appendices to For For Management the Employee Share Purchase Plan or the Sharesave Plan 25 Authorise Issue of Equity without For For Management Pre-emptive Rights 26 Authorise Market Purchase of Ordinary For For Management Shares 27 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- SAMSUNG ELECTRONICS CO. LTD. Ticker: 005930 Security ID: Y74718100 Meeting Date: MAR 13, 2015 Meeting Type: Annual Record Date: DEC 31, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Allocation of Income 2.1.1 Elect Kim Han-Joong as Outside Director For For Management 2.1.2 Elect Lee Byung-Gi as Outside Director For For Management 2.2 Elect Kwon Oh-Hyun as Inside Director For For Management 2.3 Elect Kim Han-Joong as Member of Audit For For Management Committee 3 Approve Total Remuneration of Inside For For Management Directors and Outside Directors -------------------------------------------------------------------------------- SAMSUNG ELECTRONICS CO. LTD. Ticker: 005930 Security ID: Y74718100 Meeting Date: MAR 13, 2015 Meeting Type: Annual Record Date: DEC 31, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Allocation of Income 2.1.1 Elect Kim Han-Joong as Outside Director For For Management 2.1.2 Elect Lee Byung-Gi as Outside Director For For Management 2.2 Elect Kwon Oh-Hyun as Inside Director For For Management 2.3 Elect Kim Han-Joong as Member of Audit For For Management Committee 3 Approve Total Remuneration of Inside For For Management Directors and Outside Directors -------------------------------------------------------------------------------- SAMSUNG FIRE & MARINE INSURANCE CO. Ticker: 000810 Security ID: Y7473H108 Meeting Date: MAR 13, 2015 Meeting Type: Annual Record Date: DEC 31, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Allocation of Income 2.1.1 Elect Jeon Yong-Bae as Inside Director For For Management 2.2.1 Elect Moon Hyo-Nam as Outside Director For For Management 2.2.2 Elect Son Byung-Jo as Outside Director For For Management 2.2.3 Elect Yoon Young-Chul as Outside For For Management Director 2.2.4 Elect Shin Dong-Yup as Outside Director For For Management 3.1.1 Elect Son Byung-Jo as Member of Audit For For Management Committee 3.1.2 Elect Yoon Young-Chul as Member of For For Management Audit Committee 4 Approve Total Remuneration of Inside For For Management Directors and Outside Directors -------------------------------------------------------------------------------- SANDS CHINA LTD. Ticker: 01928 Security ID: G7800X107 Meeting Date: JUN 17, 2015 Meeting Type: Annual Record Date: JUN 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3a Elect Sheldon Gary Adelson as Director For For Management 3b Elect Michael Alan Leven as Director For For Management 3c Elect David Muir Turnbull as Director For For Management 3d Elect Victor Patrick Hoog Antink as For For Management Director 3e Authorize Board to Fix Remuneration of For For Management Directors 4 Approve Deloitte Touche Tohmatsu as For For Management Auditors and Authorize Board to Fix Their Remuneration 5 Authorize Repurchase of Issued Share For For Management Capital 6 Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights 7 Authorize Reissuance of Repurchased For Against Management Shares -------------------------------------------------------------------------------- SANLAM LTD Ticker: SLM Security ID: S7302C137 Meeting Date: JUN 03, 2015 Meeting Type: Annual Record Date: MAY 22, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports for the Year Ended 31 December 2014 2 Reappoint Ernst & Young Incorporated For For Management as Auditors of the Company with Johanna de Villiers as the Individual and Designated Auditor 3 Elect Clement Booth as Director For For Management 4.1 Re-elect Manana Bakane-Tuoane as For For Management Director 4.2 Re-elect Patrice Motsepe as Director For For Management 4.3 Re-elect Anton Botha as Director For For Management 4.4 Re-elect Desmond Smith as Director For For Management 5 Re-elect Temba Mvusi as Director For For Management 6.1 Re-elect Paul Bradshaw as Member of For For Management the Audit Committee 6.2 Re-elect Flip Rademeyer as Chairman of For For Management the Audit Committee 6.3 Elect Clement Booth as Member of the For For Management Audit Committee 7 Approve Remuneration Policy For For Management 8 Approve Remuneration of Executive For For Management Directors and Non-executive Directors for the Financial Year Ended 31 December 2014 9 Authorise Board to Ratify and Execute For For Management Approved Resolutions A Approve Remuneration of Non-executive For For Management Directors for the Period 1 July 2015 until 30 June 2016 B Approve Financial Assistance in Terms For For Management of Section 44 of the Companies Act C Approve Financial Assistance in Terms For For Management of Section 45 of the Companies Act D Authorise Repurchase of Up to Five For For Management Percent of Issued Share Capital -------------------------------------------------------------------------------- SBERBANK OF RUSSIA Ticker: SBER Security ID: X76317100 Meeting Date: MAY 29, 2015 Meeting Type: Annual Record Date: APR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Annual Report For For Management 2 Approve Financial Statements For For Management 3 Approve Allocation of Income and For For Management Dividends of RUB 0.45 per Share 4 Ratify Auditor For For Management 5.1 Elect Martin Gilman as Director None For Management 5.2 Elect German Gref as Director None Against Management 5.3 Elect Evsey Gurvich as Director None Against Management 5.4 Elect Bella Zlatkis as Director None Against Management 5.5 Elect Nadezhda Ivanova as Director None Against Management 5.6 Elect Sergey Ignatyev as Director None Against Management 5.7 Elect Alexey Kudrin as Director None Against Management 5.8 Elect Georgy Luntovsky as Director None Against Management 5.9 Elect Vladimir Mau as Director None Against Management 5.10 Elect Gennady Melikyan as Director None Against Management 5.11 Elect Alessandro Profumo as Director None Against Management 5.12 Elect Anton Siluanov as Director None Against Management 5.13 Elect Sergey Sinelnikov-Murylev as None For Management Director 5.14 Elect Dmitry Tulin as Director None Against Management 5.15 Elect Nadia Wells as Director None For Management 5.16 Elect Sergey Shvetsov as Director None Against Management 6.1 Elect Natalya Borodina as Member of For For Management Audit Commission 6.2 Elect Vladimir Volkov as Member of For For Management Audit Commission 6.3 Elect Galina Golubenkova as Member of For For Management Audit Commission 6.4 Elect Tatyana Domanskaya as Member of For For Management Audit Commission 6.5 Elect Yulia Isakhanova as Member of For For Management Audit Commission 6.6 Elect Alexey Minenko as Member of For For Management Audit Commission 6.7 Elect Natalya Revina as Member of For For Management Audit Commission 7 Elect German Gref as CEO For For Management 8 Approve New Edition of Charter For For Management 9 Approve New Edition of Regulations on For For Management General Meetings 10 Approve New Edition of Regulations on For For Management Supervisory Board 11 Approve New Edition of Regulations on For For Management Remuneration of Supervisory Board Members 12 Approve Related-Party Transaction Re: For For Management Liability Insurance for Directors, Officers, Company, and Its Subsidiaries -------------------------------------------------------------------------------- SBERBANK OF RUSSIA Ticker: SBER Security ID: X76317100 Meeting Date: MAY 29, 2015 Meeting Type: Annual Record Date: APR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Annual Report For For Management 2 Approve Financial Statements For For Management 3 Approve Allocation of Income and For For Management Dividends of RUB 0.45 per Share 4 Ratify Auditor For For Management 5.1 Elect Martin Gilman as Director None For Management 5.2 Elect German Gref as Director None Against Management 5.3 Elect Evsey Gurvich as Director None Against Management 5.4 Elect Bella Zlatkis as Director None Against Management 5.5 Elect Nadezhda Ivanova as Director None Against Management 5.6 Elect Sergey Ignatyev as Director None Against Management 5.7 Elect Alexey Kudrin as Director None Against Management 5.8 Elect Georgy Luntovsky as Director None Against Management 5.9 Elect Vladimir Mau as Director None Against Management 5.10 Elect Gennady Melikyan as Director None Against Management 5.11 Elect Alessandro Profumo as Director None Against Management 5.12 Elect Anton Siluanov as Director None Against Management 5.13 Elect Sergey Sinelnikov-Murylev as None For Management Director 5.14 Elect Dmitry Tulin as Director None Against Management 5.15 Elect Nadia Wells as Director None For Management 5.16 Elect Sergey Shvetsov as Director None Against Management 6.1 Elect Natalya Borodina as Member of For For Management Audit Commission 6.2 Elect Vladimir Volkov as Member of For For Management Audit Commission 6.3 Elect Galina Golubenkova as Member of For For Management Audit Commission 6.4 Elect Tatyana Domanskaya as Member of For For Management Audit Commission 6.5 Elect Yulia Isakhanova as Member of For For Management Audit Commission 6.6 Elect Alexey Minenko as Member of For For Management Audit Commission 6.7 Elect Natalya Revina as Member of For For Management Audit Commission 7 Elect German Gref as CEO For For Management 8 Approve New Edition of Charter For For Management 9 Approve New Edition of Regulations on For For Management General Meetings 10 Approve New Edition of Regulations on For For Management Supervisory Board 11 Approve New Edition of Regulations on For For Management Remuneration of Supervisory Board Members 12 Approve Related-Party Transaction Re: For For Management Liability Insurance for Directors, Officers, Company, and Its Subsidiaries -------------------------------------------------------------------------------- SHINHAN FINANCIAL GROUP CO. LTD. Ticker: 055550 Security ID: Y7749X101 Meeting Date: MAR 25, 2015 Meeting Type: Annual Record Date: DEC 31, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Allocation of Income 2 Amend Articles of Incorporation For For Management 3.1 Elect Cho Yong-Byung as For For Management Non-independent Non-executive Director 3.2 Elect Ko Boo-In as Outside Director For For Management 3.3 Elect Kwon Tae-Eun as Outside Director For For Management 3.4 Elect Kim Suk-Won as Outside Director For For Management 3.5 Elect Namgoong Hoon as Outside Director For For Management 3.6 Elect Park Chul as Outside Director For For Management 3.7 Elect Lee Sang-Gyung as Outside For For Management Director 3.8 Elect Hirakawa Yuki as Outside Director For For Management 3.9 Elect Philippe Avril as Outside For For Management Director 4.1 Elect Kwon Tae-Eun as Member of Audit For For Management Committee 4.2 Elect Kim Suk-Won as Member of Audit For For Management Committee 4.3 Elect Lee Man-Woo as Member of Audit For For Management Committee 4.4 Elect Lee Sang-Gyung as Member of For For Management Audit Committee 5 Approve Total Remuneration of Inside For For Management Directors and Outside Directors -------------------------------------------------------------------------------- SHOPRITE HOLDINGS LTD Ticker: SHP Security ID: S76263102 Meeting Date: OCT 27, 2014 Meeting Type: Annual Record Date: OCT 17, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports for the Year Ended 30 June 2014 2 Reappoint PricewaterhouseCoopers Inc For For Management as Auditors of the Company with Anton Wentzel as the Individual Registered Auditor 3 Re-elect Dr Anna Mokgokong as Director For For Management 4 Re-elect JJ Fouche as Director For For Management 5 Re-elect Gerhard Rademeyer as Director For For Management 6 Re-elect Joseph Rock as Director For For Management 7 Elect Johannes Basson as Director For For Management 8 Re-elect Gerhard Rademeyer as For For Management Chairperson of the Audit and Risk Committee 9 Re-elect Jacobus Louw as Member of the For For Management Audit and Risk Committee 10 Re-elect JJ Fouche as Member of the For For Management Audit and Risk Committee 11 Elect Johannes Basson as Member of the For For Management Audit and Risk Committee 12 Elect Joseph Rock as Member of the For For Management Audit and Risk Committee 13 Place Authorised but Unissued Shares For For Management under Control of Directors 14 Authorise Board to Issue Shares for For For Management Cash up to a Maximum of Five Percent of Issued Share Capital 15 Authorise Board to Ratify and Execute For For Management Approved Resolutions 16 Approve Remuneration Policy For Against Management 17 Approve Redemption of Preference Shares For For Management 1 Approve Remuneration of Non-executive For For Management Directors 2 Approve Financial Assistance in Terms For For Management of Section 45 of the Companies Act 3 Approve Financial Assistance in Terms For For Management of Section 44 of the Companies Act 4 Authorise Repurchase of Up to Five For For Management Percent of Issued Share Capital 5 Authorise Specific Issue of Deferred For Against Management Shares to Thibault Square Financial Services (Proprietary) Limited 6 Amend Memorandum of Incorporation Re: For For Management Clause 9.3 7 Amend Memorandum of Incorporation Re: For For Management Clause 9.4 8 Amend Memorandum of Incorporation Re: For For Management Clause 9.5 9 Amend Memorandum of Incorporation Re: For For Management Clause 9.6 -------------------------------------------------------------------------------- SHRIRAM TRANSPORT FINANCE COMPANY LIMITED Ticker: 511218 Security ID: Y7758E119 Meeting Date: JUL 02, 2014 Meeting Type: Special Record Date: MAY 23, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Pledging of Assets for Debt For Against Management 2 Approve Sale, Assignment, and/or For Against Management Security of Receivables -------------------------------------------------------------------------------- SHRIRAM TRANSPORT FINANCE COMPANY LIMITED Ticker: 511218 Security ID: Y7758E119 Meeting Date: JUL 09, 2014 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Dividend of INR 7.00 Per For For Management Equity Share 3 Reelect A. Duggal as Director For Against Management 4 Approve S.R. Batliboi & Co. LLP and G. For For Management D. Apte & Co. as Auditors and Authorize Board to Fix Their Remuneration 5 Approve Vacancy on the Board Resulting For For Management from the Retirement of M.S. Verma 6 Elect S.M. Bafna as Independent For For Management Non-Executive Director 7 Elect P. Bhatia as Director For Against Management 8 Elect G.L. Van Heerde as Director For Against Management 9 Approve Increase in Borrowing Powers For For Management 10 Approve Issuance of Bonds, Debentures, For For Management and/or Other Debt Securities 11 Amend Articles of Association For For Management -------------------------------------------------------------------------------- SHRIRAM TRANSPORT FINANCE COMPANY LIMITED Ticker: 511218 Security ID: Y7758E119 Meeting Date: MAR 26, 2015 Meeting Type: Special Record Date: FEB 11, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect A. Chaudhry as Independent For For Management Non-Executive Director 2 Elect S. Lakshminarayanan as For For Management Independent Non-Executive Director 3 Elect K. Udeshi as Independent For For Management Non-Executive Director -------------------------------------------------------------------------------- SK HYNIX INC. Ticker: 000660 Security ID: Y8085F100 Meeting Date: MAR 20, 2015 Meeting Type: Annual Record Date: DEC 31, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Allocation of Income 2 Elect Park Sung-Wook as Inside Director For For Management 3.1 Elect Kim Doo-Gyung as Outside Director For For Management 3.2 Elect Park Young-Joon as Outside For For Management Director 3.3 Elect Kim Dae-Il as Outside Director For For Management 3.4 Elect Lee Chang-Yang as Outside For For Management Director 4.1 Elect Kim Doo-Gyung as Member of Audit For For Management Committee 4.2 Elect Kim Dae-Il as Member of Audit For For Management Committee 4.3 Elect Lee Chang-Yang as Member of For For Management Audit Committee 5 Approve Total Remuneration of Inside For For Management Directors and Outside Directors -------------------------------------------------------------------------------- SOUZA CRUZ S.A. Ticker: CRUZ3 Security ID: P8T37D137 Meeting Date: MAR 19, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports for Fiscal Year ended Dec 31, 2014 2 Approve Allocation of Income and For For Management Dividends 3 Approve Remuneration of Company's For For Management Management 4 Install Fiscal Council For For Management 5 Elect Fiscal Council Members and For For Management Approve their Remuneration -------------------------------------------------------------------------------- SOUZA CRUZ S.A. Ticker: CRUZ3 Security ID: P8T37D137 Meeting Date: MAR 19, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For Did Not Vote Management Statutory Reports for Fiscal Year ended Dec 31, 2014 2 Approve Allocation of Income and For Did Not Vote Management Dividends 3 Approve Remuneration of Company's For Did Not Vote Management Management 4 Install Fiscal Council For Did Not Vote Management 5 Elect Fiscal Council Members and For Did Not Vote Management Approve their Remuneration -------------------------------------------------------------------------------- SOUZA CRUZ S.A. Ticker: CRUZ3 Security ID: P8T37D137 Meeting Date: APR 09, 2015 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Discuss New Valuation Report for None For Shareholder Tender Offer 2 Appoint Banco de Investimentos Credit None For Shareholder Suisse (Brasil) S.A. to Prepare New Valuation Report 3 Discuss Fees for New Valuation Report None For Shareholder 4 Discuss Timeline for New Valuation None For Shareholder Report -------------------------------------------------------------------------------- SOUZA CRUZ S.A. Ticker: CRUZ3 Security ID: P8T37D137 Meeting Date: APR 09, 2015 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Discuss New Valuation Report for None Did Not Vote Shareholder Tender Offer 2 Appoint Banco de Investimentos Credit None Did Not Vote Shareholder Suisse (Brasil) S.A. to Prepare New Valuation Report 3 Discuss Fees for New Valuation Report None Did Not Vote Shareholder 4 Discuss Timeline for New Valuation None Did Not Vote Shareholder Report -------------------------------------------------------------------------------- STANDARD BANK GROUP LTD Ticker: SBK Security ID: S80605140 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: MAY 22, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports for the Year Ended 31 December 2014 2.1 Re-elect Richard Dunne as Director For For Management 2.2 Re-elect Thulani Gcabashe as Director For For Management 2.3 Elect Shu Gu as Director For For Management 2.4 Re-elect Kgomotso Moroka as Director For For Management 2.5 Elect Atedo Peterside as Director For For Management 3.1 Reappoint KPMG Inc as Auditors of the For For Management Company 3.2 Reappoint PricewaterhouseCoopers Inc For For Management as Auditors of the Company 4 Place Authorised but Unissued Ordinary For For Management Shares under Control of Directors 5 Place Authorised but Unissued For For Management Non-redeemable Preference Shares under Control of Directors 6 Approve Remuneration Policy For For Management 7.1 Approve Fees of Chairman For For Management 7.2 Approve Fees of Director For For Management 7.3 Approve Fees of International Director For For Management 7.4.1 Approve Fees of Directors' Affairs For For Management Committee Chairman 7.4.2 Approve Fees of Directors' Affairs For For Management Committee Member 7.5.1 Approve Fees of Risk and Capital For For Management Management Committee Chairman 7.5.2 Approve Fees of Risk and Capital For For Management Management Committee Member 7.6.1 Approve Fees of Remuneration Committee For For Management Chairman 7.6.2 Approve Fees of Remuneration Committee For For Management Member 7.7.1 Approve Fees of Social and Ethics For For Management Committee Chairman 7.7.2 Approve Fees of Social and Ethics For For Management Committee Member 7.8.1 Approve Fees of Audit Committee For For Management Chairman 7.8.2 Approve Fees of Audit Committee Member For For Management 7.9.1 Approve Fees of IT Committee Chairman For For Management 7.9.2 Approve Fees of IT Committee Member For For Management 7.10 Approve Ad hoc Meeting Attendance Fees For For Management 8 Authorise Repurchase of Issued For For Management Ordinary Share Capital 9 Authorise Repurchase of Issued For For Management Preference Share Capital 10 Approve Financial Assistance to For For Management Related or Inter-related Companies -------------------------------------------------------------------------------- STANDARD BANK GROUP LTD Ticker: SBK Security ID: S80605140 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: MAY 22, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports for the Year Ended 31 December 2014 2.1 Re-elect Richard Dunne as Director For For Management 2.2 Re-elect Thulani Gcabashe as Director For For Management 2.3 Elect Shu Gu as Director For For Management 2.4 Re-elect Kgomotso Moroka as Director For For Management 2.5 Elect Atedo Peterside as Director For For Management 3.1 Reappoint KPMG Inc as Auditors of the For For Management Company 3.2 Reappoint PricewaterhouseCoopers Inc For For Management as Auditors of the Company 4 Place Authorised but Unissued Ordinary For For Management Shares under Control of Directors 5 Place Authorised but Unissued For For Management Non-redeemable Preference Shares under Control of Directors 6 Approve Remuneration Policy For For Management 7.1 Approve Fees of Chairman For For Management 7.2 Approve Fees of Director For For Management 7.3 Approve Fees of International Director For For Management 7.4.1 Approve Fees of Directors' Affairs For For Management Committee Chairman 7.4.2 Approve Fees of Directors' Affairs For For Management Committee Member 7.5.1 Approve Fees of Risk and Capital For For Management Management Committee Chairman 7.5.2 Approve Fees of Risk and Capital For For Management Management Committee Member 7.6.1 Approve Fees of Remuneration Committee For For Management Chairman 7.6.2 Approve Fees of Remuneration Committee For For Management Member 7.7.1 Approve Fees of Social and Ethics For For Management Committee Chairman 7.7.2 Approve Fees of Social and Ethics For For Management Committee Member 7.8.1 Approve Fees of Audit Committee For For Management Chairman 7.8.2 Approve Fees of Audit Committee Member For For Management 7.9.1 Approve Fees of IT Committee Chairman For For Management 7.9.2 Approve Fees of IT Committee Member For For Management 7.10 Approve Ad hoc Meeting Attendance Fees For For Management 8 Authorise Repurchase of Issued For For Management Ordinary Share Capital 9 Authorise Repurchase of Issued For For Management Preference Share Capital 10 Approve Financial Assistance to For For Management Related or Inter-related Companies -------------------------------------------------------------------------------- SUN PHARMACEUTICAL INDUSTRIES LTD. Ticker: 524715 Security ID: Y8523Y158 Meeting Date: AUG 22, 2014 Meeting Type: Court Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Scheme of Arrangement For For Management -------------------------------------------------------------------------------- SUN PHARMACEUTICAL INDUSTRIES LTD. Ticker: 524715 Security ID: Y8523Y158 Meeting Date: SEP 27, 2014 Meeting Type: Annual Record Date: AUG 22, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Dividend of INR 1.50 Per Share For For Management 3 Reelect I. Makov as Director For For Management 4 Approve Deloitte Haskins & Sells LLP For For Management as Auditors and Authorize Board to Fix Their Remuneration 5 Elect R. Sethi as Independent For For Management Non-Executive Director 6 Elect S.M. Dadha as Independent For For Management Non-Executive Director 7 Elect K. Mistry as Independent For For Management Non-Executive Director 8 Elect A. Dani as Independent For For Management Non-Executive Director 9 Elect H. Shah as Independent For For Management Non-Executive Director 10 Approve Loans, Guarantees, Securities, For Against Management and/or Loans in Other Bodies Corporate 11 Approve Increase in Borrowing Powers For For Management and Pledging of Assets for Debt 12 Approve Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights 13 Approve Charitable Donations For Against Management 14 Approve Kailash Sankhlecha & For For Management Associates as Cost Auditors and Authorize Board to Fix Their Remuneration 15 Approve Remuneration of D.S. Shanghvi, For For Management Managing Director 16 Approve Remuneration of S.V. Valia, For For Management Executive Director 17 Approve Remuneration of S.T. Desai, For For Management Executive Director 18 Approve Commission Remuneration for For For Management Non-Executive Directors for the Financial Year 2013-2014 19 Approve Commission Remuneration for For For Management Non-Executive Directors from the Financial Year Ending March 31, 2015 20 Approve Appointment and Remuneration For For Management of A.D. Shanghvi as Senior General Manager - International Business -------------------------------------------------------------------------------- SUN PHARMACEUTICAL INDUSTRIES LTD. Ticker: 524715 Security ID: Y8523Y158 Meeting Date: JUN 03, 2015 Meeting Type: Court Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Scheme of Amalgamation For For Management -------------------------------------------------------------------------------- TAIWAN SEMICONDUCTOR MANUFACTURING CO., LTD. Ticker: 2330 Security ID: 874039100 Meeting Date: JUN 09, 2015 Meeting Type: Annual Record Date: APR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve 2014 Business Operations For For Management Report and Financial Statements 2 Approve Plan on 2014 Profit For For Management Distribution 3.1 Elect Morris Chang with Shareholder No. For For Management 4515 as Non-independent Director 3.2 Elect F.C. Tseng with Shareholder No. For For Management 104 as Non-independent Director 3.3 Elect Johnsee Lee, a Representative of For For Management National Development Fund, Executive Yuan, with Shareholder No. 1 as Non-independent Director 3.4 Elect Peter Leahy Bonfield as For For Management Independent Director 3.5 Elect Stan Shih with Shareholder No. For For Management 534770 as Independent Director 3.6 Elect Thomas J. Engibous as For For Management Independent Director 3.7 Elect Kok-Choo Chen as Independent For For Management Director 3.8 Elect Michael R. Splinter as For For Management Independent Director -------------------------------------------------------------------------------- TAIWAN SEMICONDUCTOR MANUFACTURING CO., LTD. Ticker: 2330 Security ID: Y84629107 Meeting Date: JUN 09, 2015 Meeting Type: Annual Record Date: APR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve 2014 Business Operations For For Management Report and Financial Statements 2 Approve Plan on 2014 Profit For For Management Distribution 3.1 Elect Morris Chang with Shareholder No. For For Management 4515 as Non-independent Director 3.2 Elect F.C. Tseng with Shareholder No. For For Management 104 as Non-independent Director 3.3 Elect Johnsee Lee, a Representative of For For Management National Development Fund, Executive Yuan, with Shareholder No. 1 as Non-independent Director 3.4 Elect Peter Leahy Bonfield as For For Management Independent Director 3.5 Elect Stan Shih with Shareholder No. For For Management 534770 as Independent Director 3.6 Elect Thomas J. Engibous as For For Management Independent Director 3.7 Elect Kok-Choo Chen as Independent For For Management Director 3.8 Elect Michael R. Splinter as For For Management Independent Director -------------------------------------------------------------------------------- TAIWAN SEMICONDUCTOR MANUFACTURING CO., LTD. Ticker: 2330 Security ID: Y84629107 Meeting Date: JUN 09, 2015 Meeting Type: Annual Record Date: APR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve 2014 Business Operations For For Management Report and Financial Statements 2 Approve Plan on 2014 Profit For For Management Distribution 3.1 Elect Morris Chang with Shareholder No. For For Management 4515 as Non-independent Director 3.2 Elect F.C. Tseng with Shareholder No. For For Management 104 as Non-independent Director 3.3 Elect Johnsee Lee, a Representative of For For Management National Development Fund, Executive Yuan, with Shareholder No. 1 as Non-independent Director 3.4 Elect Peter Leahy Bonfield as For For Management Independent Director 3.5 Elect Stan Shih with Shareholder No. For For Management 534770 as Independent Director 3.6 Elect Thomas J. Engibous as For For Management Independent Director 3.7 Elect Kok-Choo Chen as Independent For For Management Director 3.8 Elect Michael R. Splinter as For For Management Independent Director 4 Transact Other Business (Non-Voting) None None Management -------------------------------------------------------------------------------- TAIWAN SEMICONDUCTOR MANUFACTURING CO., LTD. Ticker: 2330 Security ID: 874039100 Meeting Date: JUN 09, 2015 Meeting Type: Annual Record Date: APR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve 2014 Business Operations For For Management Report and Financial Statements 2 Approve Plan on 2014 Profit For For Management Distribution 3.1 Elect Morris Chang with Shareholder No. For For Management 4515 as Non-independent Director 3.2 Elect F.C. Tseng with Shareholder No. For For Management 104 as Non-independent Director 3.3 Elect Johnsee Lee, a Representative of For For Management National Development Fund, Executive Yuan, with Shareholder No. 1 as Non-independent Director 3.4 Elect Peter Leahy Bonfield as For For Management Independent Director 3.5 Elect Stan Shih with Shareholder No. For For Management 534770 as Independent Director 3.6 Elect Thomas J. Engibous as For For Management Independent Director 3.7 Elect Kok-Choo Chen as Independent For For Management Director 3.8 Elect Michael R. Splinter as For For Management Independent Director 4 Transact Other Business (Non-Voting) None None Management -------------------------------------------------------------------------------- TATA CONSULTANCY SERVICES LTD. Ticker: 532540 Security ID: Y85279100 Meeting Date: APR 28, 2015 Meeting Type: Court Record Date: APR 21, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Scheme of Amalgamation For For Management -------------------------------------------------------------------------------- TATA CONSULTANCY SERVICES LTD. Ticker: 532540 Security ID: Y85279100 Meeting Date: JUN 30, 2015 Meeting Type: Annual Record Date: JUN 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Confirm Interim Dividend and Approve For For Management Final Dividend 3 Elect C. Mistry as Director For For Management 4 Approve Deloitte Haskins & Sells LLP For For Management as Auditors and Authorize Board to Fix Their Remuneration 5 Approve Appointment and Remuneration For Against Management of N. Chandrasekaran as CEO and Managing Director 6 Elect A. Subramanian as Director For For Management 7 Approve Appointment and Remuneration For Against Management of A. Subramanian as Executive Director 8 Approve Branch Auditors and Authorize For For Management Board to Fix Their Remuneration -------------------------------------------------------------------------------- TATA MOTORS LTD. Ticker: 500570 Security ID: 876568502 Meeting Date: JUL 31, 2014 Meeting Type: Annual Record Date: JUN 23, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Dividends of INR 2.00 Per For For Management Ordinary Share and INR 2.10 Per 'A' Ordinary Share 3 Reelect R. Speth as Director For For Management 4 Approve Deloitte Haskins & Sells LLP For For Management as Auditors and Authorize Board to Fix Their Remuneration 5 Elect N. Wadia as Independent For For Management Non-Executive Director 6 Elect R. Mashelkar as Independent For For Management Non-Executive Director 7 Elect N. Munjee as Independent For Against Management Non-Executive Director 8 Elect S. Bhargava as Independent For Against Management Non-Executive Director 9 Elect V. Jairath as Independent For For Management Non-Executive Director 10 Elect F. Nayar as Independent For For Management Non-Executive Director 11 Approve Remuneration of Cost Auditors For For Management 12 Approve Invitation and Acceptance of For Against Management Fixed Deposits from Public and Members -------------------------------------------------------------------------------- TATA MOTORS LTD. Ticker: 500570 Security ID: 876568502 Meeting Date: JAN 19, 2015 Meeting Type: Special Record Date: DEC 15, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Revision in the Minimum For For Management Remuneration of R. Pisharody, Executive Director (Commercial Vehicles) Due to Inadequacy of Profits for Financial Year Ended March 31, 2014 2 Approve Revision in Minimum For For Management Remuneration of S. Borwankar, Executive Director (Quality) Due to Inadequacy of Profits for Financial Year Ended March 31, 2014 3 Approve Revision in Minimum For For Management Remuneration of K. Slym, Managing Director Due to Inadequacy of Profits for Financial Year Ended March 31, 2014 4 Approve Minimum Remuneration of R. For Against Management Pisharody, Executive Director (Commercial Vehicles) in Case of Inadequacy of Profits for Financial Year 2014-2015 and Financial Year 2015-2016 5 Approve Minimum Remuneration of S. For Against Management Borwankar, Executive Director (Quality) in Case of Inadequacy of Profits for Financial Year 2014-2015 and Financial Year 2015-2016 -------------------------------------------------------------------------------- TATA MOTORS LTD. Ticker: 500570 Security ID: 876568502 Meeting Date: FEB 27, 2015 Meeting Type: Special Record Date: FEB 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Rights Issue of Ordinary and For For Management 'A' Ordinary Shares -------------------------------------------------------------------------------- TAV HAVALIMANLARI HOLDING AS Ticker: TAVHL Security ID: M8782T109 Meeting Date: MAR 30, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting and Elect Presiding For For Management Council of Meeting 2 Accept Board Report For For Management 3 Accept Audit Report For For Management 4 Accept Financial Statements For For Management 5 Approve Discharge of Board For For Management 6 Approve Dividends For For Management 7 Approve Director Remuneration For Against Management 8 Elect Directors For For Management 9 Ratify External Auditors For For Management 10 Amend Company Articles For For Management 11 Approve Remuneration Policy For For Management 12 Receive Information on Charitable For Against Management Donations for 2014 and Approve Upper Limit of the Donations for 2015 15 Grant Permission for Board Members to For For Management Engage in Commercial Transactions with Company and Be Involved with Companies with Similar Corporate Purpose -------------------------------------------------------------------------------- TECHTRONIC INDUSTRIES CO., LTD. Ticker: 00669 Security ID: Y8563B159 Meeting Date: MAY 22, 2015 Meeting Type: Annual Record Date: MAY 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3a Elect Frank Chi Chung Chan as Director For Against Management 3b Elect Stephan Horst Pudwill as Director For Against Management 3c Elect Vincent Ting Kau Cheung as For Against Management Director 3d Authorize Board to Fix Remuneration of For For Management Directors 4 Approve Deloitte Touche Tohmatsu as For For Management Auditors and Authorize Board to Fix Their Remuneration 5 Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights 6 Authorize Repurchase of Issued Share For For Management Capital 7 Authorize Reissuance of Repurchased For Against Management Shares 8 Adopt New Articles of Association For For Management -------------------------------------------------------------------------------- TENCENT HOLDINGS LTD. Ticker: 00700 Security ID: G87572163 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: MAY 08, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3.1a Elect Li Dong Sheng as Director For Against Management 3.1b Elect Iain Ferguson Bruce as Director For Against Management 3.2 Authorize Board to Fix Remuneration of For For Management Directors 4 Approve Auditor and Authorize Board to For Against Management Fix Their Remuneration 5 Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights 6 Authorize Repurchase of Issued Share For For Management Capital 7 Authorize Reissuance of Repurchased For Against Management Shares -------------------------------------------------------------------------------- THAI BEVERAGE PCL Ticker: Y92 Security ID: Y8588A103 Meeting Date: APR 22, 2015 Meeting Type: Annual Record Date: APR 01, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Minutes of Previous Meeting For For Management 2 Acknowledge Business Operation for None None Management 2014 and the Report of the Board of Directors 3 Approve Financial Statements and For For Management Auditors' Reports 4 Approve Dividend Payment and For For Management Appropriation 5a1 Elect Charoen Sirivadhanabhakdi as For For Management Director 5a2 Elect Khunying Wanna Sirivadhanabhakdi For Against Management as Director 5a3 Elect Komen Tantiwiwatthanaphan as For For Management Director 5a4 Elect Prasit Kovilaikool as Director For For Management 5a5 Elect Kanung Luchai as Director For For Management 5a6 Elect Ng Tat Pun as Director For For Management 5a7 Elect Panote Sirivadhanabhakdi as For Against Management Director 5b Approve Names and Number of Directors For For Management Who Have Signing Authority 6 Approve Remuneration of Directors For For Management 7 Approve Auditors and Authorize Board For For Management to Fix Their Remuneration 8 Approve D&O Insurance for Directors For For Management and Executives 9 Approve Mandate for Interested Person For For Management Transactions 10 Other Business (Voting) For Against Management -------------------------------------------------------------------------------- THE BIDVEST GROUP LTD Ticker: BVT Security ID: S1201R162 Meeting Date: NOV 24, 2014 Meeting Type: Annual Record Date: NOV 14, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Reappoint Deloitte & Touche as For For Management Auditors of the Company and Appoint Mark Holme as the Individual Registered Auditor 2.1 Elect Mpumi Madisa as Director For For Management 2.2 Elect Nolwandle Mantashe as Director For For Management 2.3 Elect Bongi Masinga as Director For For Management 2.4 Re-elect Douglas Band as Director For For Management 2.5 Re-elect David Cleasby as Director For For Management 2.6 Re-elect Anthony Dawe as Director For For Management 2.7 Re-elect Donald Masson as Director For For Management 2.8 Re-elect Lindsay Ralphs as Director For For Management 2.9 Re-elect Tania Slabbert as Director For For Management 3.1 Re-elect Paul Baloyi as Member of the For For Management Audit Committee 3.2 Re-elect Eric Diack as Member of the For For Management Audit Committee 3.3 Elect Bongi Masinga as Member of the For For Management Audit Committee 3.4 Re-elect Nigel Payne as Chairman of For For Management the Audit Committee 4.1 Adopt Part 1 - Policy on Base Package For For Management and Benefits 4.2 Adopt Part 1 - Policy on Short-term For For Management Incentives 4.3 Adopt Part 1 - Policy on Long-term For Against Management Incentives 5 Place Authorised but Unissued Shares For For Management under Control of Directors 6 Authorise Board to Issue Shares for For For Management Cash up to 30,000,000 Ordinary Shares 7 Approve Cash Distribution to For For Management Shareholders by Way of Reduction of Share Capital or Share Premium 8 Authorise Creation and Issue of For For Management Convertible Debentures or Other Convertible Instruments 9 Authorise Board to Ratify and Execute For For Management Approved Resolutions 1 Authorise Repurchase of Up to 20 For For Management Percent of Issued Share Capital 2 Approve Remuneration of Non-executive For For Management Directors 3 Approve Financial Assistance to For For Management Related and Inter-related Companies and Corporations -------------------------------------------------------------------------------- THE LINK REAL ESTATE INVESTMENT TRUST Ticker: 00823 Security ID: Y5281M111 Meeting Date: JUL 23, 2014 Meeting Type: Annual Record Date: JUL 18, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Note the Financial Statements and None None Management Statutory Reports 2 Note the Appointment of Auditor of The None None Management Link REIT and the Fixing of Their Remuneration 3a Elect William Chan Chak Cheung as For For Management Director 3b Elect David Charles Watt as Director For For Management 4 Elect Eva Cheng Li Kam Fun as Director For For Management 5 Authorize Repurchase of Up to 10 For For Management Percent of Issued Units -------------------------------------------------------------------------------- THE LINK REAL ESTATE INVESTMENT TRUST Ticker: 00823 Security ID: Y5281M111 Meeting Date: JAN 15, 2015 Meeting Type: Special Record Date: JAN 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Expansion of Investment For For Management Strategy -------------------------------------------------------------------------------- THE SIAM CEMENT PUBLIC CO. LTD. Ticker: SCC Security ID: Y7866P147 Meeting Date: MAR 25, 2015 Meeting Type: Annual Record Date: FEB 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Minutes of Previous Meeting For For Management 2 Acknowledge Annual Report for Year 2014 For For Management 3 Accept Financial Statements For For Management 4 Approve Allocation of Income For For Management 5.1 Elect Panas Simasathien as Director For For Management 5.2 Elect Arsa Sarasin as Director For For Management 5.3 Elect Chumpol NaLamlieng as Director For For Management 5.4 Elect Roongrote Rangsiyopash as For For Management Director 6 Approve KPMG Phoomchai Audit Ltd. as For For Management Auditors and Authorize Board to Fix Their Remuneration 7 Approve Remuneration of Directors and For For Management Sub-Committee Members 8 Approve Increase in the Limit of For For Management Issuance of Debenture -------------------------------------------------------------------------------- TIGER BRANDS LTD Ticker: TBS Security ID: S84594142 Meeting Date: FEB 09, 2015 Meeting Type: Annual Record Date: JAN 30, 2015 # Proposal Mgt Rec Vote Cast Sponsor 2.2.1 Re-elect Bheki Sibiya as Director For For Management 2.2.2 Re-elect Richard Dunne as Director For For Management 2.2.3 Re-elect Peter Matlare as Director For For Management 2.2.4 Re-elect Funke Ighodaro as Director For For Management 2.3 Approve Remuneration Policy For For Management 2.4.1 Re-elect Richard Dunne as Member of For For Management Audit Committee 2.4.2 Re-elect Khotso Mokhele as Member of For For Management Audit Committee 2.4.3 Re-elect Rob Nisbet as Member of Audit For For Management Committee 2.5 Reappoint Ernst & Young Inc as For For Management Auditors of the Company 2.6 Authorise Board to Ratify and Execute For For Management Approved Resolutions 3.1 Approve Financial Assistance to For For Management Related and Inter-related Parties 3.2 Approve Remuneration of Non-executive For For Management Directors, including the Chairman and Deputy Chairman Effective from 1 March 2015 3.3 Approve Remuneration of Non-executive For For Management Directors who Participate in Subcommittees of the Board Effective from 1 March 2015 3.4 Approve Increase of Fees Payable to For For Management Non-Executive Directors who Attend Unscheduled Meetings of the Board and who Undertake Additional Work 3.5 Authorise Repurchase of Issued Share For For Management Capital -------------------------------------------------------------------------------- TMK OAO Ticker: TRMK Security ID: 87260R201 Meeting Date: DEC 25, 2014 Meeting Type: Special Record Date: NOV 12, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Related-Party Transaction with For Against Management OAO Nordea Bank Re: Supplementary Agreement to Guarantee Agreement 2 Approve Interim Dividends for First For For Management Six Months of Fiscal 2014 3 Approve Framework Agreement with For Against Management Member of Board of Directors -------------------------------------------------------------------------------- TMK OAO Ticker: TRMK Security ID: 87260R201 Meeting Date: MAR 02, 2015 Meeting Type: Special Record Date: FEB 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Related-Party Transaction(s) For For Management Re: Supply Contract(s) with OJSC Sinarsky Pipe Plant 2 Approve Related-Party Transaction(s) For For Management Re: Supply Contract(s) with PJSC Seversky Tube Works 3 Approve Related-Party Transaction(s) For For Management Re: Supply Contract(s) with OJSC Taganrog Metallurgical Works 4 Approve Related-Party Transaction(s) For For Management Re: Supply Contract(s) with OJSC Volzhsk Pipe Plant 5 Approve Related-Party Transaction Re: For For Management Guarantee Agreement with Bank VTB -------------------------------------------------------------------------------- TMK OAO Ticker: TRMK Security ID: 87260R201 Meeting Date: JUN 23, 2015 Meeting Type: Annual Record Date: MAY 07, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Annual Report and Financial For For Management Statements 2 Approve Allocation of Income and For For Management Omission of Dividends 3.1 Elect Mikhail Alekseev as Director None For Management 3.2 Elect Elena Blagova as Director None Against Management 3.3 Elect Andrey Kaplunov as Director None Against Management 3.4 Elect Peter O`Brien as Director None For Management 3.5 Elect Sergey Papin as Director None Against Management 3.6 Elect Dmitry Pumpyansky as Director None Against Management 3.7 Elect Robert Foresman as Director None For Management 3.8 Elect Igor Khmelevsky as Director None Against Management 3.9 Elect Anatoly Chubays as Director None Against Management 3.10 Elect Aleksandr Shiryayev as Director None Against Management 3.11 Elect Aleksandr Shokhin as Director None Against Management 3.12 Elect Oleg Shchegolev as Director None For Management 4.1 Elect Aleksandr Maksimenko as Member For For Management of Audit Commission 4.2 Elect Aleksandr Vorobyev as Member of For For Management Audit Commission 4.3 Elect Nina Pozdnyakova as Member of For For Management Audit Commission 5 Ratify Ernst&Young as Auditor For For Management 6 Approve New Edition of Charter For For Management 7 Approve New Edition of Regulations on For Against Management General Meetings 8 Approve New Edition of Regulations on For Against Management Board of Directors 9 Approve New Edition of Regulations on For Against Management Management 10 Approve New Edition of Regulations on For Against Management Audit Commission 11.1 Approve Related-Party Transactions Re: For For Management Loan Agreements 11.2 Approve Related-Party Transactions Re: For For Management Loan Agreements 11.3 Approve Related-Party Transactions For For Management with OJSC Sinarsky Pipe Plant Re: Supply Agreements 11.4 Approve Related-Party Transactions For For Management with OJSC Seversky Pipe Plant Re: Supply Agreements 11.5 Approve Related-Party Transactions For For Management with OJSC Taganrog Metallurgical Works Re: Supply Agreements 11.6 Approve Related-Party Transactions For For Management with OJSC Volzhsky Pipe Plant Re: Supply Agreements 11.7 Approve Related-Party Transactions For For Management with JSC Nordea Bank Re: Supplementary Agreement to Surety Agreement 11.8 Approve Related-Party Transactions For For Management with JSC Sberbank of Russia Re: Supplementary Agreement to Surety Agreement 11.9 Approve Related-Party Transactions For For Management with JSC Sberbank of Russia Re: Supplementary Agreement to Surety Agreement 11.10 Approve Related-Party Transactions For For Management with JSC Sberbank of Russia Re: Supplementary Agreement to Surety Agreement 11.11 Approve Related-Party Transactions For For Management with JSC Sberbank of Russia Re: Supplementary Agreement to Surety Agreement 11.12 Approve Related-Party Transactions For For Management with JSC Sberbank of Russia Re: Supplementary Agreement to Surety Agreement 11.13 Approve Related-Party Transactions For For Management with JSC Sberbank of Russia Re: Supplementary Agreement to Surety Agreement 11.14 Approve Related-Party Transactions For For Management with JSC Sberbank of Russia Re: Supplementary Agreement to Surety Agreement 11.15 Approve Related-Party Transactions For For Management with JSC Alfa-Bank of Russia Re: Surety Agreement 11.16 Approve Related-Party Transactions For For Management with JSC Alfa-Bank of Russia Re: Surety Agreement 11.17 Approve Related-Party Transactions For For Management with JSC Alfa-Bank of Russia Re: Surety Agreement 11.18 Approve Related-Party Transactions For For Management with JSC Alfa-Bank of Russia Re: Surety Agreement -------------------------------------------------------------------------------- TSINGTAO BREWERY CO., LTD. Ticker: 600600 Security ID: Y8997D102 Meeting Date: JUN 16, 2015 Meeting Type: Annual Record Date: MAY 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve 2014 Work Report of the Board For For Management of Directors 2 Approve 2014 Work Report of the Board For For Management of Supervisors 3 Approve 2014 Financial Statements For For Management 4 Approve 2014 Profit Distribution Plan For For Management 5 Approve PricewaterhouseCoopers Zhong For For Management Tian LLP as Auditor and Authorize Board to Fix Their Remuneration 6 Approve PricewaterhouseCoopers Zhong For For Management Tian LLP as Internal Control Auditor and Authorize Board to Fix Their Remuneration -------------------------------------------------------------------------------- TURKCELL ILETISIM HIZMETLERI AS Ticker: TCELL Security ID: M8903B102 Meeting Date: MAR 26, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting and Elect Presiding For For Management Council of Meeting 2 Authorize Presiding Council to Sign For For Management Minutes of Meeting 3 Accept Board Report for 2010 For For Management 4 Accept Statutory Auditor Report for For For Management 2010 5 Accept External Auditor Report for 2010 For For Management 6 Accept Financial Statements for 2010 For For Management 7 Approve Dividends for 2010 For For Management 8 Approve Discharge of Colin J. Williams For For Management for 2010 9 Approve Discharge of Auditors for 2010 For For Management 10 Accept Board Report for 2011 For For Management 11 Accept Statutory Auditor Report for For For Management 2011 12 Accept External Auditor Report for 2011 For For Management 13 Accept Financial Statements for 2011 For For Management 14 Approve Dividends for 2011 For For Management 15 Approve Discharge of Board for 2011 For For Management 16 Approve Discharge of Auditors for 2011 For For Management 17 Accept Board Report for 2012 For For Management 18 Accept Statutory Audit Report for 2012 For For Management 19 Ratify External Auditors for 2012 For For Management 20 Accept External Audit Report for 2012 For For Management 21 Accept Financial Statements for 2012 For For Management 22 Approve Dividends for 2012 For For Management 23 Ratify Director Appointments Occured For For Management in 2012 24 Approve Discharge of Board for 2012 For For Management 25 Approve Discharge of Auditors for 2012 For For Management 26 Accept Board Report for 2013 For For Management 27 Accept Audit Report for 2013 For For Management 28 Accept Financial Statements for 2013 For For Management 29 Approve Dividends for 2013 For For Management 30 Approve Discharge of Board for 2013 For For Management 31 Accept Board Report for 2014 For For Management 32 Ratify External Auditors for 2014 For For Management 33 Accept Audit Report for 2014 For For Management 34 Accept Financial Statements for 2014 For For Management 35 Approve Dividends for 2014 For For Management 36 Approve Discharge of Board for 2014 For For Management 37 Approve Charitable Donations for 2013 For For Management and 2014; Approve Upper Limit of Donations for 2015 38 Amend Company Articles For For Management 39 Elect Directors and Determine Terms of For Against Management Office 40 Approve Director Remuneration For For Management 41 Ratify External Auditors for 2015 For For Management 42 Approve Working Principles of the For For Management General Assembly 43 Grant Permission for Board Members to For For Management Engage in Commercial Transactions with Company and Be Involved with Companies with Similar Corporate Purpose 44 Approve Dividend Policy For For Management -------------------------------------------------------------------------------- TURKIYE IS BANKASI AS Ticker: ISCTR Security ID: M8933F115 Meeting Date: MAR 31, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting and Elect Presiding For For Management Council of Meeting 2 Accept Statutory Reports For For Management 3 Accept Financial Statements For For Management 4 Approve Discharge of Board For For Management 5 Approve Allocation of Income For For Management 6 Ratify Director Appointment For For Management 7 Approve Director Remuneration For For Management 8 Ratify External Auditors For For Management 9 Grant Permission for Board Members to For For Management Engage in Commercial Transactions with Company and Be Involved with Companies with Similar Corporate Purpose 12 Amend Company Articles For For Management -------------------------------------------------------------------------------- ULTRAPAR PARTICIPACOES S.A. Ticker: UGPA3 Security ID: P94396127 Meeting Date: APR 15, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For Did Not Vote Management Statutory Reports for Fiscal Year Ended Dec. 31, 2014 2 Approve Allocation of Income and For Did Not Vote Management Dividends 3.1 Elect Directors For Did Not Vote Management 3.2 Elect a Member of the Board of None Did Not Vote Shareholder Directors to be Appointed by Holders of Common Shares in a Separate Election 4 Approve Remuneration of Company's For Did Not Vote Management Management 5.1 Elect Fiscal Council Members For Did Not Vote Management 5.2 Elect Fiscal Council Member(s) None Did Not Vote Shareholder Nominated by Holders of Common Shares in a Separate Election 5.3 Approve Remuneration of Fiscal Council For Did Not Vote Management Members -------------------------------------------------------------------------------- UNITED SPIRITS LIMITED Ticker: 532432 Security ID: Y92311102 Meeting Date: JUL 02, 2014 Meeting Type: Special Record Date: MAY 22, 2014 # Proposal Mgt Rec Vote Cast Sponsor - Postal Ballot None None Management 1 Approve Sale and Transfer by United For For Management Spirits (Great Britain) Ltd., an Indirect Wholly-Owned Subsidiary of the Company, of Whyte and Mackay Group Ltd. to Emperador UK Ltd. for an Enterprise Value of GBP 430 Million -------------------------------------------------------------------------------- VALE S.A. Ticker: VALE5 Security ID: 91912E105 Meeting Date: DEC 23, 2014 Meeting Type: Special Record Date: NOV 28, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Agreement to Absorb Sociedade For For Management de Mineracao Constelacao de Apolo S.A. (Apolo) and Vale Mina do Auzl S.A. (VMA) 2 Appoint KPMG Auditores Independentes For For Management as the Independent Firm to Appraise Proposed Transaction 3 Approve Independent Firm's Appraisal For For Management 4 Approve Absorption of Sociedade de For For Management Mineracao Constelacao de Apolo S.A. (Apolo) and Vale Mina do Auzl S.A. (VMA) 5 Elect Directors For For Management -------------------------------------------------------------------------------- VALE S.A. Ticker: VALE5 Security ID: 91912E105 Meeting Date: DEC 23, 2014 Meeting Type: Special Record Date: NOV 28, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Agreement to Absorb Sociedade For For Management de Mineracao Constelacao de Apolo S.A. (Apolo) and Vale Mina do Auzl S.A. (VMA) 2 Appoint KPMG Auditores Independentes For For Management as the Independent Firm to Appraise Proposed Transaction 3 Approve Independent Firm's Appraisal For For Management 4 Approve Absorption of Sociedade de For For Management Mineracao Constelacao de Apolo S.A. (Apolo) and Vale Mina do Auzl S.A. (VMA) 5 Elect Directors For For Management -------------------------------------------------------------------------------- VALE S.A. Ticker: VALE5 Security ID: 91912E105 Meeting Date: MAY 13, 2015 Meeting Type: Annual/Special Record Date: APR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Accept Financial Statements and For For Management Statutory Reports for Fiscal Year Ended Dec. 31, 2014 1.2 Approve Allocation of Income and For For Management Dividends 1.3 Elect Directors For For Management 1.4 Elect Fiscal Council Members For For Management 1.5 Approve Remuneration of Company's For Withhold Management Management and Fiscal Council Members 2.1 Amend Bylaws For For Management -------------------------------------------------------------------------------- VALE S.A. Ticker: VALE5 Security ID: 91912E105 Meeting Date: MAY 13, 2015 Meeting Type: Annual/Special Record Date: APR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Accept Financial Statements and For For Management Statutory Reports for Fiscal Year Ended Dec. 31, 2014 1.2 Approve Allocation of Income and For For Management Dividends 1.3 Elect Directors For For Management 1.4 Elect Fiscal Council Members For For Management 1.5 Approve Remuneration of Company's For Withhold Management Management and Fiscal Council Members 2.1 Amend Bylaws For For Management -------------------------------------------------------------------------------- VIA VAREJO SA Ticker: VVAR3 Security ID: P9783A153 Meeting Date: AUG 14, 2014 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Fiscal Council Member For For Management 2 Approve Fiscal Council Internal For For Management Regulations -------------------------------------------------------------------------------- VIA VAREJO SA Ticker: VVAR3 Security ID: P9783A153 Meeting Date: AUG 14, 2014 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Fiscal Council Member For For Management 2 Approve Fiscal Council Internal For For Management Regulations -------------------------------------------------------------------------------- VIA VAREJO SA Ticker: VVAR3 Security ID: P9783A153 Meeting Date: DEC 29, 2014 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Agreement to Absorb For For Management Subsidiaries 1.1 Ratify Agreement to Absorb Rio For For Management Expresso Comercio Atacadista de Eletrodomesticos Ltda. and Ponto Frio Administracao e Importacao de Bens Ltda. 1.2 Appoint Magalhaes Andrade S/S For For Management Auditores Independentes as the Independent Firm to Appraise Proposed Transaction 1.3 Approve Independent Firm's Appraisal For For Management 1.4 Approve Absorption of Subsidiaries For For Management 2 Amend Articles For For Management 2.1 Amend Article 25 For For Management 2.2 Amend Article 1 For For Management 2.3 Consolidate Bylaws For For Management 3 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- VIA VAREJO SA Ticker: VVAR3 Security ID: P9783A153 Meeting Date: DEC 29, 2014 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Agreement to Absorb For For Management Subsidiaries 1.1 Ratify Agreement to Absorb Rio For For Management Expresso Comercio Atacadista de Eletrodomesticos Ltda. and Ponto Frio Administracao e Importacao de Bens Ltda. 1.2 Appoint Magalhaes Andrade S/S For For Management Auditores Independentes as the Independent Firm to Appraise Proposed Transaction 1.3 Approve Independent Firm's Appraisal For For Management 1.4 Approve Absorption of Subsidiaries For For Management 2 Amend Articles For For Management 2.1 Amend Article 25 For For Management 2.2 Amend Article 1 For For Management 2.3 Consolidate Bylaws For For Management 3 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- VIA VAREJO SA Ticker: VVAR3 Security ID: P9783A153 Meeting Date: APR 23, 2015 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Investment Plan For For Management 2 Re-Ratify Remuneration of Company's For Against Management Management for Fiscal Year 2014 3 Approve Remuneration of Company's For Against Management Management and Fiscal Council Members 4 Amend Article 5 to Reflect Changes in For For Management Capital -------------------------------------------------------------------------------- VIA VAREJO SA Ticker: VVAR3 Security ID: P9783A153 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports for Fiscal Year Ended Dec. 31, 2014 2 Approve Allocation of Income and For For Management Dividends 3.1 Elect Fiscal Council Members For For Management 3.2 Elect Fiscal Council Member(s) and None Do Not Vote Shareholder Substitutes Nominated by Minority Common Shareholders: Principal Marcel Cecchi, Substitute: Guillermo Oscar Braunbeck Appointed by the Klein S. Family 4 Fix Number of Directors For For Management 5.1 Elect Directors For Against Management 5.2 Elect a Member to the Board of None Against Shareholder Directors to be Appointed by Minority Common Shareholders: Renato Carvalho Do Nascimento, Roberto Fulcherberguer, Michael Klein Appointed by the Klein S. Family -------------------------------------------------------------------------------- VIA VAREJO SA Ticker: VVAR3 Security ID: P9783A153 Meeting Date: APR 23, 2015 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Investment Plan For For Management 2 Re-Ratify Remuneration of Company's For Against Management Management for Fiscal Year 2014 3 Approve Remuneration of Company's For Against Management Management and Fiscal Council Members 4 Amend Article 5 to Reflect Changes in For For Management Capital -------------------------------------------------------------------------------- VIA VAREJO SA Ticker: VVAR3 Security ID: P9783A153 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports for Fiscal Year Ended Dec. 31, 2014 2 Approve Allocation of Income and For For Management Dividends 3.1 Elect Fiscal Council Members For For Management 3.2 Elect Fiscal Council Member(s) and None Do Not Vote Shareholder Substitutes Nominated by Minority Common Shareholders: Principal Marcel Cecchi, Substitute: Guillermo Oscar Braunbeck Appointed by the Klein S. Family 4 Fix Number of Directors For For Management 5.1 Elect Directors For Against Management 5.2 Elect a Member to the Board of None Against Shareholder Directors to be Appointed by Minority Common Shareholders: Renato Carvalho Do Nascimento, Roberto Fulcherberguer, Michael Klein Appointed by the Klein S. Family -------------------------------------------------------------------------------- VODACOM GROUP LTD Ticker: VOD Security ID: S9453B108 Meeting Date: JUL 17, 2014 Meeting Type: Annual Record Date: JUL 11, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports for the Year Ended 31 March 2014 2 Elect Hatem Dowidar as Director For Against Management 3 Re-elect Thoko Mokgosi-Mwantembe as For For Management Director 4 Re-elect Ronald Schellekens as Director For Against Management 5 Re-elect Peter Moyo as Director For For Management 6 Appoint PricewaterhouseCoopers Inc as For For Management Auditors of the Company and D von Hoesslin as the Individual Registered Auditor 7 Approve Remuneration Policy For For Management 8 Re-elect David Brown as Member of the For For Management Audit, Risk and Compliance Committee 9 Re-elect Phillip Moleketi as Member of For For Management the Audit, Risk and Compliance Committee 10 Re-elect Yolanda Cuba as Member of the For For Management Audit, Risk and Compliance Committee 11 Authorise Repurchase of Up to Five For For Management Percent of Issued Share Capital 12 Approve Increase in Non-Executive For For Management Directors' Fees -------------------------------------------------------------------------------- VOLGA TERRITORIAL GENERATION CO. Ticker: VTGK Security ID: X9802C108 Meeting Date: MAY 29, 2015 Meeting Type: Annual Record Date: APR 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Annual Report and Financial For For Management Statements 2 Approve Allocation of Income and For For Management Omission of Dividends 3.1 Elect Dirk Achiel Marc Beeuwsaert as None For Management Director 3.2 Elect John Peter Van de Steen as None For Management Director 3.3 Elect Boris Vaynzikher as Director None For Management 3.4 Elect Aleksandr Zhurikov as Director None For Management 3.5 Elect Vladimir Kokorin as Director None For Management 3.6 Elect Irina Matveeva as Director None For Management 3.7 Elect Aleksey Moskov as Director None For Management 3.8 Elect Peter Lloyd O`Brien as Director None For Management 3.9 Elect Evgenij Olhovik as Director None For Management 3.10 Elect Vladimir Poliyenko as Director None For Management 3.11 Elect Gary Uills Rodger as Director None For Management 3.12 Elect Anna Ryzhova as Director None For Management 3.13 Elect Mikhail Slobodin as Director None For Management 3.14 Elect Igor Cheremikin as Director None For Management 4.1 Elect Marina Balabaeva as Member of For For Management Audit Commission 4.2 Elect Natalya Belykh as Member of For Against Management Audit Commission 4.3 Elect Maksim Gornostaev as Member of For For Management Audit Commission 4.4 Elect Danil Grechko as Member of Audit For For Management Commission 4.5 Elect Sergey Mazankin as Member of For Against Management Audit Commission 4.6 Elect Valentin Romanenkov as Member of For Against Management Audit Commission 4.7 Elect Kirill Tkachenko as Member of For For Management Audit Commission 4.8 Elect Lyudmila Shabaeva as Member of For Against Management Audit Commission 4.9 Elect Olga Shevcova as Member of Audit For Against Management Commission 5 Ratify Ernst & Young as Auditor For For Management 6 Approve New Edition of Charter For Against Management 7 Approve New Edition of Regulations on For Against Management General Meetings 8 Approve New Edition of Regulations on For Against Management Board of Directors 9 Approve New Edition of Regulations on For Against Management Audit Commission 10 Approve Remuneration of Directors For Against Management 11.1 Approve Related-Party Transactions For For Management with OAO KES-Energostroyservis, OOO Udmurtsky Utility Systems, OAO Vladimir Utility Systems, OAO SaranskTeploTrans Re: General Contractor Agreements 11.2 Approve Related-Party Transactions For For Management with OAO Kirov Heat Supply Company, OOO Udmurdsky Utility Systems, OOO Sverdlov Heat Supply Company, OOO Perm Grid Company, ZAO Kirov Power-1, OOO Varkutinsky Power, and Other Companies Re: Supply Agreements 11.3 Approve Related-Party Transactions For For Management with ZAO YUNIS Re: Housekeeping services 11.4 Approve Related-Party Transactions For For Management with ZAO YUNIS, OAO KES-Energostroyservis, OAO EnegrosbyT Plus Re: Rent Agreements 11.5 Approve Related-Party Transactions For For Management with OAO Nizhegorodsky Utility Systems, OAO SaranskTeploTrans, OOO United Single Cash Processing Center of Nizhegorodskaya Oblast and Other Companies Re: Information and Technology Services 11.6 Approve Related-Party Transactions For For Management with ZAO Kirov Power-1, OOO Vorkutinsky Power, ZAO Kamensk Heat Supply, OAO Kirov Heat Supply and Other Re: License Agreements -------------------------------------------------------------------------------- WAL-MART DE MEXICO S.A.B. DE C.V. Ticker: WALMEXV Security ID: P98180188 Meeting Date: MAR 24, 2015 Meeting Type: Annual Record Date: MAR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.a Approve Board of Directors' Report For For Management 1.b Approve CEO's Reports For For Management 1.c Approve Report of Audit and Corporate For For Management Practices Committees 1.d Approve Report on Adherence to Fiscal For For Management Obligations 1.e Approve Report Re: Employee Stock For For Management Purchase Plan 1.f Approve Report on Share Repurchase For For Management Reserves 1.g Approve Report on Wal-Mart de Mexico For For Management Foundation 2 Approve Consolidated Financial For For Management Statements 3 Approve Allocation of Income and For For Management Dividends 4 Approve Reduction in Share Capital via For For Management Cancellation of Treasury Shares 5 Elect or Ratify Directors, Chairmen of For Against Management Audit and Corporate Governance Committees; Approve Their Remuneration 6 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- WEICHAI POWER CO., LTD. Ticker: 02338 Security ID: Y9531A109 Meeting Date: FEB 27, 2015 Meeting Type: Special Record Date: JAN 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Supplemental Agreement to the For For Management Weichai Westport Supply Agreement and the Relevant New Caps 2 Approve Supplemental Agreement to the For For Management Weichai Westport Purchase Agreement and the Relevant New Caps 3 Approve Supplemental Agreement to the For For Management Weichai Westport Logistics Agreement and the Relevant New Caps 4 Approve Supplemental Agreement to the For For Management Weichai Westport Leasing Agreement and the Relevant New Caps 1 Amend Articles of Association For For Management -------------------------------------------------------------------------------- WEICHAI POWER CO., LTD. Ticker: 02338 Security ID: Y9531A109 Meeting Date: JUN 30, 2015 Meeting Type: Special Record Date: MAY 29, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Payment of Cash Dividends and For For Management Issuance of Bonus Shares -------------------------------------------------------------------------------- WEICHAI POWER CO., LTD. Ticker: 02338 Security ID: Y9531A109 Meeting Date: JUN 30, 2015 Meeting Type: Annual Record Date: MAY 29, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Annual Reports For For Management 2 Accept Report of the Board of Directors For For Management 3 Accept Report of the Supervisory For For Management Committee 4 Accept Financial Statements and For For Management Statutory Reports 5 Accept Final Financial Report For For Management 6 Approve Financial Budget Report for For For Management 2015 7 Approve Ernst & Young Hua Ming LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 8 Appoint Shandong Hexin Accountants LLP For For Management as Internal Control Auditors 9 Approve Mandate for the Payment of For For Management Interim Dividend for the Year Ending Dec. 31, 2015 10a Elect Tan Xuguang as Director For For Management 10b Elect Wang Yuepu as Director For For Management 10c Elect Yeung Sai Hong as Director For For Management 10d Elect Jiang Kui as Director For For Management 10e Elect Zhang Quan as Director For For Management 10f Elect Xu Xinyu as Director For For Management 10g Elect Li Dakai as Director For For Management 10h Elect Fang Hongwei as Director For For Management 10i Elect Sun Shaojun as Director For For Management 10j Elect Gordon Riske as Director For For Management 11a Elect Loh Yih as Director For For Management 11b Elect Zhang Zhenhua as Director For For Management 11c Elect Zhang Zhong as Director For For Management 11d Elect Wang Gongyong as Director For For Management 11e Elect Ning Xiangdong as Director For For Management 12a Elect Lu Wenwu as Supervisor For For Management 12b Elect Jiang Jianfang as Supervisor For For Management 13 Approve Payment of Cash Dividend and For For Management Bonus Shares Issue 14 Amend Articles of Association For For Management 15 Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights -------------------------------------------------------------------------------- WESTLIFE DEVELOPMENT LTD Ticker: 505533 Security ID: Y9541K113 Meeting Date: SEP 26, 2014 Meeting Type: Annual Record Date: AUG 22, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Reelect Amit Jatia as Director For For Management 3 Approve SRBC & Co. LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration 4 Elect M. Chokhani as Independent For For Management Non-Executive Director 5 Elect S. Jatia as Director For For Management 6 Elect T. Kataria as Independent For For Management Non-Executive Director 7 Elect Achal Jatia as Director For For Management 8 Elect P.R. Barpande as Independent For Against Management Non-Executive Director 9 Elect D.J. Thakkar as Independent For Against Management Non-Executive Director -------------------------------------------------------------------------------- WOOLWORTHS HOLDINGS LTD Ticker: WHL Security ID: S98758121 Meeting Date: NOV 26, 2014 Meeting Type: Annual Record Date: NOV 14, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports for the Year Ended 29 June 2014 2 Reappoint Ernst & Young Inc as For For Management Auditors of the Company 3.1 Re-elect Zarina Bassa as Director For For Management 3.2 Re-elect Sir Stuart Rose as Director For For Management 3.3 Re-elect Simon Susman as Director For For Management 4.1 Elect Hubert Brody as Director For For Management 4.2 Elect Nombulelo Moholi as Director For For Management 4.3 Elect Sam Ngumeni as Director For For Management 5.1 Re-elect Peter Bacon as Member of the For For Management Audit Committee 5.2 Re-elect Zarina Bassa as Member of the For For Management Audit Committee 5.3 Elect Hubert Brody as Member of the For For Management Audit Committee 5.4 Re-elect Andrew Higginson as Member of For For Management the Audit Committee 5.5 Re-elect Mike Leeming as Member of the For For Management Audit Committee 6 Approve Remuneration Policy For For Management 7 Approve Remuneration of Non-Executive For For Management Directors 8 Approve Decrease in Number of For For Management Authorised but Unissued Ordinary Shares 9 Amend Memorandum of Incorporation For For Management 10 Authorise Repurchase of Up to Five For For Management Percent of Issued Share Capital 11 Approve Financial Assistance to For For Management Related or Inter-related Companies or Corporations 12 Approve Issuance of Shares or Options For For Management and Grant Financial Assistance in Terms of the Company's Share-Based Incentive Schemes -------------------------------------------------------------------------------- WYNN MACAU LTD. Ticker: 01128 Security ID: G98149100 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2a Elect Stephen A. Wynn as Director For For Management 2b Elect Linda Chen as Director For For Management 2c Elect Matthew O. Maddox as Director For For Management 3 Authorize Board to Fix Remuneration of For For Management Directors 4 Approve Ernst & Young as Auditors and For For Management Authorize Board to Fix Their Remuneration 5 Authorize Repurchase of Issued Share For For Management Capital 6 Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights 7 Authorize Reissuance of Repurchased For Against Management Shares 8 Approve Issuance of Shares Under the For Against Management Employee Ownership Scheme -------------------------------------------------------------------------------- X5 RETAIL GROUP NV Ticker: FIVE Security ID: 98387E205 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: APR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 3c Approve Allocation of Income For For Management 3d Adopt Financial Statements and For For Management Statutory Reports 4 Approve Discharge of Management Board For For Management 5 Approve Discharge of Supervisory Board For For Management 6 Reelect F.M. Lhoest to Management Board For For Management 7a Elect G. King to Supervisory Board For For Management 7b Elect P.W. Demchenkov to Supervisory For For Management Board 8 Approve Remuneration Policy Changes For For Management 9 Approve Remuneration of Supervisory For Against Management Board 10 Grant Board Authority to Issue Shares For For Management Up To 10 Percent of Issued Capital 11 Authorize Board to Exclude Preemptive For For Management Rights from Issuance under Item 10 12 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 13 Amend Articles Re: Company's Internal For For Management Rules for the Management Board 14 Ratify PricewaterhouseCoopers as For For Management Auditors -------------------------------------------------------------------------------- YANDEX NV Ticker: YNDX Security ID: N97284108 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: APR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Adopt Financial Statements For For Management 2 Approve Allocation of Income For For Management 3 Approve Discharge of Board of Directors For For Management 4 Reelect John Boynton as Non-Executive For Against Management Director 5 Reelect Ester Dyson as Non-Executive For For Management Director 6 Approve Cancellation of Class C Shares For For Management Held in Treasury 7 Amend Articles to Reflect Changes in For For Management Capital 8 Ratify ZAO Deloitte & Touche CIS as For For Management Auditors 9 Grant Board Authority to Issue Shares For Against Management 10 Authorize Board to Exclude Preemptive For Against Management Rights from Share Issuance under Item 9 11 Authorize Repurchase of Up to 20 For Against Management Percent of Issued Share Capital -------------------------------------------------------------------------------- YANDEX NV Ticker: YNDX Security ID: N97284108 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: APR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Adopt Financial Statements For For Management 2 Approve Allocation of Income For For Management 3 Approve Discharge of Board of Directors For For Management 4 Reelect John Boynton as Non-Executive For Against Management Director 5 Reelect Ester Dyson as Non-Executive For For Management Director 6 Approve Cancellation of Class C Shares For For Management Held in Treasury 7 Amend Articles to Reflect Changes in For For Management Capital 8 Ratify ZAO Deloitte & Touche CIS as For For Management Auditors 9 Grant Board Authority to Issue Shares For Against Management 10 Authorize Board to Exclude Preemptive For Against Management Rights from Share Issuance under Item 9 11 Authorize Repurchase of Up to 20 For Against Management Percent of Issued Share Capital -------------------------------------------------------------------------------- YPF SOCIEDAD ANONIMA Ticker: YPFD Security ID: 984245100 Meeting Date: FEB 05, 2015 Meeting Type: Special Record Date: DEC 30, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Designate Two Shareholders to Sign For For Management Minutes of Meeting 2 Authorize Increase of Global Program For For Management for Bond Issuance up to USD 8 Billion -------------------------------------------------------------------------------- YPF SOCIEDAD ANONIMA Ticker: YPFD Security ID: 984245100 Meeting Date: APR 30, 2015 Meeting Type: Annual/Special Record Date: APR 14, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Designate Two Shareholders to Sign For For Management Minutes of Meeting 2 Consider Employee Stock Option Plan For For Management Funded by Repurchase Shares 3 Consider Financial Statements and For For Management Statutory Reports 4 Approve Allocation of Income and For Against Management Dividends 5 Approve Remuneration of Auditors for For For Management Fiscal Year 2014 6 Approve Auditors for Fiscal Year 2015 For For Management and Fix Their Remuneration 7 Consider Discharge of Directors and For For Management Members of Internal Statutory Auditors Committee (Comision Fiscalizadora) 8 Approve Remuneration of Directors For For Management 9 Approve Remuneration of Internal For For Management Statutory Auditors Committee (Comision Fiscalizadora) 10 Fix Number of Members of Internal For For Management Statutory Auditors Committee (Comision Fiscalizadora) and Alternates 11 Elect One Member of Internal Statutory For For Management Auditors Committee (Comision Fiscalizadora) and Alternate for Class A Shares 12 Elect One Member of Internal Statutory For For Management Auditors Committee (Comision Fiscalizadora) and Alternate for Class D Shares 13 Fix Number of Directors and Alternates For Against Management 14 Elect One Director and Alternate for For Against Management Class A Shares 15 Elect Directors and Their Alternates For Against Management for Class D Shares 16 Authorize Advance Remuneration of For For Management Directors and Internal Statutory Auditors Committee (Comision Fiscalizadora) for 2015 17 Approve Members of Board and Internal For Against Management Statutory Auditors Committee (Comision Fiscalizadora) and or Employees Indemnification -------------------------------------------------------------------------------- YPF SOCIEDAD ANONIMA Ticker: YPFD Security ID: 984245100 Meeting Date: APR 30, 2015 Meeting Type: Annual/Special Record Date: APR 14, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Designate Two Shareholders to Sign For For Management Minutes of Meeting 2 Consider Employee Stock Option Plan For For Management Funded by Repurchase Shares 3 Consider Financial Statements and For For Management Statutory Reports 4 Approve Allocation of Income and For Against Management Dividends 5 Approve Remuneration of Auditors for For For Management Fiscal Year 2014 6 Approve Auditors for Fiscal Year 2015 For For Management and Fix Their Remuneration 7 Consider Discharge of Directors and For For Management Members of Internal Statutory Auditors Committee (Comision Fiscalizadora) 8 Approve Remuneration of Directors For For Management 9 Approve Remuneration of Internal For For Management Statutory Auditors Committee (Comision Fiscalizadora) 10 Fix Number of Members of Internal For For Management Statutory Auditors Committee (Comision Fiscalizadora) and Alternates 11 Elect One Member of Internal Statutory For For Management Auditors Committee (Comision Fiscalizadora) and Alternate for Class A Shares 12 Elect One Member of Internal Statutory For For Management Auditors Committee (Comision Fiscalizadora) and Alternate for Class D Shares 13 Fix Number of Directors and Alternates For Against Management 14 Elect One Director and Alternate for For Against Management Class A Shares 15 Elect Directors and Their Alternates For Against Management for Class D Shares 16 Authorize Advance Remuneration of For For Management Directors and Internal Statutory Auditors Committee (Comision Fiscalizadora) for 2015 17 Approve Members of Board and Internal For Against Management Statutory Auditors Committee (Comision Fiscalizadora) and or Employees Indemnification -------------------------------------------------------------------------------- ZEE ENTERTAINMENT ENTERPRISES LTD. Ticker: 505537 Security ID: Y98893152 Meeting Date: JUL 18, 2014 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Confirm Pro-rata Dividend Paid on For For Management Preference Shares 3 Approve Dividend of INR 2.00 Per For For Management Equity Share 4 Reelect S. Chandra as Director For For Management 5 Approve MGB & Co. as Auditors and For For Management Authorize Board to Fix Their Remuneration 6 Elect S. Sharma as Independent For For Management Non-Executive Director 7 Elect N. Vohra as Independent For For Management Non-Executive Director 8 Elect S. Kumar as Director For For Management 9 Approve Appointment and Remuneration For For Management of S. Kumar as Executive Vice Chairman 10 Elect G. Noon as Independent For For Management Non-Executive Director -------------------------------------------------------------------------------- ZHUZHOU CSR TIMES ELECTRIC CO LTD Ticker: 03898 Security ID: Y9892N104 Meeting Date: JUN 05, 2015 Meeting Type: Annual Record Date: MAY 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Report of the Board of For For Management Directors 2 Approve Report of the Supervisory For For Management Committee 3 Accept Financial Statements and For For Management Statutory Reports 4 Approve Profit Distribution Plan and For For Management Final Dividend 5 Approve Ernst & Young Hua Ming LLP as For Against Management Appoint Auditors and Authorize Board to Fix Their Remuneration 6 Approve Increased Cap of the Surplus For Against Management Funds of the Group to Treasury Activities 7 Approve Remuneration of Directors For For Management 8 Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights ============= Consulting Group Capital Markets Funds - High Yield ============= ============= Investments ============= MIRABELA NICKEL LTD, PERTH Ticker: Security ID: Q6188C106 Meeting Date: MAY 28, 2015 Meeting Type: Annual General Meeting Record Date: MAY 26, 2015 # Proposal Mgt Rec Vote Cast Sponsor CMMT VOTING EXCLUSIONS APPLY TO THIS None Did not vote Management MEETING FOR PROPOSAL 1 AND VOTES CAST BY ANY-INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE PROPOSAL WILL-BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT OR EXPECT-TO OBTAIN FUTURE BENEFI 1 Management Proposal For For Management 2 Management Proposal For For Management =========== Consulting Group Capital Markets Funds - International ============ =========== Equity Investments ============ AALBERTS INDUSTRIES Ticker: AALB Security ID: N00089271 Meeting Date: APR 21, 2015 Meeting Type: Annual Record Date: MAR 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Receive Report of Management Board None None Management (Non-Voting) 3 Discuss Language of Annual Report and None None Management Financial Statements 4a Discuss Remuneration Report Containing None None Management Remuneration Policy for Management Board Members 4b Adopt Financial Statements For For Management 5a Receive Explanation on Company's None None Management Reserves and Dividend Policy 5b Approve Dividends of EUR 0.46 Per Share For For Management 6 Approve Discharge of Management Board For For Management 7 Approve Discharge of Supervisory Board For For Management 8a Reelect H. Scheffers to Supervisory For For Management Board 8b Reelect J. van der Zouw to Supervisory For For Management Board 9 Grant Board Authority to Issue Shares For For Management Up To 10 Percent of Issued Capital 10 Authorize Board to Exclude Preemptive For For Management Rights from Issuance under Item 9 11 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 12 Ratify Deloitte as Auditors Re: For For Management Financial Years 2015-2017 13 Other Business (Non-Voting) None None Management 14 Close Meeting None None Management -------------------------------------------------------------------------------- ABACUS PROPERTY GROUP Ticker: ABP Security ID: Q0015N187 Meeting Date: NOV 14, 2014 Meeting Type: Annual/Special Record Date: NOV 12, 2014 # Proposal Mgt Rec Vote Cast Sponsor 2 Approve the Remuneration Report For For Management 3.1 Elect Malcolm Irving as Director For Against Management 3.2 Elect Myra Salkinder as Director For For Management 4 Approve the Grant of 218,260 Deferred For For Management Security Acquisition Rights to Frank Wolf, Managing Director -------------------------------------------------------------------------------- ABB LTD. Ticker: ABBN Security ID: H0010V101 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Discharge of Board and Senior For For Management Management 4.1 Approve Allocation of Income and For For Management Dividends of CHF 0.55 per Share from Capital Contribution Reserves 4.2 Approve CHF 394 Million Reduction in For For Management Share Capital and Repayment of CHF 0. 17 per Share 5 Amend Articles to Reflect Changes in For For Management Capital If Item 4.2 is Approved 6 Approve Creation of CHF 200 Million For For Management Pool of Capital without Preemptive Rights 7.1 Approve Remuneration of Directors in For For Management the Amount of CHF 4.2 Million 7.2 Approve Remuneration of Executive For For Management Committee in the Amount of CHF 52 Million 8.1 Reelect Roger Agnelli as Director For Against Management 8.2 Reelect Matti Alahuhta as Director For For Management 8.3 Elect David Constable as Director For For Management 8.4 Reelect Louis Hughes as Director For Against Management 8.5 Reelect Michel de Rosen as Director For For Management 8.6 Reelect Jacob Wallenberg as Director For Against Management 8.7 Reelect Ying Yeh as Director For For Management 8.8 Elect Peter Voser as Director and For For Management Board Chairman 9.1 Appoint David Constable as Member of For For Management the Compensation Committee 9.2 Appoint Michel de Rosen as Member of For For Management the Compensation Committee 9.3 Appoint Ying Yeh as Member of the For For Management Compensation Committee 10 Designate Hans Zehnder as Independent For For Management Proxy 11 Ratify Ernst & Young AG as Auditors For For Management 12 Transact Other Business (Voting) For Against Management -------------------------------------------------------------------------------- ABENGOA S.A. Ticker: ABG Security ID: E0002V203 Meeting Date: MAR 28, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Approve Consolidated and Standalone For For Management Financial Statements 1.2 Approve Allocation of Income and For For Management Dividends 1.3 Approve Discharge of Board For For Management 2.1 Reelect Manuel Sanchez Ortega as For Against Management Director 2.2 Reelect Carlos Sundheim Losada as For Against Management Director 2.3 Reelect Maria Teresa Benjumea Llorente For Against Management as Director 2.4 Reelect Ignacio Solis Guardiola as For Against Management Director 2.5 Reelect Fernando Solis Martinez-Campos For Against Management as Director 2.6 Ratify Appointment of and Elect For For Management Antonio Fornieles Melero as Director 3 Renew Appointment of Deloitte as For For Management Auditor 4.1 Amend Articles Re: Company Name, For For Management Location, Purpose and Duration 4.2 Amend Articles Re: Share Capital, For For Management Shares, and Rights and Obligations of Shareholders 4.3 Amend Articles Re: General Meetings For Against Management 4.4 Amend Articles Re: Board of Directors For For Management 4.5 Remove Article 46 Re: Management For For Management 4.6 Amend Articles Re: Fiscal Year, For For Management Accounts and Allocation of Income 4.7 Amend Articles Re: Dissolution and For For Management Liquidation 4.8 Approve Restated Articles of For Against Management Association 5 Amend Articles of General Meeting For Against Management Regulations 6 Advisory Vote on Remuneration Policy For Against Management Report 7.1 Approve Remuneration of Directors For Against Management 7.2 Approve Remuneration of Executive For Against Management Directors 8 Authorize Company to Call EGM with 15 For For Management Days' Notice 9 Authorize Increase in Capital up to 50 For Against Management Percent via Issuance of Equity or Equity-Linked Securities without Preemptive Rights 10 Authorize Issuance of Convertible and For Against Management Non-Convertible Debt Securities Without Preemptive Rights up to EUR 5 Billion 11 Authorize Share Repurchase Program For For Management 12 Receive Amendments to Board of None None Management Directors' Regulations 13 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- ACCELL GROUP Ticker: ACCEL Security ID: N00432257 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: MAR 26, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting and announcements None None Management 2 Receive and Discuss 2014 Annual Report None None Management 3 Discuss Remuneration Report Containing None None Management Remuneration Policy for Management Board Members 4 Adopt Financial Statements and For For Management Statutory Reports 5a Receive Explanation on Company's None None Management Reserves and Dividend Policy 5b Approve Dividends of EUR 0.61 Per Share For For Management 6 Approve Discharge of Management Board For For Management 7 Approve Discharge of Supervisory Board For For Management 8 Amend Articles Re: Legislative Changes For Against Management and General Update 9 Announce Intention to Appoint J.J. None None Management Both to Management Board 10a Announce Intention of the Supervisory None None Management Board to Reappoint Ernsting as Supervisory Board Member 10b Reelect Ernsting to Supervisory Board For For Management 11 Ratify Deloitte Accountants B.V. as For For Management Auditors 12 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 13 Approve Amendments to Option For Against Management Agreements with Preference Share Foundation 14 Grant Board Authority to Issue Shares For For Management Up To 10 Percent of Issued Capital 15 Authorize Board to Exclude Preemptive For For Management Rights from Share Issuances 16 Any Other business None None Management 17 Close Meeting None None Management -------------------------------------------------------------------------------- ACCOR Ticker: AC Security ID: F00189120 Meeting Date: APR 28, 2015 Meeting Type: Annual/Special Record Date: APR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 0.95 per Share 4 Approve Stock Dividend Program (Cash For For Management or New Shares) 5 Reelect Jean-Paul Bailly as Director For For Management 6 Reelect Philippe Citerne as Director For For Management 7 Reelect Mercedes Erra as Director For For Management 8 Reelect Bertrand Meheut as Director For For Management 9 Approve Agreement with Sebastien Bazin For Against Management 10 Authorize Repurchase of Up to 23 For For Management Million Shares 11 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 12 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 347 Million 13 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 69 Million 14 Approve Issuance of Equity or For For Management Equity-Linked Securities for Private Placements, up to Aggregate Nominal Amount of EUR 69 Million 15 Authorize Board to Increase Capital in For For Management the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above 16 Authorize Capital Increase for For For Management Contributions in Kind, up to Aggregate Nominal Amount of EUR 69 Million 17 Authorize Capitalization of Reserves For For Management of Up to EUR 347 Million for Bonus Issue or Increase in Par Value 18 Set Total Limit for Capital Increase For For Management to Result from Issuance Requests under Items 12-17 at EUR 347 Million 19 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 20 Authorize up to 2.5 Percent of Issued For For Management Capital for Use in Restricted Stock Plans 21 Set Limit for Shares Granted to CEO For For Management and Vice-CEOs Pursuant to Item 20 at 15 Percent of All Shares Granted Pursuant to Item 20 22 Amend Article 24 of Bylaws Re: For For Management Attendance to General Meetings 23 Advisory Vote on Compensation of For For Management Sebastien Bazin 24 Advisory Vote on Compensation of Sven For For Management Boinet 25 Approve the Plant for the Planet For For Management Program 26 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- ACEA SPA Ticker: ACE Security ID: T0040K106 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: APR 14, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Allocation of Income For For Management 3 Approve Remuneration Report For Against Management 4 Approve Increase in Size of Board from For For Management Seven to Nine 5.1 Elect Two Directors (Bundled) For For Management 5.2 Approve Remuneration of Directors For Against Management A Deliberations on Possible Legal Action None Against Management Against Directors if Presented by Shareholders -------------------------------------------------------------------------------- ACHILLES CORP. Ticker: 5142 Security ID: J00084103 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 4 2.1 Appoint Statutory Auditor Tomikawa, For For Management Takashi 2.2 Appoint Statutory Auditor Yamada, For For Management Shigeru 2.3 Appoint Statutory Auditor Konno, For For Management Hiroshi 2.4 Appoint Statutory Auditor Suto, Masako For Against Management 3 Appoint Alternate Statutory Auditor For For Management Ariga, Yoshinori -------------------------------------------------------------------------------- ACS, ACTIVIDADES DE CONSTRUCCION Y SERVICIOS S.A Ticker: ACS Security ID: E7813W163 Meeting Date: APR 27, 2015 Meeting Type: Annual Record Date: APR 22, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Approve Consolidated and Standalone For For Management Financial Statements 1.2 Approve Allocation of Income For For Management 2 Receive Corporate Social None None Management Responsibility Report 3 Advisory Vote on Remuneration Policy For Against Management Report 4 Approve Discharge of Board For For Management 5.1 Ratify Appointment of and Elect Emilio For For Management Garcia Gallego as Director 5.2 Ratify Appointment of and Elect Maria For Against Management Soledad Perez Rodriguez as Director 5.3 Elect Agustin Batuecas Torrego as For Against Management Director 5.4 Elect Antonio Botella Garcia as For For Management Director 5.5 Elect Catalina Minarro Brugarolas as For For Management Director 5.6 Elect Antonio Garcia Ferrer as Director For Against Management 5.7 Elect Joan-David Grima Terre as For For Management Director 5.8 Elect Jose Maria Loizaga Viguri as For Against Management Director 5.9 Elect Pedro Lopez Jimenez as Director For Against Management 5.10 Elect Santos Martinez-Conde For Against Management Gutierrez-Barquin as Director 5.11 Elect Florentino Perez Rodriguez as For Against Management Director 5.12 Elect Miguel Roca Junyent as Director For For Management 5.13 Elect Pablo Vallbona Vadell as Director For Against Management 5.14 Elect Jose Luis del Valle Perez as For Against Management Director 6 Renew Appointment of Deloitte as For For Management Auditor 7.1 Amend Article 12 Re: Issuance of Bonds For For Management 7.2 Amend Article 13 Re: Board Size For For Management 7.3 Amend Article 14 Re: Board Term For For Management 7.4 Amend Article 16 Re: Board's Chairman For For Management and Lead Independent Director 7.5 Amend Article 19 Re: Executive For For Management Committee 7.6 Amend Article 20 bis Re: Audit For For Management Committee 7.7 Amend Article 24 Re: General Meetings For For Management 7.8 Amend Article 25 Re: Convening of For For Management General Meetings 7.9 Amend Article 28 Re: Shareholders' For For Management Right to Information 7.10 Amend Article 29 Re: Quorum of General For For Management Meetings 7.11 Amend Article 30 Re: Competence of For For Management General Meetings 7.12 Remove Article 31 Re: Shareholders' For For Management Right to Information 7.13 Amend Article 34 Re: Allocation of For For Management Income 7.14 Add Article 20 ter Re: Appointments For For Management and Remuneration Committee 7.15 Add Article 20 quater Re: Specialized For For Management Committees 7.16 Add Article 34 bis Re: Director For For Management Remuneration 7.17 Approve Restated Articles of For For Management Association 8 Approve New General Meeting Regulations For For Management 9 Receive Amendments to Board of None None Management Directors' Regulations 10 Authorize Capitalization of Reserves For For Management 11 Authorize Share Repurchase and Capital For For Management Reduction via Amortization of Repurchased Shares 12 Approve Stock Option Plan For Against Management 13 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- AER LINGUS GROUP PLC Ticker: EIL1 Security ID: G0125Z105 Meeting Date: DEC 10, 2014 Meeting Type: Special Record Date: DEC 08, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Authorise the Directors to Proceed For For Management With the Implementation of the IASS Proposal -------------------------------------------------------------------------------- AER LINGUS GROUP PLC Ticker: EIL1 Security ID: G0125Z105 Meeting Date: MAY 01, 2015 Meeting Type: Annual Record Date: APR 29, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For Abstain Management 3a Re-elect Colm Barrington as a Director For For Management 3b Re-elect Montie Brewer as a Director For For Management 3c Re-elect Laurence Crowley as a Director For Against Management 3d Re-elect Emer Gilvarry as a Director For For Management 3e Re-elect John Hartnett as a Director For For Management 3f Re-elect Nigel Northridge as a Director For For Management 3g Re-elect Nicola Shaw as a Director For For Management 3h Re-elect Nicolas Villen as a Director For For Management 3i Elect Bernard Bot as a Director For For Management 3j Elect Stephen Kavanagh as a Director For For Management 4 Authorize Board to Fix Remuneration of For For Management Auditors 5 Approve Final Dividend For For Management 6 Authorize the Company to Call EGM with For For Management Two Weeks' Notice 7 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights 8 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights 9 Authorize Share Repurchase Program For For Management 10 Authorize Reissuance of Treasury Shares For For Management 11 Amend Memorandum of Association For For Management 12 Adopt New Articles of Association For For Management 13 Amend Articles of Association For For Management -------------------------------------------------------------------------------- AFRICA ISRAEL PROPERTIES LTD. Ticker: AFPR Security ID: M0203G105 Meeting Date: SEP 30, 2014 Meeting Type: Annual Record Date: SEP 15, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Discuss Financial Statements and the None None Management Report of the Board for 2013 2 Reelect Avraham Novogrocki, Avinadav For For Management Grinshpon, Menashe Sagiv, and David Blumberg Directors Until the End of the Next Annual General Meeting 3 Reappoint Somekh Chaikin and Brighman For Against Management Zohar Almagor & Co. as Joint Auditors -------------------------------------------------------------------------------- AFRICAN BARRICK GOLD PLC Ticker: ABG Security ID: G0128R100 Meeting Date: NOV 26, 2014 Meeting Type: Special Record Date: NOV 24, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Change of Company Name to For For Management Acacia Mining plc -------------------------------------------------------------------------------- AGGREKO PLC Ticker: AGK Security ID: G0116S185 Meeting Date: APR 29, 2015 Meeting Type: Annual Record Date: APR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Policy For For Management 3 Approve Remuneration Report For For Management 4 Approve Final Dividend For For Management 5 Elect Carole Cran as Director For For Management 6 Elect Chris Weston as Director For For Management 7 Elect Uwe Krueger as Director For For Management 8 Re-elect Ken Hanna as Director For For Management 9 Re-elect Debajit Das as Director For For Management 10 Re-elect Asterios Satrazemis as For For Management Director 11 Re-elect David Taylor-Smith as Director For For Management 12 Re-elect Russell King as Director For For Management 13 Re-elect Diana Layfield as Director For For Management 14 Re-elect Robert MacLeod as Director For For Management 15 Re-elect Ian Marchant as Director For For Management 16 Re-elect Rebecca McDonald as Director For For Management 17 Reappoint PricewaterhouseCoopers as For For Management Auditors 18 Authorise the Audit Committee to Fix For For Management Remuneration of Auditors 19 Authorise Issue of Equity with For For Management Pre-emptive Rights 20 Approve Long-Term Incentive Plan For For Management 21 Authorise Issue of Equity without For For Management Pre-emptive Rights 22 Authorise Market Purchase of Ordinary For For Management Shares 23 Authorise the Company to Call EGM with For For Management Two Weeks' Notice 24 Authorise Purchase of B Shares For For Management -------------------------------------------------------------------------------- AGRICULTURAL BANK OF CHINA Ticker: 601288 Security ID: Y00289119 Meeting Date: DEC 05, 2014 Meeting Type: Special Record Date: NOV 04, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Liu Shiyu as Director For For Management 2 Elect Zhao Chao as Director For For Shareholder 3 Elect Zhang Dinglong as Director For For Shareholder 4 Elect Chen Jianbo as Director For For Shareholder 5 Elect Hu Xiaohui as Director For For Shareholder 6 Elect Xu Jiandong as Director For For Shareholder -------------------------------------------------------------------------------- AGRICULTURAL BANK OF CHINA Ticker: 601288 Security ID: Y00289119 Meeting Date: JAN 15, 2015 Meeting Type: Special Record Date: DEC 15, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Zhang Yun as Director For For Management 2 Elect Lu Jianping as Director For For Management 3 Elect Che Yingxin as Supervisor For For Management 4 Approve Adjusment to the Mandate to For Against Management the Board for Disposal of Credit Assets 5 Elect Xiao Xing as Director For For Shareholder -------------------------------------------------------------------------------- AIA GROUP LTD. Ticker: 01299 Security ID: Y002A1105 Meeting Date: MAY 08, 2015 Meeting Type: Annual Record Date: MAY 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3 Elect Lawrence Juen-Yee Lau as Director For For Management 4 Elect Chung-Kong Chow as Director For For Management 5 Elect John Barrie Harrison as Director For For Management 6 Approve PricewaterhouseCoopers as For For Management Auditor and Authorize Board to Fix Their Remuneration 7A Approve Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights 7B Authorize Repurchase of Issued Share For For Management Capital 7C Approve Allotment and Issuance of For For Management Additional Shares Under the Restricted Share Unit Scheme -------------------------------------------------------------------------------- AIMS AMP CAPITAL INDUSTRIAL REIT Ticker: O5RU Security ID: Y0029Z136 Meeting Date: JUL 30, 2014 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Adopt Report of the Trustee, Statement For For Management by the Manager, Audited Financial Statements and Auditors' Report 2 Reappoint KPMG LLP as Auditors and For For Management Authorize the Manager to Fix Their Remuneration 3 Approve Issuance of Equity or For For Management Equity-Linked Securities with or without Preemptive Rights -------------------------------------------------------------------------------- AIMS AMP CAPITAL INDUSTRIAL REIT Ticker: O5RU Security ID: Y0029Z136 Meeting Date: JUL 30, 2014 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Master Property Management For For Management Agreement -------------------------------------------------------------------------------- AIR NEW ZEALAND LTD. Ticker: AIR Security ID: Q0169V100 Meeting Date: SEP 30, 2014 Meeting Type: Annual Record Date: SEP 26, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Paul Bingham as Director For For Management 2 Elect Janice Dawson as Director For For Management 3 Elect Jonathan Mason as Director For For Management 4 Elect Linda Jenkinson as Director For For Management -------------------------------------------------------------------------------- AIRBUS GROUP Ticker: AIR Security ID: N0280E105 Meeting Date: MAY 27, 2015 Meeting Type: Annual Record Date: APR 29, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2.1 Discussion on Company's Corporate None None Management Governance Structure 2.2 Receive Report on Business and None None Management Financial Statements 2.3 Discuss Remuneration Report Containing None None Management Remuneration Policy 2.4 Receive Explanation on Company's None None Management Reserves and Dividend Policy 3 Discussion of Agenda Items None None Management 4.1 Adopt Financial Statements For For Management 4.2 Approve Allocation of Income and For For Management Dividends of EUR 1.20 per Share 4.3 Approve Discharge of Non-Executive For For Management Members of the Board of Directors 4.4 Approve Discharge of Executive Members For For Management of the Board of Directors 4.5 Ratify KPMG as Auditors For For Management 4.6 Approve Remuneration Policy Changes For For Management 4.7 Change Company Form to European Company For For Management 4.8 Elect Maria Amparo Moraleda Martinez For For Management as Director 4.9 Grant Board Authority to Issue Shares For For Management Up to 0.38 Percent of Issued Share Capital and Excluding Preemptive Rights Re: ESOP Plans 4.10 Grant Board Authority to Issue Shares For For Management Up to 1.15 Percent of Issued Share Capital and Excluding Preemptive Rights Re: Company Funding 4.11 Renewal of the Authorization to For For Management Directors to Repurchase of Up to 10 Percent of Issued Share Capital 4.12 Authorize Additional Repurchase of Up For For Management to 10 Percent of Issued Share Capital Re: Exceptional Share Buyback Programme 4.13 Approve Cancellation of Repurchased For For Management Shares 5 Close Meeting None None Management -------------------------------------------------------------------------------- AISAN INDUSTRY Ticker: 7283 Security ID: J00672105 Meeting Date: JUN 12, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 15 2 Amend Articles to Indemnify Directors For Against Management - Indemnify Statutory Auditors - Authorize Board to Determine Income Allocation 3.1 Elect Director Kobayashi, Nobuo For For Management 3.2 Elect Director Nakano, Masataka For For Management 3.3 Elect Director Isida, Tomoya For For Management 3.4 Elect Director Takagi, Takaaki For For Management 3.5 Elect Director Torii, Hisanao For For Management 3.6 Elect Director Nakane, Toru For For Management 3.7 Elect Director Tokimura, Haruki For For Management 3.8 Elect Director Kosaka, Yoshifumi For For Management 3.9 Elect Director Iwata, Hitoshi For For Management 3.10 Elect Director Tsuge, Satoe For For Management 4 Appoint Statutory Auditor Inoue, For For Management Hiroyuki 5 Approve Stock Option Plan For For Management 6 Approve Annual Bonus Payment to For For Management Directors and Statutory Auditors -------------------------------------------------------------------------------- AKER ASA Ticker: AKER Security ID: R0114P108 Meeting Date: APR 17, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting; Approve Notice of For Did Not Vote Management Meeting and Agenda 2 Designate Inspector(s) of Minutes of For Did Not Vote Management Meeting 3 Presentation on Business Activities None None Management 4 Change Location of Registered Office For Did Not Vote Management 5 Accept Financial Statements and For Did Not Vote Management Statutory Reports; Approve Allocation of Income and Dividends of NOK 10 Per Share 6 Approve Creation of up to NOK 362 For Did Not Vote Management Million Pool of Capital with Preemptive Rights in Connection with Payment of Dividend 7a Approve Advisory Remuneration Policy For Did Not Vote Management And Other Terms of Employment For Executive Management 7b Approve Binding Remuneration Policy For Did Not Vote Management And Other Terms of Employment For Executive Management 8 Discuss Company's Corporate Governance None None Management Statement 9 Approve Remuneration of Directors in For Did Not Vote Management the Amount of NOK 555,000 for Chairman, NOK 385,000 for Vice Chairman, and NOK 335,000 for Other Directors; Approve Remuneration of Audit Committee 10 Approve Remuneration of Nomination For Did Not Vote Management Committee 11 Reelect Kristin Devold and Karen Simon For Did Not Vote Management as Directors; Elect Anne Cannon as New Director 12 Elect Leif-Arne Langoy as New Member For Did Not Vote Management of Nominating Committee; Elect Kjell Inge Rokke as Chairman of the Committee 13 Approve Remuneration of Auditors For Did Not Vote Management 14 Authorize Share Repurchase Program in For Did Not Vote Management Connection with Mergers and Acquisitions and Reissuance of Repurchased Shares 15 Approve Repurchase of Shares for For Did Not Vote Management Equity Plan Financing 16 Authorize Share Repurchase Program and For Did Not Vote Management Cancellation of Repurchased Shares -------------------------------------------------------------------------------- AKZO NOBEL NV Ticker: AKZA Security ID: N01803100 Meeting Date: OCT 08, 2014 Meeting Type: Special Record Date: SEP 10, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect M. Castella to Management Board For For Management -------------------------------------------------------------------------------- AKZO NOBEL NV Ticker: AKZA Security ID: N01803100 Meeting Date: APR 22, 2015 Meeting Type: Annual Record Date: MAR 25, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting and Announcements None None Management 2 Receive Report of Management Board None None Management (Non-Voting) 3.a Discuss Remuneration Report Containing None None Management Remuneration Policy for Management Board Members 3.b Adopt Financial Statements and For For Management Statutory Reports 3.c Receive Explanation on Company's None None Management Reserves and Dividend Policy 3.d Approve Dividends of EUR 1.45 Per Share For For Management 4.a Approve Discharge of Management Board For For Management 4.b Approve Discharge of Supervisory Board For For Management 5.a Elect D. Sluimers to Supervisory Board For For Management 5.b Reelect P. Bruzelius to Supervisory For For Management Board 6.a Grant Board Authority to Issue Shares For For Management Up To 10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger 6.b Authorize Board to Exclude Preemptive For For Management Rights from Share Issuances 7 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 8 Allow Questions and Close Meeting None None Management -------------------------------------------------------------------------------- ALLIANZ SE Ticker: ALV Security ID: D03080112 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 2 Approve Allocation of Income and For Did Not Vote Management Dividends of EUR 6.85 per Share 3 Approve Discharge of Management Board For Did Not Vote Management for Fiscal 2014 4 Approve Discharge of Supervisory Board For Did Not Vote Management for Fiscal 2014 5 Amend Articles Re: Appointment of For Did Not Vote Management Employee Representatives -------------------------------------------------------------------------------- ALLREAL HOLDING AG Ticker: ALLN Security ID: H0151D100 Meeting Date: APR 17, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Allocation of Income For For Management 3 Approve Dividends of CHF 5.50 per Share For For Management 4 Approve Discharge of Board and Senior For For Management Management 5.1a Reelect Bruno Bettoni as Director For For Management 5.1b Reelect Ralph-Thomas Honegger as For For Management Director 5.1c Reelect Albert Leiser as Director For For Management 5.1d Reelect Thomas Lustenberger as Director For For Management 5.1e Reelect Peter Spuhler as Director For For Management 5.1f Reelect Olivier Steimer as Director For For Management 5.2a Appoint Ralph-Thomas Honegger as For Against Management Member of the Nomination and Compensation Committee 5.2b Appoint Thomas Lustenberger as Member For Against Management of the Nomination and Compensation Committee 5.3 Designate Anwaltskanzlei Hubatka For For Management Mueller Vetter as Independent Proxy 5.4 Ratify Ernst & Young AG as Auditors For For Management 6.1 Approve Remuneration Report For Against Management (Non-Binding) 6.2 Approve Fixed Remuneration of Board of For Against Management Directors in the Amount of CHF 700,000 6.3 Approve Fixed Remuneration of For Against Management Executive Committee in the Amount of CHF 3.15 Million 6.4 Approve Variable Remuneration of For Against Management Executive Committee in the Amount of CHF 1.97 Million 7 Transact Other Business (Voting) For Against Management -------------------------------------------------------------------------------- AMADEUS IT HOLDINGS SA Ticker: AMS Security ID: E04908112 Meeting Date: JUN 24, 2015 Meeting Type: Annual Record Date: JUN 19, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Consolidated and Standalone For For Management Financial Statements 2 Approve Allocation of Income and For For Management Dividends 3 Approve Discharge of Board For For Management 4 Renew Appointment of Deloitte as For For Management Auditor 5.1 Reelect Jose Antonio Tazon Garcia as For For Management Director 5.2 Reelect David Gordon Comyn Webster as For For Management Director 5.3 Reelect Francesco Loredan as Director For For Management 5.4 Reelect Stuart Anderson McAlpine as For For Management Director 5.5 Reelect Pierre-Henri Gourgeon as For For Management Director 6 Advisory Vote on Remuneration Policy For For Management Report 7 Approve Remuneration of Directors For For Management 8 Amend Performance Share Plan For For Management 9.1 Amend Article 7 Re: Shareholder Status For For Management 9.2 Amend Articles Re: General For For Management Shareholders Meeting 9.3 Amend Articles Re: Board of Directors For For Management 9.4 Amend Article 47 Re: Management Report For For Management 10.1 Amend Articles of General Meeting For For Management Regulations Re: Right to Information 10.2 Amend Article 10 of General Meeting For For Management Regulations Re: Representation 10.3 Amend Articles of General Meeting For For Management Regulations Re: Voting and Adoption of Resolutions 11 Approve Reduction in Share Capital via For For Management Amortization of Treasury Shares 12 Authorize Increase in Capital up to 20 For For Management Percent via Issuance of Equity or Equity-Linked Securities without Preemptive Rights 13 Authorize Issuance of Convertible For For Management Bonds, Debentures, Warrants, and Other Debt Securities without Preemptive Rights up to EUR 2 Billion 14 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- AMBEV S.A. Ticker: ABEV3 Security ID: P0273U106 Meeting Date: OCT 01, 2014 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Agreement to Absorb Londrina For Did Not Vote Management Bebidas Ltda. (Londrina Bebidas) 2 Appoint Independent Firm to Appraise For Did Not Vote Management Proposed Transaction 3 Approve Independent Firm's Appraisal For Did Not Vote Management 4 Approve Absorption of Londrina Bebidas For Did Not Vote Management 5 Amend Articles to Reflect Changes in For Did Not Vote Management Capital 6 Authorize Board to Ratify and Execute For Did Not Vote Management Approved Resolutions 7 Consolidate Bylaws For Did Not Vote Management -------------------------------------------------------------------------------- AMBEV S.A. Ticker: ABEV3 Security ID: P0273U106 Meeting Date: APR 29, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For Did Not Vote Management Statutory Reports for Fiscal Year Ended Dec. 31, 2014 2 Approve Allocation of Income and For Did Not Vote Management Dividends 3.1 Elect Fiscal Council Members For Did Not Vote Management 3.2 Elect Fiscal Council Member Nominated None Did Not Vote Shareholder by Shareholder Caixa de Previdencia dos Funcionarios do Banco do Brasil 4 Ratify Remuneration for Fiscal Year For Did Not Vote Management 2014 and Approve Remuneration of Company's Management and Fiscal Council Members for Fiscal Year 2015 -------------------------------------------------------------------------------- AMBEV S.A. Ticker: ABEV3 Security ID: P0273U106 Meeting Date: APR 29, 2015 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Article 5 to Reflect Changes in For Did Not Vote Management Capital -------------------------------------------------------------------------------- AMCOR LIMITED Ticker: AMC Security ID: Q03080100 Meeting Date: OCT 23, 2014 Meeting Type: Annual Record Date: OCT 21, 2014 # Proposal Mgt Rec Vote Cast Sponsor 2a Elect Paul Brasher as Director For For Management 2b Elect Eva Cheng as Director For For Management 2c Elect John Thorn as Director For For Management 3 Approve the Grant of Options and For For Management Performance Rights to Ken MacKenzie, Managing Director and CEO of the Company 4 Approve the Termination Benefits For For Management 5 Approve the Remuneration Report For For Management -------------------------------------------------------------------------------- AMLIN PLC Ticker: AML Security ID: G0334Q177 Meeting Date: NOV 24, 2014 Meeting Type: Special Record Date: NOV 20, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Remuneration Policy For For Management 2 Approve Performance Share Plan For For Management -------------------------------------------------------------------------------- AMOT INVESTMENT LTD. Ticker: AMOT Security ID: M1035R103 Meeting Date: FEB 16, 2015 Meeting Type: Annual Record Date: JAN 18, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Discuss Financial Statements and the None None Management Report of the Board for 2013 2 Reappoint Brightman Zohar Almagor & Co. For Against Management as Auditors; Receive Report On Auditors' Fees For 2013 3.1 Reelect Nathan Hetz as Director Until For For Management the End of the Next Annual General Meeting 3.2 Reelect Aviram Wertheim as Director For For Management Until the End of the Next Annual General Meeting 3.3 Reelect Moti (Mordechay) Barzilay as For For Management Director Until the End of the Next Annual General Meeting 3.4 Reelect Amir Amar as Director Until For Against Management the End of the Next Annual General Meeting 3.5 Reelect Orly Yarkoni as Director Until For For Management the End of the Next Annual General Meeting 3.6 Reelect Eyal Gabbai as Director Until For For Management the End of the Next Annual General Meeting 3.7 Reelect Yechiel Gutman as Director For For Management Until the End of the Next Annual General Meeting 4 Extend Indemnification Agreements to For For Management Office Holders Who Are Controlling Shareholders and Their Relatives For a Three Year Period 5 Extend Exemption Agreements to Office For For Management Holders Who Are Controlling Shareholders and Their Relatives For a Three Year Period A Vote FOR if you are a controlling None Against Management shareholder or have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager B3 If you are an Institutional Investor None For Management as defined in Regulation 1 of the Supervision Financial Services Regulations 2009 or a Manager of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994, vote FOR. Otherwise, vote against. -------------------------------------------------------------------------------- ANGLO PACIFIC GROUP PLC Ticker: APF Security ID: G0386E106 Meeting Date: FEB 26, 2015 Meeting Type: Special Record Date: FEB 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Capital Raising For For Management 2 Approve Acquisition of the Narrabri For For Management Royalty 3 Amend Articles of Association For For Management -------------------------------------------------------------------------------- ANGLO PACIFIC GROUP PLC Ticker: APF Security ID: G0386E106 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: APR 28, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For Against Management 3 Approve Final Dividend For For Management 4 Re-elect Michael Blyth as Director For For Management 5 Re-elect Mark Potter as Director For For Management 6 Re-elect Rachel Rhodes as Director For For Management 7 Re-elect Robert Stan as Director For For Management 8 Re-elect Julian Treger as Director For For Management 9 Re-elect Anthony Yadgaroff as Director For For Management 10 Elect David Archer as Director For For Management 11 Reappoint Deloitte LLP as Auditors For For Management 12 Authorise Board to Fix Remuneration of For For Management Auditors 13 Approve Scrip Dividend Program For For Management 14 Authorise Issue of Equity with For For Management Pre-emptive Rights 15 Authorise Issue of Equity without For For Management Pre-emptive Rights 16 Authorise Market Purchase of Ordinary For For Management Shares 17 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- ANHEUSER-BUSCH INBEV SA Ticker: ABI Security ID: B6399C107 Meeting Date: APR 29, 2015 Meeting Type: Annual/Special Record Date: APR 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor A1 Amend Articles Re: Remove References For For Management to Bearer Shares B1 Receive Directors' Reports (Non-Voting) None None Management B2 Receive Auditors' Reports (Non-Voting) None None Management B3 Receive Consolidated Financial None None Management Statements and Statutory Reports (Non-Voting) B4 Approve Financial Statements, For For Management Allocation of Income, and Dividends of EUR 3.00 per Share B5 Approve Discharge of Directors For For Management B6 Approve Discharge of Auditors For For Management B7a Elect Michele Burns as Independent For For Management Director B7b Reelect Olivier Goudet as Independent For For Management Director B7c Elect Kasper Rorsted as Independent For For Management Director B7d Reelect Paul Cornet de Ways Ruart as For Against Management Director B7e Reelect Stefan Descheemaeker as For Against Management Director B8a Approve Remuneration Report For Against Management B8b Proposal to Increase Remuneration of For For Management Audit Committee Chairman B8c Approve Non-Employee Director Stock For Against Management Option Plan and According Stock Option Grants to Non-Executive Directors C1 Authorize Implementation of Approved For For Management Resolutions and Filing of Required Documents/Formalities at Trade Registry -------------------------------------------------------------------------------- AOYAMA TRADING CO. LTD. Ticker: 8219 Security ID: J01722107 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 50 2 Amend Articles to Indemnify Statutory For For Management Auditors 3.1 Elect Director Miyamae, Shozo For For Management 3.2 Elect Director Miyamae, Hiroaki For For Management 3.3 Elect Director Aoyama, Osamu For For Management 3.4 Elect Director Miyatake, Makoto For For Management 3.5 Elect Director Matsukawa, Yoshiyuki For For Management 3.6 Elect Director Okano, Shinji For For Management 3.7 Elect Director Uchibayashi, Seishi For For Management 4 Appoint Statutory Auditor Osako, For For Management Tomokazu -------------------------------------------------------------------------------- APERAM S.A. Ticker: APAM Security ID: L0187K107 Meeting Date: MAY 05, 2015 Meeting Type: Annual Record Date: APR 21, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Board's and Auditor's Reports None None Management l Approve Consolidated Financial For For Management Statements ll Approve Financial Statements of the For For Management Parent Company lll Approve Allocation of Income For For Management lV Approve Remuneration of Directors For For Management V Approve Discharge of Directors For For Management Vl Elect Philippe Darmayan as Director For For Management Vll Approve Share Repurchase For For Management Vlll Appoint Deloitte as Auditor For For Management lX Approve 2015 Performance Share Unit For For Management Plan -------------------------------------------------------------------------------- ARM HOLDINGS PLC Ticker: ARM Security ID: G0483X122 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: APR 28, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3 Approve Remuneration Report For For Management 4 Elect John Liu as Director For For Management 5 Re-elect Stuart Chambers as Director For For Management 6 Re-elect Simon Segars as Director For For Management 7 Re-elect Andy Green as Director For For Management 8 Re-elect Larry Hirst as Director For For Management 9 Re-elect Mike Muller as Director For For Management 10 Re-elect Kathleen O'Donovan as Director For For Management 11 Re-elect Janice Roberts as Director For For Management 12 Re-elect Tim Score as Director For For Management 13 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors 14 Authorise Board to Fix Remuneration of For For Management Auditors 15 Authorise Issue of Equity with For For Management Pre-emptive Rights 16 Authorise Issue of Equity without For For Management Pre-emptive Rights 17 Authorise Market Purchase of Ordinary For For Management Shares 18 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- ARM HOLDINGS PLC Ticker: ARM Security ID: G0483X122 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: APR 28, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3 Approve Remuneration Report For Against Management 4 Elect John Liu as Director For For Management 5 Re-elect Stuart Chambers as Director For For Management 6 Re-elect Simon Segars as Director For For Management 7 Re-elect Andy Green as Director For For Management 8 Re-elect Larry Hirst as Director For For Management 9 Re-elect Mike Muller as Director For For Management 10 Re-elect Kathleen O'Donovan as Director For For Management 11 Re-elect Janice Roberts as Director For For Management 12 Re-elect Tim Score as Director For For Management 13 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors 14 Authorise Board to Fix Remuneration of For For Management Auditors 15 Authorise Issue of Equity with For For Management Pre-emptive Rights 16 Authorise Issue of Equity without For For Management Pre-emptive Rights 17 Authorise Market Purchase of Ordinary For For Management Shares 18 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- ARRIUM LIMITED Ticker: ARI Security ID: Q05369105 Meeting Date: NOV 17, 2014 Meeting Type: Annual Record Date: NOV 15, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve the Remuneration Report For For Management 2 Elect Jeremy C R Maycock as Director For For Management 3 Elect Peter G Nankervis as Director For For Management 4 Ratify the Past Issuance of 204.93 For For Management Million Shares to Institutional Investors -------------------------------------------------------------------------------- ARYZTA AG Ticker: YZA Security ID: H0336B110 Meeting Date: DEC 02, 2014 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1.1 Accept Financial Statements and For For Management Statutory Reports 1.2 Approve Remuneration Report For For Management 2.1 Approve Allocation of Income For For Management 2.2 Approve Transfer of CHF 67.4 Million For For Management from Capital Contribution Reserves to Free Reserves and Dividends of CHF 0. 76 per Share 3 Amend Articles Re: Changes to For For Management Corporate Law 4 Approve Discharge of Board and Senior For For Management Management 5.1a Reelect Denis Lucey as Director and For For Management Board Chairman 5.1b Reelect Charles Adair as Director For For Management 5.1c Reelect J. Brian Davy as Director For For Management 5.1d Reelect Shaun Higgins as Director For For Management 5.1e Reelect Owen Killian as Director For For Management 5.1f Reelect Patrick McEniff as Director For For Management 5.1g Reelect Andrew Morgan as Director For For Management 5.1h Reelect Wolfgang Werle as Director For For Management 5.1i Reelect John Yamin as Director For For Management 5.1j Elect Annette Flynn as Director For For Management 5.2.1 Appoint J. Brian Davy as Member of the For For Management Compensation Committee 5.2.2 Appoint Charles Adair as Member of the For For Management Compensation Committee 5.2.3 Appoint Denis Lucey as Member of the For For Management Compensation Committee 5.3 Ratify PricewaterhouseCoopers AG as For For Management Auditors 5.4 Designate Ines Poeschel as Independent For For Management Proxy 6 Transact Other Business (Voting) For Against Management -------------------------------------------------------------------------------- ASAHI KASEI CORP. Ticker: 3407 Security ID: J0242P110 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles to Indemnify Directors For For Management - Indemnify Statutory Auditors 2.1 Elect Director Ito, Ichiro For For Management 2.2 Elect Director Asano, Toshio For For Management 2.3 Elect Director Hirai, Masahito For For Management 2.4 Elect Director Kobayashi, Yuji For For Management 2.5 Elect Director Kobori, Hideki For For Management 2.6 Elect Director Kobayashi, Hiroshi For For Management 2.7 Elect Director Ichino, Norio For For Management 2.8 Elect Director Shiraishi, Masumi For For Management 2.9 Elect Director Adachi, Kenyu For For Management 3.1 Appoint Statutory Auditor Kido, For For Management Shinsuke 3.2 Appoint Statutory Auditor Ito, Tetsuo For For Management -------------------------------------------------------------------------------- ASCOPIAVE S.P.A. Ticker: ASC Security ID: T0448P103 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: APR 14, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements, For For Management Statutory Reports, and Allocation of Income 2 Approve Remuneration Report For Against Management 3 Approve Restricted Stock Plan For Against Management 4 Authorize Share Repurchase Program and For Against Management Reissuance of Repurchased Shares 5 Approve Auditors and Authorize Board For For Management to Fix Their Remuneration -------------------------------------------------------------------------------- ASCOTT RESIDENCE TRUST Ticker: A68U Security ID: Y0261Y102 Meeting Date: JUL 31, 2014 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Proposed Acquisitions For For Management -------------------------------------------------------------------------------- ASCOTT RESIDENCE TRUST Ticker: A68U Security ID: Y0261Y102 Meeting Date: APR 22, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Adopt Report of the Trustee, Statement For For Management by the Manager, Audited Financial Statements and Auditors' Report 2 Approve KPMG LLP as Auditors and For For Management Authorize Manager to Fix Their Remuneration 3 Approve Issuance of Equity or Equity For Against Management Linked Securities with or without Preemptive Rights -------------------------------------------------------------------------------- ASIAN PAY TELEVISION TRUST Ticker: S7OU Security ID: Y0362V106 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Adopt Report of the Trustee-Manager, For For Management Statement by the Trustee-Manager, Audited Financial Statements and Auditors' Reports 2 Approve Deloitte & Touche LLP as For For Management Auditors and Authorize the Board of the Trustee-Manager to Fix Their Remuneration 3 Approve Issuance of Equity or For Against Management Equity-Linked Securities with or without Preemptive Rights -------------------------------------------------------------------------------- ASKA PHARMACEUTICAL CO. Ticker: 4514 Security ID: J0326X104 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 7 2 Amend Articles to Indemnify Directors For For Management - Indemnify Statutory Auditors 3.1 Elect Director Yamaguchi, Takashi For Against Management 3.2 Elect Director Maruo, Atsushi For For Management 3.3 Elect Director Kato, Kazuhiko For For Management 3.4 Elect Director Kawahara, Masayuki For For Management 3.5 Elect Director Ueda, Eiji For For Management 3.6 Elect Director Yoshimura, Yasunori For For Management 4 Approve Retirement Bonus Payment for For Against Management Director -------------------------------------------------------------------------------- ASML HOLDING NV Ticker: ASML Security ID: N07059202 Meeting Date: APR 22, 2015 Meeting Type: Annual Record Date: MAR 25, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Discuss the Company's Business, None None Management Financial Situation and Sustainability 3 Discuss Remuneration Policy for None None Management Management Board Members 4 Adopt Financial Statements and For For Management Statutory Reports 5 Approve Discharge of Management Board For For Management 6 Approve Discharge of Supervisory Board For For Management 7 Receive Explanation on Company's None None Management Reserves and Dividend Policy 8 Approve Dividends of EUR 0.70 Per For For Management Ordinary Share 9 Approve Adjustments to the For For Management Remuneration Policy 10 Approve Performance Share Arrangement For For Management According to Remuneration Policy 11 Approve Number of Stock Options, For For Management Respectively Shares, for Employees 12 Discussion of Updated Supervisory None None Management Board Profile 13a Elect Annet Aris to Supervisory Board For For Management 13b Elect Gerard Kleisterlee to For For Management Supervisory Board 13c Elect Rolf-Dieter Schwalb to For For Management Supervisory Board 14 Discuss Vacancies on the Board Arising None None Management in 2016 15 Ratify KPMG as Auditors Re: Financial For For Management Year 2016 16a Grant Board Authority to Issue Shares For For Management Up To 5 Percent of Issued Capital 16b Authorize Board to Exclude Preemptive For For Management Rights from Share Issuances Re: Item 16a 16c Grant Board Authority to Issue Shares For For Management Up To 5 Percent in Case of Takeover/Merger 16d Authorize Board to Exclude Preemptive For For Management Rights from Share Issuances Re: Item 16c 17a Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 17b Authorize Additional Repurchase of Up For For Management to 10 Percent of Issued Share Capital 18 Authorize Cancellation of Repurchased For For Management Shares 19 Other Business (Non-Voting) None None Management 20 Close Meeting None None Management -------------------------------------------------------------------------------- ASTALDI SPA Ticker: AST Security ID: T0538F106 Meeting Date: JAN 29, 2015 Meeting Type: Special Record Date: JAN 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Two Directors (Bundled) For Against Management 1 Adopt Double Voting Rights for For Against Management Long-Term Registered Shareholders -------------------------------------------------------------------------------- ASTALDI SPA Ticker: AST Security ID: T0538F106 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: APR 14, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Allocation of Income For For Management 3.1 Slate Submitted by Fin.Ast. S.r.l. None Did Not Vote Shareholder 3.2 Slate Submitted by Institutional None For Shareholder Investors (Assogestioni) 4 Approve Internal Auditors' Remuneration For For Management 5 Authorize Share Repurchase Program and For Against Management Reissuance of Repurchased Shares 6 Approve Remuneration Report For Against Management -------------------------------------------------------------------------------- ASTELLAS PHARMA INC. Ticker: 4503 Security ID: J03393105 Meeting Date: JUN 17, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 16 2.1 Elect Director Nogimori, Masafumi For For Management 2.2 Elect Director Hatanaka, Yoshihiko For For Management 2.3 Elect Director Miyokawa, Yoshiro For For Management 2.4 Elect Director Kase, Yutaka For For Management 2.5 Elect Director Yasuda, Hironobu For For Management 2.6 Elect Director Okajima, Etsuko For For Management 2.7 Elect Director Aizawa, Yoshiharu For For Management 3 Appoint Statutory Auditor Kanamori, For For Management Hitoshi 4 Approve Annual Bonus Payment to For For Management Directors 5 Approve Equity Compensation Plan For For Management -------------------------------------------------------------------------------- ASTM S.P.A. Ticker: AT Security ID: T0510N101 Meeting Date: APR 15, 2015 Meeting Type: Annual Record Date: APR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Allocation of Income For For Management 3 Authorize Capitalization and For For Management Distribution of Reserves 4 Approve Remuneration Report For For Management 5 Authorize Share Repurchase Program and For Against Management Reissuance of Repurchased Shares -------------------------------------------------------------------------------- ASTRAZENECA PLC Ticker: AZN Security ID: G0593M107 Meeting Date: APR 24, 2015 Meeting Type: Annual Record Date: APR 22, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Dividends For For Management 3 Reappoint KPMG LLP as Auditors For For Management 4 Authorise Board to Fix Remuneration of For For Management Auditors 5(a) Re-elect Leif Johansson as Director For For Management 5(b) Re-elect Pascal Soriot as Director For For Management 5(c) Re-elect Marc Dunoyer as Director For For Management 5(d) Elect Cori Bargmann as Director For For Management 5(e) Re-elect Genevieve Berger as Director For For Management 5(f) Re-elect Bruce Burlington as Director For For Management 5(g) Re-elect Ann Cairns as Director For For Management 5(h) Re-elect Graham Chipchase as Director For For Management 5(i) Re-elect Jean-Philippe Courtois as For For Management Director 5(j) Re-elect Rudy Markham as Director For For Management 5(k) Re-elect Shriti Vadera as Director For For Management 5(l) Re-elect Marcus Wallenberg as Director For For Management 6 Approve Remuneration Report For Against Management 7 Authorise EU Political Donations and For For Management Expenditure 8 Authorise Issue of Equity with For For Management Pre-emptive Rights 9 Authorise Issue of Equity without For For Management Pre-emptive Rights 10 Authorise Market Purchase of Ordinary For For Management Shares 11 Authorise the Company to Call EGM with For For Management Two Weeks' Notice 12 Adopt New Articles of Association For For Management -------------------------------------------------------------------------------- AT & S AUSTRIA TECHNOLOGIE & SYSTEMTECHNIK AG Ticker: ATS Security ID: A05345110 Meeting Date: JUL 03, 2014 Meeting Type: Annual Record Date: JUN 23, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports (Non-Voting) 2 Approve Allocation of Income For For Management 3 Approve Discharge of Management Board For For Management 4 Approve Discharge of Supervisory Board For For Management 5 Approve Remuneration of Supervisory For For Management Board Members 6 Receive Report on Purchase of Treasury None None Management Share (Non-Voting) 7 Ratify Auditors For For Management 8 Elect Supervisory Board Member For For Management 9 Approve Creation of Capital Pool For Against Management without Preemptive Rights 10 Approve Issuance of Warrants/Bonds For Against Management with Warrants Attached/Convertible Bonds without Preemptive Rights ; Approve Creation of Capital Pool to Guarantee Conversion Rights -------------------------------------------------------------------------------- ATEA ASA Ticker: ATEA Security ID: R0728G106 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: APR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Chairman of Meeting For Did Not Vote Management 2 Designate Inspector(s) of Minutes of For Did Not Vote Management Meeting 3 Approve Notice of Meeting and Agenda For Did Not Vote Management 4 Receive President's Report None None Management 5 Accept Financial Statements and For Did Not Vote Management Statutory Reports 6 Approve Allocation of Income and For Did Not Vote Management Dividends of NOK 6.50 Per Share 7 Approve Remuneration of Auditors For Did Not Vote Management 8.1 Approve Remuneration of Chairman of For Did Not Vote Management the Board in the Amount of NOK 300,000 8.2 Approve Remuneration of For Did Not Vote Management Shareholder-Elected Directors in the Amount of NOK 150,000 8.3 Approve Remuneration of For Did Not Vote Management Employee-Elected Directors in the Amount of NOK 100,000 9 Approve Instructions for Nominating For Did Not Vote Management Committee 10 Reelect Karl Stang and Carl Wollebekk For Did Not Vote Management as Members of Nominating Committee; Approve remuneration of Nominating Committee 11 Elect Saloume Djoudat as Director For Did Not Vote Management 12.1 Approve Remuneration Policy And Other For Did Not Vote Management Terms of Employment For Executive Management 12.2 Approve Guidelines for Allotment of For Did Not Vote Management Shares/Options 13 Approve Company's Corporate Governance For Did Not Vote Management Statement 14 Approve Equity Plan Financing For Did Not Vote Management 15 Approve Creation of NOK 100 Million For Did Not Vote Management Pool of Capital without Preemptive Rights 16 Authorize Share Repurchase Program and For Did Not Vote Management Reissuance of Repurchased Shares -------------------------------------------------------------------------------- ATLAS COPCO AB Ticker: ATCO A Security ID: W10020118 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: APR 22, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting; Elect Chairman of Meeting For Did Not Vote Management 2 Prepare and Approve List of For Did Not Vote Management Shareholders 3 Approve Agenda of Meeting For Did Not Vote Management 4 Designate Inspector(s) of Minutes of For Did Not Vote Management Meeting 5 Acknowledge Proper Convening of Meeting For Did Not Vote Management 6 Receive Financial Statements and None None Management Statutory Reports 7 Receive President's Report; Allow None None Management Questions 8a Accept Financial Statements and For Did Not Vote Management Statutory Reports 8b Approve Discharge of Board and For Did Not Vote Management President 8c Approve Allocation of Income and For Did Not Vote Management Dividends of SEK 6.00 Per Share 8d Approve April 30, 2015 and October 30, For Did Not Vote Management 2015 as Record Dates for Dividend Payment 9 Determine Number of Directors (9) and For Did Not Vote Management Deputy Directors (0) of Board; Determine Number of Auditors (1) 10 Reelect Staffan Bohman, Johan For Did Not Vote Management Forssell, Ronnie Leten, Ulla Litzen, Gunilla Nordstrom, Hans Straberg (Chairman), Anders Ullberg, Peter Wallenberg Jr, and Margareth Ovrum as Directors; Ratify Deloitte as Auditors 11 Approve Remuneration of Directors in For Did Not Vote Management the Amount of SEK 1.9 Million for Chairman and SEK 600,000 for Other Directors; Approve Remuneration for Committee Work; Approve Remuneration of Auditors 12a Approve Remuneration Policy And Other For Did Not Vote Management Terms of Employment For Executive Management 12b Approve Performance-Related Personnel For Did Not Vote Management Option Plan for 2015 13a Acquire Class A Shares Related to For Did Not Vote Management Personnel Option Plan for 2015 13b Acquire Class A Shares Related to For Did Not Vote Management Remuneration in the Form of Synthetic Shares 13c Transfer Class A Shares Related to For Did Not Vote Management Personnel Option Plan for 2015 13d Sell Class A Shares to Cover Costs For Did Not Vote Management Related to Synthetic Shares to the Board 13e Sell Class A and B Shares to Cover For Did Not Vote Management Costs in Relation to the Performance Related Personnel Option Plans for 2010, 2011, and 2012 14 Approve 2:1 Stock Split; Approve SEK For Did Not Vote Management 393 Million Reduction in Share Capital via Share Cancellation; Approve Increase in Share Capital by way of a Bonus Issue 15 Amend Articles Re: General Meeting For Did Not Vote Management Locations 16 Close Meeting None None Management -------------------------------------------------------------------------------- ATLAS IRON LTD Ticker: AGO Security ID: Q0622U103 Meeting Date: OCT 29, 2014 Meeting Type: Annual Record Date: OCT 27, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve the Remuneration Report For For Management 2 Elect David Hannon as Director For For Management 3 Approve the Renewal of the For For Management Proportional Takeover Provisions 4 Approve the Employee Share Plan Rules For For Management 5 Approve the Long Term Incentive Plan For For Management Rules 6 Approve the Short Term Incentive For For Management Deferral Plan Rules 7 Approve the Issuance of Up to 730,785 For For Management Performance Rights and Up to 1.73 Million Share Appreciation Rights to Kenneth Edward Brinsden, Managing Director of the Company 8 Approve the Issuance of Up to 227,712 For For Management Performance Rights and Up to 539,726 Share Appreciation Rights to Mark David Hancock, Executive Director Commercial of the Company 9 Approve the Issuance of Up to 1.24 For For Management Million Performance Rights to Kenneth Edward Brinsden, Managing Director of the Company 10 Approve the Issuance of Up to 387,252 For For Management Performance Rights to Mark David Hancock, Executive Director Commercial of the Company -------------------------------------------------------------------------------- ATRIA OYJ Ticker: ATRAV Security ID: X4030J132 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: APR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Call the Meeting to Order None None Management 3 Designate Inspector or Shareholder For For Management Representative(s) of Minutes of Meeting 4 Acknowledge Proper Convening of Meeting For For Management 5 Prepare and Approve List of For For Management Shareholders 6 Receive Financial Statements and None None Management Statutory Reports 7 Accept Financial Statements and For For Management Statutory Reports 8 Approve Allocation of Income and For For Management Dividends of EUR 0.40 Per Share 9 Approve Discharge of Board and For For Management President 10 Approve Monthly Remuneration of For For Management Supervisory Board in the Amount of EUR 1,500 for Chairman and EUR 750 for Vice Chairman; Approve Meeting Fees 11 Fix Number of Supervisory Board For For Management Members at 20 12 Reelect Lassi-Antti Haarala, Jussi For For Management Hantula, Henrik Holm, Pasi Korhonen, Ari Lajunen, and Mika Niku as Members of the Supervisory Board; Elect Marja-Liisa Juuse as as New Member 13 Approve Monthly Remuneration of For For Management Directors in the Amount of EUR 4,400 for Chairman, EUR 2,200 for Vice Chairman, and EUR 1,700 for Other Directors; Approve Meeting Fees 14 Fix Number of Directors at Eight For For Management 15 Reelect Esa Kaarto, Kjell-Goran Paxal, For For Management and Harri Sivula as Directors 16 Approve Number of Auditors at One; For For Management Approve Remuneration of Auditors 17 Ratify PricewaterhouseCoopers as For For Management Auditors 18 Authorize Share Repurchase Program For For Management 19 Approve Issuance of up to 7 Million For Against Management Series A Shares without Preemptive Rights 20 Approve Charitable Donations of up to For For Management EUR 100,000 21 Close Meeting None None Management -------------------------------------------------------------------------------- AURUBIS AG Ticker: NDA Security ID: D10004105 Meeting Date: MAR 19, 2015 Meeting Type: Annual Record Date: FEB 25, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2013/2014 (Non-Voting) 2 Approve Allocation of Income and For For Management Dividends of EUR 1.00 per Share 3 Approve Discharge of Management Board For For Management for Fiscal 2013/2014 4 Approve Discharge of Supervisory Board For For Management for Fiscal 2013/2014 5 Ratify PricewaterhouseCoopers AG as For For Management Auditors for Fiscal 2014/2015 -------------------------------------------------------------------------------- AUSDRILL LTD. Ticker: ASL Security ID: Q0695U105 Meeting Date: OCT 31, 2014 Meeting Type: Annual Record Date: OCT 29, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve the Remuneration Report For For Management 2 Elect Donald James Argent as Director For For Management 3 Elect Mark Anthony Connelly as Director For Against Management -------------------------------------------------------------------------------- AUSTEVOLL SEAFOOD ASA Ticker: AUSS Security ID: R0814U100 Meeting Date: MAY 22, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Elect Chairman of Meeting For Did Not Vote Management 3 Designate Inspector(s) of Minutes of For Did Not Vote Management Meeting 4 Approve Notice of Meeting and Agenda For Did Not Vote Management 5 Accept Financial Statements and For Did Not Vote Management Statutory Reports; Approve Allocation of Income and Dividends of NOK 2.00 Per Share 6 Receive Company's Corporate Governance None None Management Statement 7a Approve Remuneration of Directors in For Did Not Vote Management the Amount of NOK 300,000 for Chairman and NOK 175,000 for Other Directors 7b Approve Remuneration of Nominating For Did Not Vote Management Committee in the Amount of NOK 25,000 for Each Member 7c Approve Remuneration of Audit Committee For Did Not Vote Management 7d Approve Remuneration of Auditors For Did Not Vote Management 8a Reelect Oddvar Skjegstad as Director For Did Not Vote Management 8b Reelect Inga Moldestad as Director For Did Not Vote Management 8c Reelect Siren Gronhaug as Director For Did Not Vote Management 8d Reelect Oddvar Skjegstad as Vice For Did Not Vote Management Chairman 9 Approve Creation of NOK 10.1 Million For Did Not Vote Management Pool of Capital without Preemptive Rights 10 Authorize Share Repurchase Program For Did Not Vote Management 11 Approve Remuneration Policy And Other For Did Not Vote Management Terms of Employment For Executive Management -------------------------------------------------------------------------------- AUSTRALIA AND NEW ZEALAND BANKING GROUP LTD. Ticker: ANZ Security ID: Q09504137 Meeting Date: DEC 18, 2014 Meeting Type: Annual Record Date: DEC 16, 2014 # Proposal Mgt Rec Vote Cast Sponsor 2 Approve the Remuneration Report For For Management 3 Approve the Grant of Performance For For Management Rights to Michael Smith, Chief Executive Officer of the Company 4a Elect D. M. Gonski as Director For For Management 4b Elect J. T. Macfarlane as Director For For Management 4c Elect I. R. Atlas as Director For For Management 5 Approve the Amendments to the Against Against Shareholder Australia and New Zealand Banking Group Ltd. Constitution -------------------------------------------------------------------------------- AUSTRALIAN INFRASTRUCTURE FUND LTD. Ticker: AIX Security ID: Q09994106 Meeting Date: JUL 07, 2014 Meeting Type: Special Record Date: JUL 05, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve the Terms of the Share For For Management Buy-Back Agreement 2 Approve the Issuance of 200 Million For For Management Shares to Wilson Foundation 3 Approve the Consolidation of Shares on For For Management a 220 for 1 basis 4 Approve the Issuance of Up to 500 For For Management Million New Shares and 500 Million New Options Under the Prospectus 5 Approve the Change in Nature and Scale For For Management of the Company's Activities 6 Approve the Change of Company Name to For For Management Future Generation Investment Fund Limited 7 Elect Geoff Wilson as Director For For Management -------------------------------------------------------------------------------- AVEVA GROUP PLC Ticker: AVV Security ID: G06812120 Meeting Date: JUL 14, 2014 Meeting Type: Annual Record Date: JUL 10, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For Abstain Management 3 Approve Remuneration Policy For For Management 4 Approve Final Dividend For For Management 5 Elect Jennifer Allerton as Director For For Management 6 Re-elect Philip Aiken as Director For For Management 7 Re-elect Richard Longdon as Director For For Management 8 Re-elect James Kidd as Director For For Management 9 Re-elect Jonathan Brooks as Director For For Management 10 Re-elect Philip Dayer as Director For For Management 11 Reappoint Ernst & Young LLP as Auditors For For Management 12 Authorise Board to Fix Remuneration of For For Management Auditors 13 Authorise Market Purchase of Ordinary For For Management Shares 14 Authorise Issue of Equity with For For Management Pre-emptive Rights 15 Authorise Issue of Equity without For For Management Pre-emptive Rights 16 Authorise the Company to Call EGM with For For Management Two Weeks' Notice 17 Approve Long Term Incentive Plan For For Management 18 Approve Increase in the Maximum For For Management Aggregate Fees Payable to Directors -------------------------------------------------------------------------------- AVIVA PLC Ticker: AV. Security ID: G0683Q109 Meeting Date: MAR 26, 2015 Meeting Type: Special Record Date: MAR 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Acquisition of Friends Life For For Management Group Limited 2 Authorise Issue of Shares Pursuant to For For Management the Acquisition -------------------------------------------------------------------------------- AVIVA PLC Ticker: AV. Security ID: G0683Q109 Meeting Date: APR 29, 2015 Meeting Type: Annual Record Date: APR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Remuneration Policy For For Management 4 Approve Final Dividend For For Management 5 Re-elect Glyn Barker as Director For For Management 6 Re-elect Patricia Cross as Director For For Management 7 Re-elect Michael Hawker as Director For For Management 8 Re-elect Michael Mire as Director For For Management 9 Re-elect Sir Adrian Montague as For For Management Director 10 Re-elect Bob Stein as Director For For Management 11 Re-elect Thomas Stoddard as Director For For Management 12 Re-elect Scott Wheway as Director For For Management 13 Re-elect Mark Wilson as Director For For Management 14 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors 15 Authorise the Audit Committee to Fix For For Management Remuneration of Auditors 16 Authorise EU Political Donations and For For Management Expenditure 17 Authorise Issue of Equity with For For Management Pre-emptive Rights 18 Authorise Issue of Equity without For For Management Pre-emptive Rights 19 Authorise Market Purchase of Ordinary For For Management Shares 20 Authorise Market Purchase of For For Management Preference Shares 21 Authorise Market Purchase of For For Management Preference Shares 22 Authorise the Company to Call EGM with For For Management Two Weeks' Notice 23 Authorise Issue of Sterling New For For Management Preference Shares with Pre-emptive Rights 24 Authorise Issue of Sterling New For For Management Preference Shares without Pre-emptive Rights 25 Authorise Issue of Additional Dollar For For Management Preference Shares with Pre-emptive Rights 26 Authorise Issue of Additional Dollar For For Management Preference Shares without Pre-emptive Rights 27 Authorise Allotment of Shares in For For Management Relation to Any Issue of Solvency II Compliant Tier 1 Instruments with Pre-emptive Rights 28 Authorise Allotment of Shares in For For Management Relation to Any Issue of Solvency II Compliant Tier 1 Instruments without Pre-emptive Rights 29 Adopt New Articles of Association For For Management -------------------------------------------------------------------------------- AXA Ticker: CS Security ID: F06106102 Meeting Date: APR 30, 2015 Meeting Type: Annual/Special Record Date: APR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 0.95 per Share 4 Advisory Vote on Compensation of Henri For For Management de Castries, Chairman and CEO 5 Advisory Vote on Compensation of Denis For For Management Duverne, Vice CEO 6 Approve Auditors' Special Report on For For Management Related-Party Transactions Mentioning the Absence of New Transactions 7 Reelect Jean Pierre Clamadieu as For For Management Director 8 Reelect Jean Martin Folz as Director For For Management 9 Approve Remuneration of Directors in For For Management the Aggregate Amount of EUR 1.65 Million 10 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 11 Authorize Capitalization of Reserves For For Management for Bonus Issue or Increase in Par Value 12 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 2 Billion 13 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 550 Million 14 Approve Issuance of Equity or For For Management Equity-Linked Securities for Private Placements up to Aggregate Nominal Amount of EUR 550 Million 15 Authorize Board to Set Issue Price for For For Management 10 Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights 16 Authorize Capital Increase of Up to For For Management EUR 550 Million for Future Exchange Offers 17 Authorize Capital Increase of up to 10 For For Management Percent of Issued Capital for Contributions in Kind 18 Authorize Issuance of Equity without For For Management Preemptive Rights upon Conversion of a Subsidiary's Equity-Linked Securities for Up to EUR 550 Million 19 Authorize Issuance of Equity with For For Management Preemptive Rights upon Conversion of a Subsidiary's Equity Linked Securities for Up to EUR 2 Billion 20 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 21 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans Reserved for Employees of International Subsidiaries 22 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 23 Amend Article 23 of Bylaws Re: Record For For Management Date 24 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- AXFOOD AB Ticker: AXFO Security ID: W1051R101 Meeting Date: MAR 18, 2015 Meeting Type: Annual Record Date: MAR 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Elect Chairman of Meeting For For Management 3 Prepare and Approve List of For For Management Shareholders 4 Approve Agenda of Meeting For For Management 5 Designate Inspector(s) of Minutes of For For Management Meeting 6 Acknowledge Proper Convening of Meeting For For Management 7 Receive Financial Statements and None None Management Statutory Reports 8 Receive President's Report None None Management 9 Accept Financial Statements and For For Management Statutory Reports 10 Approve Discharge of Board and For For Management President 11 Approve Allocation of Income and For For Management Dividends of SEK 17 Per Share 12 Receive Report from Nominating None None Management Committee 13 Determine Number of Directors (7) and For For Management Deputy Directors (0) of Board 14 Approve Remuneration of Directors in For For Management the Amount of SEK 560,000 for Chairman, SEK 410,000 for Vice Chairman, and SEK 325,000 for Other Directors; Approve Remuneration of Auditors 15 Reelect Fredrik Persson (Chairman), For For Management Antonia Johnson, Caroline Berg, Peggy Bruzelius, Lars Olofsson, and Odd Reitan as Directors; Elect Ann Carlsson as New Director 16 Approve Principles for the Designation For For Management of Nominating Committee 17 Approve Remuneration Policy And Other For Against Management Terms of Employment For Executive Management 18 Approve Employee Share Purchases in For For Management Subsidiaries 19 Amend Articles Re: Number of Shares; For For Management Participation at General Meeting 20 Approve 4:1 Stock Split For For Management 21 Close Meeting None None Management -------------------------------------------------------------------------------- B COMMUNICATIONS LTD. Ticker: BCOM Security ID: M15629104 Meeting Date: JUN 18, 2015 Meeting Type: Annual Record Date: MAY 11, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Reelect Shaul Elovitch as Director For For Management Until the End of the Next Annual General Meeting 1.2 Reelect Or Elovitch as Director Until For For Management the End of the Next Annual General Meeting 1.3 Reelect Benny Gabbay as Director Until For For Management the End of the Next Annual General Meeting 2 Approve Special Bonus to Doron For For Management Turgeman, CEO, for his Role in the Consummation of the Company's Offering 3 Ratify and Reappoint Somekh Chaikin as For For Management Auditors and Authorize Board to Fix Their Remuneration 4 Discuss Financial Statements and the None None Management Report of the Board for 2014 5 Transact Other Business (Non-Voting) None None Management A Vote FOR if you are a controlling None Against Management shareholder or have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager B5 If your holdings require approval by None Against Management the Prime Minister of Israel and the Israeli Minister of Communications as defined in the Communications Law and Communications Order vote FOR. Otherwise vote AGAINST. -------------------------------------------------------------------------------- B&B TOOLS AB Ticker: BBTO B Security ID: W14696111 Meeting Date: AUG 21, 2014 Meeting Type: Annual Record Date: AUG 15, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Elect Chairman of Meeting For For Management 3 Prepare and Approve List of For For Management Shareholders 4 Approve Agenda of Meeting For For Management 5 Designate Inspector(s) of Minutes of For For Management Meeting 6 Acknowledge Proper Convening of Meeting For For Management 7 Receive Financial Statements and None None Management Statutory Reports 8 Receive President's Report None None Management 9a Accept Financial Statements and For For Management Statutory Reports 9b Approve Allocation of Income and For For Management Dividends of SEK 3.50 Per Share 9c Approve Discharge of Board and For For Management President 10 Determine Number of Members (6) and For For Management Deputy Members (0) of Board 11 Approve Remuneration of Directors in For For Management the Aggregate Amount of SEK 1.88 Million; Approve Remuneration of Auditors 12 Reelect Roger Bergqvist, Anders For For Management Borjesson (Chair, Charlotte Hansson, Tom Hedelius, and Joakim Rubin as Directors; Elect Gunilla Spongh as New Director 13 Ratify KPMG as Auditors For For Management 14 Approve Remuneration Policy And Other For For Management Terms of Employment For Executive Management 15 Approve Stock Option Plan For For Management 16 Other Business None None Management 17 Close Meeting None None Management -------------------------------------------------------------------------------- BALFOUR BEATTY PLC Ticker: BBY Security ID: G3224V108 Meeting Date: OCT 28, 2014 Meeting Type: Special Record Date: OCT 26, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Sale of Parsons Brinckerhoff For For Management Target Group -------------------------------------------------------------------------------- BALFOUR BEATTY PLC Ticker: BBY Security ID: G3224V108 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAY 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For Against Management 3 Elect Philip Aiken as Director For For Management 4 Re-elect Robert Amen as Director For For Management 5 Elect Stuart Doughty as Director For For Management 6 Re-elect Iain Ferguson as Director For For Management 7 Re-elect Maureen Kempston Darkes as For For Management Director 8 Elect Leo Quinn as Director For For Management 9 Re-elect Graham Roberts as Director For For Management 10 Reappoint Deloitte LLP as Auditors For For Management 11 Authorise Board to Fix Remuneration of For For Management Auditors 12 Authorise EU Political Donations and For For Management Expenditure 13 Authorise Issue of Equity with For For Management Pre-emptive Rights 14 Authorise Issue of Equity without For For Management Pre-emptive Rights 15 Authorise Market Purchase of Ordinary For For Management and Preference Shares 16 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- BANCA CARIGE SPA Ticker: CRG Security ID: T0881N128 Meeting Date: APR 23, 2015 Meeting Type: Annual/Special Record Date: APR 14, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements, For For Management Statutory Reports, and Allocation of Income 2 Receive Consolidated Financial None None Management Statements and Statutory Reports (Non-Voting) 3 Appoint Internal Statutory Auditors For Against Management 4 Approve Remuneration Report For For Management 1 Approve Capital Increase with For For Management Preemptive Rights 2 Approve Share Consolidation For For Management 3 Approve Issuance of Shares for a For For Management Private Placement 4 Amend Company Bylaws For For Management -------------------------------------------------------------------------------- BANCA IFIS S.P.A. Ticker: IF Security ID: T5304L153 Meeting Date: APR 08, 2015 Meeting Type: Annual/Special Record Date: MAR 26, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements, For For Management Statutory Reports, and Allocation of Income 2 Approve Remuneration Report For For Management 3 Authorize Share Repurchase Program and For For Management Reissuance of Repurchased Shares 1 Amend Company Bylaws For For Management -------------------------------------------------------------------------------- BANCA POPOLARE DI SONDRIO Ticker: BPSO Security ID: T1549L116 Meeting Date: APR 17, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements, For Did Not Vote Management Statutory Reports, and Allocation of Income 2 Authorize Share Repurchase Program and For Did Not Vote Management Reissuance of Repurchased Shares 3 Approve Remuneration Report in For Did Not Vote Management Compliance with Guidelines Issued by Italian Central Bank 4 Approve Remuneration Report in For Did Not Vote Management Compliance with Italian Finance Code (TUF) 5 Approve Remuneration of Directors For Did Not Vote Management 6 Elect Directors (Bundled) None Did Not Vote Shareholder 7 Elect Internal Auditors (Bundled) None Did Not Vote Shareholder -------------------------------------------------------------------------------- BANCO BILBAO VIZCAYA ARGENTARIA, S.A. Ticker: BBVA Security ID: E11805103 Meeting Date: MAR 12, 2015 Meeting Type: Annual Record Date: MAR 08, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Approve Consolidated and Standalone For For Management Financial Statements 1.2 Approve Allocation of Income and For For Management Dividends 1.3 Approve Discharge of Board For For Management 2.1 Reelect Jose Antonio Fernandez Rivero For For Management as Director 2.2 Reelect Belen Garijo Lopez as Director For For Management 2.3 Reelect Jose Maldonado Ramos as For For Management Director 2.4 Reelect Juan Pi Llorens as Director For For Management 2.5 Elect Jose Miguel Andres Torrecillas For For Management as Director 3 Authorize Issuance of Non-Convertible For For Management Bonds/Debentures and/or Other Debt Securities up to EUR 250 Billion 4.1 Authorize Capitalization of Reserves For For Management for Scrip Dividends 4.2 Authorize Capitalization of Reserves For For Management for Scrip Dividends 4.3 Authorize Capitalization of Reserves For For Management for Scrip Dividends 4.4 Authorize Capitalization of Reserves For For Management for Scrip Dividends 5.1 Amend Articles Re: General Meetings For Against Management 5.2 Add Article 39 bis and Amend Articles For For Management Re: Board Related 5.3 Amend Article 48 Re: Audit Committee For For Management 6 Amend Articles of General Meeting For Against Management Regulations 7 Approve Remuneration Policy For For Management 8 Fix Maximum Variable Compensation Ratio For For Management 9 Renew Appointment of Deloitte as For For Management Auditor 10 Authorize Board to Ratify and Execute For For Management Approved Resolutions 11 Advisory Vote on Remuneration Policy For For Management Report -------------------------------------------------------------------------------- BANCO SANTANDER S.A. Ticker: SAN Security ID: E19790109 Meeting Date: MAR 26, 2015 Meeting Type: Annual Record Date: MAR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.A Approve Consolidated and Standalone For For Management Financial Statements 1.B Approve Discharge of Board For For Management 2 Approve Allocation of Income and For For Management Dividends 3.A Ratify Appointment of and Elect Carlos For For Management Fernandez Gonzalez as Director 3.B Reelect Sol Daurella Comadran as For For Management Director 3.C Reelect Bruce Carnegie-Brown as For For Management Director 3.D Reelect Jose Antonio Alvarez Alvarez For For Management as Director 3.E Reelect Juan Rodriguez Inciarte as For For Management Director 3.F Reelect Matias Rodriguez Inciarte as For For Management Director 3.G Reelect Juan Miguel Villar Mir as For For Management Director 3.H Reelect Guillermo de la Dehesa Romero For For Management as Director 4 Renew Appointment of Deloitte as For For Management Auditor 5.A Amend Articles Re: Competence of For For Management General Shareholders Meeting 5.B Amend Articles Re: Board of Directors For For Management 5.C Amend Articles Re: Annual Corporate For For Management Governance Report and Corporate Website 5.D Amend Articles Re: Financial For For Management Statements and Distribution of Results 6.A Amend Articles of General Meeting For For Management Regulations Re: Powers, Call and Preparation 6.B Amend Articles of General Meeting For For Management Regulations Re: Development of General Meeting 7 Approve Capital Raising For For Management 8 Authorize Increase in Capital up to 50 For For Management Percent via Issuance of New Shares, Excluding Preemptive Rights of up to 20 Percent 9.A Authorize Capitalization of Reserves For For Management for Scrip Dividends 9.B Authorize Capitalization of Reserves For For Management for Scrip Dividends 10.A Authorize Issuance of Convertible For For Management Bonds, Debentures, Warrants, and Other Debt Securities without Preemptive Rights up to EUR 10 Billion 10.B Authorize Issuance of Non-Convertible For For Management Debt Securities up to EUR 50 Billion 11 Approve Remuneration Policy For For Management 12 Approve Remuneration of Directors For For Management 13 Fix Maximum Variable Compensation Ratio For For Management 14.A Approve Deferred Share Bonus Plan For For Management 14.B Approve Performance Shares Plan For For Management 14.C Approve Employee Stock Purchase Plan For For Management 15 Authorize Board to Ratify and Execute For For Management Approved Resolutions 16 Advisory Vote on Remuneration Policy For For Management Report -------------------------------------------------------------------------------- BANDO CHEMICAL INDUSTRIES LTD. Ticker: 5195 Security ID: J03780129 Meeting Date: JUN 23, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 5 2.1 Elect Director Yoshii, Mitsutaka For Against Management 2.2 Elect Director Tamagaki, Yoshihisa For For Management 2.3 Elect Director Nakamura, Kyosuke For For Management 2.4 Elect Director Kashiwada, Shinji For For Management 2.5 Elect Director Kato, Yutaka For For Management 2.6 Elect Director Shigematsu, Takashi For For Management 3 Appoint Statutory Auditor Kii, Hiroshi For Against Management -------------------------------------------------------------------------------- BANK OF NAGOYA LTD. Ticker: 8522 Security ID: J47442108 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 3.5 2 Elect Director Asami, Shunji For For Management 3.1 Appoint Statutory Auditor Asano, For For Management Haruhiko 3.2 Appoint Statutory Auditor Sugiura, For For Management Masaki -------------------------------------------------------------------------------- BANK OF QUEENSLAND LTD Ticker: BOQ Security ID: Q12764116 Meeting Date: NOV 27, 2014 Meeting Type: Annual Record Date: NOV 25, 2014 # Proposal Mgt Rec Vote Cast Sponsor 2a Elect Roger Davis as Director For For Management 2b Elect Michelle Tredenick as Director For For Management 2c Elect Bruce Carter as Director For For Management 2d Elect Margaret Seale as Director For For Management 3 Approve the Award Rights Plan For For Management 4 Approve the Remuneration Report For For Management -------------------------------------------------------------------------------- BANK OF SAGA LTD. Ticker: 8395 Security ID: J04116109 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 4 2.1 Elect Director Jinnochi, Yoshihiro For Against Management 2.2 Elect Director Furukawa, Mitsunori For For Management 2.3 Elect Director Akiba, Kunihiko For For Management 2.4 Elect Director Ueno, Akihisa For For Management 2.5 Elect Director Sakai, Hideaki For For Management 2.6 Elect Director Imaizumi, Sunao For For Management 2.7 Elect Director Tashiro, Akira For For Management 2.8 Elect Director Nihei, Tomio For For Management 2.9 Elect Director Kimura, Tsutomu For For Management 2.10 Elect Director Furutachi, Naoto For For Management 3 Appoint Statutory Auditor Onizaki, For For Management Akinobu -------------------------------------------------------------------------------- BARCLAYS PLC Ticker: BARC Security ID: G08036124 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: APR 21, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Elect Crawford Gillies as Director For For Management 4 Elect John McFarlane as Director For For Management 5 Re-elect Mike Ashley as Director For For Management 6 Re-elect Tim Breedon as Director For For Management 7 Re-elect Reuben Jeffery III as Director For For Management 8 Re-elect Antony Jenkins as Director For For Management 9 Re-elect Wendy Lucas-Bull as Director For For Management 10 Re-elect Tushar Morzaria as Director For For Management 11 Re-elect Dambisa Moyo as Director For For Management 12 Re-elect Frits van Paasschen as For For Management Director 13 Re-elect Sir Michael Rake as Director For For Management 14 Re-elect Steve Thieke as Director For For Management 15 Re-elect Diane de Saint Victor as For For Management Director 16 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors 17 Authorise Board to Fix Remuneration of For For Management Auditors 18 Authorise EU Political Donations and For For Management Expenditure 19 Authorise Issue of Equity with For For Management Pre-emptive Rights 20 Authorise Issue of Equity without For For Management Pre-emptive Rights 21 Authorise Issue of Equity with For For Management Pre-emptive Rights in Relation to the Issuance of Contingent Equity Conversion Notes 22 Authorise Issue of Equity without For For Management Pre-emptive Rights in Relation to the Issuance of Contingent Equity Conversion Notes 23 Authorise Market Purchase of Ordinary For For Management Shares 24 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- BARCO Ticker: BAR Security ID: B0833F107 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: APR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Directors' and Auditors' None None Management Reports (Non-Voting) 2 Approve Financial Statements, For For Management Allocation of Income, and Dividends of EUR 1.60 per Share 3 Receive Consolidated Financial None None Management Statements 4 Approve Remuneration Report For For Management 5 Approve Discharge of Directors For For Management 6 Approve Discharge of Auditors For For Management 7.1 Elect Charles Beauduin to Replace For For Management Herman Daems as Director 7.2 Elect Lumis NV, Represented by Lux For For Management Missorten, as Independent Director 8.1 Acknowledge Increase in Board Size For For Management from 9 to 10 Directors 8.2 Reelect Vision BVBA, Represented by For For Management Antoon De Proft as Independent Director 8.3 Elect Frank Donck as Independent For Against Management Director 9 Approve Remuneration of Directors For For Management 10 Approve Stock Option Plans 2014 Re: For For Management Opties Barco 07 Personeel Europa 2014, Opties Barco 07 Personeel Buitenland 2014 11 Approve Stock Option Plans 2015 Re: For For Management Opties Barco 08- CEO 2015, Opties Barco 08- Personeel Europa 2015, Opties Barco 08- Personeel Buitenland 2015 12 Acknowledgement of Proposal of Audit None None Management Committee Concerning Renewal of Mandate of Auditor 13 Reappoint Ernst & Young as Auditors For For Management -------------------------------------------------------------------------------- BARRATT DEVELOPMENTS PLC Ticker: BDEV Security ID: G08288105 Meeting Date: NOV 12, 2014 Meeting Type: Annual Record Date: NOV 10, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Policy For For Management 3 Approve Remuneration Report For For Management 4 Approve Final Dividend For For Management 5 Elect John Allan as Director For For Management 6 Re-elect Mark Clare as Director For For Management 7 Re-elect David Thomas as Director For For Management 8 Re-elect Steven Boyes as Director For For Management 9 Re-elect Mark Rolfe as Director For For Management 10 Re-elect Richard Akers as Director For For Management 11 Re-elect Tessa Bamford as Director For For Management 12 Re-elect Nina Bibby as Director For For Management 13 Reappoint Deloitte LLP as Auditors For For Management 14 Authorise Board to Fix Remuneration of For For Management Auditors 15 Approve EU Political Donations and For For Management Expenditure 16 Approve Increase in the Limit of Fees For For Management Payable to Directors 17 Authorise Issue of Equity with For For Management Pre-emptive Rights 18 Authorise Issue of Equity without For For Management Pre-emptive Rights 19 Authorise Market Purchase of Ordinary For For Management Shares 20 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- BARRY CALLEBAUT AG Ticker: BARN Security ID: H05072105 Meeting Date: DEC 10, 2014 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports (Non-Voting) 2 Receive Auditor's Report (Non-Voting) None None Management 3.1 Accept Annual Report For For Management 3.2 Approve Remuneration Report For Against Management 3.3 Accept Group and Parent Company For For Management Financial Statements 4.1 Approve Transfer of CHF 85.1 Million For For Management from Capital Contribution Reserves to Free Reserves 4.2 Approve Dividends of CHF 15.50 per For For Management Share 4.3 Approve Allocation of Income For For Management 5 Approve Discharge of Board and Senior For For Management Management 6 Amend Articles Re: Ordinance Against For For Management Excessive Remuneration at Listed Companies 7.1.1 Reelect Walther Andreas Jacobs as For For Management Director 7.1.2 Reelect Andreas Schmid as Director For For Management 7.1.3 Reelect Fernando Aguirre as Director For For Management 7.1.4 Reelect Jakob Baer as Director For For Management 7.1.5 Reelect James Lloyd Donald as Director For For Management 7.1.6 Reelect Nicolas Jacobs as Director For For Management 7.1.7 Reelect Timothy E. Minges as Director For For Management 7.1.8 Elect Juergen B. Steinemann as Director For For Management 7.1.9 Elect Wai Ling Liu as Director For For Management 7.2 Elect Walther Andreas Jacobs as Board For For Management Chairman 7.3.1 Appoint James Lloyd Donald as Member For For Management of the Compensation Committee 7.3.2 Appoint Fernando Aguirre as Member of For For Management the Compensation Committee 7.3.3 Appoint Nicolas Jacobs as Member of For For Management the Compensation Committee 7.3.4 Appoint Wai Ling Liu as Member of the For For Management Compensation Committee 7.4 Designate Andreas G. Keller as For For Management Independent Proxy 7.5 Ratify KPMG AG as Auditors For For Management 8 Transact Other Business (Voting) For Against Management -------------------------------------------------------------------------------- BASF SE Ticker: BAS Security ID: D06216317 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 2 Approve Allocation of Income and For Did Not Vote Management Dividends of EUR 2.80 per Share 3 Approve Discharge of Supervisory Board For Did Not Vote Management for Fiscal 2014 4 Approve Discharge of Management Board For Did Not Vote Management for Fiscal 2014 5 Ratify KPMG AG as Auditors for Fiscal For Did Not Vote Management 2015 -------------------------------------------------------------------------------- BAYER AG Ticker: BAYN Security ID: D0712D163 Meeting Date: MAY 27, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and For Did Not Vote Management Statutory Reports; Approve Allocation of Income and Dividends of EUR 2.25 per Share for Fiscal 2014 2 Approve Discharge of Management Board For Did Not Vote Management for Fiscal 2014 3 Approve Discharge of Supervisory Board For Did Not Vote Management for Fiscal 2014 4 Elect Otmar Wiestler to the For Did Not Vote Management Supervisory Board 5 Amend Corporate Purpose For Did Not Vote Management 6 Ratify PricewaterhouseCoopers AG as For Did Not Vote Management Auditors for Fiscal 2015 -------------------------------------------------------------------------------- BAYER AG Ticker: BAYN Security ID: D0712D163 Meeting Date: MAY 27, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and For For Management Statutory Reports; Approve Allocation of Income and Dividends of EUR 2.25 per Share for Fiscal 2014 2 Approve Discharge of Management Board For For Management for Fiscal 2014 3 Approve Discharge of Supervisory Board For For Management for Fiscal 2014 4 Elect Otmar Wiestler to the For For Management Supervisory Board 5 Amend Corporate Purpose For For Management 6 Ratify PricewaterhouseCoopers AG as For For Management Auditors for Fiscal 2015 -------------------------------------------------------------------------------- BAYTEX ENERGY CORP. Ticker: BTE Security ID: 07317Q105 Meeting Date: MAY 12, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Fix Number of Directors at Nine For For Management 2.1 Elect Director James L. Bowzer For For Management 2.2 Elect Director John A. Brussa For For Management 2.3 Elect Director Raymond T. Chan For For Management 2.4 Elect Director Edward Chwyl For For Management 2.5 Elect Director Naveen Dargan For For Management 2.6 Elect Director R.E.T. (Rusty) Goepel For For Management 2.7 Elect Director Gregory K. Melchin For For Management 2.8 Elect Director Mary Ellen Peters For For Management 2.9 Elect Director Dale O. Shwed For For Management 3 Approve Deloitte LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration 4 Advisory Vote on Executive For For Management Compensation Approach -------------------------------------------------------------------------------- BBA AVIATION PLC Ticker: BBA Security ID: G08932165 Meeting Date: MAY 08, 2015 Meeting Type: Annual Record Date: MAY 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3 Elect Mike Powell as Director For For Management 4 Re-elect Sir Nigel Rudd as Director For For Management 5 Re-elect Wayne Edmunds as Director For For Management 6 Re-elect Susan Kilsby as Director For For Management 7 Re-elect Nick Land as Director For For Management 8 Re-elect Simon Pryce as Director For For Management 9 Re-elect Peter Ratcliffe as Director For For Management 10 Reappoint Deloitte LLP as Auditors For For Management 11 Authorise Board to Fix Remuneration of For For Management Auditors 12 Approve Remuneration Report For Against Management 13 Approve Remuneration Policy For For Management 14 Approve 2015 Deferred Stock Plan For For Management 15 Approve 2015 Long-Term Incentive Plan For For Management 16 Approve 2015 Executive Share Option For For Management Plan 17 Authorise Issue of Equity with For For Management Pre-emptive Rights 18 Authorise Issue of Equity without For For Management Pre-emptive Rights 19 Authorise Market Purchase of Ordinary For For Management Shares 20 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- BC IRON LTD. Ticker: BCI Security ID: Q1387K108 Meeting Date: NOV 19, 2014 Meeting Type: Annual Record Date: NOV 17, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve the Remuneration Report For For Management 2 Elect Anthony Kiernan as Director For For Management 3 Elect Malcolm McComas as Director For For Management 4 Elect Peter Wilshaw as Director For For Management 5 Elect Brian O'Donnell as Director For For Management 6 **Withdrawn Resolution** Elect Alwyn None None Management Vorster as Director 7 Approve the Grant of Up to 175,000 For For Management Performance Rights to Morgan Ball, Managing Director of the Company 8 Approve the Increase in Maximum For For Management Aggregate Remuneration of Non-Executive Directors -------------------------------------------------------------------------------- BE SEMICONDUCTOR INDUSTRIES NV Ticker: BESI Security ID: N13107128 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: APR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Receive Report of Management Board None None Management (Non-Voting) 3a Discuss Remuneration Report None None Management 3b Approve Remuneration Report Containing For For Management Remuneration Policy for Management Board Members 4 Adopt Financial Statements and For For Management Statutory Reports 5a Receive Explanation on Company's None None Management Reserves and Dividend Policy 5b Approve Dividends of EUR 1.50 Per Share For For Management 6a Approve Discharge of Management Board For For Management 6b Approve Discharge of Supervisory Board For For Management 7a Reelect Douglas J. Dunn to Supervisory For For Management Board 7b Elect Kin Wah Loh to Supervisory Board For For Management 8a Reduce Par Value per Share From EUR 0. For For Management 91 to EUR 0.90 8b Amend Articles to Reflect Changes in For For Management Capital Re: item 8a 9 Grant Board Authority to Issue Shares For For Management Up To 10 Percent of Issued Capital and Authorize Board to Exclude Preemptive Rights from Share Issuances 10 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 11 Ratify Deloitte Accountants B.V. as For For Management Auditors 12 Other Business (Non-Voting) None None Management 13 Close Meeting None None Management -------------------------------------------------------------------------------- BEACH ENERGY LIMITED Ticker: BPT Security ID: Q13921103 Meeting Date: NOV 27, 2014 Meeting Type: Annual Record Date: NOV 25, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve the Remuneration Report For For Management 2 Elect Glenn Stuart Davis as Director For For Management 3 Elect Belinda Charlotte Robinson as For For Management Director 4 Approve the Grant of Up to 211,559 For For Management Performance Rights to R G Nelson, Managing Director of the Company 5 Approve the Giving of a Retirement For For Management Benefit to R G Nelson, Managing Director of the Company 6 Approve the Increase in Maximum None For Management Aggregate Remuneration of Non-Executive Directors 7 Appoint KPMG as Auditor of the Company For For Management -------------------------------------------------------------------------------- BELLWAY PLC Ticker: BWY Security ID: G09744155 Meeting Date: DEC 12, 2014 Meeting Type: Annual Record Date: DEC 10, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Policy For For Management 3 Approve Remuneration Report For For Management 4 Approve Final Dividend For For Management 5 Re-elect John Watson as Director For For Management 6 Re-elect Ted Ayres as Director For For Management 7 Re-elect Keith Adey as Director For For Management 8 Re-elect Mike Toms as Director For For Management 9 Re-elect John Cuthbert as Director For For Management 10 Re-elect Paul Hampden Smith as Director For For Management 11 Re-elect Denise Jagger as Director For For Management 12 Reappoint KPMG LLP as Auditors For For Management 13 Authorise Board to Fix Remuneration of For For Management Auditors 14 Approve Employee Share Option Scheme For For Management 15 Authorise Issue of Equity with For For Management Pre-emptive Rights 16 Authorise Issue of Equity without For For Management Pre-emptive Rights 17 Authorise Market Purchase of Ordinary For For Management Shares 18 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- BENTHAM IMF LIMITED Ticker: IMF Security ID: Q48580114 Meeting Date: NOV 14, 2014 Meeting Type: Annual Record Date: NOV 12, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve the Remuneration Report For Against Management 2 Elect Clive Bowman as Director For Against Management 3 Elect Michael Bowen as Director For Against Management 4 Elect Wendy McCarthy as Director For For Management 5 Approve the Change of Company Name to For For Management IMF Bentham Limited -------------------------------------------------------------------------------- BEZEQ THE ISRAELI TELECOMMUNICATION CORP. LTD. Ticker: BEZQ Security ID: M2012Q100 Meeting Date: MAR 16, 2015 Meeting Type: Special Record Date: FEB 11, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Amendment to Compensation For For Management Policy for the Directors and Officers of the Company 2 Approve Criteria for Performance Based For For Management Bonus for the CEO A Vote FOR if you are a controlling None Against Management shareholder or have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager B2 If you are a Senior Officer as defined None Against Management in Section 37(D) of the Securities Law, 1968, vote FOR. Otherwise, vote against. B3 If you are an Institutional Investor None For Management as defined in Regulation 1 of the Supervision Financial Services Regulations 2009 or a Manager of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994, vote FOR. Otherwise, vote against. -------------------------------------------------------------------------------- BEZEQ THE ISRAELI TELECOMMUNICATION CORP. LTD. Ticker: BEZQ Security ID: M2012Q100 Meeting Date: MAR 23, 2015 Meeting Type: Special Record Date: FEB 22, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Receipt of Conditions Put For For Management Forward by the Antitrust Commissioner Regarding the Merger 2 Approve Agreement with Eurocom D.B.S. For For Management Ltd., Indirect Controlling Shareholder, for the Purchase of the Remainder of Shares in D.B.S. Satellite Services (1998) Ltd., in Which the Company Currently Holds 49. 78 Percent of Outstanding Shares A Vote FOR if you are a controlling None Against Management shareholder or have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager B1 If you are an Interest Holder as None Against Management defined in Section 1 of the Securities Law, 1968, vote FOR. Otherwise, vote against. B2 If you are a Senior Officer as defined None Against Management in Section 37(D) of the Securities Law, 1968, vote FOR. Otherwise, vote against. B3 If you are an Institutional Investor None For Management as defined in Regulation 1 of the Supervision Financial Services Regulations 2009 or a Manager of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994, vote FOR. Otherwise, vote against. B5 If at the record date you were holding None Against Management D.B.S. Satellite Services (1998) Ltd's bonds, crediting value of which exceeds the share-based value of your holdings in the company's shares, vote FOR. Otherwise, vote against. -------------------------------------------------------------------------------- BEZEQ THE ISRAELI TELECOMMUNICATION CORP. LTD. Ticker: BEZQ Security ID: M2012Q100 Meeting Date: MAY 06, 2015 Meeting Type: Annual/Special Record Date: APR 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Discuss Financial Statements and the None None Management Report of the Board for 2014 2 Approve Dividend of NIS 0.3074863 (USD For For Management 0.07811) Per Share 3.1 Reelect Shaul Elovitch as Director For For Management Until the End of the Next Annual General Meeting 3.2 Reelect Or Elovitch as Director Until For For Management the End of the Next Annual General Meeting 3.3 Reelect Orna Elovitch Peled as For For Management Director Until the End of the Next Annual General Meeting 3.4 Reelect Amikam Shorer as Director For For Management Until the End of the Next Annual General Meeting 3.5 Reelect Rami Nomkin as Director Until For For Management the End of the Next Annual General Meeting 3.6 Reelect Eldad Ben-Moshe as Director For For Management Until the End of the Next Annual General Meeting 3.7 Reelect Joshua Rosensweig as Director For For Management Until the End of the Next Annual General Meeting 4 Reappoint Somekh Chaikin as Auditors For For Management and Authorize Board to Fix Their Remuneration A Vote FOR if you are a controlling None Against Management shareholder or have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager -------------------------------------------------------------------------------- BG GROUP PLC Ticker: BG. Security ID: G1245Z108 Meeting Date: MAY 05, 2015 Meeting Type: Annual Record Date: APR 30, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Final Dividend For For Management 4 Elect Helge Lund as Director For For Management 5 Re-elect Vivienne Cox as Director For For Management 6 Re-elect Pam Daley as Director For For Management 7 Re-elect Martin Ferguson as Director For For Management 8 Re-elect Andrew Gould as Director For For Management 9 Re-elect Baroness Hogg as Director For For Management 10 Re-elect Sir John Hood as Director For For Management 11 Re-elect Caio Koch-Weser as Director For For Management 12 Re-elect Lim Haw-Kuang as Director For For Management 13 Re-elect Simon Lowth as Director For For Management 14 Re-elect Sir David Manning as Director For For Management 15 Re-elect Mark Seligman as Director For For Management 16 Re-elect Patrick Thomas as Director For For Management 17 Reappoint Ernst & Young LLP as Auditors For For Management 18 Authorise the Audit Committee to Fix For For Management Remuneration of Auditors 19 Authorise EU Political Donations and For For Management Expenditure 20 Authorise Issue of Equity with For For Management Pre-emptive Rights 21 Authorise Issue of Equity without For For Management Pre-emptive Rights 22 Authorise Market Purchase of Ordinary For For Management Shares 23 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- BHP BILLITON PLC Ticker: BLT Security ID: G10877101 Meeting Date: OCT 23, 2014 Meeting Type: Annual Record Date: OCT 21, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Reappoint KPMG LLP as Auditors For For Management 3 Authorise the Risk and Audit Committee For For Management to Fix Remuneration of Auditors 4 Authorise Issue of Equity with For For Management Pre-emptive Rights 5 Authorise Issue of Equity without For For Management Pre-emptive Rights 6 Authorise Market Purchase of Ordinary For For Management Shares 7 Approve Remuneration Policy For For Management 8 Approve Remuneration Report for UK Law For For Management Purposes 9 Approve Remuneration Report for For For Management Australian Law Purposes 10 Approve Leaving Entitlements For For Management 11 Approve Grant of Awards under the For For Management Group's Short and Long Term Incentive Plans to Andrew Mackenzie 12 Elect Malcolm Brinded as Director For For Management 13 Re-elect Malcolm Broomhead as Director For For Management 14 Re-elect Sir John Buchanan as Director For For Management 15 Re-elect Carlos Cordeiro as Director For For Management 16 Re-elect Pat Davies as Director For For Management 17 Re-elect Carolyn Hewson as Director For For Management 18 Re-elect Andrew Mackenzie as Director For For Management 19 Re-elect Lindsay Maxsted as Director For For Management 20 Re-elect Wayne Murdy as Director For For Management 21 Re-elect Keith Rumble as Director For For Management 22 Re-elect John Schubert as Director For For Management 23 Re-elect Shriti Vadera as Director For For Management 24 Re-elect Jac Nasser as Director For For Management 25 Elect Ian Dunlop, a Shareholder Against Against Shareholder Nominee to the Board -------------------------------------------------------------------------------- BHP BILLITON PLC Ticker: BLT Security ID: G10877101 Meeting Date: MAY 06, 2015 Meeting Type: Special Record Date: MAY 04, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Demerger of South32 from BHP For For Management Billiton -------------------------------------------------------------------------------- BILFINGER SE Ticker: GBF Security ID: D11648108 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: APR 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2014 (Non-Voting) 2 Approve Allocation of Income and For For Management Dividends of EUR 2.00 per Share 3 Approve Discharge of Management Board For For Management for Fiscal 2014 4 Approve Discharge of Supervisory Board For For Management for Fiscal 2014 5 Ratify Ernst & Young GmbH as Auditors For For Management for Fiscal 2015 6.1 Elect Eckhard Cordes to the For Against Management Supervisory Board 6.2 Elect Hans Peter Ring to the For For Management Supervisory Board 7 Approve Remuneration System for For For Management Management Board Members 8 Authorize Share Repurchase Program and For For Management Reissuance or Cancellation of Repurchased Shares -------------------------------------------------------------------------------- BILIA AB Ticker: BILI A Security ID: W1600Y102 Meeting Date: DEC 05, 2014 Meeting Type: Special Record Date: NOV 28, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Elect Chairman of Meeting For For Management 3 Prepare and Approve List of For For Management Shareholders 4 Approve Agenda of Meeting For For Management 5 Designate Inspector(s) of Minutes of For For Management Meeting 6 Acknowledge Proper Convening of Meeting For For Management 7 Determine Number of Members and Deputy For For Management Members of Board 8 Approve Remuneration of Directors For Against Management 9 Elect Directors For Against Management 10 Other Business None None Management 11 Close Meeting None None Management -------------------------------------------------------------------------------- BILIA AB Ticker: BILI A Security ID: W1600Y102 Meeting Date: APR 14, 2015 Meeting Type: Annual Record Date: APR 08, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Elect Chairman of Meeting For For Management 3 Prepare and Approve List of For For Management Shareholders 4 Approve Agenda of Meeting For For Management 5 Designate Inspector(s) of Minutes of For For Management Meeting 6 Acknowledge Proper Convening of Meeting For For Management 7 Receive President's Report None None Management 8 Receive Financial Statements and None None Management Statutory Reports 9 Accept Financial Statements and For For Management Statutory Reports 10 Approve Allocation of Income and For For Management Dividends of SEK 12.00 Per Share 11 Approve Discharge of Board and For For Management President 12 Determine Number of Directors (10) and For For Management Deputy Directors (0) of Board 13 Approve Remuneration of Directors in For For Management the Amount of SEK 300,000 for the Chairman, SEK 300,000 for the Vice Chairman, and SEK 180,000 for Other Directors 14 Reelect Per Avander, Ingrid Blank, For For Management Anna Engebretsen, Jack Forsgren, Mats Holgerson, Gustav Linder, Svante Paulsson, Jan Pettersson (Vice Chairman), Mats Qviberg (Chairman), and Jon Risfelt as Directors 15 Approve Remuneration of Auditors; For For Management Elect KPMG as Auditor 16 Approve Remuneration Policy And Other For For Management Terms of Employment For Executive Management 17 Authorize Share Repurchase Program and For For Management Reissuance of Repurchased Shares 18 Approve 2:1 Stock Split For For Management 19 Other Business None None Management 20 Close Meeting None None Management -------------------------------------------------------------------------------- BILLERUDKORSNAS AB Ticker: BILL Security ID: W16021102 Meeting Date: MAY 05, 2015 Meeting Type: Annual Record Date: APR 28, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Elect Chairman of Meeting For For Management 3 Prepare and Approve List of For For Management Shareholders 4 Designate Inspector(s) of Minutes of For For Management Meeting 5 Acknowledge Proper Convening of Meeting For For Management 6 Approve Agenda of Meeting For For Management 7 Receive Financial Statements and None None Management Statutory Reports 8 Receive Board's Report None None Management 9 Receive President's Report None None Management 10a Accept Financial Statements and For For Management Statutory Reports 10b Approve Allocation of Income and For For Management Dividends of SEK 3.15 Per Share 10c Approve Discharge of Board and For For Management President 11 Receive Report from Nomination None None Management Committee 12 Determine Number of Directors (8) and For For Management Deputy Directors of Board (0) 13 Approve Remuneration of Directors in For For Management the Amount of SEK 1.1 Million for Chairman and SEK 750,000 for Vice Chairman, and SEK 450,000 for Other Directors; Approve Remuneration for Committee Work; Approve Remuneration of Auditors 14 Reelect Bengt Hammar, Mikael Hellberg, For For Management Jan Homan, Lennart Holm, Gunilla Jonsson, Michael Kaufmann, and Kristina Schauman as Directors; Elect Andrea Joosen as New Director 15 Ratify KPMG as Auditors For For Management 16 Authorize Representatives (4) of For For Management Company's Largest Shareholders to Serve on Nominating Committee 17 Approve Remuneration Policy And Other For For Management Terms of Employment For Executive Management 18a Approve 2015 Share Matching and For For Management Performance Share Plan for Key Employees 18b Approve Equity Plan Financing For For Management 18c Approve Equity Swap Agreement with For Against Management Third Party as Alternative Financing 19 Request Board to Take Necessary Action None Against Shareholder to Create a Shareholders' Association 20 Close Meeting None None Management -------------------------------------------------------------------------------- BINCKBANK NV Ticker: BINCK Security ID: N1375D101 Meeting Date: SEP 18, 2014 Meeting Type: Special Record Date: AUG 21, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2a Announce Vacancies on the Board None None Management 2b Opportunity to Make Recommendations None None Management 2c Announce Intention to Appoint Van Der None None Management Weerdt-Norder, Kemna and Vand der Steen to Supervisory Board 2d1 Elect C. van der Weerdt-Norder to For For Management Supervisory Board 2d2 Elect J.M.A Kemna to Supervisory Board For For Management 2d3 Elect J.W.T. van der Steen to For For Management Supervisory Board 3 Other Business (Non-Voting) None None Management 4 Close Meeting None None Management -------------------------------------------------------------------------------- BKW AG Ticker: BKW Security ID: H10053108 Meeting Date: MAY 08, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For Against Management 3 Approve Discharge of Board and Senior For For Management Management 4 Approve Allocation of Income and For For Management Dividends of CHF 1.60 per Share 5a Amend Corporate Purpose For For Management 5b Amend Articles Re: Ordinance Against For Against Management Excessive Remuneration at Listed Companies 6a Approve Remuneration of Directors in For For Management the Amount of CHF 1.5 Million 6b Approve Remuneration of Executive For For Management Committee in the Amount of CHF 5.9 Million 7a.1 Reelect Urs Gasche as Director For For Management 7a.2 Reelect Hartmut Geldmacher as Director For For Management 7a.3 Reelect Kurt Rohrbach as Director For For Management 7a.4 Reelect Marc-Alain Affolter as Director For For Management 7a.5 Reelect Georges Bindschedler as For For Management Director 7a.6 Reelect Kurt Schaer as Director For For Management 7a.7 Reelect Roger Baillod as Director For For Management 7a.8 Elect Dominique Gachoud as Director For For Management 7b Reelect Urs Gasche as Board Chairman For For Management 7c.1 Appoint Urs Gasche as Member of the For Against Management Compensation Committee 7c.2 Appoint Barbara Egger-Jenzer as Member For Against Management of the Compensation Committee 7c.3 Appoint Georges Bindschedler as Member For For Management of the Compensation Committee 7d Designate Andreas Byland as For For Management Independent Proxy 7e Ratify Ernst & Young Ltd as Auditors For For Management 8 Transact Other Business (Voting) For Against Management -------------------------------------------------------------------------------- BMW GROUP BAYERISCHE MOTOREN WERKE AG Ticker: BMW Security ID: D12096109 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: APR 21, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2014 (Non-Voting) 2 Approve Allocation of Income and For For Management Dividends of EUR 2.92 per Preffered Share and 2.90 per Ordinary Share 3 Approve Discharge of Management Board For For Management for Fiscal 2014 4 Approve Discharge of Supervisory Board For For Management for Fiscal 2014 5 Ratify KPMG AG as Auditors for Fiscal For For Management 2015 6.1 Elect Henning Kagermann to the For For Management Supervisory Board 6.2 Elect Simone Menne to the Supervisory For For Management Board 6.3 Elect Norbert Reithofer to the For Against Management Supervisory Board 7 Amend Articles Re: Board-Related For For Management -------------------------------------------------------------------------------- BNP PARIBAS SA Ticker: BNP Security ID: F1058Q238 Meeting Date: MAY 13, 2015 Meeting Type: Annual/Special Record Date: MAY 08, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Treatment of Losses and For For Management Dividends of EUR 1.50 per Share 4 Approve Auditors' Special Report on For For Management Related-Party Transactions 5 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 6 Reelect Pierre Andre de Chalendar as For For Management Director 7 Reelect Denis Kessler as Director For Against Management 8 Reelect Laurence Parisot as Director For Against Management 9 Ratify Appointment of Jean Lemierre as For For Management Director 10 Advisory Vote on Compensation of Jean For For Management Lemierre, Chairman since Dec. 1, 2014 11 Advisory Vote on Compensation of For For Management Jean-Laurent Bonnafe, CEO 12 Advisory Vote on Compensation of For For Management Philippe Bordenave, Vice-CEO 13 Advisory Vote on Compensation of For For Management Francois Villeroy de Galhau, Vice-CEO 14 Advisory Vote on Compensation of For For Management Baudouin Prot, Chairman until Dec. 1, 2014 15 Advisory Vote on Compensation of For Against Management Georges Chodron de Courcel, Vice-CEO until June 30, 2014 16 Advisory Vote on the Overall Envelope For For Management of Compensation of Certain Senior Management, Responsible Officers and the Risk-takers 17 Fix Maximum Variable Compensation For For Management Ratio for Executives and Risk Takers 18 Amend Article 18 of Bylaws Re: Absence For For Management of Double-Voting Rights 19 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 20 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- BNP PARIBAS SA Ticker: BNP Security ID: F1058Q238 Meeting Date: MAY 13, 2015 Meeting Type: Annual/Special Record Date: MAY 08, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Treatment of Losses and For For Management Dividends of EUR 1.50 per Share 4 Approve Auditors' Special Report on For For Management Related-Party Transactions 5 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 6 Reelect Pierre Andre de Chalendar as For For Management Director 7 Reelect Denis Kessler as Director For For Management 8 Reelect Laurence Parisot as Director For For Management 9 Ratify Appointment of Jean Lemierre as For For Management Director 10 Advisory Vote on Compensation of Jean For For Management Lemierre, Chairman since Dec. 1, 2014 11 Advisory Vote on Compensation of For For Management Jean-Laurent Bonnafe, CEO 12 Advisory Vote on Compensation of For For Management Philippe Bordenave, Vice-CEO 13 Advisory Vote on Compensation of For For Management Francois Villeroy de Galhau, Vice-CEO 14 Advisory Vote on Compensation of For For Management Baudouin Prot, Chairman until Dec. 1, 2014 15 Advisory Vote on Compensation of For For Management Georges Chodron de Courcel, Vice-CEO until June 30, 2014 16 Advisory Vote on the Overall Envelope For For Management of Compensation of Certain Senior Management, Responsible Officers and the Risk-takers 17 Fix Maximum Variable Compensation For For Management Ratio for Executives and Risk Takers 18 Amend Article 18 of Bylaws Re: Absence For For Management of Double-Voting Rights 19 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 20 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- BOLSAS Y MERCADOS ESPANOLES S.A. Ticker: BME Security ID: E8893G102 Meeting Date: APR 29, 2015 Meeting Type: Annual Record Date: APR 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Consolidated and Standalone For For Management Financial Statements and Discharge of Board 2 Approve Allocation of Income and For For Management Dividends 3.1 Ratify Appointment of and Elect Juan For Against Management March Juan as Director 3.2 Ratify Appointment of and Elect Santos For Against Management Martinez-Conde y Gutierrez-Barquin as Director 4.1 Amend Article 5 Re: Share Capital and For For Management Shares 4.2 Amend Article 6 Re: Shareholders' For For Management Rights 4.3 Amend Articles Re: General Meetings For For Management 4.4 Amend Articles Re: Board Positions and For For Management Committees 4.5 Amend Articles Re: Directors' For For Management Obligations and Remuneration 4.6 Amend Articles Re: Annual Corporate For For Management Governance Report, Remuneration Report and Corporate Website 4.7 Amend Article 45 Re: Distribution of For For Management Dividends 4.8 Amend Articles Re: Company's For For Management Liquidation 4.9 Approve Restated Articles of For For Management Association 5 Amend Articles and Approve New General For For Management Meeting Regulations 6 Approve Remuneration of Directors For For Management 7 Advisory Vote on Remuneration Policy For For Management Report 8 Authorize Share Repurchase Program For For Management 9 Authorize Board to Ratify and Execute For For Management Approved Resolutions 10 Receive Amendments to Board of None None Management Directors' Regulations 11 Allow Questions None None Management -------------------------------------------------------------------------------- BORREGAARD ASA Ticker: BRG Security ID: R1R79W105 Meeting Date: APR 15, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Notice of Meeting; Elect For Did Not Vote Management Chairman of Meeting; Designate Inspector(s) of Minutes of Meeting 2 Accept Financial Statements and For Did Not Vote Management Statutory Reports; Approve Allocation of Income and Dividends of NOK 1.25 Per Share 3.1 Receive Report on Remuneration None None Management Guidelines 3.2 Approve Advisory Vote on Remuneration For Did Not Vote Management Policy And Other Terms of Employment For Executive Management 3.3 Approve Remuneration Policy And Other For Did Not Vote Management Terms of Employment For Executive Management 4 Discuss Company's Corporate Governance None None Management Statement 5.1 Approve Equity Plan Financing For Did Not Vote Management 5.2 Authorize Share Repurchase Program and For Did Not Vote Management Cancellation of Repurchased Shares 6 Elect Directors (Bundled) For Did Not Vote Management 6.1 Reelect Jan Oksum as Director For Did Not Vote Management 6.2 Reelect Terje Andresen as Director For Did Not Vote Management 6.3 Reelect Jan Korssjoen as Director For Did Not Vote Management 6.4 Reelect Kristine Ryssdal as Director For Did Not Vote Management 6.5 Reelect Ragnhild Wiborg as Director For Did Not Vote Management 6b Reelect Jan Oksum as Board Chairman For Did Not Vote Management 7 Approve Remuneration of Directors For Did Not Vote Management 8 Approve Remuneration of Directors For Did Not Vote Management 9 Approve Remuneration of Auditors For Did Not Vote Management -------------------------------------------------------------------------------- BP PLC Ticker: BP. Security ID: G12793108 Meeting Date: APR 16, 2015 Meeting Type: Annual Record Date: APR 14, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Re-elect Bob Dudley as Director For For Management 4 Re-elect Dr Brian Gilvary as Director For For Management 5 Re-elect Paul Anderson as Director For For Management 6 Elect Alan Boeckmann as Director For For Management 7 Re-elect Frank Bowman as Director For For Management 8 Re-elect Antony Burgmans as Director For For Management 9 Re-elect Cynthia Carroll as Director For For Management 10 Re-elect Ian Davis as Director For For Management 11 Re-elect Dame Ann Dowling as Director For For Management 12 Re-elect Brendan Nelson as Director For For Management 13 Re-elect Phuthuma Nhleko as Director For For Management 14 Re-elect Andrew Shilston as Director For For Management 15 Re-elect Carl-Henric Svanberg as For For Management Director 16 Reappoint Ernst & Young LLP as For For Management Auditors and Authorise Their Remuneration 17 Authorise the Renewal of the Scrip For For Management Dividend Programme 18 Approve Share Award Plan 2015 For For Management 19 Authorise EU Political Donations and For For Management Expenditure 20 Authorise Issue of Equity with For For Management Pre-emptive Rights 21 Authorise Issue of Equity without For For Management Pre-emptive Rights 22 Authorise Market Purchase of Ordinary For For Management Shares 23 Adopt New Articles of Association For For Management 24 Authorise the Company to Call EGM with For For Management Two Weeks' Notice 25 Approve Strategic Climate Change For For Shareholder Resilience for 2035 and Beyond -------------------------------------------------------------------------------- BRAMBLES LTD Ticker: BXB Security ID: Q6634U106 Meeting Date: NOV 06, 2014 Meeting Type: Annual Record Date: NOV 04, 2014 # Proposal Mgt Rec Vote Cast Sponsor 2 Approve the Remuneration Report For For Management 3 Elect Christine Cross as Director For For Management 4 Elect Brian James Long as Director For For Management 5 Elect Tahira Hassan as Director For For Management 6 Elect Stephen Paul Johns as Director For For Management 7 Approve the Brambles Limited 2006 For For Management Performance Share Plan 8 Approve the Brambles Limited MyShare For For Management Plan 9 Approve the Grant of Awards to Thomas For For Management Joseph Gorman, Executive Director of the Company 10 Approve the Grant of Awards to Thomas For For Management Joseph Gorman, Executive Director of the Company -------------------------------------------------------------------------------- BREMBO S.P.A. Ticker: BRE Security ID: T2204N108 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: APR 14, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements, For For Management Statutory Reports, and Allocation of Income 2 Receive Consolidated Financial None None Management Statements and Statutory Reports (Non-Voting) 3 Approve Extraordinary Dividend For For Management 4 Authorize Share Repurchase Program and For For Management Reissuance of Repurchased Shares 5 Approve Remuneration Report For Against Management -------------------------------------------------------------------------------- BRENNTAG AG Ticker: BNR Security ID: D12459117 Meeting Date: JUN 09, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2014 (Non-Voting) 2 Approve Allocation of Income and For Did Not Vote Management Dividends of EUR 0.90 per Share 3 Approve Discharge of Management Board For Did Not Vote Management for Fiscal 2014 4 Approve Discharge of Supervisory Board For Did Not Vote Management for Fiscal 2014 5 Ratify PricewaterhouseCoopers AG as For Did Not Vote Management Auditors for Fiscal 2015 6.1.1 Elect Stefan Zuschke to the For Did Not Vote Management Supervisory Board 6.1.2 Elect Stefanie Berlinger to the For Did Not Vote Management Supervisory Board 6.1.3 Elect Doreen Nowotne to the For Did Not Vote Management Supervisory Board 6.1.4 Elect Andreas Rittstieg to the For Did Not Vote Management Supervisory Board 6.2.1 Elect Edgar Fluri to the Supervisory For Did Not Vote Management Board 6.2.2 Elect Thomas Ludwig to the Supervisory For Did Not Vote Management Board 7 Approve Remuneration of Supervisory For Did Not Vote Management Board 8 Approve Remuneration System for For Did Not Vote Management Management Board Members -------------------------------------------------------------------------------- BRIDGESTONE CORP. Ticker: 5108 Security ID: J04578126 Meeting Date: MAR 24, 2015 Meeting Type: Annual Record Date: DEC 31, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 60 2.1 Elect Director Tsuya, Masaaki For For Management 2.2 Elect Director Nishigai, Kazuhisa For For Management 2.3 Elect Director Zaitsu, Narumi For For Management 2.4 Elect Director Tachibana Fukushima, For For Management Sakie 2.5 Elect Director Scott Trevor Davis For For Management 2.6 Elect Director Okina, Yuri For For Management 2.7 Elect Director Unotoro, Keiko For For Management 3 Appoint Statutory Auditor Masuda, For For Management Kenichi 4 Approve Annual Bonus Payment to For For Management Directors 5 Approve Deep Discount Stock Option Plan For For Management -------------------------------------------------------------------------------- BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LTD. Ticker: 01114 Security ID: G1368B102 Meeting Date: DEC 29, 2014 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Huachen Framework Agreements For For Management and Related Transactions -------------------------------------------------------------------------------- BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LTD. Ticker: 01114 Security ID: G1368B102 Meeting Date: JUN 02, 2015 Meeting Type: Annual Record Date: MAY 28, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For Did Not Vote Management Statutory Reports 2A Elect Wu Xiao An (Ng Siu On) as For Did Not Vote Management Director 2B Elect Qi Yumin as Director For Did Not Vote Management 2C Elect Xu Bingjin as Director For Did Not Vote Management 2D Authorize Board to Fix Remuneration of For Did Not Vote Management Directors 3 Approve Grant Thornton Hong Kong For Did Not Vote Management Limited as Auditors and Authorize Board to Fix Their Remuneration 4A Approve Issuance of Equity or For Did Not Vote Management Equity-Linked Securities without Preemptive Rights 4B Authorize Repurchase of Issued Share For Did Not Vote Management Capital 4C Authorize Reissuance of Repurchased For Did Not Vote Management Shares -------------------------------------------------------------------------------- BRITISH AMERICAN TOBACCO PLC Ticker: BATS Security ID: G1510J102 Meeting Date: APR 29, 2015 Meeting Type: Annual Record Date: APR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Final Dividend For For Management 4 Appoint KPMG LLP as Auditors For For Management 5 Authorise the Audit Committee to Fix For For Management Remuneration of Auditors 6 Re-elect Richard Burrows as Director For For Management 7 Re-elect Karen de Segundo as Director For For Management 8 Re-elect Nicandro Durante as Director For For Management 9 Re-elect Ann Godbehere as Director For For Management 10 Re-elect Savio Kwan as Director For For Management 11 Re-elect Christine Morin-Postel as For For Management Director 12 Re-elect Gerry Murphy as Director For For Management 13 Re-elect Kieran Poynter as Director For For Management 14 Re-elect Ben Stevens as Director For For Management 15 Re-elect Richard Tubb as Director For For Management 16 Elect Sue Farr as Director For For Management 17 Elect Pedro Malan as Director For For Management 18 Elect Dimitri Panayotopoulos as For For Management Director 19 Authorise Issue of Equity with For For Management Pre-emptive Rights 20 Authorise Issue of Equity without For For Management Pre-emptive Rights 21 Authorise Market Purchase of Ordinary For For Management Shares 22 Approve EU Political Donations and For For Management Expenditure 23 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- BRITISH SKY BROADCASTING GROUP PLC Ticker: BSY Security ID: G15632105 Meeting Date: OCT 06, 2014 Meeting Type: Special Record Date: OCT 02, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Matters Relating to the For For Management Acquisition of Sky Italia S.r.l. and Sky Deutschland AG -------------------------------------------------------------------------------- BRITISH SKY BROADCASTING GROUP PLC Ticker: SKY Security ID: G15632105 Meeting Date: NOV 21, 2014 Meeting Type: Annual Record Date: NOV 19, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3 Approve Remuneration Policy For For Management 4 Approve Remuneration Report For Abstain Management 5 Re-elect Nick Ferguson as Director For For Management 6 Re-elect Jeremy Darroch as Director For For Management 7 Re-elect Andrew Griffith as Director For For Management 8 Re-elect Tracy Clarke as Director For For Management 9 Re-elect Martin Gilbert as Director For For Management 10 Re-elect Adine Grate as Director For For Management 11 Re-elect Dave Lewis as Director For For Management 12 Re-elect Matthieu Pigasse as Director For For Management 13 Re-elect Danny Rimer as Director For For Management 14 Re-elect Andy Sukawaty as Director For For Management 15 Re-elect Chase Carey as Director For For Management 16 Re-elect David DeVoe as Director For For Management 17 Re-elect James Murdoch as Director For For Management 18 Re-elect Arthur Siskind as Director For For Management 19 Reappoint Deloitte LLP as Auditors and For For Management Authorise Their Remuneration 20 Authorise EU Political Donations and For For Management Expenditure 21 Authorise Issue of Equity with For For Management Pre-emptive Rights 22 Authorise Issue of Equity without For For Management Pre-emptive Rights 23 Approve Change of Company Name to Sky For For Management plc 24 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- BRITVIC PLC Ticker: BVIC Security ID: G17387104 Meeting Date: JAN 27, 2015 Meeting Type: Annual Record Date: JAN 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3 Approve Remuneration Policy For For Management 4 Approve Remuneration Report For For Management 5 Elect Ian Mchoul as Director For For Management 6 Elect Silvia Lagnado as Director For For Management 7 Re-elect Joanne Averiss as Director For For Management 8 Re-elect Gerald Corbett as Director For For Management 9 Re-elect John Gibney as Director For For Management 10 Re-elect Ben Gordon as Director For For Management 11 Re-elect Bob Ivell as Director For For Management 12 Re-elect Simon Litherland as Director For For Management 13 Reappoint Ernst & Young LLP as Auditors For For Management 14 Authorise Board to Fix Remuneration of For Abstain Management Auditors 15 Authorise EU Political Donations and For For Management Expenditure 16 Authorise Issue of Equity with For For Management Pre-emptive Rights 17 Approve Performance Share Plan For For Management 18 Approve Executive Share Option Plan For For Management 19 Authorise Issue of Equity without For For Management Pre-emptive Rights 20 Authorise Market Purchase of Ordinary For For Management Shares 21 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- BT GROUP PLC Ticker: BT.A Security ID: G16612106 Meeting Date: JUL 16, 2014 Meeting Type: Annual Record Date: JUL 14, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Remuneration Policy For For Management 4 Approve Final Dividend For For Management 5 Re-elect Sir Michael Rake as Director For For Management 6 Re-elect Gavin Patterson as Director For For Management 7 Re-elect Tony Chanmugam as Director For For Management 8 Re-elect Tony Ball as Director For For Management 9 Re-elect Phil Hodkinson as Director For For Management 10 Re-elect Karen Richardson as Director For For Management 11 Re-elect Nick Rose as Director For For Management 12 Re-elect Jasmine Whitbread as Director For For Management 13 Elect Iain Conn as Director For For Management 14 Elect Warren East as Director For For Management 15 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors 16 Authorise Board to Fix Remuneration of For For Management Auditors 17 Authorise Issue of Equity with For For Management Pre-emptive Rights 18 Authorise Issue of Equity without For For Management Pre-emptive Rights 19 Authorise Market Purchase of Ordinary For For Management Shares 20 Authorise the Company to Call EGM with For For Management Two Weeks' Notice 21 Approve EU Political Donations and For For Management Expenditure -------------------------------------------------------------------------------- BT GROUP PLC Ticker: BT.A Security ID: G16612106 Meeting Date: APR 30, 2015 Meeting Type: Special Record Date: APR 28, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Matters Relating to the For For Management Acquisition of EE Limited 2 Authorise the Company to Enter Into For For Management Two Contingent Purchase Contracts -------------------------------------------------------------------------------- BUNZL PLC Ticker: BNZL Security ID: G16968110 Meeting Date: APR 15, 2015 Meeting Type: Annual Record Date: APR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3 Re-elect Philip Rogerson as Director For For Management 4 Re-elect Michael Roney as Director For For Management 5 Re-elect Patrick Larmon as Director For For Management 6 Re-elect Brian May as Director For For Management 7 Re-elect David Sleath as Director For For Management 8 Re-elect Eugenia Ulasewicz as Director For For Management 9 Re-elect Jean-Charles Pauze as Director For For Management 10 Re-elect Meinie Oldersma as Director For For Management 11 Elect Vanda Murray as Director For For Management 12 Appoint PricewaterhouseCoopers LLP as For For Management Auditors 13 Authorise Board to Fix Remuneration of For For Management Auditors 14 Approve Remuneration Report For For Management 15 Authorise Issue of Equity with For For Management Pre-emptive Rights 16 Authorise Issue of Equity without For For Management Pre-emptive Rights 17 Authorise Market Purchase of Ordinary For For Management Shares 18 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- BURBERRY GROUP PLC Ticker: BRBY Security ID: G1700D105 Meeting Date: JUL 11, 2014 Meeting Type: Annual Record Date: JUL 09, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Policy For For Management 3 Approve Remuneration Report For Against Management 4 Approve Final Dividend For For Management 5 Re-elect Sir John Peace as Director For For Management 6 Re-elect Philip Bowman as Director For For Management 7 Re-elect Ian Carter as Director For For Management 8 Elect Jeremy Darroch as Director For For Management 9 Re-elect Stephanie George as Director For For Management 10 Elect Matthew Key as Director For For Management 11 Re-elect David Tyler as Director For For Management 12 Elect Christopher Bailey as Director For For Management 13 Re-elect Carol Fairweather as Director For For Management 14 Re-elect John Smith as Director For For Management 15 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors 16 Authorise Board to Fix Remuneration of For For Management Auditors 17 Approve Executive Share Plan For For Management 18 Authorise EU Political Donations and For For Management Expenditure 19 Authorise Issue of Equity with For For Management Pre-emptive Rights 20 Authorise Issue of Equity without For For Management Pre-emptive Rights 21 Authorise Market Purchase of Ordinary For For Management Shares 22 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- C&C GROUP PLC Ticker: GCC Security ID: G1826G107 Meeting Date: JUL 03, 2014 Meeting Type: Annual Record Date: JUL 01, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Dividends For For Management 3a Elect Emer Finnan as Director For For Management 3b Reelect Sir Brian Stewart as Director For For Management 3c Reelect Stephen Glancey as Director For For Management 3d Reelect Kenny Neison as Director For For Management 3e Reelect Joris Brams as Director For For Management 3f Reelect Stewart Gilliland as Director For For Management 3g Reelect John Hogan as Director For For Management 3h Reelect Richard Holroyd as Director For For Management 3i Reelect Breege O'Donoghue as Director For For Management 3j Reelect Anthony Smurfit as Director For For Management 4 Authorise Board to Fix Remuneration of For For Management Auditors 5a Approve Remuneration Report For For Management 5b Approve Remuneration Policy For For Management 6 Authorise Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights 7 Authorise Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights 8 Authorise Share Repurchase Program For For Management 9 Authorise Reissuance of Repurchased For For Management Shares 10 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- CABLE & WIRELESS COMMUNICATIONS PLC Ticker: CWC Security ID: G1839G102 Meeting Date: JUL 25, 2014 Meeting Type: Annual Record Date: JUL 23, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For Against Management 3 Approve Remuneration Policy For For Management 4 Re-elect Sir Richard Lapthorne as For For Management Director 5 Re-elect Simon Ball as Director For For Management 6 Elect Phil Bentley as Director For For Management 7 Elect Perley McBride as Director For For Management 8 Re-elect Nick Cooper as Director For For Management 9 Re-elect Mark Hamlin as Director For For Management 10 Re-elect Alison Platt as Director For For Management 11 Re-elect Ian Tyler as Director For For Management 12 Reappoint KPMG LLP as Auditors For For Management 13 Authorise Board to Fix Remuneration of For For Management Auditors 14 Approve Final Dividend For For Management 15 Authorise Issue of Equity with For For Management Pre-emptive Rights 16 Authorise Issue of Equity without For For Management Pre-emptive Rights 17 Authorise Market Purchase of Ordinary For For Management Shares 18 Authorise the Company to Call EGM with For For Management Two Weeks' Notice 19 Authorise EU Political Donations and For For Management Expenditure -------------------------------------------------------------------------------- CABLE & WIRELESS COMMUNICATIONS PLC Ticker: CWC Security ID: G1839G102 Meeting Date: DEC 05, 2014 Meeting Type: Special Record Date: DEC 03, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Acquisition of Columbus For For Management International Inc 2 Authorise Issue of Shares Pursuant to For For Management the Acquisition 3 Approve the Put Option Deed For For Management 4 Approve Capital Raising For For Management 5 Approve Deferred Bonus Plan For For Management 6 Approve Waiver on Tender-Bid For For Management Requirement 7 Approve Reduction of Capital; For Abstain Management Establish Cable & Wireless Communications Newco plc as the New Holding Company of the CWC Group; Amend Articles of Association; Authorise Allotment of Shares Pursuant to the Scheme 8 Approve New Share Plans For Abstain Management -------------------------------------------------------------------------------- CABLE & WIRELESS COMMUNICATIONS PLC Ticker: CWC Security ID: G1839G102 Meeting Date: DEC 05, 2014 Meeting Type: Court Record Date: DEC 03, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Scheme of Arrangement For For Management -------------------------------------------------------------------------------- CAPE PLC Ticker: CIU Security ID: G1933N102 Meeting Date: MAY 12, 2015 Meeting Type: Annual Record Date: MAY 08, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3 Approve Remuneration Report For For Management 4 Re-elect Tim Eggar as a Director For For Management 5 Re-elect Joe Oatley as Director For For Management 6 Re-elect Michael Speakman as Director For For Management 7 Re-elect Michael Merton as a Director For For Management 8 Re-elect Leslie Van de Walle as For For Management Director 9 Elect Samantha Tough as a Director For For Management 10 Reappoint Ernst & Young LLP as Auditors For For Management 11 Authorise Board to Fix Remuneration of For For Management Auditors 12 Authorise Issue of Equity with For For Management Pre-emptive Rights 13 Authorise Issue of Equity without For For Management Pre-emptive Rights 14 Authorise Market Purchase of Ordinary For For Management Shares -------------------------------------------------------------------------------- CAPITA PLC Ticker: CPI Security ID: G1846J115 Meeting Date: MAY 12, 2015 Meeting Type: Annual Record Date: MAY 08, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Final Dividend For For Management 4 Re-elect Martin Bolland as Director For For Management 5 Re-elect Andy Parker as Director For For Management 6 Re-elect Maggi Bell as Director For For Management 7 Re-elect Vic Gysin as Director For For Management 8 Re-elect Dawn Marriott-Sims as Director For For Management 9 Re-elect Gillian Sheldon as Director For For Management 10 Re-elect Paul Bowtell as Director For For Management 11 Elect Nick Greatorex as Director For For Management 12 Elect Carolyn Fairbairn as Director For For Management 13 Elect Andrew Williams as Director For For Management 14 Reappoint KPMG LLP as Auditors For For Management 15 Authorise Board to Fix Remuneration of For For Management Auditors 16 Authorise Issue of Equity with For For Management Pre-emptive Rights 17 Authorise Issue of Equity without For For Management Pre-emptive Rights 18 Authorise the Company to Call EGM with For For Management Two Weeks' Notice 19 Authorise Market Purchase of Ordinary For For Management Shares 20 Adopt New Articles of Association For For Management -------------------------------------------------------------------------------- CARBURES EUROPE S.A. Ticker: CAR Security ID: E2665L100 Meeting Date: AUG 12, 2014 Meeting Type: Special Record Date: AUG 07, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Delisting and Listing of For For Management Shares from Stock Exchange 2 Approve Stock Split For For Management 3 Authorize Increase in Capital via For For Management Issuance of Equity or Equity-Linked Securities with Preemptive Rights 4 Authorize Issuance of Non-Convertible For For Management Bonds/Debentures and/or Other Debt Securities 5 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- CARILLION PLC Ticker: CLLN Security ID: G1900N101 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAY 04, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Final Dividend For For Management 4 Re-elect Richard Adam as Director For For Management 5 Re-elect Andrew Dougal as Director For For Management 6 Re-elect Philip Green as Director For For Management 7 Re-elect Alison Horner as Director For For Management 8 Re-elect Richard Howson as Director For For Management 9 Re-elect Steven Mogford as Director For For Management 10 Re-elect Ceri Powell as Director For For Management 11 Reappoint KPMG LLP as Auditors For For Management 12 Authorise Board to Fix Remuneration of For For Management Auditors 13 Authorise Issue of Equity with For For Management Pre-emptive Rights 14 Authorise Issue of Equity without For For Management Pre-emptive Rights 15 Authorise Market Purchase of Ordinary For For Management Shares 16 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- CARNIVAL CORPORATION Ticker: CCL Security ID: 143658300 Meeting Date: APR 14, 2015 Meeting Type: Annual Record Date: FEB 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Re-elect Micky Arison As A Director Of For For Management Carnival Corporation and As A Director Of Carnival Plc. 2 Re-elect Jonathon Band as Director of For For Management Carnival Corporation and as a Director of Carnival plc. 3 Re-elect Arnold W. Donald as Director For For Management of Carnival Corporation and as a Director of Carnival plc. 4 Re-elect Richard J. Glasier as For For Management Director of Carnival Corporation and as a Director of Carnival plc. 5 Re-elect Debra Kelly-Ennis as Director For For Management of Carnival Corporation and as a Director of Carnival plc. 6 Re-elect John Parker as Director of For For Management Carnival Corporation and as a Director of Carnival plc. 7 Re-elect Stuart Subotnick as Director For For Management of Carnival Corporation and as a Director of Carnival plc. 8 Re-elect Laura Weil as Director of For For Management Carnival Corporation and as a Director of Carnival plc. 9 Re-elect Randall J. Weisenburger as For For Management Director of Carnival Corporation and as a Director of Carnival plc. 10 Reappoint The UK Firm Of For For Management PricewaterhouseCoopers LLP As Independent Auditors For Carnival Plc And Ratify The U.S. Firm Of PricewaterhouseCoopers LLP As The Independent Auditor For Carnival Corporation 11 Authorize The Audit Committee Of For For Management Carnival Plc To Fix Remuneration Of The Independent Auditors Of Carnival Plc 12 Receive The UK Accounts And Reports Of For For Management The Directors And Auditors Of Carnival Plc For The Year Ended November 30, 2014 13 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 14 Approve Remuneration Report of For For Management Executive Directors 15 Authorise Issue of Equity with For For Management Pre-emptive Rights 16 Authorise Issue of Equity without For For Management Pre-emptive Rights 17 Authorize Share Repurchase Program For For Management -------------------------------------------------------------------------------- CARNIVAL PLC Ticker: CCL Security ID: G19081101 Meeting Date: APR 14, 2015 Meeting Type: Annual Record Date: APR 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Re-elect Micky Arison as Director of For For Management Carnival Corporation and as a Director of Carnival plc 2 Re-elect Sir Jonathon Band as Director For For Management of Carnival Corporation and as a Director of Carnival plc 3 Re-elect Arnold Donald as Director of For For Management Carnival Corporation and as a Director of Carnival plc 4 Re-elect Richard Glasier as Director For For Management of Carnival Corporation and as a Director of Carnival plc 5 Re-elect Debra Kelly-Ennis as Director For For Management of Carnival Corporation and as a Director of Carnival plc 6 Re-elect Sir John Parker as Director For For Management of Carnival Corporation and as a Director of Carnival plc 7 Re-elect Stuart Subotnick as Director For Against Management of Carnival Corporation and as a Director of Carnival plc 8 Re-elect Laura Weil as Director of For For Management Carnival Corporation and as a Director of Carnival plc 9 Re-elect Randall Weisenburger as For For Management Director of Carnival Corporation and as a Director of Carnival plc 10 Reappoint PricewaterhouseCoopers LLP For For Management as Independent Auditors of Carnival plc; Ratify the Selection of the U.S. Firm of PricewaterhouseCoopers LLP as the Independent Registered Certified Public Accounting Firm of Carnival Corporation 11 Authorise the Audit Committee of For For Management Carnival plc to Fix Remuneration of Auditors 12 Accept Financial Statements and For For Management Statutory Reports 13 Advisory Vote to Approve Compensation For For Management of the Named Executive Officers 14 Approve Remuneration Report For Against Management 15 Authorise Issue of Equity with For For Management Pre-emptive Rights 16 Authorise Issue of Equity without For For Management Pre-emptive Rights 17 Authorise Market Purchase of Ordinary For For Management Shares -------------------------------------------------------------------------------- CARNIVAL PLC Ticker: CCL Security ID: G19081101 Meeting Date: APR 14, 2015 Meeting Type: Annual Record Date: APR 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Re-elect Micky Arison as Director of For For Management Carnival Corporation and as a Director of Carnival plc 2 Re-elect Sir Jonathon Band as Director For For Management of Carnival Corporation and as a Director of Carnival plc 3 Re-elect Arnold Donald as Director of For For Management Carnival Corporation and as a Director of Carnival plc 4 Re-elect Richard Glasier as Director For For Management of Carnival Corporation and as a Director of Carnival plc 5 Re-elect Debra Kelly-Ennis as Director For For Management of Carnival Corporation and as a Director of Carnival plc 6 Re-elect Sir John Parker as Director For For Management of Carnival Corporation and as a Director of Carnival plc 7 Re-elect Stuart Subotnick as Director For For Management of Carnival Corporation and as a Director of Carnival plc 8 Re-elect Laura Weil as Director of For For Management Carnival Corporation and as a Director of Carnival plc 9 Re-elect Randall Weisenburger as For For Management Director of Carnival Corporation and as a Director of Carnival plc 10 Reappoint PricewaterhouseCoopers LLP For For Management as Independent Auditors of Carnival plc; Ratify the Selection of the U.S. Firm of PricewaterhouseCoopers LLP as the Independent Registered Certified Public Accounting Firm of Carnival Corporation 11 Authorise the Audit Committee of For For Management Carnival plc to Fix Remuneration of Auditors 12 Accept Financial Statements and For For Management Statutory Reports 13 Advisory Vote to Approve Compensation For For Management of the Named Executive Officers 14 Approve Remuneration Report For For Management 15 Authorise Issue of Equity with For For Management Pre-emptive Rights 16 Authorise Issue of Equity without For For Management Pre-emptive Rights 17 Authorise Market Purchase of Ordinary For For Management Shares -------------------------------------------------------------------------------- CASINO GUICHARD PERRACHON Ticker: CO Security ID: F14133106 Meeting Date: MAY 12, 2015 Meeting Type: Annual/Special Record Date: MAY 07, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 3.12 per Share 4 Approve Transaction with Companhia For For Management Brasileira de Distribuicao Re: Merging of E-Trading Activities 5 Approve Amendment to Partnership For For Management Agreement with Mercialys 6 Approve Amendment to Financing For For Management Agreement with Mercialys 7 Advisory Vote on Compensation of For For Management Jean-Charles Naouri, Chairman and CEO 8 Reelect Sylvia Jay as Director For For Management 9 Reelect Catherine Lucet as Director For For Management 10 Reelect Rose-Marie Van Lerberghe as For For Management Director 11 Reelect Finatis as Director For Against Management 12 Elect Cobivia as Director For Against Management 13 Authorize Repurchase of Up to 10 For Against Management Percent of Issued Share Capital 14 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 60 Million 15 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 17.3 Million 16 Approve Issuance of Equity or For For Management Equity-Linked Securities for up to 20 Percent of Issued Capital Per Year for Private Placements, up to Aggregate Nominal Amount of EUR 17.3 Million 17 Authorize Board to Set Issue Price for For For Management 10 Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights Under Items 15 and 16 18 Authorize Board to Increase Capital in For For Management the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above 19 Authorize Capitalization of Reserves For For Management of Up to EUR 60 Million for Bonus Issue or Increase in Par Value 20 Authorize Capital Increase of Up to For For Management EUR 17.3 Million for Future Exchange Offers 21 Authorize Capital Increase of up to 10 For For Management Percent of Issued Capital for Contributions in Kind 22 Set Total Limit for Capital Increase For For Management to Result from All Issuance Requests at EUR 60 Million 23 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 24 Authorize up to 2 Percent of Issued For Against Management Capital for Use in Stock Option Plans (Repurchased Shares) 25 Authorize up to 2 Percent of Issued For Against Management Capital for Use in Stock Option Plans (New Shares) 26 Authorize up to 1 Percent of Issued For Against Management Capital for Use in Restricted Stock Plans 27 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 28 Approve Merger by Absorption of Frenil For For Management Distribution by Casino Guichard Perrachon 29 Approve Merger by Absorption of Majaga For For Management by Casino Guichard Perrachon 30 Amend Article 6 of Bylaws to Reflect For For Management Changes in Capital Pursuant to Approval of Items 28 and 29 31 Amend Article 25 of Bylaws Re: Record For For Management Date 32 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- CATLIN GROUP LTD Ticker: CGL Security ID: G196F1100 Meeting Date: APR 21, 2015 Meeting Type: Special Record Date: APR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Matters Relating to the Offer For For Management for Catlin Group Limited plc by XL Group plc -------------------------------------------------------------------------------- CATLIN GROUP LTD Ticker: CGL Security ID: G196F1100 Meeting Date: APR 21, 2015 Meeting Type: Court Record Date: APR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Scheme of Arrangement For For Management -------------------------------------------------------------------------------- CAWACHI LTD Ticker: 2664 Security ID: J0535K109 Meeting Date: JUN 12, 2015 Meeting Type: Annual Record Date: MAR 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 45 2.1 Elect Director Kawachi, Shinji For Against Management 2.2 Elect Director Asano, Masaharu For For Management 2.3 Elect Director Muroi, Zenichi For For Management 2.4 Elect Director Komatsu, Yoritsugu For For Management 2.5 Elect Director Okubo, Katsuyuki For For Management 2.6 Elect Director Miyahara, Seiji For For Management 2.7 Elect Director Okuyama, Hiromichi For For Management 3 Appoint Statutory Auditor Sawada, Yuji For For Management 4 Appoint Alternate Statutory Auditor For For Management Okayasu, Toshiyuki -------------------------------------------------------------------------------- CEGID GROUP Ticker: CGD Security ID: F14574101 Meeting Date: MAY 11, 2015 Meeting Type: Annual/Special Record Date: MAY 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For Against Management Discharge Directors 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Auditors' Special Report on For Against Management Related-Party Transactions 4 Approve Allocation of Income and For For Management Dividends of EUR 1.20 per Share 5 Approve Remuneration of Directors in For For Management the Aggregate Amount of EUR 160,000 6 Authorize Repurchase of Up to 10 For Against Management Percent of Issued Share Capital 7 Ratify Appointment of Marie Lemarie as For Against Management Director 8 Reelect Lucien Deveaux as Director For Against Management 9 Decision not to Renew Mandate of For For Management Michel Reybier as Director 10 Authorize Filing of Required For For Management Documents/Other Formalities 1 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 2 Authorize Board to Issue Free Warrants For Against Management with Preemptive Rights During a Public Tender Offer 3 Allow Board to Issue Shares in the For Against Management Event of a Public Tender Offer or Share Exchange Offer 4 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 5 Delegation of Powers to the Board to For For Management Use Shares Repurchased Under Share Repurchased Program 6 Amend Article 17 of Bylaws Re: Related For For Management Party Transactions 7 Amend Article 22 of Bylaws Re: For For Management Attendance at General Meetings 8 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- CEMENTIR HOLDING SPA Ticker: CEM Security ID: T27468171 Meeting Date: FEB 23, 2015 Meeting Type: Special Record Date: FEB 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor a Approve Capital Increase with For For Management Preemptive Rights b Authorize Board to Set Terms and For For Management Conditions for the Implementation of Capital Increase with Preemptive Rights c Amend Articles to Reflect Changes in For For Management Capital d Authorize Board to Ratify and Execute For For Management Approval Resolutions -------------------------------------------------------------------------------- CENTRAL GLASS CO. LTD. Ticker: 4044 Security ID: J05502109 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles to Indemnify Directors For For Management - Indemnify Statutory Auditors 2.1 Elect Director Sarasawa, Shuichi For For Management 2.2 Elect Director Nakai, Hajime For For Management 2.3 Elect Director Shimizu, Tadashi For For Management 2.4 Elect Director Takagi, Kazuyoshi For For Management 2.5 Elect Director Murata, Shigeki For For Management 2.6 Elect Director Takayama, Satoshi For For Management 2.7 Elect Director Komata, Takeo For For Management 2.8 Elect Director Maeda, Kazuhiko For For Management 2.9 Elect Director Aizawa, Masuo For For Management 2.10 Elect Director Sakamoto, Yoshihiro For For Management 3.1 Appoint Statutory Auditor Ono, For For Management Katsunori 3.2 Appoint Statutory Auditor Ide, Yoshio For Against Management -------------------------------------------------------------------------------- CENTURY CITY INTERNATIONAL HOLDINGS LTD. Ticker: 00355 Security ID: G2020F168 Meeting Date: JUL 14, 2014 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Underwriting Agreement, the For For Management Irrevocable Undertaking, the Cosmopolitan Open Offer, and Related Transactions 2 Cosmopolitan Convertible Bonds For For Management Subscription Agreement and Related Transactions -------------------------------------------------------------------------------- CHALLENGER LTD Ticker: CGF Security ID: Q22685103 Meeting Date: OCT 28, 2014 Meeting Type: Annual Record Date: OCT 26, 2014 # Proposal Mgt Rec Vote Cast Sponsor 2 Elect Leon Zwier as Director For For Management 3 Elect Brenda Shanahan as Director For For Management 4 Approve the Remuneration Report For For Management 5 Ratify the Past Issuance of 33.20 For For Management Million Shares 6 Ratify the Past Issuance of Challenger For For Management Capital Notes -------------------------------------------------------------------------------- CHECK POINT SOFTWARE TECHNOLOGIES LTD. Ticker: CHKP Security ID: M22465104 Meeting Date: JUN 09, 2015 Meeting Type: Annual Record Date: MAY 01, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Reelect Gil Shwed as Director Until For For Management the End of the Next Annual General Meeting 1.2 Reelect Marius Nacht as Director Until For For Management the End of the Next Annual General Meeting 1.3 Reelect Jerry Ungerman as Director For For Management Until the End of the Next Annual General Meeting 1.4 Reelect Dan Propper as Director Until For For Management the End of the Next Annual General Meeting 1.5 Reelect David Rubner as Director Until For For Management the End of the Next Annual General Meeting 1.6 Reelect Tal Shavit as Director Until For For Management the End of the Next Annual General Meeting 2.1 Reelect Yoav Chelouche as External For For Management Director for an Additional Three Year Term 2.2 Reelect Guy Gecht as External Director For For Management for an Additional Three Year Term 3 Reappoint Kost Forer Gabbay & Kasierer For For Management as Auditors and Authorize Board to Fix Their Remuneration 4 Amend and Extend Employee Stock For For Management Purchase Plan 5 Increase Coverage of Comapny D&O Policy For For Management 6 Approve Employment Terms of Gil Shwed, For For Management CEO and Chairman 7 Authorize Board Chairman to Serve as For For Management CEO A Vote FOR if you are a controlling None Against Management shareholder or have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager -------------------------------------------------------------------------------- CHINA MERCHANTS HOLDINGS (INTERNATIONAL) CO. LTD. Ticker: 00144 Security ID: Y1489Q103 Meeting Date: MAY 27, 2015 Meeting Type: Annual Record Date: MAY 19, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3Aa Elect Li Xiaopeng as Director For For Management 3Ab Elect Su Xingang as Director For For Management 3Ac Elect Yu Liming as Director For For Management 3Ad Elect Wang Hong as Director For For Management 3Ae Elect Bong Shu Ying Francis as Director For For Management 3B Authorize Board to Fix Remuneration of For For Management Directors 4 Approve Deloitte Touche Tohmatsu as For For Management Auditor and Authorize Board to Fix Their Remuneration 5A Approve Grant of Options Under the For Against Management Share Option Scheme 5B Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights 5C Authorize Repurchase of Issued Share For For Management Capital 5D Authorize Reissuance of Repurchased For Against Management Shares -------------------------------------------------------------------------------- CHINA MOBILE LIMITED Ticker: 00941 Security ID: Y14965100 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: MAY 21, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3 Elect Xue Taohai as Director For For Management 4.1 Elect Frank Wong Kwong Shing as For For Management Director 4.2 Elect Moses Cheng Mo Chi as Director For Against Management 5 Approve PricewaterhouseCoopers and For For Management PricewaterhouseCoopers Zhong Tian LLP as Auditors of the Group for Hong Kong Financial Reporting and U.S. Financial Reporting Purposes, Respectively and Authorize Board to Fix Their Remuneration 6 Authorize Repurchase of Issued Share For For Management Capital 7 Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights 8 Authorize Reissuance of Repurchased For Against Management Shares -------------------------------------------------------------------------------- CHINA RAILWAY CONSTRUCTION CORPORATION LTD. Ticker: 601186 Security ID: Y1508P110 Meeting Date: OCT 28, 2014 Meeting Type: Special Record Date: SEP 26, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Remuneration Standard of For For Management Chairman of the Supervisory Committee 2.01 Elect Meng Fengchao as Director For For Shareholder 2.02 Elect Peng Shugui as Director For For Shareholder 2.03 Elect Zhang Zongyan as Director For For Shareholder 2.04 Elect Zhuang Shangbiao as Director For For Shareholder 2.05 Elect Ge Fuxing as Director For For Shareholder 3.01 Elect Wang Huacheng as Director For For Shareholder 3.02 Elect Sun Patrick as Director For For Shareholder 3.03 Elect Cheng Wen as Director For For Shareholder 3.04 Elect Lu Xiaoqiang as Director For For Shareholder 4.01 Elect Huang Shaojun as Supervisor For For Shareholder 4.02 Elect Li Xuefu as Supervisor For For Shareholder -------------------------------------------------------------------------------- CHINA RAILWAY CONSTRUCTION CORPORATION LTD. Ticker: 601186 Security ID: Y1508P110 Meeting Date: FEB 05, 2015 Meeting Type: Special Record Date: JAN 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Satisfaction of the Conditions For For Management for Non-Public Issuance of A Shares of the Company 2 Approve Feasibility Analysis Report on For For Management the Use of Proceeds from the Fund Raising of the Non-public Issuance of Shares of the Company 3 Approve Report on the Use of Proceeds For For Management from the Previous Fund Raising 4 Approve Amendments to the For For Management Administrative Measures on Fund Raising of the Company 5 Approve Plan of the Overseas Listing For For Management of Kunming China Railway Large Maintenance Machinery Co., Ltd. 6 Approve Compliance of the Overseas For For Management Listing of Kunming China Railway Large Maintenance Machinery Co., Ltd. with the Circular on Issues in Relation to Regulating Overseas Listing of Subsidiaries of Domestic Listed Companies 7 Approve Undertaking of the Company to For For Management Maintain its Independent Listing Status 8 Approve Description of Sustained For For Management Profitability and Prospects of the Company 9 Authorize Board and its Authorized For For Management Persons to Deal with Matters Relating to the Spin-off and Listing of Kunming China Railway Large Maintenance Machinery Co., Ltd. 10 Elect Qi Xiaofei as Director For For Shareholder 1.01 Approve Class and Par Value of Shares For For Management to be Issued in Relation to Non-public Issuance of A Shares 1.02 Approve Target Subscribers in Relation For For Management to Non-public Issuance of A Shares 1.03 Approve Number of Shares to be Issued For For Management and the Method of Subscription in Relation to Non-public Issuance of A Shares 1.04 Approve Method of Issuance in Relation For For Management to Non-public Issuance of A Shares 1.05 Approve Pricing Benchmark Date, Issue For For Management Price and Method of Pricing in Relation to Non-public Issuance of A Shares 1.06 Approve Lock-up Period Arrangement in For For Management Relation to Non-public Issuance of A Shares 1.07 Approve Place of Listing in Relation For For Management to Non-public Issuance of A Shares 1.08 Approve Use of proceeds from Fund For For Management Raising in Relation to Non-public Issuance of A Shares 1.09 Approve Accumulated Profit For For Management Distribution of the Company Prior to the Non-public Issuance of A Shares 1.10 Approve Valid Term of the Resolution For For Management Relating to the Non-public Issuance of A Shares 2 Approve Plan on the Non-public For For Management Issuance of A Shares of the Company 3 Authorize Board and its Authorized For For Management Persons to Deal with Matters Relating to the Non-public Issuance of A Shares 4 Approve Shareholders' Return Plan for For For Management the Coming Three Years (2015-2017) 5 Approve Amendments to Articles of For For Management Association 6 Amend Rules and Procedures Regarding For For Management General Meetings of Shareholders -------------------------------------------------------------------------------- CHINA RAILWAY CONSTRUCTION CORPORATION LTD. Ticker: 601186 Security ID: Y1508P110 Meeting Date: FEB 05, 2015 Meeting Type: Special Record Date: JAN 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.01 Approve Class and Par Value of Shares For For Management to be Issued in Relation to Non-public Issuance of A-shares 1.02 Approve Target Subscribers in Relation For For Management to Non-public Issuance of A-shares 1.03 Approve Number of Shares to be Issued For For Management and the Method of Subscription in Relation to Non-public Issuance of A-shares 1.04 Approve Method of Issuance in Relation For For Management to Non-public Issuance of A-shares 1.05 Approve Pricing Benchmark Date, Issue For For Management Price and Method of Pricing in Relation to Non-public Issuance of A-shares 1.06 Approve Lock-up Period Arrangement in For For Management Relation to Non-public Issuance of A-shares 1.07 Approve Place of Listing in Relation For For Management to Non-public Issuance of A-shares 1.08 Approve Use of Proceeds from Fund For For Management Raising 1.09 Approve Accumulated Profit For For Management Distribution of the Company Prior to the Non-public Issuance of A-shares 1.10 Approve Valid Term of the Resolution For For Management Relating to the Non-public Issuance of A-shares 2 Approve Plan on the Non-public For For Management Issuance of A Shares of the Company -------------------------------------------------------------------------------- CHINA XLX FERTILISER LTD. Ticker: B9R Security ID: Y1564X106 Meeting Date: JUL 21, 2014 Meeting Type: Special Record Date: JUL 19, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Voluntary Delisting of the For For Management Company from the Official List of the Singapore Exchange Securities Trading Ltd. -------------------------------------------------------------------------------- CHIP ENG SENG CORPORATION LTD Ticker: C29 Security ID: Y1565N107 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Adopt Financial Statements and For Against Management Directors' and Auditors' Reports 2 Approve First and Final Dividend and For For Management Special Dividend 3 Elect Dawn Lim Sock Kiang as Director For Against Management 4 Elect Cheng Heng Tan as Director For Against Management 5 Elect Lim Tiam Seng as Director For Against Management 6 Approve Additional Directors' Fees for For For Management the Financial Year Ended December 31, 2014 7 Approve Directors' Fees for the For For Management Financial Year Ending December 31, 2015 8 Approve Ernst & Young LLP as Auditors For For Management and Authorize Board to Fix Their Remuneration 9 Elect Ung Gim Sei as Director For Against Management 10 Approve Issuance of Equity or For Against Management Equity-Linked Securities with or without Preemptive Rights 11 Authorize Share Repurchase Program For For Management -------------------------------------------------------------------------------- CHORI CO. LTD. Ticker: 8014 Security ID: J06426100 Meeting Date: JUN 15, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles to Indemnify Directors For For Management - Indemnify Statutory Auditors 2.1 Elect Director Sakihama, Kazuo For Against Management 2.2 Elect Director Hatsuya, Masayuki For For Management 2.3 Elect Director Ando, Toshihiko For For Management 2.4 Elect Director Iseda, Nagao For For Management 2.5 Elect Director Inoue, Kunihisa For For Management 2.6 Elect Director Yabu, Shigemasa For For Management 2.7 Elect Director Watanabe, Hiroyuki For For Management 2.8 Elect Director Shimokobe, Kazuhiko For For Management 3.1 Appoint Statutory Auditor Masuda, Shogo For Against Management 3.2 Appoint Statutory Auditor Nara, For For Management Michihiro 4.1 Appoint Alternate Statutory Auditor For Against Management Mano, Mitsuharu 4.2 Appoint Alternate Statutory Auditor For For Management Sawano, Masaaki -------------------------------------------------------------------------------- CHORUS LTD. Ticker: CNU Security ID: Q6634X100 Meeting Date: OCT 29, 2014 Meeting Type: Annual Record Date: OCT 28, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Anne Urlwin as Director For For Management 2 Elect Keith Turner as Director For For Management 3 Approve the Increase in Maximum For For Management Aggregate Remuneration 4 Authorize the Board to Fix For For Management Remuneration of the Auditors -------------------------------------------------------------------------------- CIE AUTOMOTIVE S.A. Ticker: CIE Security ID: E21245118 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: APR 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Consolidated and Standalone For For Management Financial Statements and Discharge of Board 2 Approve Allocation of Income and For For Management Dividends 3 Authorize Share Repurchase and Capital For For Management Reduction via Amortization of Repurchased Shares 4 Authorize Increase in Capital up to 50 For Against Management Percent via Issuance of Equity or Equity-Linked Securities without Preemptive Rights 5.1 Amend Article 9 Re: Competence of For For Management General Shareholders Meetings 5.2 Amend Articles Re: General Meetings For For Management 5.3 Amend Articles Re: Board of Directors For For Management 5.4 Amend Article 34 bis Re: Annual For For Management Corporate Governance Report 6.1 Amend Article 3 of General Meeting For For Management Regulations Re: General Meeting 6.2 Amend Article 5 of General Meeting For For Management Regulations Re: Competences 6.3 Amend Articles of General Meeting For For Management Regulations Re: Notice, Right to Information, Representation, Resolutions and Conflict of Interests 7 Renew Appointment of For For Management PricewaterhouseCoopers as Auditor 8 Advisory Vote on Remuneration Policy For Against Management Report 9 Receive Amendments to Board of None None Management Directors' Regulations 10 Receive Information Regarding Capital None None Management Increase Approved by the Board in Exercise of Powers Granted by the AGM Held on April 30, 2014 11 Authorize Board to Ratify and Execute For For Management Approved Resolutions 12 Approve Minutes of Meeting For For Management -------------------------------------------------------------------------------- CITYCON OYJ Ticker: CTY1S Security ID: X1422T116 Meeting Date: MAR 19, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Call the Meeting to Order None None Management 3 Designate Inspector or Shareholder For For Management Representative(s) of Minutes of Meeting 4 Acknowledge Proper Convening of Meeting For For Management 5 Prepare and Approve List of For For Management Shareholders 6 Receive Financial Statements and None None Management Statutory Reports 7 Receive Auditor's Report None None Management 8 Accept Financial Statements and For For Management Statutory Reports 9 Approve Allocation of Income and For For Management Omission of Dividends; Approve Capital Return of EUR 0.15 Per Share 10 Approve Discharge of Board and For For Management President 11 Approve Remuneration of Directors in For For Management the Amount of EUR 160,000 for Chairman, EUR 70,000 for Vice Chairman, and EUR 50,000 for Other Directors; Approve Committee and Meeting Fees 12 Fix Number of Directors at 10 For For Management 13 Reelect Ronen Ashkenazi, Chaim For For Management Katzman, Bernd Knobloch, Arnold de Haan, Kirsi Komi, Andrea Orlandi, Claes Ottosson, Per-Anders Ovin, and Ariella Zochovitzky as Directors; Elect Rachel Lavine as New Director 14 Approve Remuneration of Auditors For For Management 15 Ratify Ernst & Young as Auditors For For Management 16 Approve Issuance of up to 60 Million For For Management Shares without Preemptive Rights 17 Authorize Share Repurchase Program For For Management 18 Close Meeting None None Management -------------------------------------------------------------------------------- CLAL INSURANCE ENTERPRISE HOLDINGS LTD. Ticker: CLIS Security ID: M2447P107 Meeting Date: OCT 27, 2014 Meeting Type: Annual Record Date: OCT 19, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Discuss Financial Statements and the None None Management Report of the Board for 2013 2 Reappoint Kost Forer Gabbay & Kasierer For Against Management and Somekh Chaikin as Joint Auditors; Report on Auditor Fees for 2013 3.1 Reelect Dani Naveh as Director Until For For Management the End of the Next Annual General Meeting 3.2 Reelect Amos Eran as Director Until For Against Management the End of the Next Annual General Meeting 3.3 Reelect Amnon Sadeh as Director Until For For Management the End of the Next Annual General Meeting -------------------------------------------------------------------------------- CLAL INSURANCE ENTERPRISES HOLDINGS LTD. Ticker: CLIS Security ID: M2447P107 Meeting Date: APR 30, 2015 Meeting Type: Special Record Date: APR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Reelect Joseph Yagil as External For For Management Director For a Three Year Term A Vote FOR if you are a controlling None Against Management shareholder or have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager -------------------------------------------------------------------------------- CLARIANT AG Ticker: CLN Security ID: H14843165 Meeting Date: MAR 31, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1.1 Accept Financial Statements and For For Management Statutory Reports 1.2 Approve Remuneration Report For For Management 2 Approve Discharge of Board and Senior For For Management Management 3.1 Approve Allocation of Income For For Management 3.2 Approve Dividends of CHF 0.40 per Share For For Management 4.1.1 Reelect Guenter von Au as Director For For Management 4.1.2 Reelect Peter Chen as Director For For Management 4.1.3 Reelect Peter Isler as Director For For Management 4.1.4 Reelect Dominik Koechlin as Director For For Management 4.1.5 Reelect Hariolf Kottmann as Director For For Management 4.1.6 Reelect Carlo Soave as Director For For Management 4.1.7 Reelect Rudolf Wehrli as Director For For Management 4.1.8 Reelect Konstantin Winterstein as For For Management Director 4.1.9 Elect Susanne Wamsler as Director For For Management 4.2 Reelect Rudolf Wehrli as Board Chairman For For Management 4.3.1 Appoint Dominik Koechlin as Member of For For Management the Compensation Committee 4.3.2 Appoint Carlo Soave as Member of the For For Management Compensation Committee 4.3.3 Appoint Rudolf Wehrli as Member of the For For Management Compensation Committee 4.4 Designate Balthasar Settelen as For For Management Independent Proxy 4.5 Ratify Pricewaterhouse Coopers as For For Management Auditors 5.1 Approve Remuneration of Board of For For Management Directors in the Amount of CHF 3.2 Million 5.2 Approve Remuneration of Executive For For Management Committee in the Amount of CHF 15 Million 6.1 Additional Voting Instructions - Board None Against Management of Directors Proposals (Voting) 6.2 Additional Voting Instructions - None Against Management Shareholder Proposals (Voting) -------------------------------------------------------------------------------- CLEANUP CORP. Ticker: 7955 Security ID: J08106106 Meeting Date: JUN 25, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 10 2 Amend Articles to Indemnify Directors For Against Management - Indemnify Statutory Auditors - Indemnify Audit Firm 3.1 Appoint Statutory Auditor Yamane, For For Management Yasumasa 3.2 Appoint Statutory Auditor Araya, For For Management Kenichi 3.3 Appoint Statutory Auditor Aruga, For For Management Fuminobu 4 Appoint Alternate Statutory Auditor For For Management Tate, Magozo -------------------------------------------------------------------------------- CLOSE BROTHERS GROUP PLC Ticker: CBG Security ID: G22120102 Meeting Date: NOV 20, 2014 Meeting Type: Annual Record Date: NOV 18, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Remuneration Policy For For Management 4 Approve Final Dividend For For Management 5 Re-elect Strone Macpherson as Director For For Management 6 Re-elect Preben Prebensen as Director For For Management 7 Re-elect Stephen Hodges as Director For For Management 8 Re-elect Jonathan Howell as Director For For Management 9 Re-elect Elizabeth Lee as Director For For Management 10 Re-elect Geoffrey Howe as Director For For Management 11 Elect Oliver Corbett as Director For For Management 12 Elect Lesley Jones as Director For For Management 13 Elect Bridget Macaskill as Director For For Management 14 Reappoint Deloitte LLP as Auditors For For Management 15 Authorise Board to Fix Remuneration of For For Management Auditors 16 Approve Share Incentive Plan For For Management 17 Authorise Issue of Equity with For For Management Pre-emptive Rights 18 Authorise Issue of Equity without For For Management Pre-emptive Rights 19 Authorise Market Purchase of Ordinary For For Management Shares 20 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- CNOOC LTD. Ticker: 00883 Security ID: Y1662W117 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAY 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor A1 Accept Financial Statements and For For Management Statutory Reports A2 Approve Final Dividend For For Management A3 Elect Wu Guangqi as Director For Against Management A4 Elect Yang Hua as Director For For Management A5 Elect Tse Hau Yin, Aloysius as Director For For Management A6 Authorize Board to Fix Remuneration of For For Management Directors A7 Approve Deloitte Touche Tohmatsu as For For Management Auditors and Authorize Board to Fix Their Remuneration B1 Authorize Repurchase of Issued Share For For Management Capital B2 Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights B3 Authorize Reissuance of Repurchased For Against Management Shares -------------------------------------------------------------------------------- COFINIMMO Ticker: COFB Security ID: B25654136 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: APR 29, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Directors' Reports (Non-Voting) None None Management 2 Approve Remuneration Report For For Management 3 Receive Auditors' Reports (Non-Voting) None None Management 4 Approve Financial Statements, For For Management Allocation of Income 5 Receive Consolidated Financial None None Management Statements and Statutory Reports (Non-Voting) 6 Approve Discharge of Directors For For Management 7 Approve Discharge of Auditors For For Management 8 Reelect Xavier Denis as Director For For Management 9a Elect Kathleen Van Den Eynde as For For Management Independent Director 9b Elect Jerome Descamps as Director For For Management 10 Approve Change-of-Control Clause Re : For For Management Bond Issuance dd. March 19, 2015 11 Transact Other Business None None Management -------------------------------------------------------------------------------- COMPAGNIE FINANCIERE RICHEMONT SA Ticker: CFR Security ID: H25662182 Meeting Date: SEP 17, 2014 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1.1 Accept Financial Statements and For For Management Statutory Reports 1.2 Approve Remuneration Report For For Management 2 Approve Allocation of Income and For For Management Dividends of CHF 1.40 per Registered A Share and of CHF 0.14 per Bearer B Share 3 Approve Discharge of Board and Senior For For Management Management 4.1 Elect Yves-Andre Istel as Director For Against Management 4.2 Elect Lord Douro as Director For Against Management 4.3 Elect Jean-Blaise Eckert as Director For Against Management 4.4 Elect Bernard Fornas as Director For For Management 4.5 Elect Richard Lepeu as Director For For Management 4.6 Elect Ruggero Magnoni as Director For Against Management 4.7 Elect Joshua Malherbe as Director For Against Management 4.8 Elect Frederic Mostert as Director For Against Management 4.9 Elect Simon Murray as Director For For Management 4.10 Elect Alain Dominique Perrin as For Against Management Director 4.11 Elect Guillaume Pictet as Director For For Management 4.12 Elect Norbert Platt as Director For Against Management 4.13 Elect Alan Quasha as Director For Against Management 4.14 Elect Maria Ramos as Director For For Management 4.15 Elect Lord Renwick of Clifton as For Against Management Director 4.16 Elect Jan Rupert as Director For Against Management 4.17 Elect Gary Saage as Director For Against Management 4.18 Elect Juergen Schrempp as Director For Against Management 4.19 Elect Johann Rupert as Director and For Against Management Board Chairman 5.1 Appoint Lord Renwick of Clifton as For Against Management Member of the Compensation Committee 5.2 Appoint Lord Douro as Member of the For Against Management Compensation Committee 5.3 Appoint Yves-Andre Istel as Member of For Against Management the Compensation Committee 6 Ratify PricewaterhouseCoopers as For For Management Auditors 7 Designate Francoise Demierre Morand as For For Management Independent Proxy 8 Transact Other Business (Voting) For Against Management -------------------------------------------------------------------------------- COMPAGNIE GENERALE DES ETABLISSEMENTS MICHELIN Ticker: ML Security ID: F61824144 Meeting Date: MAY 22, 2015 Meeting Type: Annual/Special Record Date: MAY 19, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Allocation of Income and For For Management Dividends of EUR 2.50 per Share 3 Approve Consolidated Financial For For Management Statements and Statutory Reports 4 Approve Auditors' Special Report on For For Management Related-Party Transactions Mentioning the Absence of New Transactions 5 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 6 Advisory Vote on Compensation of For For Management Jean-Dominique Senard, General Manager 7 Reelect Barbara Dalibard as For For Management Supervisory Board Member 8 Elect Aruna Jayanthi as Supervisory For For Management Board Member 9 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 10 Amend Article 22 of Bylaws Re: Record For For Management Date 11 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- COMPUTACENTER PLC Ticker: CCC Security ID: G23356135 Meeting Date: FEB 19, 2015 Meeting Type: Special Record Date: FEB 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Return of Value to For For Management Shareholders By Way of B Share Structure and Share Capital Consolidation 2 Autihorise Issue of Equity with For For Management Pre-emptive Rights 3 Autihorise Issue of Equity without For For Management Pre-emptive Rights 4 Authorise Market Purchase of New For For Management Ordinary Shares -------------------------------------------------------------------------------- COMPUTACENTER PLC Ticker: CCC Security ID: G23356150 Meeting Date: MAY 19, 2015 Meeting Type: Annual Record Date: MAY 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Final Dividend For For Management 4a Re-elect Tony Conophy as Director For For Management 4b Re-elect Philip Hulme as Director For Against Management 4c Re-elect Greg Lock as Director For Abstain Management 4d Re-elect Mike Norris as Director For For Management 4e Re-elect Peter Ogden as Director For Against Management 4f Re-elect Regine Stachelhaus as Director For For Management 4g Elect Minnow Powell as Director For For Management 5 Appoint KPMG LLP as Auditors For For Management 6 Authorise Board to Fix Remuneration of For For Management Auditors 7 Approve Performance Share Plan For For Management 8 Authorise Issue of Equity with For For Management Pre-emptive Rights 9 Authorise Issue of Equity without For For Management Pre-emptive Rights 10 Authorise Market Purchase of Ordinary For For Management Shares 11 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- CONTINENTAL AG Ticker: CON Security ID: D16212140 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: APR 08, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2014 (Non-Voting) 2 Approve Allocation of Income and For For Management Dividends of EUR 3.25 per Share 3.1 Approve Discharge of Management Board For For Management Member Elmar Degenhart for Fiscal 2014 3.2 Approve Discharge of Management Board For For Management Member Jose Avila for Fiscal 2014 3.3 Approve Discharge of Management Board For For Management Member Ralf Cramer for Fiscal 2014 3.4 Approve Discharge of Management Board For For Management Member Frank Jourdan for Fiscal 2014 3.5 Approve Discharge of Management Board For For Management Member Helmut Matschi for Fiscal 2014 3.6 Approve Discharge of Management Board For For Management Member Ariane Reinhart for Fiscal 2014 3.7 Approve Discharge of Management Board For For Management Member Wolfgang Schaefer for Fiscal 2014 3.8 Approve Discharge of Management Board For For Management Member Nikolai Setzer for Fiscal 2014 3.9 Approve Discharge of Management Board For For Management member Elke Strathmann for Fiscal 2014 3.10 Approve Discharge of Management Board For For Management Member Heinz-Gerhard Wente for Fiscal 2014 4.1 Approve Discharge of Supervisory Board For For Management Member Wolfgang Reitzle for Fiscal 2014 4.2 Approve Discharge of Supervisory Board For For Management Member Michael Deister for Fiscal 2014 4.3 Approve Discharge of Supervisory Board For For Management Member Gunter Dunkel for Fiscal 2014 4.4 Approve Discharge of Supervisory Board For For Management Member Hans Fischl for Fiscal 2014 4.5 Approve Discharge of Supervisory Board For For Management Member Peter Gutzmer for Fiscal 2014 4.6 Approve Discharge of Supervisory Board For For Management Member Peter Hausmann for Fiscal 2014 4.7 Approve Discharge of Supervisory Board For For Management Member Hans-Olaf Henkel for Fiscal 2014 4.8 Approve Discharge of Supervisory Board For For Management Member Michael Iglhaut for Fiscal 2014 4.9 Approve Discharge of Supervisory Board For For Management Member Joerg Koehlinger for Fiscal 2014 4.10 Approve Discharge of Supervisory Board For For Management Member Klaus Mangold for Fiscal 2014 4.11 Approve Discharge of Supervisory Board For For Management Member Hartmut Meine for Fiscal 2014 4.12 Approve Discharge of Supervisory Board For For Management Member Sabine Neuss for Fiscal 2014 4.13 Approve Discharge of Supervisory Board For For Management Member Rolf Nonnenmacher for Fiscal 2014 4.14 Approve Discharge of Supervisory Board For For Management Member Dirk Nordmann for Fiscal 2014 4.15 Approve Discharge of Supervisory Board For For Management Member Artur Otto for Fiscal 2014 4.16 Approve Discharge of Supervisory Board For For Management Member Klaus Rosenfeld for Fiscal 2014 4.17 Approve Discharge of Supervisory Board For For Management Member Georg Schaeffler for Fiscal 2014 4.18 Approve Discharge of Supervisory Board For For Management Member Maria-Elisabeth Schaeffler-Thumann for Fiscal 2014 4.19 Approve Discharge of Supervisory Board For For Management Member Joerg Schoenfelder for Fiscal 2014 4.20 Approve Discharge of Supervisory Board For For Management Member Kirsten Voerkel for Fiscal 2014 4.21 Approve Discharge of Supervisory Board For For Management Member Elke Volkmann for Fiscal 2014 4.22 Approve Discharge of Supervisory Board For For Management Member Bernd Voss for Fiscal 2014 4.23 Approve Discharge of Supervisory Board For For Management Member Erwin Woerle for Fiscal 2014 4.24 Approve Discharge of Supervisory Board For For Management Member Siegfried Wolf for Fiscal 2014 5 Ratify KPMG AG as Auditors for Fiscal For For Management 2015 and for Review of Interim Financial Reports -------------------------------------------------------------------------------- CORONA CORP. Ticker: 5909 Security ID: J0829N108 Meeting Date: JUN 25, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 14 2.1 Elect Director Uchida, Tsutomu For Against Management 2.2 Elect Director Kobayashi, Kazuyoshi For For Management 2.3 Elect Director Takahashi, Kazuyoshi For For Management 2.4 Elect Director Oikawa, Yoshifumi For For Management 2.5 Elect Director Sato, Kenichi For For Management 2.6 Elect Director Tsurumaki, Satoru For For Management 2.7 Elect Director Kato, Hiroyuki For For Management 2.8 Elect Director Osabe, Hideo For For Management 2.9 Elect Director Seita, Hisao For For Management 2.10 Elect Director Sekiya, Shinichi For For Management 2.11 Elect Director Dai, Yuji For For Management -------------------------------------------------------------------------------- COSTAIN GROUP PLC Ticker: COST Security ID: G24472204 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAY 01, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Final Dividend For For Management 4 Re-elect Andrew Wyllie as Director For For Management 5 Re-elect David Allvey as Director For For Management 6 Elect David McManus as Director For For Management 7 Reappoint KPMG LLP as Auditors For For Management 8 Authorise Board to Fix Remuneration of For For Management Auditors 9 Authorise Issue of Equity with For For Management Pre-emptive Rights 10 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- CP ALL PCL Ticker: CPALL Security ID: Y1772K169 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Minutes of Previous Meeting For For Management 2 Approve Operations Report For For Management 3 Accept Financial Statements For For Management 4 Approve Allocation of Income and For For Management Dividend of THB 0.80 Per Share 5. Elect Dhanin Chearavanont as Director For Against Management 5.2 Elect Korsak Chairasmisak as Director For Against Management 5.3 Elect Soopakij Chearavanont as Director For Against Management 5.4 Elect Adirek Sripratak as Director For For Management 5.5 Elect Tanin Buranamanit as Director For For Management 6 Approve Remuneration of Directors For For Management 7 Approve KPMG Phoomchai Audit Ltd. as For For Management Auditors and Authorize Board to Fix Their Remuneration 8 Other Business For Against Management -------------------------------------------------------------------------------- CRAMO OYJ Ticker: CRA1V Security ID: X1676B118 Meeting Date: MAR 31, 2015 Meeting Type: Annual Record Date: MAR 19, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Call the Meeting to Order None None Management 3 Designate Inspector or Shareholder For For Management Representative(s) of Minutes of Meeting 4 Acknowledge Proper Convening of Meeting For For Management 5 Prepare and Approve List of For For Management Shareholders 6 Receive Financial Statements and None None Management Statutory Reports 7 Accept Financial Statements and For For Management Statutory Reports 8 Approve Allocation of Income and For For Management Dividends of EUR 0.55 Per Share 9 Approve Discharge of Board and For For Management President 10 Amend Articles Re: Set Number of For For Management Directors Between Five and Eight; Convocation of General Meeting 11 Approve Remuneration of Directors in For For Management the Amount of EUR 70,000 for Chairman, EUR 45,000 for Deputy Chairman, and EUR 35,000 for Other Directors; Approve Meeting Fees 12 Fix Number of Directors at Eight For For Management 13 Reelect Helene Bistrom, Leif Bostrom, For For Management Eino Halonen, Victor Hartwall, Raimo Seppanen, Erkki Stenberg, and Caroline Sundewall as Directors; Elect Michael Rosenlew as a New Director 14 Approve Remuneration of Auditors For For Management 15 Fix Number of Auditors at One For For Management 16 Ratify KPMG as Auditors For For Management 17 Authorize Share Repurchase Program For For Management 18 Approve Issuance of up to 4.4 Million For For Management Shares without Preemptive Rights 19 Approve Charitable Donations of up to For For Management EUR 20,000 20 Establish and Adopt Rules for For For Management Nominating Committee 21 Close Meeting None None Management -------------------------------------------------------------------------------- CREDIT SUISSE GROUP AG Ticker: CSGN Security ID: H3698D419 Meeting Date: APR 24, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1.1 Receive Financial Statements and None None Management Statutory Reports (Non-Voting) 1.2 Approve Remuneration Report For For Management (Non-Binding) 1.3 Accept Financial Statements and For For Management Statutory Reports 2 Approve Discharge of Board and Senior For For Management Management 3.1 Approve Allocation of Income For For Management 3.2 Approve Dividends of CHF 0.70 per For For Management Share from Capital Contribution Reserves in the Form of Either a Scrip Dividend or a Cash Contribution 4.1 Approve Maximum Remuneration of Board For For Management of Directors in the Amount of CHF 12 Million 4.2.1 Approve Maximum Fixed Remuneration of For For Management Executive Committee in the Amount of CHF 32 Million 4.2.2 Approve Variable Remuneration of For For Management Executive Committee in the Amount of CHF 39.1 Million 5 Approve Creation of CHF 6.4 Million For For Management Pool of Capital without Preemptive Rights 6.1a Reelect Urs Rohner as Director and For For Management Board Chairman 6.1b Reelect Jassim Al Thani as Director For For Management 6.1c Reelect Iris Bohnet as Director For For Management 6.1d Reelect Noreen Doyle as Director For For Management 6.1e Reelect Andreas Koopmann as Director For For Management 6.1f Reelect Jean Lanier as Director For For Management 6.1g Reelect Kai Nargolwala as Director For For Management 6.1h Reelect Severin Schwan as Director For For Management 6.1i Reelect Richard Thornburgh as Director For For Management 6.1j Reelect Sebastian Thrun as Director For For Management 6.1k Reelect John Tiner as Director For For Management 6.1l Elect Seraina Maag as Director For For Management 6.2.1 Appoint Iris Bohnet as Member of the For For Management Compensation Committee 6.2.2 Appoint Andreas Koopmann as Member of For For Management the Compensation Committee 6.2.3 Appoint Jean Lanier as Member of the For For Management Compensation Committee 6.2.4 Appoint Kai Nargolwala as Member of For For Management the Compensation Committee 6.3 Ratify KPMG AG as Auditors For For Management 6.4 Ratify BDO AG as Special Auditor For For Management 6.5 Designate Andreas Keller as For For Management Independent Proxy 7 Transact Other Business (Voting) For Against Management -------------------------------------------------------------------------------- CREDIT SUISSE GROUP AG Ticker: CSGN Security ID: H3698D419 Meeting Date: APR 24, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1.1 Receive Financial Statements and None None Management Statutory Reports (Non-Voting) 1.2 Approve Remuneration Report For Against Management (Non-Binding) 1.3 Accept Financial Statements and For For Management Statutory Reports 2 Approve Discharge of Board and Senior For For Management Management 3.1 Approve Allocation of Income For For Management 3.2 Approve Dividends of CHF 0.70 per For For Management Share from Capital Contribution Reserves in the Form of Either a Scrip Dividend or a Cash Contribution 4.1 Approve Maximum Remuneration of Board For For Management of Directors in the Amount of CHF 12 Million 4.2.1 Approve Maximum Fixed Remuneration of For For Management Executive Committee in the Amount of CHF 32 Million 4.2.2 Approve Variable Remuneration of For For Management Executive Committee in the Amount of CHF 39.1 Million 5 Approve Creation of CHF 6.4 Million For For Management Pool of Capital without Preemptive Rights 6.1a Reelect Urs Rohner as Director and For For Management Board Chairman 6.1b Reelect Jassim Al Thani as Director For For Management 6.1c Reelect Iris Bohnet as Director For For Management 6.1d Reelect Noreen Doyle as Director For For Management 6.1e Reelect Andreas Koopmann as Director For For Management 6.1f Reelect Jean Lanier as Director For For Management 6.1g Reelect Kai Nargolwala as Director For For Management 6.1h Reelect Severin Schwan as Director For For Management 6.1i Reelect Richard Thornburgh as Director For For Management 6.1j Reelect Sebastian Thrun as Director For For Management 6.1k Reelect John Tiner as Director For For Management 6.1l Elect Seraina Maag as Director For For Management 6.2.1 Appoint Iris Bohnet as Member of the For For Management Compensation Committee 6.2.2 Appoint Andreas Koopmann as Member of For For Management the Compensation Committee 6.2.3 Appoint Jean Lanier as Member of the For For Management Compensation Committee 6.2.4 Appoint Kai Nargolwala as Member of For For Management the Compensation Committee 6.3 Ratify KPMG AG as Auditors For For Management 6.4 Ratify BDO AG as Special Auditor For For Management 6.5 Designate Andreas Keller as For For Management Independent Proxy 7 Transact Other Business (Voting) For Against Management -------------------------------------------------------------------------------- CSL LTD. Ticker: CSL Security ID: Q3018U109 Meeting Date: OCT 15, 2014 Meeting Type: Annual Record Date: OCT 13, 2014 # Proposal Mgt Rec Vote Cast Sponsor 2a Elect John Shine as Director For For Management 2b Elect Christine O'Reilly as Director For For Management 2c Elect Bruce Brook as Director For For Management 3 Approve the Remuneration Report For For Management 4 Approve the Grant of Performance For For Management Options and Performance Rights to Paul Perreault Managing Director and Chief Executive Officer of the Company 5 Approve the Increase in Maximum For For Management Aggregate Remuneration of Non-Executive Directors -------------------------------------------------------------------------------- CTRIP.COM INTERNATIONAL LTD. Ticker: CTRP Security ID: 22943F100 Meeting Date: SEP 19, 2014 Meeting Type: Annual Record Date: AUG 21, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Amendments to Articles of For Against Management Association -------------------------------------------------------------------------------- DAIICHI JITSUGYO CO. LTD. Ticker: 8059 Security ID: J09492109 Meeting Date: JUN 23, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 8 2.1 Elect Director Yamagata, Koji For For Management 2.2 Elect Director Tsuda, Toru For For Management 2.3 Elect Director Terakawa, Shigeki For For Management 2.4 Elect Director Yoshida, Hiroshi For For Management 2.5 Elect Director Kimoto, Hajime For For Management 2.6 Elect Director Sakamoto, Yoshikazu For For Management 3 Approve Annual Bonus Payment to For For Management Directors 4 Amend Deep Discount Stock Option Plan For For Management Approved at 2011 AGM -------------------------------------------------------------------------------- DAIKIN INDUSTRIES LTD. Ticker: 6367 Security ID: J10038115 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 60 2 Authorize Share Repurchase Program For For Management 3 Appoint Statutory Auditor Uematsu, For For Management Kosei 4 Appoint Alternate Statutory Auditor For For Management Ono, Ichiro 5 Approve Deep Discount Stock Option Plan For For Management -------------------------------------------------------------------------------- DAIMLER AG Ticker: DAI Security ID: D1668R123 Meeting Date: APR 01, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2014 (Non-Voting) 2 Approve Allocation of Income and For Did Not Vote Management Dividends of EUR 2.45 per Share 3 Approve Discharge of Management Board For Did Not Vote Management for Fiscal 2014 4 Approve Discharge of Supervisory Board For Did Not Vote Management for Fiscal 2014 5 Ratify KPMG AG as Auditors for Fiscal For Did Not Vote Management 2015 6 Elect Paul Achleitner to the For Did Not Vote Management Supervisory Board 7 Authorize Share Repurchase Program and For Did Not Vote Management Reissuance or Cancellation of Repurchased Shares 8 Authorize Use of Financial Derivatives For Did Not Vote Management when Repurchasing Shares 9 Approve Issuance of Warrants/Bonds For Did Not Vote Management with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 10 Billion; Approve Creation of EUR 500 Million Pool of Capital to Guarantee Conversion Rights 10 Cancel Affiliation Agreement with For Did Not Vote Management Subsidiary Daimler Financial Services AG Approved at 2014 AGM -------------------------------------------------------------------------------- DAIMLER AG Ticker: DAI Security ID: D1668R123 Meeting Date: APR 01, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2014 (Non-Voting) 2 Approve Allocation of Income and For For Management Dividends of EUR 2.45 per Share 3 Approve Discharge of Management Board For For Management for Fiscal 2014 4 Approve Discharge of Supervisory Board For For Management for Fiscal 2014 5 Ratify KPMG AG as Auditors for Fiscal For For Management 2015 6 Elect Paul Achleitner to the For For Management Supervisory Board 7 Authorize Share Repurchase Program and For For Management Reissuance or Cancellation of Repurchased Shares 8 Authorize Use of Financial Derivatives For For Management when Repurchasing Shares 9 Approve Issuance of Warrants/Bonds For For Management with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 10 Billion; Approve Creation of EUR 500 Million Pool of Capital to Guarantee Conversion Rights 10 Cancel Affiliation Agreement with For For Management Subsidiary Daimler Financial Services AG Approved at 2014 AGM -------------------------------------------------------------------------------- DAINICHISEIKA COLOUR & CHEM MFG. CO. LTD. Ticker: 4116 Security ID: J10332104 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 7 2 Amend Articles to Amend Business Lines For For Management 3.1 Elect Director Takahashi, Koji For For Management 3.2 Elect Director Nakamura, Kazuo For For Management 3.3 Elect Director Nakajo, Kengo For For Management 3.4 Elect Director Yoshida, Akio For For Management 3.5 Elect Director Hanada, Kazuyuki For For Management 3.6 Elect Director Sannan, Takanori For For Management 3.7 Elect Director Hattori, Hiroshi For For Management 3.8 Elect Director Sakakibara, Toshiya For For Management 3.9 Elect Director Saito, Osamu For For Management 3.10 Elect Director Takino, Hiroyuki For For Management 3.11 Elect Director Yamada, Tsunetaro For For Management 4 Appoint Statutory Auditor Yokota, Osamu For For Management 5 Appoint Alternate Statutory Auditor For Against Management Ito, Kimio 6 Approve Retirement Bonus Payment for For Against Management Director and Statutory Auditor -------------------------------------------------------------------------------- DANONE Ticker: BN Security ID: F12033134 Meeting Date: APR 29, 2015 Meeting Type: Annual/Special Record Date: APR 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 1.50 per Share 4 Approve Stock Dividend Program For For Management 5 Reelect Jacques-Antoine Granjon as For For Management Director 6 Reelect Jean Laurent as Director For For Management 7 Reelect Benoit Potier as Director For For Management 8 Reelect Mouna Sepehri as Director For For Management 9 Reelect Virginia A. Stallings as For For Management Director 10 Elect Serpil Timuray as Director For For Management 11 Approve Transaction with J.P. Morgan For Against Management 12 Approve Agreement with Emmanuel Faber For For Management 13 Advisory Vote on Compensation of For Against Management Franck Riboud, Chairman and CEO until Sep. 30, 2014 14 Advisory Vote on Compensation of For For Management Franck Riboud, Chairman since Oct. 1, 2014 15 Advisory Vote on Compensation of For For Management Emmanuel Faber, Vice CEO until Sep. 30, 2014 16 Advisory Vote on Compensation of For For Management Emmanuel Faber, CEO since Oct. 1, 2014 17 Advisory Vote on Compensation of For For Management Bernard Hours, Vice CEO until Sep. 2, 2014 18 Approve Remuneration of Directors in For For Management the Aggregate Amount of EUR 1 Million 19 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 20 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 56.3 Million 21 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights with Binding Priority Rights up to Aggregate Nominal Amount of EUR 16 Million 22 Authorize Board to Increase Capital in For For Management the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote under Item 21 23 Authorize Capital Increase of Up to For For Management EUR 16 Million for Future Exchange Offers 24 Authorize Capital Increase of up to 10 For For Management Percent of Issued Capital for Contributions in Kind 25 Authorize Capitalization of Reserves For For Management of Up to EUR 40.2 Million for Bonus Issue or Increase in Par Value 26 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 27 Authorize up to 0.2 Percent of Issued For For Management Capital for Use in Restricted Stock Plans 28 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 29 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- DANSKE BANK A/S Ticker: DANSKE Security ID: K22272114 Meeting Date: MAR 18, 2015 Meeting Type: Annual Record Date: MAR 11, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Report of Board None None Management 2 Accept Financial Statements and For Did Not Vote Management Statutory Reports 3 Approve Allocation of Income and For Did Not Vote Management Dividend of DKK 5.50 per Share 4.1 Reelect Ole Andersen as Director For Did Not Vote Management 4.2 Reelect Urban Backstrom as Director For Did Not Vote Management 4.3 Reelect Lars Forberg as Director For Did Not Vote Management 4.4 Reelect Jorn Jensen as Director For Did Not Vote Management 4.5 Reelect Rolv Ryssdal as Director For Did Not Vote Management 4.6 Reelect Carol Sergeant as Director For Did Not Vote Management 4.7 Reelect Jim Snabe as Director For Did Not Vote Management 4.8 Reelect Trond Westlie as Director For Did Not Vote Management 5 Ratify Deloitte as Auditors For Did Not Vote Management 6.1 Reduce Authorization to Create Pool of For Did Not Vote Management Capital with Preemptive Rights to DKK 2 Billion 6.2 Amend Articles Re: Delete Reference to For Did Not Vote Management Hybrid Core Capital 6.3 Amend Articles Re: Delete References For Did Not Vote Management to Several Secondary Names 7 Authorize Share Repurchase Program For Did Not Vote Management 8 Approve Remuneration of Directors for For Did Not Vote Management 2015 9 Require Official Annual Report to be Against Did Not Vote Shareholder Prepared in Danish or Alternatively Fly Danish Flag as Half-Mast at Branches Until 2016 AGM 10 Require Layout and Content Used in Against Did Not Vote Shareholder 2012 for Annual Summary Going Forward 11.1 Require Chairman to Allow Equal Access Against Did Not Vote Shareholder for Everyone Making Proposals at General Meetings to Technical Facilities 11.2 Require Introduction of New and More Against Did Not Vote Shareholder Informative Reporting of Staff Costs Broken Down by Gender 11.3 Amend Reporting of All Taxable Benefits Against Did Not Vote Shareholder 11.4 Break Down Future Disclosure of Item Against Did Not Vote Shareholder in Note 9 of 2014 Annual Report -------------------------------------------------------------------------------- DASSAULT SYSTEMES Ticker: DSY Security ID: F2457H472 Meeting Date: MAY 28, 2015 Meeting Type: Annual/Special Record Date: MAY 25, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 0.43 per Share 4 Approve Stock Dividend Program (Cash For For Management or New Shares) 5 Acknowledge Auditors' Special Report For For Management on Related-Party Transactions Mentioning the Absence of New Transactions Except the One Listed under Item 6 6 Approve Renewal of Severance Payment For Against Management Agreement with Bernard Charles, CEO 7 Advisory Vote on Compensation of For For Management Charles Edelstenne, Chairman 8 Advisory Vote on Compensation of For For Management Bernard Charles, CEO 9 Reelect Jean Pierre Chahid Nourai as For For Management Director 10 Reelect Arnould De Meyer as Director For For Management 11 Reelect Nicole Dassault as Director For Against Management 12 Reelect Toshiko Mori as Director For For Management 13 Ratify Appointment of Marie Helene For Against Management Habert as Director 14 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 15 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 16 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 12 Million 17 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 12 Million 18 Approve Issuance of Equity or For For Management Equity-Linked Securities for Private Placements, up to Aggregate Nominal Amount of EUR 12 Million 19 Authorize Capitalization of Reserves For For Management of Up to EUR 12 Million for Bonus Issue or Increase in Par Value 20 Authorize Capital Increase of up to 10 For Against Management Percent of Issued Capital for Contributions in Kind 21 Authorize up to 2 Percent of Issued For Against Management Capital for Use in Restricted Stock Plans 22 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 23 Amend Articles 14, 22, and 27 of For For Management Bylaws Re: Directors' Length of Term, Related Party Transactions, and Record Date 24 Approve Change of Corporate Form to For For Management Societas Europaea (SE) 25 Subject to Approval of Item 24, Change For For Management Company Name to Dassault Systemes SE 26 Subject to Approval of Items 24 and For For Management 25, Adopt New Bylaws 27 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- DBS GROUP HOLDINGS LTD. Ticker: D05 Security ID: Y20246107 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Adopt Financial Statements and For For Management Directors' and Auditors' Reports 2 Approve Final Dividend Per Ordinary For For Management Share 3 Approve Final Dividend Per Non-Voting For For Management Redeemable Convertible Preference Share 4 Approve Directors' Fees For For Management 5 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 6 Elect Peter Seah as Director For For Management 7 Elect Ow Foong Pheng as Director For Against Management 8 Elect Andre Sekulic as Director For For Management 9 Elect Nihal Vijaya Devadas Kaviratne For For Management as Director 10 Approve Grant of Awards and Issuance For For Management of Shares Pursuant to the DBSH Share Option Plan and DBSH Share Plan 11 Approve Issuance of Equity or For For Management Equity-Linked Securities with or without Preemptive Rights 12 Approve Issuance of Shares and For For Management Non-Voting Redeemable Convertible Preference Shares Under the DBSH Scrip Dividend Scheme for the Final Dividends for the Year Ended Dec. 31, 2014 13 Approve Issuance of Shares and For For Management Non-Voting Redeemable Convertible Preference Shares Under the DBSH Scrip Dividend Scheme for the Dividends which may be Declared for the Year Ending Dec. 31, 2015 -------------------------------------------------------------------------------- DBS GROUP HOLDINGS LTD. Ticker: D05 Security ID: Y20246107 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Adopt Financial Statements and For For Management Directors' and Auditors' Reports 2 Approve Final Dividend Per Ordinary For For Management Share 3 Approve Final Dividend Per Non-Voting For For Management Redeemable Convertible Preference Share 4 Approve Directors' Fees For For Management 5 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 6 Elect Peter Seah as Director For For Management 7 Elect Ow Foong Pheng as Director For For Management 8 Elect Andre Sekulic as Director For For Management 9 Elect Nihal Vijaya Devadas Kaviratne For For Management as Director 10 Approve Grant of Awards and Issuance For For Management of Shares Pursuant to the DBSH Share Option Plan and DBSH Share Plan 11 Approve Issuance of Equity or For For Management Equity-Linked Securities with or without Preemptive Rights 12 Approve Issuance of Shares and For For Management Non-Voting Redeemable Convertible Preference Shares Under the DBSH Scrip Dividend Scheme for the Final Dividends for the Year Ended Dec. 31, 2014 13 Approve Issuance of Shares and For For Management Non-Voting Redeemable Convertible Preference Shares Under the DBSH Scrip Dividend Scheme for the Dividends which may be Declared for the Year Ending Dec. 31, 2015 -------------------------------------------------------------------------------- DBS GROUP HOLDINGS LTD. Ticker: D05 Security ID: Y20246107 Meeting Date: APR 23, 2015 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Authorize Share Repurchase Program For For Management -------------------------------------------------------------------------------- DEBENHAMS PLC Ticker: DEB Security ID: G2768V102 Meeting Date: DEC 09, 2014 Meeting Type: Annual Record Date: DEC 07, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Policy For For Management 3 Approve Remuneration Report For For Management 4 Approve Final Dividend For For Management 5 Elect Suzanne Harlow as Director For For Management 6 Re-elect Nigel Northridge as Director For For Management 7 Re-elect Michael Sharp as Director For For Management 8 Re-elect Peter Fitzgerald as Director For For Management 9 Re-elect Stephen Ingham as Director For For Management 10 Re-elect Martina King as Director For For Management 11 Re-elect Dennis Millard as Director For For Management 12 Re-elect Mark Rolfe as Director For For Management 13 Re-elect Sophie Turner Laing as For For Management Director 14 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors 15 Authorise the Audit Committee to Fix For For Management Remuneration of Auditors 16 Authorise Issue of Equity with For For Management Pre-emptive Rights 17 Authorise Issue of Equity without For For Management Pre-emptive Rights 18 Authorise Market Purchase of Ordinary For For Management Shares 19 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- DELTA LLOYD NV Ticker: DL Security ID: N25633103 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: APR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting and Receive Announcements None None Management 2 Receive Report of Management Board None None Management (Non-Voting) 3 Discuss Remuneration Report None None Management 4a Adopt Financial Statements and For For Management Statutory Reports 4b Receive Explanation on Company's None None Management Reserves and Dividend Policy 4c Approve Dividends of EUR 1.03 Per Share For For Management 5a Approve Discharge of Management Board For Against Management 5b Approve Discharge of Supervisory Board For For Management 6 Announce Intention of Supervisory None None Management Board to Appoint A. Mijer to the Management Board 7 Announce Intention of Supervisory None None Management Board to Reappoint O.Verstegen to the Management Board 8 Amend Articles of Association Re: For For Management Reflect Legislative Updates under Claw Back Act and Other Changes 9 Reappoint Ernst & Young as Auditors For For Management 10a Grant Board Authority to Issue Shares For For Management Up To 10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger 10b Authorize Board to Exclude Preemptive For For Management Rights from Share Issuance Under Item 10a 11 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 12 Allow Questions and Close Meeting None None Management -------------------------------------------------------------------------------- DEUTSCHE BETEILIGUNGS AG Ticker: DBAN Security ID: D18150181 Meeting Date: MAR 24, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2013/2014 (Non-Voting) 2 Approve Allocation of Income and For Did Not Vote Management Dividends of EUR 0.40 per Share and a Special Dividend of EUR 1.60 per Share 3 Approve Discharge of Management Board For Did Not Vote Management for Fiscal 2013/2014 4 Approve Discharge of Supervisory Board For Did Not Vote Management for Fiscal 2013/2014 5 Amend Corporate Purpose For Did Not Vote Management 6 Change Fiscal Year End to Sept. 30 For Did Not Vote Management 7 Ratify KPMG AG as Auditors for Fiscal For Did Not Vote Management 2014 8 Approve Creation of EUR 12.1 Million For Did Not Vote Management Pool of Capital with Partial Exclusion of Preemptive Rights 9 Approve Issuance of Warrants/Bonds For Did Not Vote Management with Warrants Attached/Convertible Bonds with Partial Exclusion of Preemptive Rights up to Aggregate Nominal Amount of EUR 110 Million; Approve Creation of EUR 12.1 Million Pool of Capital to Guarantee Conversion Rights -------------------------------------------------------------------------------- DEUTSCHE TELEKOM AG Ticker: DTE Security ID: D2035M136 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 2 Approve Allocation of Income and For Did Not Vote Management Dividends of EUR 0.50 per Share 3 Approve Discharge of Management Board For Did Not Vote Management for Fiscal 2014 4 Approve Discharge of Supervisory Board For Did Not Vote Management for Fiscal 2014 5 Ratify PricewaterhouseCoopers AG as For Did Not Vote Management Auditors for Fiscal 2015 6 Reelect Wulf Bernotat to the For Did Not Vote Management Supervisory Board 7 Elect Michael Kaschke to the For Did Not Vote Management Supervisory Board -------------------------------------------------------------------------------- DFDS A/S Ticker: DFDS Security ID: K29758123 Meeting Date: NOV 19, 2014 Meeting Type: Special Record Date: NOV 12, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve DKK 65 Million Reduction in For For Management Share Capital via Share Cancellation 2 Authorize Editorial Changes to Adopted For For Management Resolutions in Connection with Registration with Danish Authorities -------------------------------------------------------------------------------- DFDS A/S Ticker: DFDS Security ID: K29758123 Meeting Date: MAR 24, 2015 Meeting Type: Annual Record Date: MAR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Report of Board None None Management 2 Accept Financial Statements and For Did Not Vote Management Statutory Reports; Approve Discharge of Management and Board 3 Approve Allocation of Income and For Did Not Vote Management Dividends of DKK 18.00 Per Share 4a Reelect Bent Ostergaard as Director For Did Not Vote Management 4b Reelect Vagn Sorensen as Director For Did Not Vote Management 4c Reelect Claus Hemmingsen as Director For Did Not Vote Management 4d Reelect Jill Melby as Director For Did Not Vote Management 4e Reelect Pernille Erenbjerg as Director For Did Not Vote Management 4f Elect Jorgen Jensen as New Director For Did Not Vote Management 5 Ratify Ernst & Young as Auditors For Did Not Vote Management 6a Approve Remuneration of Directors in For Did Not Vote Management the Amount of DKK 750,000 for Chairman, DKK 450,000 for Vice Chairman, and DKK 300,000 for Other Members; Approve Remuneration for Committee Work 6b Approve Remuneration Policy For Did Not Vote Management 6c Authorize Share Repurchase Program For Did Not Vote Management -------------------------------------------------------------------------------- DIAGEO PLC Ticker: DGE Security ID: G42089113 Meeting Date: SEP 18, 2014 Meeting Type: Annual Record Date: SEP 16, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Remuneration Policy For For Management 4 Approve Final Dividend For For Management 5 Re-elect Peggy Bruzelius as Director For For Management 6 Re-elect Laurence Danon as Director For For Management 7 Re-elect Lord Davies of Abersoch as For For Management Director 8 Re-elect Ho KwonPing as Director For For Management 9 Re-elect Betsy Holden as Director For For Management 10 Re-elect Dr Franz Humer as Director For For Management 11 Re-elect Deirdre Mahlan as Director For For Management 12 Re-elect Ivan Menezes as Director For For Management 13 Re-elect Philip Scott as Director For For Management 14 Elect Nicola Mendelsohn as Director For For Management 15 Elect Alan Stewart as Director For For Management 16 Reappoint KPMG LLP as Auditors For For Management 17 Authorise Board to Fix Remuneration of For For Management Auditors 18 Authorise Issue of Equity with For For Management Pre-emptive Rights 19 Authorise Issue of Equity without For For Management Pre-emptive Rights 20 Authorise Market Purchase of Ordinary For For Management Shares 21 Authorise EU Political Donations and For For Management Expenditure 22 Approve 2014 Long Term Incentive Plan For For Management -------------------------------------------------------------------------------- DIASORIN S.P.A Ticker: DIA Security ID: T3475Y104 Meeting Date: APR 22, 2015 Meeting Type: Annual Record Date: APR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements, For For Management Statutory Reports, and Allocation of Income 2 Approve Remuneration Report For Against Management -------------------------------------------------------------------------------- DICKSON CONCEPTS (INTERNATIONAL) LIMITED Ticker: 00113 Security ID: G27587123 Meeting Date: JUL 24, 2014 Meeting Type: Annual Record Date: JUL 22, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Report of the Directors and For For Management Independent Auditors and the Statement of Accounts 2 Declare Final Dividend with Scrip For For Management Dividend Option 3a1 Elect Dickson Poon as Director For For Management 3a2 Elect Bhanusak Asvaintra as Director For For Management 3a3 Elect Tsang Chi Kin as Director For For Management 3a4 Elect Leung Kai Hung, Michael as For For Management Director 3b Approve Directors' Fees For For Management 4 Reappoint KPMG as Auditors and For For Management Authorize Board to Fix Their Remuneration 5 Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights 6 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 7 Authorize Reissuance of Repurchased For Against Management Shares -------------------------------------------------------------------------------- DIGNITY PLC Ticker: DTY Security ID: G2871S186 Meeting Date: OCT 30, 2014 Meeting Type: Special Record Date: OCT 28, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Adopt New Articles of Association; For For Management Approve Purchase by the Company of the Deferred Shares 2 Approve the Return of Cash For For Management 3 Approve Share Consolidation For For Management 4 Approve the Put Option Agreement For For Management 5 Adopt New Articles of Association For For Management -------------------------------------------------------------------------------- DIGNITY PLC Ticker: DTY Security ID: ADPV27782 Meeting Date: JUN 11, 2015 Meeting Type: Annual Record Date: JUN 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Re-elect Peter Hindley as Director For For Management 4 Re-elect Mike McCollum as Director For For Management 5 Re-elect Andrew Davies as Director For For Management 6 Re-elect Richard Portman as Director For For Management 7 Re-elect Steve Whittern as Director For For Management 8 Re-elect Ishbel Macpherson as Director For For Management 9 Re-elect Alan McWalter as Director For For Management 10 Re-elect Jane Ashcroft as Director For For Management 11 Re-elect Martin Pexton as Director For For Management 12 Appoint Ernst & Young LLP as Auditors For For Management 13 Authorise Board to Fix Remuneration of For For Management Auditors 14 Approve Final Dividend For For Management 15 Authorise Issue of Equity with For For Management Pre-emptive Rights 16 Authorise Issue of Equity without For For Management Pre-emptive Rights 17 Authorise Market Purchase of Ordinary For For Management Shares 18 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- DISCO CO. Ticker: 6146 Security ID: J12327102 Meeting Date: JUN 23, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 88 2.1 Elect Director Mizorogi, Hitoshi For For Management 2.2 Elect Director Sekiya, Kazuma For For Management 2.3 Elect Director Sekiya, Hideyuki For For Management 2.4 Elect Director Tamura, Takao For For Management 2.5 Elect Director Inasaki, Ichiro For For Management 2.6 Elect Director Tamura, Shinichi For For Management 3.1 Appoint Statutory Auditor Takayanagi, For Against Management Tadao 3.2 Appoint Statutory Auditor Kuronuma, For Against Management Tadahiko 3.3 Appoint Statutory Auditor Yamaguchi, For Against Management Yusei 4 Approve Annual Bonus Payment to For For Management Directors -------------------------------------------------------------------------------- DISCOUNT INVESTMENT CORPORATION LTD. Ticker: DISI Security ID: M28072102 Meeting Date: JAN 22, 2015 Meeting Type: Annual Record Date: JAN 14, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Discuss Financial Statements and the None None Management Report of the Board for 2013 2 Reelect Eduardo Sergio Elsztain, For For Management Mordechy Maurice Ben-Moshe, Micha Ben Chorin, Joseph Singer, Sholem (Saul) Lapidus and Saul Zang as Directors 3 Reappoint Somekh Chaikin as Auditors For Against Management Until the Next Annual Meeting; Report on Auditor's Fees for 2013 -------------------------------------------------------------------------------- DMG MORI SEIKI AKTIENGESELLSCHAFT Ticker: GIL Security ID: D2251X105 Meeting Date: MAY 08, 2015 Meeting Type: Annual Record Date: APR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2014 (Non-Voting) 2 Approve Allocation of Income and For For Management Dividends of EUR 0.55 per Share 3 Approve Discharge of Management Board For For Management for Fiscal 2014 4 Approve Discharge of Supervisory Board For For Management for Fiscal 2014 5 Change Company Name to DMG Mori For For Management Aktiengesellschaft 6 Approve Remuneration of Supervisory For For Management Board 7 Ratify KPMG AG as Auditors for Fiscal For For Management 2015 -------------------------------------------------------------------------------- DNB ASA Ticker: DNB Security ID: R1812S105 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: APR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Approve Notice of Meeting and Agenda For Did Not Vote Management 3 Designate Inspector(s) of Minutes of For Did Not Vote Management Meeting 4 Accept Financial Statements and For Did Not Vote Management Statutory Reports; Approve Allocation of Income and Dividends of NOK 3.80 Per Share 5 Approve Remuneration of Auditors For Did Not Vote Management 6a Approve Suggested Remuneration Policy For Did Not Vote Management And Other Terms of Employment For Executive Management 6b Approve Binding Remuneration Policy For Did Not Vote Management And Other Terms of Employment For Executive Management 7 Approve Company's Corporate Governance For Did Not Vote Management Statement 8 Authorize Share Repurchase Program and For Did Not Vote Management Reissuance of Repurchased Shares 9 Elect Members of Supervisory Board For Did Not Vote Management 10 Reelect Frode Hassel, Karl Hovden, and For Did Not Vote Management Ida Helliesen as Members of the Control Committee; Elect Ida Johnson and Ole Trasti as New Members of Control Committee 11 Elect Eldbjorg Lower as Member and For Did Not Vote Management Chairman of Election Committee 12 Approve Remuneration of Members of For Did Not Vote Management Supervisory Board, Control Committee, and Election Committee 13 Amend Articles Re: Supervisory Boards For Did Not Vote Management and Control Committees; Composition of Boards of Directors; Notice to General Meetings; Editorial Changes 14 Change Election Committee's For Did Not Vote Management Instructions -------------------------------------------------------------------------------- DOLLARAMA INC. Ticker: DOL Security ID: 25675T107 Meeting Date: JUN 10, 2015 Meeting Type: Annual Record Date: APR 22, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joshua Bekenstein For Withhold Management 1.2 Elect Director Gregory David For For Management 1.3 Elect Director Elisa D. Garcia C. For For Management 1.4 Elect Director Stephen Gunn For For Management 1.5 Elect Director Nicholas Nomicos For For Management 1.6 Elect Director Larry Rossy For For Management 1.7 Elect Director Neil Rossy For For Management 1.8 Elect Director Richard Roy For For Management 1.9 Elect Director John J. Swidler For For Management 1.10 Elect Director Huw Thomas For For Management 2 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration -------------------------------------------------------------------------------- DOMINO'S PIZZA GROUP PLC Ticker: DOM Security ID: G2811T120 Meeting Date: APR 21, 2015 Meeting Type: Annual Record Date: APR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Reappoint Ernst & Young LLP as Auditors For For Management 3 Authorise the Audit Committee to Fix For For Management Remuneration of Auditors 4 Approve Final Dividend For For Management 5 Re-elect Stephen Hemsley as Director For For Management 6 Re-elect Colin Halpern as Director For For Management 7 Re-elect David Wild as Director For For Management 8 Re-elect Michael Shallow as Director For For Management 9 Re-elect Helen Keays as Director For For Management 10 Re-elect Ebbe Jacobsen as Director For For Management 11 Elect Kevin Higgins as Director For For Management 12 Approve Remuneration Report For For Management 13 Authorise Issue of Equity with For For Management Pre-emptive Rights 14 Authorise Issue of Equity without For For Management Pre-emptive Rights 15 Authorise Market Purchase of Ordinary For For Management Shares 16 Authorise the Company to Call EGM with For For Management Two Weeks' Notice 17 Approve Savings-Related Share Option For For Management Plan -------------------------------------------------------------------------------- DOWNER EDI LTD. Ticker: DOW Security ID: Q32623151 Meeting Date: NOV 05, 2014 Meeting Type: Annual Record Date: NOV 03, 2014 # Proposal Mgt Rec Vote Cast Sponsor 2 Elect Mike Harding as Director For For Management 3 Approve the Remuneration Report For For Management 4a Approve the Grant of Performance For For Management Rights Under the 2014 Long Term Incentive Plan to Grant Fenn, Managing Director of the Company 4b Approve the Grant of Performance For For Management Rights Under the 2015 Long Term Incentive Plan to Grant Fenn, Managing Director of the Company 5 Appoint KPMG as Auditor of the Company For For Management -------------------------------------------------------------------------------- DRAEGERWERK AG & CO. KGAA Ticker: DRW3 Security ID: D22938100 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: APR 08, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Allocation of Income and For Against Management Dividends of EUR 1.39 per Preference Share and EUR 1.33 per Ordinary Share 3 Approve Discharge of Personally Liable For For Management Partner for Fiscal 2014 4 Approve Discharge of Supervisory Board For For Management for Fiscal 2014 5 Approve Remuneration System for For For Management Management Board Members 6 Ratify PricewaterhouseCoopers AG as For For Management Auditors for Fiscal 2015 -------------------------------------------------------------------------------- DRAX GROUP PLC Ticker: DRX Security ID: G2904K127 Meeting Date: APR 22, 2015 Meeting Type: Annual Record Date: APR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Final Dividend For For Management 4 Elect Phil Cox as Director For For Management 5 Re-elect Tim Cobbold as Director For For Management 6 Re-elect Peter Emery as Director For For Management 7 Re-elect Melanie Gee as Director For For Management 8 Re-elect David Lindsell as Director For For Management 9 Re-elect Tony Quinlan as Director For For Management 10 Re-elect Paul Taylor as Director For For Management 11 Re-elect Dorothy Thompson as Director For For Management 12 Re-elect Tony Thorne as Director For For Management 13 Reappoint Deloitte LLP as Auditors For For Management 14 Authorise Board to Fix Remuneration of For For Management Auditors 15 Authorise EU Political Donations and For For Management Expenditure 16 Authorise Issue of Equity with For For Management Pre-emptive Rights 17 Authorise Issue of Equity without For For Management Pre-emptive Rights 18 Authorise Market Purchase of Ordinary For For Management Shares 19 Approve US Employee Stock Purchase Plan For For Management 20 Approve Sharesave Plan For For Management 21 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- DS SMITH PLC Ticker: SMDS Security ID: G2848Q123 Meeting Date: SEP 17, 2014 Meeting Type: Annual Record Date: SEP 15, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3 Approve Remuneration Policy For Abstain Management 4 Approve Remuneration Report For Abstain Management 5 Elect Ian Griffiths as Director For For Management 6 Elect Adrian Marsh as Director For For Management 7 Elect Louise Smalley as Director For For Management 8 Re-elect Chris Britton as Director For For Management 9 Re-elect Gareth Davis as Director For For Management 10 Re-elect Miles Roberts as Director For For Management 11 Re-elect Kathleen O'Donovan as Director For For Management 12 Re-elect Jonathan Nicholls as Director For For Management 13 Reappoint Deloitte LLP as Auditors For For Management 14 Authorise Board to Fix Remuneration of For For Management Auditors 15 Amend 2008 Performance Share Plan For Abstain Management 16 Approve US Employee Stock Purchase Plan For For Management 17 Authorise Issue of Equity with For For Management Pre-emptive Rights 18 Authorise Issue of Equity without For For Management Pre-emptive Rights 19 Authorise Market Purchase of Ordinary For For Management Shares 20 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- DUET GROUP Ticker: DUE Security ID: Q32878193 Meeting Date: NOV 19, 2014 Meeting Type: Annual/Special Record Date: NOV 17, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve the Remuneration Report For For Management 2 Elect Douglas Halley as Director For Against Management 3 Elect Shirley In't Veld as Director For For Management 4 Elect Jack Hamilton as Director For For Management 5 Ratify the Past Issuance of 49.02 For For Management Million Shares in DIHL to Institutional, Professional and Wholesale Investors 6 Approve the Amendments to the DIHL For For Management Constitution 1 Approve the Remuneration Report For For Management 2 Elect Douglas Halley as Director For Against Management 3 Elect Shirley In't Veld as Director For For Management 4 Elect Jack Hamilton as Director For For Management 5 Ratify the Past Issuance of 49.02 For For Management Million Shares in DUECo to Institutional, Professional and Wholesale Investors 6 Approve the Amendments to the DUECo For For Management Constitution 1 Ratify the Past Issuance of 49.02 For For Management Million Units in DFT to Institutional, Professional and Wholesale Investors 2 Approve the Amendments to the DFT For For Management Constitution 1 Approve the Remuneration Report For For Management 2 Elect Jane Harvey as Director For For Management 3 Elect Terri Benson as Director For For Management 4 Ratify the Past Issuance of 49.02 For For Management Million Shares in DFL to Institutional, Professional and Wholesale Investors 5 Approve the Amendments to the DFL For For Management Constitution -------------------------------------------------------------------------------- EAST JAPAN RAILWAY CO. Ticker: 9020 Security ID: J1257M109 Meeting Date: JUN 23, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 60 2 Amend Articles to Indemnify Directors For For Management - Indemnify Statutory Auditors 3 Elect Director Ito, Motoshige For For Management 4.1 Appoint Statutory Auditor Hoshino, For Against Management Shigeo 4.2 Appoint Statutory Auditor Higashikawa, For Against Management Hajime 4.3 Appoint Statutory Auditor Ishida, For For Management Yoshio 5 Approve Annual Bonus Payment to For For Management Directors and Statutory Auditors -------------------------------------------------------------------------------- ECHO ENTERTAINMENT GROUP LTD. Ticker: EGP Security ID: Q3383N102 Meeting Date: OCT 31, 2014 Meeting Type: Annual Record Date: OCT 29, 2014 # Proposal Mgt Rec Vote Cast Sponsor 2 Approve the Remuneration Report For For Management 3 Elect John O'Neill as Director For For Management 4 Approve the Amendments to the For For Management Constitution 5 Approve the Renewal of the For For Management Proportional Takeover Provisions 6 Approve the Grant of Performance For For Management Rights to Matt Bekier, Managing Director and Chief Executive Officer of the Company -------------------------------------------------------------------------------- EDENRED Ticker: EDEN Security ID: F3192L109 Meeting Date: APR 30, 2015 Meeting Type: Annual/Special Record Date: APR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 0.84 per Share 4 Approve Stock Dividend Program (New For For Management Shares) 5 Advisory Vote on Compensation of For For Management Jacques Stern, Chairman and CEO 6 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 7 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 8 Authorize up 1.5 Percent of Issued For For Management Capital for Use in Restricted Stock Plans 9 Amend Articles 23 and 24 of Bylaws Re: For For Management Attendance to General Meetings 10 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- EDION CORP. Ticker: 2730 Security ID: J1266Z109 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 10 2 Amend Articles to Amend Business Lines For For Management - Indemnify Directors - Indemnify Statutory Auditors 3.1 Elect Director Kubo, Masataka For Against Management 3.2 Elect Director Okajima, Shoichi For For Management 3.3 Elect Director Kato, Hirohisa For For Management 3.4 Elect Director Funamori, Seiichi For For Management 3.5 Elect Director Yamasaki, Norio For For Management 3.6 Elect Director Umehara, Masayuki For For Management 3.7 Elect Director Doho, Kazumasa For For Management 3.8 Elect Director Ikehata, Yuji For For Management 3.9 Elect Director Kato, Takahiro For For Management 3.10 Elect Director Mishima, Tsuneo For For Management 3.11 Elect Director Koyano, Kaoru For For Management 3.12 Elect Director Ishibashi, Shozo For For Management 3.13 Elect Director Takagi, Shimon For For Management -------------------------------------------------------------------------------- EIGHTEENTH BANK LTD. Ticker: 8396 Security ID: J12810107 Meeting Date: JUN 23, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 6 2 Amend Articles to Indemnify Directors For For Management 3.1 Elect Director Miyawaki, Masatoshi For Against Management 3.2 Elect Director Mori, Takujiro For Against Management 3.3 Elect Director Ogawa, Hiroshi For For Management 3.4 Elect Director Mori, Katsunari For For Management 3.5 Elect Director Fukutomi, Takashi For For Management 3.6 Elect Director Nakashima, Hiroaki For For Management 3.7 Elect Director Nanjo, Hiroshi For For Management 3.8 Elect Director Saito, Hiroshi For For Management 4 Elect Alternate Director Motomura, For For Management Tadahiro -------------------------------------------------------------------------------- ELECTRIC POWER DEVELOPMENT CO. (J-POWER) Ticker: 9513 Security ID: J12915104 Meeting Date: JUN 25, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 35 2.1 Elect Director Maeda, Yasuo For For Management 2.2 Elect Director Kitamura, Masayoshi For For Management 2.3 Elect Director Watanabe, Toshifumi For For Management 2.4 Elect Director Murayama, Hitoshi For For Management 2.5 Elect Director Uchiyama, Masato For For Management 2.6 Elect Director Nagashima, Junji For For Management 2.7 Elect Director Fukuda, Naori For For Management 2.8 Elect Director Eto, Shuji For For Management 2.9 Elect Director Nakamura, Itaru For For Management 2.10 Elect Director Onoi, Yoshiki For For Management 2.11 Elect Director Urashima, Akihito For For Management 2.12 Elect Director Kajitani, Go For For Management 2.13 Elect Director Fujii, Mariko For For Management 3.1 Appoint Statutory Auditor Otsuka, For For Management Mutsutake 3.2 Appoint Statutory Auditor Nakanishi, For For Management Kiyoshi -------------------------------------------------------------------------------- ELEMATEC CORP Ticker: 2715 Security ID: J13541107 Meeting Date: JUN 19, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles to Indemnify Directors For For Management - Indemnify Statutory Auditors 2.1 Elect Director Kato, Jun For Against Management 2.2 Elect Director Isogami, Atsuo For For Management 2.3 Elect Director Suzuki, Nobuo For For Management 2.4 Elect Director Yokode, Akira For For Management 2.5 Elect Director Matsudaira, Soichiro For For Management 2.6 Elect Director Iwamoto, Hideyuki For Against Management 2.7 Elect Director Aoki, Atsushi For For Management 2.8 Elect Director Komori, Masayasu For For Management 2.9 Elect Director Seki, Sosuke For For Management 3 Appoint Statutory Auditor Hiraga, For For Management Koichi -------------------------------------------------------------------------------- EMBRAER SA Ticker: EMBR3 Security ID: P3700H201 Meeting Date: APR 15, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For Did Not Vote Management Statutory Reports for Fiscal Year Ended Dec. 31, 2014 2 Approve Allocation of Income and For Did Not Vote Management Dividends 3 Elect Directors For Did Not Vote Management 4 Elect Fiscal Council Members For Did Not Vote Management 5 Approve Remuneration of Company's For Did Not Vote Management Management 6 Approve Remuneration of Fiscal Council For Did Not Vote Management Members -------------------------------------------------------------------------------- EMPEROR ENTERTAINMENT HOTEL LIMITED Ticker: 00296 Security ID: G31389102 Meeting Date: AUG 19, 2014 Meeting Type: Annual Record Date: AUG 15, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Declare Final Dividend For For Management 3a Elect Luk Siu Man, Semon as Director For For Management 3b Elect Wong Chi Fai as Director For For Management 3c Authorize Board to Fix Directors' For For Management Remuneration 4 Reappoint Deloitte Touche Tohmatsu as For For Management Auditors and Authorize Board to Fix Their Remuneration 5a Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights 5b Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 5c Authorize Reissuance of Repurchased For Against Management Shares -------------------------------------------------------------------------------- EMPEROR INTERNATIONAL HOLDINGS LTD Ticker: 00163 Security ID: G3036C223 Meeting Date: AUG 19, 2014 Meeting Type: Annual Record Date: AUG 15, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Declare Final Dividend For For Management 3a Elect Wong Chi Fai as Director For For Management 3b Elect Cheung Ping Keung as Director For For Management 3c Elect Cheng Ka Yu as Director For For Management 3d Authorize Board to Fix Directors' For For Management Remuneration 4 Reappoint Deloitte Touche Tohmatsu as For For Management Auditors and Authorize Board to Fix Their Remuneration 5a Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights 5b Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 5c Authorize Reissuance of Repurchased For Against Management Shares -------------------------------------------------------------------------------- EMPEROR INTERNATIONAL HOLDINGS LTD Ticker: 00163 Security ID: G3036C223 Meeting Date: FEB 13, 2015 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Acquisition Agreement For For Management 2 Approve Leaseback Agreement For For Management -------------------------------------------------------------------------------- ENERGIX RENEWABLE ENERGIES LTD. Ticker: ENRG Security ID: M4047G115 Meeting Date: JUN 09, 2015 Meeting Type: Special Record Date: MAY 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Employment Agreement of Asa For For Management Levinger, CEO 2 Grant Asa Levinger, CEO, Options to For For Management Purchase 1.25 Million Shares 3.1 Amend Monthly Salary of Omer Tosh, For For Management Employee and Relative of Controlling Shareholders 3.2 Enable CEO's Discretion to Grant Omer For For Management Tosh, Employee and Relative of Controlling Shareholders, Annual Bonus Amounting to Ten Percent of His Annual Salary 3.3 Approve That Employment Agreement of For For Management Omer Tosh, Employee and Relative of Controlling Shareholders, Will be Valid For a Three Year Term A Vote FOR if you are a controlling None Against Management shareholder or have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager -------------------------------------------------------------------------------- ERG SPA Ticker: ERG Security ID: T3707Z101 Meeting Date: APR 24, 2015 Meeting Type: Annual Record Date: APR 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Allocation of Income For For Management 3.1 Fix Number of Directors None For Shareholder 3.2.1 Slate 1 Submitted by San Quirico SpA None Did Not Vote Shareholder 3.2.2 Slate 2 Submitted by Institutional None For Shareholder Investors (Assogestioni) 3.3 Elect Edoardo Garrone as Board Chair None For Shareholder 3.4 Approve Remuneration of Directors None For Shareholder 3.5 Approve Remuneration of Committee None For Shareholder Members 4 Authorize Share Repurchase Program and For Against Management Reissuance of Repurchased Shares 5 Approve Long-Term Monetary Plan For Against Management 2015-2017 6 Approve Remuneration Report For Against Management -------------------------------------------------------------------------------- ESSENTRA PLC Ticker: ESNT Security ID: G3198T105 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: APR 21, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Remuneration Policy For For Management 4 Approve Final Dividend For For Management 5 Re-elect Jeff Harris as Director For For Management 6 Re-elect Colin Day as Director For For Management 7 Re-elect Matthew Gregory as Director For For Management 8 Re-elect Terry Twigger as Director For For Management 9 Re-elect Peter Hill as Director For For Management 10 Re-elect Lorraine Trainer as Director For For Management 11 Reappoint KPMG LLP as Auditors For For Management 12 Authorise Board to Fix Remuneration of For For Management Auditors 13 Approve Long-Term Incentive Plan For For Management 14 Authorise Issue of Equity with For For Management Pre-emptive Rights 15 Authorise Issue of Equity without For For Management Pre-emptive Rights 16 Authorise Market Purchase of Ordinary For For Management Shares 17 Adopt New Articles of Association For For Management 18 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- ESSILOR INTERNATIONAL Ticker: EI Security ID: F31668100 Meeting Date: MAY 05, 2015 Meeting Type: Annual/Special Record Date: APR 29, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 1.02 per Share 4 Reelect Benoit Bazin as Director For For Management 5 Reelect Antoine Bernard de Saint For For Management Affrique as Director 6 Reelect Louise Frechette as Director For For Management 7 Reelect Bernard Hours as Director For For Management 8 Reelect Olivier Pecoux as Director For For Management 9 Elect Marc Onetto as Director For For Management 10 Advisory Vote on Compensation of For For Management Hubert Sagnieres, Chairman and CEO 11 Approve Remuneration of Directors in For For Management the Aggregate Amount of EUR 750,000 12 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 13 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 14 Authorize up to 2.5 Percent of Issued For For Management Capital for Use in Restricted Stock Plans 15 Authorize up to 1 Percent of Issued For For Management Capital for Use in Stock Option Plans (New Shares) 16 Set Total Limit for Capital Increase For For Management to Result from All Issuance Requests under Items 14 and 15 at 3 Percent of Issued Capital 17 Amend Article 12,13,15,21,24 of Bylaws For For Management Re: Directors' Outside Boards, Directors' Shareholding Requirements, Role of the Chairman of the Board, Related Party Transactions, General Meetings 18 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- ESSILOR INTERNATIONAL Ticker: EI Security ID: F31668100 Meeting Date: MAY 05, 2015 Meeting Type: Annual/Special Record Date: APR 29, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 1.02 per Share 4 Reelect Benoit Bazin as Director For For Management 5 Reelect Antoine Bernard de Saint For For Management Affrique as Director 6 Reelect Louise Frechette as Director For For Management 7 Reelect Bernard Hours as Director For For Management 8 Reelect Olivier Pecoux as Director For For Management 9 Elect Marc Onetto as Director For For Management 10 Advisory Vote on Compensation of For For Management Hubert Sagnieres, Chairman and CEO 11 Approve Remuneration of Directors in For For Management the Aggregate Amount of EUR 750,000 12 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 13 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 14 Authorize up to 2.5 Percent of Issued For Against Management Capital for Use in Restricted Stock Plans 15 Authorize up to 1 Percent of Issued For Against Management Capital for Use in Stock Option Plans (New Shares) 16 Set Total Limit for Capital Increase For For Management to Result from All Issuance Requests under Items 14 and 15 at 3 Percent of Issued Capital 17 Amend Article 12,13,15,21,24 of Bylaws For Against Management Re: Directors' Outside Boards, Directors' Shareholding Requirements, Role of the Chairman of the Board, Related Party Transactions, General Meetings 18 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- EVN AG Ticker: EVN Security ID: A19833101 Meeting Date: JAN 15, 2015 Meeting Type: Annual Record Date: JAN 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports (Non-Voting) 2 Approve Allocation of Income For For Management 3 Approve Discharge of Management and For For Management Supervisory Board 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- EVOLUTION MINING LTD. Ticker: EVN Security ID: Q3647R147 Meeting Date: NOV 26, 2014 Meeting Type: Annual Record Date: NOV 24, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve the Remuneration Report None For Management 2 Elect James Askew as Director For For Management 3 Elect Lawrie Conway as Director For For Management 4 Elect Thomas McKeith as Director For For Management 5 Approve the Evolution Mining Limited For For Management Employee Share Option and Performance Rights Plan 6 Approve the Grant of Up to 2.23 For For Management Million Performance Rights to Jacob 'Jake' Klein, Executive Chairman of the Company 7 Approve the Grant of Up to 536,347 For For Management Performance Rights to Lawrie Conway, Chief Financial Officer and Executive Director of the Company -------------------------------------------------------------------------------- EVRAZ PLC Ticker: EVR Security ID: G33090104 Meeting Date: APR 17, 2015 Meeting Type: Special Record Date: APR 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Tender Offer For For Management -------------------------------------------------------------------------------- EXPERIAN PLC Ticker: EXPN Security ID: G32655105 Meeting Date: JUL 16, 2014 Meeting Type: Annual Record Date: JUL 14, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Remuneration Policy For For Management 4 Elect Jan Babiak as Director For For Management 5 Re-elect Fabiola Arredondo as Director For For Management 6 Re-elect Brian Cassin as Director For For Management 7 Re-elect Roger Davis as Director For For Management 8 Re-elect Alan Jebson as Director For For Management 9 Re-elect Deirdre Mahlan as Director For For Management 10 Re-elect Don Robert as Director For Abstain Management 11 Re-elect George Rose as Director For For Management 12 Re-elect Judith Sprieser as Director For For Management 13 Re-elect Paul Walker as Director For For Management 14 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors 15 Authorise Board to Fix Remuneration of For For Management Auditors 16 Authorise Issue of Equity with For For Management Pre-emptive Rights 17 Authorise Issue of Equity without For For Management Pre-emptive Rights 18 Authorise Market Purchase of Ordinary For For Management Shares -------------------------------------------------------------------------------- FAIRFAX MEDIA LTD. Ticker: FXJ Security ID: Q37116102 Meeting Date: NOV 06, 2014 Meeting Type: Annual Record Date: NOV 04, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Roger Corbett as Director For For Management 2 Elect Peter Young as Director For For Management 3 Elect Todd Sampson as Director For For Management 4 Elect Stephen Mayne as Director Against Against Shareholder 5 Approve the Grant of Performance For For Management Shares and Options to Gregory Hywood, Chief Executive Officer and Managing Director of the Company 6 Approve the Remuneration Report For For Management -------------------------------------------------------------------------------- FANUC CORP. Ticker: 6954 Security ID: J13440102 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 491.93 2.1 Elect Director Inaba, Yoshiharu For For Management 2.2 Elect Director Yamaguchi, Kenji For For Management 2.3 Elect Director Uchida, Hiroyuki For For Management 2.4 Elect Director Gonda, Yoshihiro For For Management 2.5 Elect Director Inaba, Kiyonori For For Management 2.6 Elect Director Matsubara, Shunsuke For For Management 2.7 Elect Director Noda, Hiroshi For For Management 2.8 Elect Director Kohari, Katsuo For For Management 2.9 Elect Director Okada, Toshiya For For Management 2.10 Elect Director Richard E. Schneider For For Management 2.11 Elect Director Olaf C. Gehrels For For Management 2.12 Elect Director Ono, Masato For For Management 2.13 Elect Director Tsukuda, Kazuo For For Management 2.14 Elect Director Imai, Yasuo For For Management 3.1 Appoint Statutory Auditor Kimura, For For Management Shunsuke 3.2 Appoint Statutory Auditor Shimizu, For For Management Naoki 3.3 Appoint Statutory Auditor Nakagawa, For For Management Takeo -------------------------------------------------------------------------------- FIRSTGROUP PLC Ticker: FGP Security ID: G34604101 Meeting Date: JUL 16, 2014 Meeting Type: Annual Record Date: JUL 14, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Policy For For Management 3 Approve Remuneration Report For For Management 4 Elect John McFarlane as Director For For Management 5 Elect Warwick Brady as Director For For Management 6 Elect Drummond Hall as Director For For Management 7 Elect Imelda Walsh as Director For For Management 8 Re-elect Tim O'Toole as Director For For Management 9 Re-elect Chris Surch as Director For For Management 10 Re-elect Brian Wallace as Director For For Management 11 Re-elect Jim Winestock as Director For For Management 12 Re-elect Mick Barker as Director For For Management 13 Reappoint Deloitte LLP as Auditors For For Management 14 Authorise Board to Fix Remuneration of For For Management Auditors 15 Approve Increase in the Aggregate For For Management Limit of Fees Payable to Directors 16 Authorise Issue of Equity with For For Management Pre-emptive Rights 17 Authorise Issue of Equity without For For Management Pre-emptive Rights 18 Authorise Market Purchase of Ordinary For For Management Shares 19 Authorise EU Political Donations and For For Management Expenditure 20 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- FREENET AG Ticker: FNTN Security ID: D3689Q134 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2014 (Non-Voting) 2 Approve Allocation of Income and For Did Not Vote Management Dividends of EUR 1.50 per Share 3 Approve Discharge of Management Board For Did Not Vote Management for Fiscal 2014 4 Approve Discharge of Supervisory Board For Did Not Vote Management for Fiscal 2014 5 Ratify PricewaterhouseCoopers AG as For Did Not Vote Management Auditors for Fiscal 2015 6 Elect Sabine Christiansen to the For Did Not Vote Management Supervisory Board -------------------------------------------------------------------------------- FRESENIUS MEDICAL CARE AG & CO. KGAA Ticker: FME Security ID: D2734Z107 Meeting Date: MAY 19, 2015 Meeting Type: Annual Record Date: APR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Allocation of Income and For For Management Dividends of EUR 0.78 per Share 3 Approve Discharge of Personally Liable For For Management Partner for Fiscal 2014 4 Approve Discharge of Supervisory Board For For Management for Fiscal 2014 5 Ratify KPMG AG as Auditors for Fiscal For For Management 2015 6 Amend Corporate Purpose For For Management 7 Approve Creation of Two Pools of For For Management Capital with Partial Exclusion of Preemptive Rights 8 Amend Articles Re: Majority For For Management Requirement for Supervisory Board Elections -------------------------------------------------------------------------------- FUJITSU LTD. Ticker: 6702 Security ID: J15708159 Meeting Date: JUN 22, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles to Clarify Director For For Management Authority on Shareholder Meetings - Amend Provisions on Director Titles - Indemnify Directors - Indemnify Statutory Auditors 2.1 Elect Director Yamamoto, Masami For For Management 2.2 Elect Director Fujita, Masami For For Management 2.3 Elect Director Taniguchi, Norihiko For For Management 2.4 Elect Director Mazuka, Michiyoshi For For Management 2.5 Elect Director Furukawa, Tatsuzumi For For Management 2.6 Elect Director Suda, Miyako For For Management 2.7 Elect Director Yokota, Jun For For Management 2.8 Elect Director Tanaka, Tatsuya For For Management 2.9 Elect Director Tsukano, Hidehiro For For Management 2.10 Elect Director Duncan Tait For For Management 2.11 Elect Director Mukai, Chiaki For For Management 2.12 Elect Director Abe, Atsushi For For Management 3 Appoint Statutory Auditor Hatsukawa, For For Management Koji -------------------------------------------------------------------------------- FUKUDA DENSHI (ELECTRONICS) Ticker: 6960 Security ID: J15918105 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Share Exchange Agreement with For Against Management Atomic Sangyo KK 2.1 Elect Director Fukuda, Kotaro For Against Management 2.2 Elect Director Shirai, Daijiro For Against Management 2.3 Elect Director Tsubone, Izumi For For Management 2.4 Elect Director Shirakawa, Osamu For For Management 2.5 Elect Director Fukuda, Shuichi For For Management 2.6 Elect Director Sugiyama, Masaaki For For Management 3.1 Appoint Statutory Auditor Fujiwara, For For Management Junzo 3.2 Appoint Statutory Auditor Suzuki, Isamu For For Management 4 Appoint Alternate Statutory Auditor For For Management Fujito, Hisatoshi -------------------------------------------------------------------------------- FUNAI ELECTRIC Ticker: 6839 Security ID: J16307100 Meeting Date: JUN 25, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles to Abolish Board For For Management Structure with Statutory Auditors - Adopt Board Structure with Audit Committee - Authorize Directors to Execute Day to Day Operations without Full Board Approval - Increase Maximum Board Size - Indemnify Directors 2.1 Elect Director Funai, Tetsuro For Against Management 2.2 Elect Director Hayashi, Tomonori For Against Management 2.3 Elect Director Yonemoto, Mitsuo For For Management 2.4 Elect Director Okada, Joji For For Management 2.5 Elect Director Bannai, Yoshiaki For For Management 2.6 Elect Director Maeda, Tetsuhiro For For Management 3.1 Elect Director and Audit Committee For For Management Member Komeda, Shinichi 3.2 Elect Director and Audit Committee For Against Management Member Morimoto, Masahide 3.3 Elect Director and Audit Committee For For Management Member Makiura, Hiroyuki 4 Elect Alternate Director and Audit For For Management Committee Member Bannai, Yoshiaki 5 Approve Aggregate Compensation Ceiling For For Management for Directors Who Are Not Audit Committee Members 6 Approve Aggregate Compensation Ceiling For For Management for Directors Who Are Audit Committee Members 7 Approve Retirement Bonus Payment for For Against Management Statutory Auditors -------------------------------------------------------------------------------- FUSO PHARMACEUTICAL INDUSTRIES LTD. Ticker: 4538 Security ID: J16716102 Meeting Date: JUN 24, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 4 2 Amend Articles to Indemnify Directors For For Management - Indemnify Statutory Auditors 3.1 Elect Director Toda, Mikio For For Management 3.2 Elect Director Toda, Takao For For Management 3.3 Elect Director Miyanagi, Junichi For For Management 3.4 Elect Director Kita, Tetsuhiko For For Management 3.5 Elect Director Chigita, Takahiko For For Management 3.6 Elect Director Nishimura, Shokichi For For Management 3.7 Elect Director Matsui, Yukinobu For For Management 3.8 Elect Director Takahashi, Sadao For For Management 3.9 Elect Director Oka, Junichi For For Management 3.10 Elect Director Ito, Masanori For For Management 3.11 Elect Director Naka, Toshihito For For Management 3.12 Elect Director Sudo, Minoru For For Management 3.13 Elect Director Koga, Akira For For Management 4 Approve Takeover Defense Plan (Poison For Against Management Pill) 5 Approve Retirement Bonus Payment for For Against Management Director and Statutory Auditor -------------------------------------------------------------------------------- GALENICA AG Ticker: GALN Security ID: H28455170 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Discharge of Board and Senior For For Management Management 3 Approve Allocation of Income and For For Management Dividends of CHF 15.00 per Share 4 Approve Remuneration Report For For Management (Non-Binding) 5.1 Approve Remuneration of Board of For For Management Directors in the Amount of CHF 6.3 Million 5.2 Approve Remuneration of Executive For For Management Committee in the Amount of CHF 8 Million 6.1a Reelect Etienne Jornod as Director and For For Management Board Chairman 6.1b Reelect This Schneider as Director For Against Management 6.1c Reelect Daniela Bosshardt-Hengartner For For Management as Director 6.1d Reelect Michel Burnier as Director For For Management 6.1e Reelect Hans Frick as Director For For Management 6.1f Reelect Sylvie Gregoire as Director For For Management 6.1g Reelect Fritz Hirsbrunner as Director For For Management 6.1h Reelect Stefano Pessina as Director For For Management 6.1i Elect Romeo Cerutti as Director For For Management 6.1k Elect Marc de Garidel as Director For For Management 6.2a Appoint Daniela Bosshardt-Hengartner For For Management as Member of the Compensation Committee 6.2b Appoint Michel Burnier as Member of For For Management the Compensation Committee 6.2c Appoint This Schneider as Member of For Against Management the Compensation Committee 6.3 Designate Walder Wyss AG as For For Management Independent Proxy 6.4 Ratify Ernst & Young AG as Auditors For For Management 7 Transact Other Business (Voting) For Against Management -------------------------------------------------------------------------------- GALLIFORD TRY PLC Ticker: GFRD Security ID: G3710C127 Meeting Date: NOV 07, 2014 Meeting Type: Annual Record Date: NOV 05, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Remuneration Policy For For Management 4 Approve Final Dividend For For Management 5 Re-elect Ian Coull as Director For Abstain Management 6 Elect Ishbel Macpherson as Director For For Management 7 Elect Terry Miller as Director For For Management 8 Re-elect Greg Fitzgerald as Director For For Management 9 Re-elect Ken Gillespie as Director For For Management 10 Re-elect Andrew Jenner as Director For For Management 11 Re-elect Graham Prothero as Director For For Management 12 Re-elect Peter Rogers as Director For For Management 13 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors 14 Authorise Board to Fix Remuneration of For For Management Auditors 15 Authorise Issue of Equity with For For Management Pre-emptive Rights 16 Authorise EU Political Donations and For For Management Expenditure 17 Authorise Issue of Equity without For For Management Pre-emptive Rights 18 Authorise Market Purchase of Ordinary For For Management Shares 19 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- GAM HOLDING LTD. Ticker: GAM Security ID: H2878E106 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1.1 Accept Financial Statements and For For Management Statutory Reports 1.2 Approve Remuneration Report For Against Management 2 Approve Allocation of Income and For For Management Dividends of CHF 0.65 per Share from Capital Contribution Reserves 3 Approve Discharge of Board and Senior For For Management Management 4 Approve CHF 163,350 Reduction in Share For For Management Capital via Cancellation of Repurchased Shares 5 Amend Articles Re: Ordinance Against For For Management Excessive Remuneration at Listed Companies 6.1 Reelect Johannes de Gier as Director For For Management and Board Chairman 6.2 Reelect Daniel Daeniker as Director For For Management 6.3 Reelect Diego du Monceau as Director For For Management 6.4 Reelect Hugh Scott-Barrett as Director For For Management 6.5 Reelect Tanja Weiher as Director For For Management 7.1 Appoint Diego du Monceau as Member of For For Management the Compensation Committee 7.2 Appoint Daniel Daeniker as Member of For For Management the Compensation Committee 7.3 Appoint Johannes de Gier as Member of For For Management the Compensation Committee 8.1 Approve Remuneration of Directors in For For Management the Amount of CHF 2.5 Million 8.2 Approve Fixed Remuneration of For For Management Executive Committee in the Amount of CHF 8 Million 8.3 Approve Variable Remuneration of For For Management Executive Committee in the Amount of CHF 13 Million 9 Ratify KPMG AG as Auditors For For Management 10 Designate Tobias Rohner as Independent For For Management Proxy 11 Transact Other Business (Voting) For Against Management -------------------------------------------------------------------------------- GDF SUEZ Ticker: GSZ Security ID: F42768105 Meeting Date: APR 28, 2015 Meeting Type: Annual/Special Record Date: APR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 1 per Share 4 Approve Auditors' Special Report on For For Management Related-Party Transactions 5 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 6 Ratify Appointment of Isabelle Kocher For For Management as Director 7 Reelect Ann Kristin Achleitner as For For Management Director 8 Reelect Edmond Alphandery as Director For For Management 9 Reelect Aldo Cardoso as Director For For Management 10 Reelect Francoise Malrieu as Director For For Management 11 Elect Barbara Kux as Director For For Management 12 Elect Marie Jose Nadeau as Director For For Management 13 Elect Bruno Bezard as Director For For Management 14 Elect Mari-Noelle Jego-Laveissiere as For For Management Director 15 Elect Stephane Pallez as Director For For Management 16 Elect Catherine Guillouard as Director For For Management 17 Advisory Vote on Compensation of For For Management Gerard Mestrallet, Chairman and CEO 18 Advisory Vote on Compensation of For For Management Jean-Francois Cirelli, Vice-Chairman and Vice-CEO until Nov. 11, 2014 19 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 20 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans Reserved for Employees of International Subsidiaries 21 Authorize up to 0.5 Percent of Issued For For Management Capital for Use in Restricted Stock Plans 22 Authorize up to 0.5 Percent of Issued For For Management Capital for Use in Restricted Stock Plans Reserved for a Few Employees and Corporate Officers 23 Adopt New Bylaws For For Management 24 Amend Article 11 of Bylaws Re: Absence For For Management of Double-Voting Rights 25 Amend Article 16 of Bylaws Re: Board For For Management Organization 26 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- GEA GROUP AG Ticker: G1A Security ID: D28304109 Meeting Date: APR 16, 2015 Meeting Type: Annual Record Date: MAR 25, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2014 (Non-Voting) 2 Approve Allocation of Income and For For Management Dividends of EUR 0.70 per Share 3 Approve Discharge of Management Board For For Management for Fiscal 2014 4 Approve Discharge of Supervisory Board For For Management for Fiscal 2014 5 Ratify KPMG as Auditors for Fiscal 2015 For For Management 6 Approve Creation of EUR 130 Million For For Management Pool of Capital with Partial Exclusion of Preemptive Rights 7 Approve Creation of EUR 52 Million For For Management Pool of Capital with Partial Exclusion of Preemptive Rights 8 Approve Issuance of Warrants/Bonds For For Management with Warrants Attached/Convertible Bonds with Partial Exclusion of Preemptive Rights up to Aggregate Nominal Amount of EUR 750 Million; Approve Creation of EUR 51.9 Million Pool of Capital to Guarantee Conversion Rights 9 Authorize Share Repurchase Program and For For Management Reissuance or Cancellation of Repurchased Shares without Preemptive Rights -------------------------------------------------------------------------------- GEMALTO Ticker: GTO Security ID: N3465M108 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: APR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Receive Report of Management Board None None Management (Non-Voting) 3 Discuss Remuneration Report Containing None None Management Remuneration Policy for Management Board Members 4 Adopt Financial Statements and For For Management Statutory Reports 5a Receive Explanation on Company's None None Management Reserves and Dividend Policy 5b Approve Dividends of EUR 0.42 Per Share For For Management 6a Approve Discharge of Chief Executive For For Management Officer 6b Approve Discharge of the Non-executive For For Management Board Members 7a Reelect Alex Mandl as Non-executive For For Management Director 7b Reelect John Ormerod as Non-Executive For For Management Director 7c Elect Joop Drechsel as Non-executive For For Management Director 8 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 9a Grant Board Authority to Issue Shares For For Management Up To 5 Percent of Issued Capital and Restricting/Excluding Preemptive Rights 9b Authorize Issuance of Shares with For For Management Preemptive Rights up to 10 Percent of Issued Capital 9c Authorize Board to Exclude Preemptive For For Management Rights from Share Issuances in Case of Takeover/Merger up to 5 Percent of Issued Capital in Connection with Authorization under Item 9b 10a Reappoint PricewaterhouseCoopers For For Management Accountants N.V. as Auditors for Fiscal Year 2015 10b Appoint KPMG Accountants N.V. as For For Management Auditors for Fiscal Year 2016 11 Allow Questions None None Management 12 Close Meeting None None Management -------------------------------------------------------------------------------- GENWORTH MORTGAGE INSURANCE AUSTRALIA LTD Ticker: GMA Security ID: Q3983N106 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAY 04, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve the Remuneration Report For For Management 2 Approve the Grant of 230,062 Share For For Management Rights to Ellen Comerford, Genworth Australia Chief Executive Officer and Managing Director of the Company 3 Elect Leon Roday as Director For For Management 4 Elect Sam Marsico as Director For For Management 5 Elect Ian MacDonald as Director For For Management -------------------------------------------------------------------------------- GEO HOLDINGS CORP. Ticker: 2681 Security ID: J1710A106 Meeting Date: JUN 25, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 16 2 Amend Articles to Indemnify Directors For For Management - Indemnify Statutory Auditors 3.1 Elect Director Endo, Yuzo For For Management 3.2 Elect Director Yoshikawa, Yasushi For For Management 3.3 Elect Director Kitajima, Takahisa For For Management 3.4 Elect Director Ogino, Tsunehisa For For Management 4 Appoint Statutory Auditor Haruma, Yoko For For Management 5 Approve Stock Option Plan For For Management -------------------------------------------------------------------------------- GEORG FISCHER AG Ticker: FI-N Security ID: H26091142 Meeting Date: MAR 18, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1.1 Accept Financial Statements and For For Management Statutory Reports 1.2 Approve Remuneration Report For Against Management 2.1 Approve Allocation of Income and For For Management Dividends of CHF 14.57 per Share 2.2 Approve Dividends of CHF 2.43 per For For Management Share from Capital Contribution Reserves 3 Approve Discharge of Board and Senior For For Management Management 4.1 Approve Decrease in the Size of the For For Management Board of Directors 4.2 Amend Articles Re: Ordinance Against For For Management Excessive Remuneration at Listed Companies 5.1.1 Reelect Hubert Achermann as Director For For Management 5.1.2 Reelect Roman Boutellier as Director For For Management 5.1.3 Reelect Gerold Buehrer as Director For For Management 5.1.4 Reelect Ulrich Graf as Director For For Management 5.1.5 Reelect Andreas Koopmann as Director For For Management 5.1.6 Reelect Roger Michaelis as Director For For Management 5.1.7 Reelect Jasmin Staiblin as Director For For Management 5.1.8 Reelect Zhiqiang Zhang as Director For For Management 5.2 Elect Eveline Saupper as Director For For Management 6.1 Elect Andreas Koopmann as Board For For Management Chairman 6.2.1 Appoint Ulrich Graf as Member of the For For Management Compensation Committee 6.2.2 Appoint Eveline Saupper as Member of For For Management the Compensation Committee 6.2.3 Appoint Jasmin Staiblin as Member of For For Management the Compensation Committee 7 Approve Maximum Remuneration of Board For For Management of Directors for the Period from the 2015 AGM until the 2016 AGM in the Amount of CHF 2.5 Million 8 Approve Maximum Remuneration of For For Management Executive Committee for Fiscal 2016 in the Amount of CHF 9.4 Million 9 Ratify PricewaterhouseCoopers AG as For For Management Auditors 10 Designate schaub & partner ag as For For Management Independent Proxy 11 Transact Other Business (Voting) For Against Management -------------------------------------------------------------------------------- GET NICE HOLDINGS LTD. Ticker: 00064 Security ID: G3926K103 Meeting Date: AUG 21, 2014 Meeting Type: Annual Record Date: AUG 19, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3a1 Elect Hung Sui Kwan as Director For For Management 3a2 Elect Liu Chun Ning Wilfred as Director For For Management 3a3 Elect Sun Ka Ziang Henry as Director For For Management 3b Authorize Board to Fix Remuneration of For For Management Directors 4a Elect Man Kong Yui as Director For For Management 4b Authorize Board to Fix the For For Management Remuneration of Man Kong Yui 5 Approve Deloitte Touche Tohmatsu as For For Management Auditors and Authorize Board to Fix Their Remuneration 6a Authorize Repurchase of Issued Share For For Management Capital 6b Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights 6c Authorize Reissuance of Repurchased For Against Management Shares -------------------------------------------------------------------------------- GIVAUDAN SA Ticker: GIVN Security ID: H3238Q102 Meeting Date: MAR 19, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Allocation of Income and For For Management Dividends of CHF 50 per Share 4 Approve Discharge of Board and Senior For For Management Management 5.1 Amend Articles Re: Shareholder For For Management Resolutions Requiring a Qualified Majority 5.2 Amend Articles Re: Qualification of For For Management Auditors 6.1.1 Reelect Juerg Witmer as Director For For Management 6.1.2 Reelect Andre Hoffmann as Director For For Management 6.1.3 Reelect Lilian Biner as Director For For Management 6.1.4 Reelect Peter Kappeler as Director For For Management 6.1.5 Reelect Thomas Rufer as Director For For Management 6.1.6 Reelect Werner Bauer as Director For For Management 6.1.7 Reelect Calvin Grieder as Director For For Management 6.2.1 Elect Michael Carlos as Director For For Management 6.2.2 Elect Ingrid Deltenre as Director For For Management 6.3 Elect Juerg Witmer as Board Chairman For For Management 6.4.1 Appoint Andre Hoffmann as Member of For For Management the Compensation Committee 6.4.2 Appoint Peter Kappeler as Member of For For Management the Compensation Committee 6.4.3 Appoint Werner Bauer as Member of the For For Management Compensation Committee 6.5 Designate Manuel Isler as Independent For For Management Proxy 6.6 Ratify Deloitte SA as Auditors For For Management 7.1 Approve Maximum Remuneration of Board For For Management of Directors Until 2016 AGM in the Amount of CHF 3.3 Million 7.2.1 Approve Short Term Variable For For Management Remuneration of Executive Committee for Fiscal 2014 in the Amount of CHF 2. 3 Million 7.2.2 Approve Fixed and Long Term For For Management Remuneration of Executive Committee for Fiscal 2015 in the Amount of CHF 15.5 Million 8 Transact Other Business (Voting) For Against Management -------------------------------------------------------------------------------- GL EVENTS Ticker: GLO Security ID: F7440W163 Meeting Date: APR 30, 2015 Meeting Type: Annual/Special Record Date: APR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Discharge of Directors For For Management 3 Approve Consolidated Financial For For Management Statements and Statutory Reports 4 Approve Allocation of Income and For For Management Dividends of EUR 0.60 per Share 5 Approve Auditors' Special Report on For Against Management Related-Party Transactions 6 Reelect Ming Po Cai as Director For For Management 7 Reelect Philippe Marcel as Director For For Management 8 Ratify Appointment of Sophie Servaty For Against Management as Director 8bis Elect Fanny Picard as Director For Against Management 9 Approve Remuneration of Directors in For For Management the Aggregate Amount of EUR 261,000 10 Authorize Repurchase of Up to 10 For Against Management Percent of Issued Share Capital 11 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 12 Authorize Capital Increase of up to 10 For Against Management Percent of Issued Capital for Contributions in Kind 13 Amend Article 18 of Bylaws Re: For For Management Related-Party Transaction 14 Amend Article 23 of Bylaws Re: Record For For Management Date 15 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- GLAXOSMITHKLINE PLC Ticker: GSK Security ID: G3910J112 Meeting Date: DEC 18, 2014 Meeting Type: Special Record Date: DEC 16, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Transaction by the Company For For Management with Novartis AG -------------------------------------------------------------------------------- GLAXOSMITHKLINE PLC Ticker: GSK Security ID: G3910J112 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAY 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Elect Sir Philip Hampton as Director For For Management 4 Elect Urs Rohner as Director For For Management 5 Re-elect Sir Andrew Witty as Director For For Management 6 Re-elect Sir Roy Anderson as Director For For Management 7 Re-elect Dr Stephanie Burns as Director For For Management 8 Re-elect Stacey Cartwright as Director For For Management 9 Re-elect Simon Dingemans as Director For For Management 10 Re-elect Lynn Elsenhans as Director For For Management 11 Re-elect Judy Lewent as Director For For Management 12 Re-elect Sir Deryck Maughan as Director For For Management 13 Re-elect Dr Daniel Podolsky as Director For For Management 14 Re-elect Dr Moncef Slaoui as Director For For Management 15 Re-elect Hans Wijers as Director For For Management 16 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors 17 Authorise the Audit & Risk Committee For For Management to Fix Remuneration of Auditors 18 Authorise EU Political Donations and For For Management Expenditure 19 Authorise Issue of Equity with For For Management Pre-emptive Rights 20 Authorise Issue of Equity without For For Management Pre-emptive Rights 21 Authorise Market Purchase of Ordinary For For Management Shares 22 Approve the Exemption from Statement For For Management of the Name of the Senior Statutory Auditor in Published Copies of the Auditors' Reports 23 Authorise the Company to Call EGM with For For Management Two Weeks' Notice 24 Approve Share Value Plan For For Management -------------------------------------------------------------------------------- GOODMAN PROPERTY TRUST Ticker: GMT Security ID: Q4232A119 Meeting Date: AUG 05, 2014 Meeting Type: Annual Record Date: AUG 03, 2014 # Proposal Mgt Rec Vote Cast Sponsor A Approve Amendments to the Trust Deed For For Management -------------------------------------------------------------------------------- GRANGE RESOURCES LTD. Ticker: GRR Security ID: Q4268H129 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: MAY 11, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve the Remuneration Report For For Management 2 Elect Clement Ko as Director For For Management 3 Elect Liming Huang as Director For For Management 4 Elect Yan Jia as Director For For Management -------------------------------------------------------------------------------- GREENE KING PLC Ticker: GNK Security ID: G40880133 Meeting Date: JAN 13, 2015 Meeting Type: Special Record Date: JAN 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Acquisition of Spirit Pub For For Management Company plc 2 Authorise Issue of Equity in For For Management Connection with the Offer -------------------------------------------------------------------------------- GREGGS PLC Ticker: GRG Security ID: G41076111 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: APR 28, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Appoint KPMG LLP as Auditors For For Management 3 Authorise Board to Fix Remuneration of For For Management Auditors 4 Approve Final Dividend For For Management 5 Re-elect Ian Durant as Director For For Management 6 Re-elect Roger Whiteside as Director For For Management 7 Re-elect Richard Hutton as Director For For Management 8 Re-elect Raymond Reynolds as Director For For Management 9 Re-elect Allison Kirkby as Director For For Management 10 Re-elect Dr Helena Ganczakowski as For For Management Director 11 Re-elect Peter McPhillips as Director For For Management 12 Elect Sandra Turner as Director For For Management 13 Approve Remuneration Report For For Management 14 Authorise Issue of Equity with For For Management Pre-emptive Rights 15 Authorise Issue of Equity without For For Management Pre-emptive Rights 16 Authorise Market Purchase of Ordinary For For Management Shares 17 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- GRIFOLS SA Ticker: GRF Security ID: E5706X124 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: MAY 22, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Standalone Financial For For Management Statements, Allocation of Income, and Dividend Payment 2 Approve Consolidated Financial For For Management Statements 3 Approve Discharge of Board For For Management 4 Renew Appointment of KPMG as Auditor For For Management of Standalone Financial Statements 5 Renew Appointment of KPMG as Auditor For For Management of Consolidated Financial Statements 6.1 Amend Articles Re: General Meetings For For Management 6.2 Amend Articles Re: Board of Directors For For Management 6.3 Add Articles Re: Director Remuneration For For Management 7.1 Amend Article 7 of General Meeting For For Management Regulations Re: Functions 7.2 Amend Articles of General Meeting For For Management Regulations Re: Convening of Meeting, Right to Information, Interventions and Voting of Resolutions 7.3 Amend Article 11 of General Meeting For For Management Regulations Re: Representation 8.1 Dismiss Edgar Dalzell Jannotta as For For Management Director 8.2 Dismiss William Brett Ingersoll as For For Management Director 8.3 Dismiss Thorthol Holdings BV as For For Management Director 8.4 Dismiss Juan Ignacio Twose Roura as For For Management Director 8.5 Elect Carina Szpilka Lazaro as Director For For Management 8.6 Elect Inigo Sanchez-Asiain Mardones as For For Management Director 8.7 Elect Raimon Grifols Roura as Director For For Management 8.8 Reelect Anna Veiga Lluch as Director For For Management 8.9 Reelect Tomas Daga Gelabert as Director For For Management 8.10 Fix Number of Directors at 12 For For Management 9 Receive Amendments to Board of None None Management Directors Regulations 10 Approve Remuneration of Directors For For Management 11 Advisory Vote on Remuneration Policy For Against Management Report 12 Approve Stock Split For For Management 13 Authorize Share Repurchase Program For For Management 14 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- GRUPO FINANCIERO BANORTE S.A.B. DE C.V. Ticker: GFNORTEO Security ID: P49501201 Meeting Date: JUL 04, 2014 Meeting Type: Special Record Date: JUN 24, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Change Company's Subsidiary Names to For For Management Seguros Banorte SA de CV, Grupo Financiero Banorte and Pensiones Banorte SA de CV, Grupo Financiero Banorte; Amend Article Second of Bylaws; Authorization to Subscribe a New Agreement of Shared Responsibilities 2 Amend Bylaws in Order to Comply with For For Management Law Regulating of Financial Institutions Published on Jan. 10, 2014; Approve Total Exchange of Shares Representing Company's Equity to Comply with Requirements Set Forth in Article Eleventh of Bylaws 3 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- GRUPO FINANCIERO BANORTE S.A.B. DE C.V. Ticker: GFNORTEO Security ID: P49501201 Meeting Date: OCT 22, 2014 Meeting Type: Special Record Date: OCT 10, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Carlos Hank Gonzalez as Director For For Management to Replace Graciela Gonzalez Moreno 1.2 Elect Graciela Gonzalez Moreno as For For Management Alternate Director to Replace Alejandro Hank Gonzalez 1.3 Approve Directors Liability and For For Management Indemnification 2 Approve Cash Dividends of MXN 0.2435 For For Management Per Share 3 Approve Creation of an Incentive Plan For For Management for the Employees of the Company and its Subsidiaries 4 Receive External Auditor's Report on For For Management Fiscal Obligations 5 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- GRUPO FINANCIERO BANORTE S.A.B. DE C.V. Ticker: GFNORTEO Security ID: P49501201 Meeting Date: JAN 21, 2015 Meeting Type: Special Record Date: JAN 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Cash Dividends of MXN 0.2435 For For Management Per Share 2 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- GRUPO FINANCIERO BANORTE S.A.B. DE C.V. Ticker: GFNORTEO Security ID: P49501201 Meeting Date: APR 24, 2015 Meeting Type: Annual Record Date: APR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Allocation of Income For For Management 3 Approve Cash Dividends of MXN 0.4870 For For Management Per Share 4.a1 Elect Carlos Hank Gonzalez as Board For For Management Chairman 4.a2 Elect Juan Antonio Gonzalez Moreno as For For Management Director 4.a3 Elect David Villarreal Montemayor as For For Management Director 4.a4 Elect Jose Marcos Ramirez Miguel as For For Management Director 4.a5 Elect Everardo Elizondo Almaguer as For For Management Director 4.a6 Elect Patricia Armendariz Guerra as For For Management Director 4.a7 Elect Hector Reyes-Retana y Dahl as For For Management Director 4.a8 Elect Juan Carlos Braniff Hierro as For For Management Director 4.a9 Elect Armando Garza Sada as Director For For Management 4.a10 Elect Alfredo Elias Ayub as Director For For Management 4.a11 Elect Adrian Sada Cueva as Director For For Management 4.a12 Elect Miguel Aleman Magnani as Director For For Management 4.a13 Elect Alejandro Burillo Azcarraga as For For Management Director 4.a14 Elect Jose Antonio Chedraui Eguia as For For Management Director 4.a15 Elect Alfonso de Angoitia Noriega as For For Management Director 4.a16 Elect Graciela Gonzalez Moreno as For For Management Alternate Director 4.a17 Elect Juan Antonio Gonzalez Marcos as For For Management Alternate Director 4.a18 Elect Jose Maria Garza Trevino as For For Management Alternate Director 4.a19 Elect Robert William Chandler Edwards For For Management as Alternate Director 4.a20 Elect Alberto Halabe Hamui as For For Management Alternate Director 4.a21 Elect Roberto Kelleher Vales as For For Management Alternate Director 4.a22 Elect Manuel Aznar Nicolin as For For Management Alternate Director 4.a23 Elect Guillermo Mascarenas Milmo as For For Management Alternate Director 4.a24 Elect Ramon A. Leal Chapa as Alternate For For Management Director 4.a25 Elect Isaac Becker Kabacnik as For For Management Alternate Director 4.a26 Elect Eduardo Livas Cantu as Alternate For For Management Director 4.a27 Elect Lorenzo Lazo Margain as For For Management Alternate Director 4.a28 Elect Javier Braun Burillo as For For Management Alternate Director 4.a29 Elect Rafael Contreras Grosskelwing as For For Management Alternate Director 4.a30 Elect Guadalupe Phillips Margain as For For Management Alternate Director 4.b Elect Hector Avila Flores as Board For For Management Secretary Who Will Not Be Part of Board 4.c Approve Directors Liability and For For Management Indemnification 5 Approve Remuneration of Directors For For Management 6 Elect Hector Reyes Retana y Dahl as For For Management Chairman of Audit and Corporate Practices Committee 7 Approve Report on Share Repurchase; For For Management Set Aggregate Nominal Amount of Share Repurchase Program 8 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- GRUPO TELEVISA S.A.B. Ticker: TLEVISACPO Security ID: 40049J206 Meeting Date: APR 29, 2015 Meeting Type: Annual/Special Record Date: APR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect or Ratify Directors Representing For Against Management Series L Shareholders 2 Authorize Board to Ratify and Execute For Against Management Approved Resolutions 1 Elect or Ratify Directors Representing For Against Management Series D Shareholders 2 Authorize Board to Ratify and Execute For Against Management Approved Resolutions 1 Approve Financial Statements and For For Management Statutory Reports as Required by Article 28 of Mexican Securities Law, Approve Financial Statements; Approve Discharge of Directors, CEO and Board Committees 2 Present Report on Compliance with For For Management Fiscal Obligations 3 Approve Allocation of Income For For Management 4 Set Aggregate Nominal Amount for Share For For Management Repurchase and Receive Report on Board's Decision on Share Repurchase, Sale of Treasury Shares, and Share Plan 5 Elect or Ratify Members of Board, For Against Management Secretary and Other Officers 6 Elect or Ratify Members of Executive For Against Management Committee 7 Elect or Ratify Chairman of Audit For Against Management Committee and Corporate Practices Committee 8 Approve Remuneration of Board Members, For For Management Executive, Audit and Corporate Practices Committees, and Secretary 9 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- GRUPPO TREVI S.P.A. Ticker: TFI Security ID: T9471T106 Meeting Date: SEP 05, 2014 Meeting Type: Special Record Date: AUG 27, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Capital Increase with For For Management Preemptive Rights -------------------------------------------------------------------------------- GRUPPO TREVI S.P.A. Ticker: TFI Security ID: T9471T106 Meeting Date: JAN 15, 2015 Meeting Type: Special Record Date: JAN 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Appoint One Internal Statutory Auditor For Against Management and One Alternate Internal Statutory Auditor; Approve Auditors' Remuneration 2 Elect Directors (Bundled) For Against Shareholder -------------------------------------------------------------------------------- GRUPPO TREVI S.P.A. Ticker: TFI Security ID: T9471T106 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: APR 21, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements, For For Management Statutory Reports, and Allocation of Income 2 Authorize Share Repurchase Program and For For Management Reissuance of Repurchased Shares 3 Approve Remuneration Report For For Management 4 Approve Remuneration of Committee For For Management Members -------------------------------------------------------------------------------- GTECH SPA Ticker: GTK Security ID: T9179L108 Meeting Date: NOV 04, 2014 Meeting Type: Special Record Date: OCT 24, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Acquisition of GTECH S.p.a by For For Management Georgia Worldwide Plc -------------------------------------------------------------------------------- GUD HOLDINGS LTD. Ticker: GUD Security ID: Q43709106 Meeting Date: OCT 28, 2014 Meeting Type: Annual Record Date: OCT 26, 2014 # Proposal Mgt Rec Vote Cast Sponsor 2.1 Elect Mark Smith as Director For For Management 2.2 Elect Graeme Billings as Director For For Management 3 Approve the Remuneration Report For For Management 4 Approve the Grant of 90,259 For For Management Performance Rights to Jonathan Ling, Managing Director of the Company 5 Approve the Renewal of the For For Management Proportional Takeover Provisions -------------------------------------------------------------------------------- GUNZE LTD. Ticker: 3002 Security ID: J17850124 Meeting Date: JUN 25, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 7.5 2.1 Elect Director Kodama, Nodoka For Against Management 2.2 Elect Director Hattori, Kazunori For For Management 2.3 Elect Director Hirochi, Atsushi For For Management 2.4 Elect Director Amano, Katsusuke For For Management 2.5 Elect Director Shirai, Aya For For Management 2.6 Elect Director Suzuki, Masakazu For For Management 2.7 Elect Director Furukawa, Tomomi For For Management 2.8 Elect Director Akase, Yasuhiro For For Management 2.9 Elect Director Oka, Nobuya For For Management 2.10 Elect Director Saguchi, Toshiyasu For For Management 3.1 Appoint Statutory Auditor Inoue, Keigo For For Management 3.2 Appoint Statutory Auditor Suzuka, For For Management Yoshio -------------------------------------------------------------------------------- GVC HOLDINGS PLC Ticker: GVC Security ID: G427A6103 Meeting Date: MAY 05, 2015 Meeting Type: Annual Record Date: MAY 03, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports of the Company 2 Accept Financial Statements and For For Management Statutory Reports of the GVC Group 3 Approve Final Dividend For For Management 4 Re-elect Kenneth Alexander as a For For Management Director 5 Re-elect Karl Diacono as a Director For Against Management 6 Reappoint Grant Thornton UK LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 7 Approve Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights 8 Amend Articles of Association For For Management -------------------------------------------------------------------------------- HAKUTO CO., LTD. Ticker: 7433 Security ID: J18113100 Meeting Date: JUN 25, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles to Amend Business Lines For For Management - Indemnify Directors - Indemnify Statutory Auditors 2.1 Elect Director Sugimoto, Ryusaburo For For Management 2.2 Elect Director Takada, Yoshinae For For Management 2.3 Elect Director Abe, Ryoji For For Management 2.4 Elect Director Shintoku, Nobuhito For For Management 2.5 Elect Director Kitano, Kazunobu For For Management 2.6 Elect Director Takayama, Ichiro For For Management 2.7 Elect Director Kondo, Keiji For For Management 2.8 Elect Director Kamijo, Masahito For For Management 3 Appoint Statutory Auditor Yoden, Mikio For For Management -------------------------------------------------------------------------------- HALFORDS GROUP PLC Ticker: HFD Security ID: G4280E105 Meeting Date: JUL 29, 2014 Meeting Type: Annual Record Date: JUL 25, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3 Approve Remuneration Report For For Management 4 Approve Remuneration Policy For For Management 5 Elect Helen Jones as Director For For Management 6 Re-elect Dennis Millard as Director For For Management 7 Re-elect David Adams as Director For For Management 8 Re-elect Claudia Arney as Director For For Management 9 Re-elect Matt Davies as Director For For Management 10 Re-elect Andrew Findlay as Director For For Management 11 Reappoint KPMG LLP as Auditors For For Management 12 Authorise Board to Fix Remuneration of For For Management Auditors 13 Authorise Issue of Equity with For For Management Pre-emptive Rights 14 Authorise Issue of Equity without For For Management Pre-emptive Rights 15 Authorise Market Purchase of Ordinary For For Management Shares 16 Approve Company Share Option Scheme For For Management 17 Approve Sharesave Scheme For For Management 18 Establish Other Share Plans Based on For For Management Each of the Company Share Option Scheme and the Sharesave Scheme 19 Authorise EU Political Donations and For For Management Expenditure 20 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- HANKOOK TIRE CO., LTD. Ticker: 161390 Security ID: Y3R57J108 Meeting Date: MAR 27, 2015 Meeting Type: Annual Record Date: DEC 31, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Allocation of Income 2 Amend Articles of Incorporation For For Management 3.1 Elect Two Inside Directors (Bundled) For For Management 3.2 Elect Three Outside Directors (Bundled) For For Management 4 Elect Three Members of Audit Committee For For Management 5 Approve Total Remuneration of Inside For For Management Directors and Outside Directors -------------------------------------------------------------------------------- HANNOVER RUECK SE Ticker: HNR1 Security ID: D3015J135 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2014 (Non-Voting) 2 Approve Allocation of Income and For Did Not Vote Management Dividends of EUR 3 per Share and Special Dividends of EUR 1.25 per Share 3 Approve Discharge of Management Board For Did Not Vote Management for Fiscal 2014 4 Approve Discharge of Supervisory Board For Did Not Vote Management for Fiscal 2014 5 Authorize Share Repurchase Program and For Did Not Vote Management Reissuance or Cancellation of Repurchased Shares 6 Authorize Use of Financial Derivatives For Did Not Vote Management when Repurchasing Shares 7 Approve Issuance of Warrants/Bonds For Did Not Vote Management with Warrants Attached/Convertible Bonds with Partial Exclusion of Preemptive Rights up to Aggregate Nominal Amount of EUR 500 Million 8 Approve Issuance of Participation For Did Not Vote Management Bonds with Warrants Attached/Convertible Bonds with Partial Exclusion of Preemptive Rights up to Aggregate Nominal Amount of EUR 500 Million 9 Approve Issuance of Participation For Did Not Vote Management Rights with Warrants Attached/Convertible Bonds with Partial Exclusion of Preemptive Rights up to Aggregate Nominal Amount of EUR 500 Million 10 Approve Creation of EUR 60.3 Million For Did Not Vote Management Pool of Capital with Partial Exclusion of Preemptive Rights to Guarantee Conversion Rights 11 Approve Creation of EUR 60.3 Million For Did Not Vote Management Pool of Capital with Partial Exclusion of Preemptive Rights 12 Approve Creation of EUR 1 Million Pool For Did Not Vote Management of Capital for Employee Stock Purchase Plan 13 Approve Affiliation Agreement with For Did Not Vote Management International Insurance Company of Hannover SE -------------------------------------------------------------------------------- HAREL INSURANCE INVESTMENTS & FINANCIAL SERVICES LTD. Ticker: HARL Security ID: M52635105 Meeting Date: JUN 15, 2015 Meeting Type: Annual Record Date: MAY 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Discuss Financial Statements and the None None Management Report of the Board for 2014 2 Reappoint KPMG Somekh Chaikin as For For Management Auditors and Authorize Board to Fix Their Remuneration; Report on Auditor's Fees for 2014 3.1 Reelect Yair Hamburger, Chairman, as For For Management Director Until the End of the Next Annual General Meeting 3.2 Reelect Gideon Hamburger as Director For For Management Until the End of the Next Annual General Meeting 3.3 Reelect Joav Manor as Director Until For For Management the End of the Next Annual General Meeting 3.4 Reelect Doron Cohen as Director Until For For Management the End of the Next Annual General Meeting 3.5 Reelect Joseph Ciechanover as Director For For Management Until the End of the Next Annual General Meeting -------------------------------------------------------------------------------- HEIDELBERGCEMENT AG Ticker: HEI Security ID: D31709104 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: APR 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2014 (Non-Voting) 2 Approve Allocation of Income and For For Management Dividends of EUR 0.75 per Share 3.1 Approve Discharge of Management Board For For Management Member Bernd Scheifele for Fiscal 2014 3.2 Approve Discharge of Management Board For For Management Member Dominik von Achten for Fiscal 2014 3.3 Approve Discharge of Management Board For For Management Member Daniel Gauthier for Fiscal 2014 3.4 Approve Discharge of Management Board For For Management Member Andreas Kern for Fiscal 2014 3.5 Approve Discharge of Management Board For For Management Member Lorenz Naeger for Fiscal 2014 3.6 Approve Discharge of Management Board For For Management Member Albert Scheuer for Fiscal 2014 4.1 Approve Discharge of Supervisory Board For For Management Member Fritz-Juergen Heckmann for Fiscal 2014 4.2 Approve Discharge of Supervisory Board For For Management Member Heinz Schmitt for Fiscal 2014 4.3 Approve Discharge of Supervisory Board For For Management Member Robert Feiger for Fiscal 2014 4.4 Approve Discharge of Supervisory Board For For Management Member Josef Heumann for Fiscal 2014 4.5 Approve Discharge of Supervisory Board For For Management Member Gabriele Kailing for Fiscal 2014 4.6 Approve Discharge of Supervisory Board For For Management Member Max Dietrich Kley for Fiscal 2014 4.7 Approve Discharge of Supervisory Board For For Management Member Hans Georg Kraut for Fiscal 2014 4.8 Approve Discharge of Supervisory Board For For Management Member Ludwig Merckle for Fiscal 2014 4.9 Approve Discharge of Supervisory Board For For Management Member Tobias Merckle for Fiscal 2014 4.10 Approve Discharge of Supervisory Board For For Management Member Alan James Murray for Fiscal 2014 4.11 Approve Discharge of Supervisory Board For For Management Member Juergen M. Schneider for Fiscal 2014 4.12 Approve Discharge of Supervisory Board For For Management Member Werner Schraeder for Fiscal 2014 4.13 Approve Discharge of Supervisory Board For For Management Member Frank-Dirk Steininger for Fiscal 2014 4.14 Approve Discharge of Supervisory Board For For Management Member Marion Weissenberger-Eibl for Fiscal 2014 5 Ratify Ernst & Young GmbH as Auditors For For Management for Fiscal 2015 6 Approve Creation of EUR 225 Million For For Management Pool of Capital with Partial Exclusion of Preemptive Rights 7 Approve Creation of EUR 56.4 Million For For Management Pool of Capital without Preemptive Rights 8 Approve Remuneration of Supervisory For For Management Board 9 Amend Articles Re: Corporate For For Management Governance Principles -------------------------------------------------------------------------------- HEINEKEN NV Ticker: HEIA Security ID: N39427211 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: MAR 26, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Receive Report of Management Board None None Management (Non-Voting) 1b Discuss Remuneration Report Containing None None Management Remuneration Policy for Management Board Members 1c Adopt Financial Statements and For For Management Statutory Reports 1d Receive Explanation on Dividend Policy None None Management 1e Approve Allocation of Income and For For Management Dividends of EUR 1.10 per Share 1f Approve Discharge of Management Board For For Management 1g Approve Discharge of Supervisory Board For For Management 2a Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 2b Grant Board Authority to Issue Shares For For Management Up To 10 Percent of Issued Capital 2c Authorize Board to Exclude Preemptive For For Management Rights from Issuance under Item 2b 3 Elect L. Debroux to Management Board For For Management 4 Elect M.R. de Carvalho to Supervisory For For Management Board -------------------------------------------------------------------------------- HEIWA REAL ESTATE CO. LTD. Ticker: 8803 Security ID: J19278100 Meeting Date: JUN 25, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 11 2.1 Elect Director Iwakuma, Hiroyuki For Against Management 2.2 Elect Director Hayakawa, Takashi For For Management 2.3 Elect Director Yamada, Kazuo For For Management 2.4 Elect Director Iwasaki, Norio For For Management 2.5 Elect Director Takagi, Shigeru For For Management 3 Appoint Statutory Auditor Kato, Naoto For For Management 4 Approve Annual Bonus Payment to For For Management Directors 5 Approve Takeover Defense Plan (Poison For Against Management Pill) -------------------------------------------------------------------------------- HELICAL BAR PLC Ticker: HLCL Security ID: G43904195 Meeting Date: JUL 25, 2014 Meeting Type: Annual Record Date: JUL 23, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3 Re-elect Nigel McNair Scott as Director For For Management 4 Re-elect Michael Slade as Director For For Management 5 Re-elect Tim Murphy as Director For For Management 6 Re-elect Gerald Kaye as Director For For Management 7 Re-elect Matthew Bonning-Snook as For For Management Director 8 Re-elect Jack Pitman as Director For For Management 9 Re-elect Duncan Walker as Director For For Management 10 Re-elect Richard Gillingwater as For For Management Director 11 Re-elect Richard Grant as Director For For Management 12 Re-elect Andrew Gulliford as Director For For Management 13 Re-elect Michael O'Donnell as Director For For Management 14 Reappoint Grant Thornton UK LLP as For For Management Auditors 15 Authorise Board to Fix Remuneration of For For Management Auditors 16 Approve Remuneration Report For Against Management 17 Approve Remuneration Policy For For Management 18 Authorise Issue of Equity with For For Management Pre-emptive Rights 19 Authorise Issue of Equity without For For Management Pre-emptive Rights 20 Authorise Market Purchase of Ordinary For For Management Shares 21 Adopt New Articles of Association For For Management 22 Authorise the Company to Call EGM with For For Management Two Weeks' Notice 23 Approve Performance Share Plan 2014 For For Management -------------------------------------------------------------------------------- HELVETIA HOLDING AG Ticker: HELN Security ID: H35927120 Meeting Date: SEP 17, 2014 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve CHF 130,000 Pool of Capital For For Management without Preemptive Rights for the Purpose of Acquiring Schweizerische National-Versicherungs-Gesellschaft AG 2.1 Elect Balz Hoesly as Director For For Management 2.2 Elect Peter Kaemmerer as Director For For Management 2.3 Elect Hans Kuenzle as Director For For Management 2.4 Elect Gabriela Maria Payer as Director For For Management 2.5 Elect Andreas von Planta as Director For For Management 3 Approve Remuneration of Directors in For For Management the Amount of CHF 335,000 4 Transact Other Business (Voting) For Against Management -------------------------------------------------------------------------------- HELVETIA HOLDING AG Ticker: HELN Security ID: H3701H100 Meeting Date: APR 24, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Discharge of Board and Senior For For Management Management 3 Approve Allocation of Income and For For Management Dividends of CHF 18.00 per Share 4.1a Elect Doris Russi Schurter as Director For Against Management 4.1b Elect Pierin Vincenz as Director For For Management 4.1c Elect Doris Russi Schurter as Interim For Against Management Chairwoman until Sept. 30, 2015 and Pierin Vincenz as Chairman for the Period from Oct. 1, 2015 until 2016 AGM 4.1d Elect Hans-Juerg Bernet as Director For For Management 4.1e Elect Jean-Rene Fournier as Director For Against Management 4.1f Elect Patrik Gisel as Director as of For For Management Oct. 1, 2015 until the end of the 2016 AGM 4.1g Elect Balz Hoesly as Director For For Management 4.1h Elect Peter A. Kaemmerer as Director For For Management 4.1i Elect Hans Kuenzle as Director For For Management 4.1j Elect Christoph Lechner as Director For For Management 4.1k Elect John M. Manser as Director For For Management 4.1l Elect Gabriela Payer as Director For For Management 4.1m Elect Herbert J. Scheidt as Director For Against Management 4.1n Elect Andreas von Planta as Director For For Management 4.2.1 Appoint Hans-Juerg Bernet as Member of For For Management the Compensation Committee 4.2.2 Appoint John M. Manser as Member of For For Management the Compensation Committee 4.2.3 Appoint Gabriela Payer as Member of For For Management the Compensation Committee 4.2.4 Appoint Doris Russi Schurter as Member For For Management of the Compensation Committee 5.1 Approve Fixed Remuneration of Board of For For Management Directors in the Amount of CHF 2.5 Million 5.2 Approve Fixed Remuneration of For For Management Executive Committee in the Amount of CHF 5.1 Million 5.3 Approve Variable Remuneration of Board For For Management of Directors in the Amount of CHF 419,000 5.4 Approve Remuneration of Executive For For Management Committee in the Amount of CHF 3.1 Million 6 Designate Daniel Bachmann as For For Management Independent Proxy 7 Ratify KPMG AG as Auditors For For Management 8 Transact Other Business (Voting) For Against Management -------------------------------------------------------------------------------- HERA SPA Ticker: HER Security ID: T5250M106 Meeting Date: APR 28, 2015 Meeting Type: Annual/Special Record Date: APR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Adopt Double Voting Rights for For Against Management Long-Term Registered Shareholders 2 Amend Company Bylaws For For Management 1 Approve Financial Statements, For For Management Statutory Reports, and Allocation of Income 2 Approve Remuneration Report For Against Management 3 Authorize Share Repurchase Program and For For Management Reissuance of Repurchased Shares -------------------------------------------------------------------------------- HERMES INTERNATIONAL Ticker: RMS Security ID: F48051100 Meeting Date: JUN 02, 2015 Meeting Type: Annual/Special Record Date: MAY 28, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Discharge of Management Board For For Management 4 Approve Allocation of Income and For For Management Ordinary Dividends of EUR 2.95 per Share and Special Dividends of EUR 5. 00 per Share 5 Approve Auditors' Special Report on For Against Management Related-Party Transactions 6 Reelect Matthieu Dumas as Supervisory For Against Management Board Member 7 Reelect Blaise Guerrand as Supervisory For Against Management Board Member 8 Reelect Robert Peugeot as Supervisory For Against Management Board Member 9 Advisory Vote on Compensation of Axel For Against Management Dumas, Chairman of the Management Board 10 Advisory Vote on Societe Emile Hermes, For Against Management Member of the Management Board 11 Authorize Repurchase of Up to 10 For Against Management Percent of Issued Share Capital 12 Amend Article 24 of Bylaws Re: Record For For Management Date 13 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 14 Authorize up to 2 Percent of Issued For Against Management Capital for Use in Stock Option Plans 15 Authorize up to 2 Percent of Issued For Against Management Capital for Use in Restricted Stock Plans 16 Authorize Capitalization of Reserves For Against Management of up to 40 Percent of Issued Capital for Bonus Issue or Increase in Par Value 17 Authorize Issuance of Equity or For Against Management Equity-Linked Securities with Preemptive Rights up to 40 Percent of Issued Capital, Including in the Event of a Public Tender Offer 18 Authorize Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights up to 40 Percent of Issued Capital, Including in the Event of a Public Tender Offer 19 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 20 Approve Issuance of Equity or For Against Management Equity-Linked Securities for up to 20 Percent of Issued Capital Per Year for Private Placements, Including in the Event of a Public Tender Offer 21 Authorize Capital Increase of up to 10 For Against Management Percent of Issued Capital for Contributions in Kind, Including in the Event of a Public Tender Offer 22 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- HEXAGON AB Ticker: HEXA B Security ID: W40063104 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: APR 29, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Elect Chairman of Meeting For For Management 3 Prepare and Approve List of For For Management Shareholders 4 Approve Agenda of Meeting For For Management 5 Designate Inspector(s) of Minutes of For For Management Meeting 6 Acknowledge Proper Convening of Meeting For For Management 7 Receive President's Report None None Management 8a Receive Financial Statements and None None Management Statutory Reports 8b Receive Auditor's Report on None None Management Application of Guidelines for Remuneration for Executive Management 8c Receive Dividend Proposal None None Management 9a Accept Financial Statements and For For Management Statutory Reports 9b Approve Allocation of Income and For For Management Dividends of EUR 0.35 Per Share 9c Approve Discharge of Board and For For Management President 10 Determine Number of Members (6) and For For Management Deputy Members (0) of Board 11 Approve Remuneration of Directors; For For Management Approve Remuneration of Auditors 12 Reelect Melker Schorling, Ola Rollen, For For Management Gun Nilsson, Ulrik Svensson, Ulrika Francke and Jill Smith as Board Members; Reelect Ernst & Young as Auditor 13 Reelect Mikael Ekdahl (Melker For For Management Schorling AB; Chair), Jan Andersson (Swedbank Robur fonder) and Anders Oscarsson (AMF Fonder) as Nominating Committee Members; Elect Henrik Didner (Didner & Gerge Fonder) as New Nominating Committee Member 14 Approve Remuneration Policy And Other For For Management Terms of Employment For Executive Management 15 Amend Articles: Share Class Limits For For Management 16 Approve Stock Option Plan For For Management 17 Authorize Share Repurchase Program and For For Management Reissuance of Repurchased Shares 18 Close Meeting None None Management -------------------------------------------------------------------------------- HIGASHI-NIPPON BANK LTD. Ticker: 8536 Security ID: J86269107 Meeting Date: JUN 25, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 4 2.1 Elect Director Ogura, Seiji For For Management 2.2 Elect Director Koguchi, Isamu For For Management 2.3 Elect Director Suda, Kenji For For Management 2.4 Elect Director Usui, Mitsuhiro For For Management 3.1 Appoint Statutory Auditor Hashimoto, For For Management Keiichiro 3.2 Appoint Statutory Auditor Koike, Noriko For For Management -------------------------------------------------------------------------------- HIKMA PHARMACEUTICALS PLC Ticker: HIK Security ID: G4576K104 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAY 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3 Reappoint Deloitte LLP as Auditors For For Management 4 Authorise Board to Fix Remuneration of For For Management Auditors 5 Elect Dr Pamela Kirby as Director For For Management 6 Re-elect Said Darwazah as Director For For Management 7 Re-elect Mazen Darwazah as Director For For Management 8 Re-elect Robert Pickering as Director For For Management 9 Re-elect Ali Al-Husry as Director For For Management 10 Re-elect Michael Ashton as Director For For Management 11 Re-elect Breffni Byrne as Director For For Management 12 Re-elect Dr Ronald Goode as Director For For Management 13 Re-elect Patrick Butler as Director For For Management 14 Approve Remuneration Report For Against Management 15 Authorise Issue of Equity with For For Management Pre-emptive Rights 16 Authorise Issue of Equity without For For Management Pre-emptive Rights 17 Authorise Market Purchase of Ordinary For For Management Shares 18 Authorise the Company to Call EGM with For For Management Two Weeks' Notice 19 Approve Waiver on Tender-Bid For Against Management Requirement Relating to the Buy Back of Shares 20 Approve Waiver on Tender-Bid For For Management Requirement Relating to the Granting of EIPs and MIPs to the Concert Party -------------------------------------------------------------------------------- HITACHI LTD. Ticker: 6501 Security ID: J20454112 Meeting Date: JUN 25, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles to Indemnify Directors For For Management - Reflect Changes in Law 2.1 Elect Director Katsumata, Nobuo For For Management 2.2 Elect Director Cynthia Carroll For For Management 2.3 Elect Director Sakakibara, Sadayuki For For Management 2.4 Elect Director George Buckley For For Management 2.5 Elect Director Louise Pentland For For Management 2.6 Elect Director Mochizuki, Harufumi For For Management 2.7 Elect Director Philip Yeo For For Management 2.8 Elect Director Yoshihara, Hiroaki For For Management 2.9 Elect Director Nakanishi, Hiroaki For For Management 2.10 Elect Director Higashihara, Toshiaki For For Management 2.11 Elect Director Miyoshi, Takashi For For Management 2.12 Elect Director Mochida, Nobuo For For Management -------------------------------------------------------------------------------- HKSCAN OYJ Ticker: HKSAV Security ID: X5056X103 Meeting Date: APR 14, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Call the Meeting to Order None None Management 3 Designate Inspector or Shareholder For For Management Representative(s) of Minutes of Meeting 4 Acknowledge Proper Convening of Meeting For For Management 5 Prepare and Approve List of For For Management Shareholders 6 Receive Financial Statements and None None Management Statutory Reports 7 Accept Financial Statements and For For Management Statutory Reports 8 Approve Allocation of Income and For For Management Dividends of EUR 0.10 Per Share and an Additional Dividend of EUR 0.39 Per Share 9 Approve Discharge of Board and For For Management President 10 Approve Remuneration of Directors in For For Management Amount of EUR 54,250 for Chairman, EUR 27,100 for Vice-Chairman and EUR 22,100 for Other Directors; Approve Meeting Fees; Approve Remuneration for Committee Work 11 Determine Number of Directors (6) and For For Management Deputy Directors (2) of Board 12 Reelect Niels Borup, Tero Hemmila, For For Management Teija Andersen, and Henrik Treschow as Directors; Elect Mikko Nikula and Pirjo Valiaho as New Directors; Elect Per Nilsson and Marko Onnela as Deputy Directors 13 Approve Remuneration of Auditors For For Management 14 Ratify PricewaterhouseCoopers as For For Management Auditors 15 Approve Issuance of up to 2.5 Million For For Management Series A Shares without Preemptive Rights 16 Authorize Share Repurchase Program For For Management 17 Close Meeting None None Management -------------------------------------------------------------------------------- HOLMEN AB Ticker: HOLM B Security ID: W4200N112 Meeting Date: APR 16, 2015 Meeting Type: Annual Record Date: APR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Elect Chairman of Meeting For For Management 3 Prepare and Approve List of For For Management Shareholders 4 Approve Agenda of Meeting For For Management 5 Designate Inspector(s) of Minutes of For For Management Meeting 6 Acknowledge Proper Convening of Meeting For For Management 7 Receive Financial Statements and None None Management Statutory Reports 8 Allow Questions None None Management 9 Accept Financial Statements and For For Management Statutory Reports 10 Approve Allocation of Income and For For Management Dividends of SEK 10.00 Per Share 11 Approve Discharge of Board and For For Management President 12 Determine Number of Directors (9) and For For Management Deputy Directors (0) of Board; Determine Number of Auditors (1) 13 Approve Remuneration of Directors in For For Management the Amount of SEK 650,000 for Chairman and SEK 325,000 for Other Directors; Approve Remuneration of Auditors 14 Relect Fredrik Lundberg (Chairman), For Against Management Carl Bennet, Lars Josefsson, Carl Kempe, Louise Lindh, Ulf Lundahl, Goran Lundin, and Henrik Sjolund as Directors; Elect Henriette Zeuchner as New Director 15 Ratify KPMG as Auditors For For Management 16 Receive Information About Nomination None None Management Committee Before 2016 AGM 17 Approve Remuneration Policy And Other For For Management Terms of Employment For Executive Management 18 Authorize Share Repurchase Program and For For Management Reissuance of Repurchased Shares 19 Close Meeting None None Management -------------------------------------------------------------------------------- HOME RETAIL GROUP PLC Ticker: HOME Security ID: G4581D103 Meeting Date: JUL 02, 2014 Meeting Type: Annual Record Date: JUN 30, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Policy For For Management 3 Approve Remuneration Report For For Management 4 Approve Final Dividend For For Management 5 Re-elect Richard Ashton as Director For For Management 6 Re-elect John Coombe as Director For For Management 7 Re-elect Mike Darcey as Director For For Management 8 Re-elect Ian Durant as Director For For Management 9 Re-elect Cath Keers as Director For For Management 10 Re-elect Jacqueline de Rojas as For For Management Director 11 Elect John Walden as Director For For Management 12 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors 13 Authorise Board to Fix Remuneration of For For Management Auditors 14 Authorise EU Political Donations and For For Management Expenditure 15 Authorise Issue of Equity with For For Management Pre-emptive Rights 16 Authorise Issue of Equity without For For Management Pre-emptive Rights 17 Authorise Market Purchase of Ordinary For For Management Shares 18 Authorise the Company to Call EGM with For For Management Two Weeks' Notice 19 Authorise Employee Share Trust to Hold For For Management Shares in the Capital of the Company at Any Time Until 31 March 2016 -------------------------------------------------------------------------------- HONDA MOTOR CO. LTD. Ticker: 7267 Security ID: J22302111 Meeting Date: JUN 17, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 22 2.1 Elect Director Ike, Fumihiko For For Management 2.2 Elect Director Ito, Takanobu For For Management 2.3 Elect Director Iwamura, Tetsuo For For Management 2.4 Elect Director Fukuo, Koichi For For Management 2.5 Elect Director Matsumoto, Yoshiyuki For For Management 2.6 Elect Director Yamane, Yoshi For For Management 2.7 Elect Director Hachigo, Takahiro For For Management 2.8 Elect Director Yoshida, Masahiro For For Management 2.9 Elect Director Takeuchi, Kohei For For Management 2.10 Elect Director Kuroyanagi, Nobuo For For Management 2.11 Elect Director Kunii, Hideko For For Management 2.12 Elect Director Aoyama, Shinji For For Management 2.13 Elect Director Kaihara, Noriya For For Management 2.14 Elect Director Igarashi, Masayuki For For Management 3.1 Appoint Statutory Auditor Takaura, For For Management Hideo 3.2 Appoint Statutory Auditor Tamura, For For Management Mayumi -------------------------------------------------------------------------------- HONG FOK CORPORATION LIMITED Ticker: H30 Security ID: Y3281P101 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Adopt Financial Statements and For For Management Directors' and Auditors' Reports 2 Approve First and Final Dividend and For For Management Special Dividend 3 Approve Directors' Fees For For Management 4 Elect Cheong Sim Eng as Director For For Management 5 Elect Cheong Hooi Kheng as Director For For Management 6 Elect Lim Jun Xiong Steven as Director For For Management 7 Elect Chan Pengee, Adrian as Director For For Management 8 Approve KPMG LLP Singapore as Auditors For For Management and Authorize Board to Fix Their Remuneration 9 Approve Issuance of Equity or For Against Management Equity-Linked Securities with or without Preemptive Rights 10 Authorize Share Repurchase Program For For Management -------------------------------------------------------------------------------- HONG KONG TELEVISION NETWORK LTD. Ticker: 01137 Security ID: Y35707101 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAY 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2a Elect Wong Wai Kay, Ricky as Director For For Management 2b Elect Cheung Chi Kin, Paul as Director For For Management 2c Elect Wong Nga Lai, Alice as Director For For Management 2d Authorize Board to Fix Remuneration of For For Management Directors 3 Approve KPMG as Auditors and Authorize For For Management Board to Fix Their Remuneration 4 Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights 5 Authorize Repurchase of Issued Share For For Management Capital 6 Authorize Reissuance of Repurchased For Against Management Shares -------------------------------------------------------------------------------- HONGKONG LAND HOLDINGS LTD. Ticker: H78 Security ID: G4587L109 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Auditors' Report and Declare Final Dividend 2 Re-elect Mark Greenberg as Director For For Management 3 Re-elect Adam Keswick as Director For For Management 4 Re-elect Anthony Nightingale as For For Management Director 5 Re-elect James Watkins as Director For For Management 6 Re-elect Percy Weatherall as Director For For Management 7 Approve Remuneration of Directors For For Management 8 Re-appoint Pricewaterhousecoopers as For For Management Auditors and Authorize Board to Fix Their Remuneration 9 Approve Issuance of Equity or For For Management Equity-Linked Securities with and without Preemptive Rights -------------------------------------------------------------------------------- HOYA CORP. Ticker: 7741 Security ID: J22848105 Meeting Date: JUN 19, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Koeda, Itaru For For Management 1.2 Elect Director Uchinaga, Yukako For For Management 1.3 Elect Director Urano, Mitsudo For For Management 1.4 Elect Director Takasu, Takeo For For Management 1.5 Elect Director Kaihori, Shuzo For For Management 1.6 Elect Director Suzuki, Hiroshi For For Management 2 Amend Articles to Amend Business Lines For For Management 3 Amend Articles to Indemnify Directors For For Management 4.1 Remove Director Suzuki, Hiroshi Against Against Shareholder 4.2 Remove Director Kodama, Yukiharu Against Against Shareholder 4.3 Remove Director Koeda, Itaru Against Against Shareholder 4.4 Remove Director Aso, Yutaka Against Against Shareholder 4.5 Remove Director Urano, Mitsudo Against Against Shareholder 4.6 Remove Director Uchinaga, Yukako Against Against Shareholder 5 Appoint Shareholder Director Nominee Against Against Shareholder Takayama, Taizo 6 Amend Articles to Require Disclosure Against For Shareholder of Individual Director and Executive Officer Compensation 7 Amend Articles to Require a Against For Shareholder Non-Executive Board Chairman 8 Amend Articles to Disclose Policy on Against Against Shareholder Compensation for Directors and Executive Officers 9 Amend Articles to Set Mandatory Against Against Shareholder Retirement Age for Directors at 70 10 Amend Articles to Mandate Appointment Against Against Shareholder of Directors Aged 40 or Younger 11 Amend Articles to Allow Shareholders Against Against Shareholder to Nominate Director Candidates without Notifying Executive Officers 12 Amend Articles to Establish System Against Against Shareholder that Allows Shareholders to Directly Contact Directors, and Members of Nomination Committee, Compensation Committee and Audit Committee 13 Amend Articles to Disclose Against Against Shareholder Relationship with Employee Shareholding Association 14 Amend Articles to Deny Reappointment Against Against Shareholder of External Audit Firm 15 Amend Articles to Establish Special Against Against Shareholder Investigation Committee regarding Treatment of Shareholder Proposal Rights 16 Amend Articles to Establish Special Against Against Shareholder Investigation Committee regarding Relationship with Katsutoshi Kaneda 17 Amend Articles to Establish Special Against Against Shareholder Investigation Committee regarding Request to Taperewrite Inc 18 Amend Articles to Establish Special Against Against Shareholder Investigation Committee regarding Aborted Research Project on Inorganic Electro-Luminescence 19 Amend Articles to Establish Special Against Against Shareholder Investigation Committee regarding Company's Inability to Launch New Business for 25 Years 20 Amend Articles to Establish Special Against Against Shareholder Investigation Committee regarding Business Relationship with Kenko Tokina Corp 21 Amend Articles to Establish Special Against Against Shareholder Investigation Committee regarding Appropriateness of Hereditary Managerial Succession and its Effect on Shareholder Value -------------------------------------------------------------------------------- HSBC HOLDINGS PLC Ticker: HSBA Security ID: G4634U169 Meeting Date: APR 24, 2015 Meeting Type: Annual Record Date: APR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For Against Management 3(a) Elect Phillip Ameen as Director For For Management 3(b) Elect Heidi Miller as Director For For Management 3(c) Re-elect Kathleen Casey as Director For For Management 3(d) Re-elect Safra Catz as Director For For Management 3(e) Re-elect Laura Cha as Director For For Management 3(f) Re-elect Lord Evans of Weardale as For For Management Director 3(g) Re-elect Joachim Faber as Director For For Management 3(h) Re-elect Rona Fairhead as Director For For Management 3(i) Re-elect Douglas Flint as Director For For Management 3(j) Re-elect Stuart Gulliver as Director For For Management 3(k) Re-elect Sam Laidlaw as Director For For Management 3(l) Re-elect John Lipsky as Director For For Management 3(m) Re-elect Rachel Lomax as Director For For Management 3(n) Re-elect Iain Mackay as Director For For Management 3(o) Re-elect Marc Moses as Director For For Management 3(p) Re-elect Sir Simon Robertson as For For Management Director 3(q) Re-elect Jonathan Symonds as Director For For Management 4 Appoint PricewaterhouseCoopers LLP as For For Management Auditors 5 Authorise the Group Audit Committee to For For Management Fix Remuneration of Auditors 6 Authorise Issue of Equity with For For Management Pre-emptive Rights 7 Authorise Issue of Equity without For For Management Pre-emptive Rights 8 Authorise Directors to Allot Any For For Management Repurchased Shares 9 Authorise Market Purchase of Ordinary For For Management Shares 10 Authorise Issue of Equity with For For Management Pre-emptive Rights in Relation to Contingent Convertible Securities 11 Authorise Issue of Equity without For For Management Pre-emptive Rights in Relation to Contingent Convertible Securities 12 Amend Savings-Related Share Option For For Management Plan (UK) 13 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- HSBC HOLDINGS PLC Ticker: HSBA Security ID: G4634U169 Meeting Date: APR 24, 2015 Meeting Type: Annual Record Date: APR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3(a) Elect Phillip Ameen as Director For For Management 3(b) Elect Heidi Miller as Director For For Management 3(c) Re-elect Kathleen Casey as Director For For Management 3(d) Re-elect Safra Catz as Director For For Management 3(e) Re-elect Laura Cha as Director For For Management 3(f) Re-elect Lord Evans of Weardale as For For Management Director 3(g) Re-elect Joachim Faber as Director For For Management 3(h) Re-elect Rona Fairhead as Director For For Management 3(i) Re-elect Douglas Flint as Director For For Management 3(j) Re-elect Stuart Gulliver as Director For For Management 3(k) Re-elect Sam Laidlaw as Director For For Management 3(l) Re-elect John Lipsky as Director For For Management 3(m) Re-elect Rachel Lomax as Director For For Management 3(n) Re-elect Iain Mackay as Director For For Management 3(o) Re-elect Marc Moses as Director For For Management 3(p) Re-elect Sir Simon Robertson as For For Management Director 3(q) Re-elect Jonathan Symonds as Director For For Management 4 Appoint PricewaterhouseCoopers LLP as For For Management Auditors 5 Authorise the Group Audit Committee to For For Management Fix Remuneration of Auditors 6 Authorise Issue of Equity with For For Management Pre-emptive Rights 7 Authorise Issue of Equity without For For Management Pre-emptive Rights 8 Authorise Directors to Allot Any For For Management Repurchased Shares 9 Authorise Market Purchase of Ordinary For For Management Shares 10 Authorise Issue of Equity with For For Management Pre-emptive Rights in Relation to Contingent Convertible Securities 11 Authorise Issue of Equity without For For Management Pre-emptive Rights in Relation to Contingent Convertible Securities 12 Amend Savings-Related Share Option For For Management Plan (UK) 13 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- HSIN CHONG CONSTRUCTION GROUP LTD. Ticker: 00404 Security ID: G4634Z101 Meeting Date: NOV 27, 2014 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Acquisition Agreement and For For Management Related Transactions 2 Approve Increase in Authorised Share For For Management Capital, Creation of Convertible Preference Shares, and Amendment of Bye-laws of the Company 3 Approve Equity Financing Mandate For For Management -------------------------------------------------------------------------------- HSIN CHONG CONSTRUCTION GROUP LTD. Ticker: 00404 Security ID: G4634Z101 Meeting Date: FEB 25, 2015 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Tender Services Agreement and For For Management Related Annual Caps 2 Approve Supporting Services Agreement For For Management and Related Annual Caps 3 Approve Specialist Works For For Management Sub-Contracting Agreement and Related Annual Caps 4 Approve ISP Works Sub-Contracting For For Management Agreement and Related Annual Caps 5 Elect Zhou Wei as Director For For Management 6 Elect Gao Jingyuan as Director For For Management 7 Elect Lee Jai Ying as Director For For Management 8 Elect Zhang Xiaoying as Director For For Management 9 Elect Yan Jie as Director For For Management -------------------------------------------------------------------------------- HUDSON'S BAY COMPANY Ticker: HBC Security ID: 444218101 Meeting Date: JUN 09, 2015 Meeting Type: Annual/Special Record Date: APR 28, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Richard Baker For Withhold Management 1b Elect Director Robert Baker For For Management 1c Elect Director David Leith For For Management 1d Elect Director William Mack For For Management 1e Elect Director Lee Neibart For For Management 1f Elect Director Denise Pickett For For Management 1g Elect Director Wayne Pommen For For Management 1h Elect Director Earl Rotman For For Management 1i Elect Director Matthew Rubel For For Management 1j Elect Director Andrea Wong For For Management 2 Approve Deloitte LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration 3 Advisory Vote on Executive For For Management Compensation Approach 4 Amend Stock Option Plan For Against Management 5 Amend Restricted Share Unit Plan For Against Management -------------------------------------------------------------------------------- HUTCHISON TELECOMMUNICATIONS HONG KONG HOLDINGS LTD. Ticker: 00215 Security ID: G4672G106 Meeting Date: MAY 11, 2015 Meeting Type: Annual Record Date: MAY 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3a Elect Lui Dennis Pok Man as Director For For Management 3b Elect Chow Woo Mo Fong, Susan as For For Management Director 3c Elect Lan Hong Tsung, David as Director For For Management 3d Authorize Board to Fix Remuneration of For For Management Directors 4 Approve PricewaterhouseCoopers as For For Management Auditor and Authorize Board to Fix Their Remuneration 5 Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights 6 Authorize Repurchase of Issued Share For For Management Capital 7 Authorize Reissuance of Repurchased For Against Management Shares -------------------------------------------------------------------------------- HYUNDAI MOTOR CO. Ticker: 005380 Security ID: Y38472109 Meeting Date: MAR 13, 2015 Meeting Type: Annual Record Date: DEC 31, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Allocation of Income 2 Elect One Inside Director and Two For Against Management Outside Directors (Bundled) 3 Elect Two Members of Audit Committee For For Management 4 Approve Total Remuneration of Inside For Against Management Directors and Outside Directors -------------------------------------------------------------------------------- HYUNDAI MOTOR CO. Ticker: 005380 Security ID: Y38472109 Meeting Date: MAR 13, 2015 Meeting Type: Annual Record Date: DEC 31, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Allocation of Income 2 Elect One Inside Director and Two For For Management Outside Directors (Bundled) 3 Elect Two Members of Audit Committee For For Management 4 Approve Total Remuneration of Inside For For Management Directors and Outside Directors -------------------------------------------------------------------------------- ICAP PLC Ticker: IAP Security ID: G46981117 Meeting Date: JUL 16, 2014 Meeting Type: Annual Record Date: JUL 14, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3 Elect Ivan Ritossa as Director For For Management 4 Re-elect Charles Gregson as Director For For Management 5 Re-elect Michael Spencer as Director For For Management 6 Re-elect John Nixon as Director For For Management 7 Re-elect Iain Torrens as Director For For Management 8 Re-elect Diane Schueneman as Director For For Management 9 Re-elect John Sievwright as Director For For Management 10 Re-elect Robert Standing as Director For For Management 11 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors 12 Authorise Board to Fix Remuneration of For For Management Auditors 13 Approve Remuneration Report For For Management 14 Approve Remuneration Policy For Against Management 15 Authorise Issue of Equity with For For Management Pre-emptive Rights 16 Authorise Issue of Equity without For For Management Pre-emptive Rights 17 Authorise Market Purchase of Ordinary For For Management Shares 18 Authorise EU Political Donations and For For Management Expenditure 19 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- IGD -IMMOBILIARE GRANDE DISTRIBUZIONE Ticker: IGD Security ID: T5331M109 Meeting Date: AUG 07, 2014 Meeting Type: Special Record Date: JUL 29, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Capital Increase with For For Management Preemptive Rights -------------------------------------------------------------------------------- ILIAD Ticker: ILD Security ID: F4958P102 Meeting Date: MAY 20, 2015 Meeting Type: Annual/Special Record Date: MAY 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 0.39 per Share 4 Approve Auditors' Special Report on For Against Management Related-Party Transactions 5 Approve Severance Payment Agreement For Against Management with Maxime Lombardini, CEO 6 Reelect Maxime Lombardini as Director For For Management 7 Approve Remuneration of Directors in For For Management the Aggregate Amount of EUR 180,000 8 Appoint Deloitte et Associes as Auditor For For Management 9 Appoint BEAS as Alternate Auditor For For Management 10 Advisory Vote on Compensation of Cyril For For Management Poidatz, Chairman 11 Advisory Vote on Compensation of For For Management Maxime Lombardini, CEO 12 Advisory Vote on Compensation of Rani For For Management Assaf, Antoine Levavasseur, Xavier Niel and Thomas Reynaud, Vice CEOs 13 Authorize Repurchase of Up to 10 For Against Management Percent of Issued Share Capital 14 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 5 Million 15 Authorize Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 5 Million 16 Approve Issuance of Equity or For Against Management Equity-Linked Securities for Private Placements, up to Aggregate Nominal Amount of EUR 5 Million 17 Authorize Board to Set Issue Price for For Against Management 10 Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights under Items 15 and 16 18 Authorize Board to Increase Capital in For Against Management the Event of Additional Demand Related to Delegation Submitted to Shareholders Vote Above 19 Authorize Capital Increase of up to 10 For For Management Percent of Issued Capital for Contributions in Kind 20 Authorize Issuance of Equity or For Against Management Equity-Linked Securities of up to 1% of Issued Capital in Exchange for Contributions from Employees and Corporate Officers, including in the form of Free Mobile Share 21 Authorize Capital Increase of Up to For Against Management EUR 2 Million for Future Exchange Offers 22 Authorize Capitalization of Reserves For For Management of Up to EUR 500 Million for Bonus Issue or Increase in Par Value 23 Authorize up to 0.5 Percent of Issued For Against Management Capital for Use in Restricted Stock Plans 24 Authorize Capital Issuances for Use in Against For Management Employee Stock Purchase Plans 25 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 26 Amend Article 13 of Bylaws Re: For For Management Appointment of Employee Representatives 27 Amend Article 26 of Bylaws Re: For For Management Attendance at General Meetings 28 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- IMMUNODIAGNOSTIC SYSTEMS HOLDINGS PLC Ticker: IDH Security ID: G4762F109 Meeting Date: AUG 04, 2014 Meeting Type: Annual Record Date: JUL 31, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3 Re-elect Dr Edward Blair as Director For For Management 4 Re-elect Roland Sackers as Director For For Management 5 Reappoint Ernst & Young LLP as Auditors For For Management 6 Authorise Board to Fix Remuneration of For For Management Auditors 7 Approve Remuneration Report For For Management 8 Authorise Issue of Equity with For For Management Pre-emptive Rights 9 Authorise Issue of Equity without For For Management Pre-emptive Rights -------------------------------------------------------------------------------- IMPERIAL OIL LIMITED Ticker: IMO Security ID: 453038408 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: MAR 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 2.1 Elect Director K.T. (Krystyna) Hoeg For For Management 2.2 Elect Director R.M. (Richard) Kruger For For Management 2.3 Elect Director J.M. (Jack) Mintz For For Management 2.4 Elect Director D.S. (David) Sutherland For For Management 2.5 Elect Director S.D. (Sheelagh) For For Management Whittaker 2.6 Elect Director D.G. (Jerry) Wascom For For Management 2.7 Elect Director V.L. (Victor) Young For For Management -------------------------------------------------------------------------------- IMPERIAL TOBACCO GROUP PLC Ticker: IMT Security ID: G4721W102 Meeting Date: JAN 28, 2015 Meeting Type: Annual Record Date: JAN 26, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For Against Management 3 Approve Remuneration Policy For Against Management 4 Approve Final Dividend For For Management 5 Re-elect Dr Ken Burnett as Director For For Management 6 Re-elect Alison Cooper as Director For For Management 7 Re-elect David Haines as Director For For Management 8 Re-elect Michael Herlihy as Director For For Management 9 Re-elect Matthew Phillips as Director For For Management 10 Re-elect Oliver Tant as Director For For Management 11 Re-elect Mark Williamson as Director For For Management 12 Elect Karen Witts as Director For For Management 13 Re-elect Malcolm Wyman as Director For For Management 14 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors 15 Authorise Board to Fix Remuneration of For For Management Auditors 16 Authorise EU Political Donations and For For Management Expenditure 17 Authorise Issue of Equity with For For Management Pre-emptive Rights 18 Authorise Issue of Equity without For For Management Pre-emptive Rights 19 Authorise Market Purchase of Ordinary For For Management Shares 20 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- IMPERIAL TOBACCO GROUP PLC Ticker: IMT Security ID: G4721W102 Meeting Date: JAN 28, 2015 Meeting Type: Special Record Date: JAN 26, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Acquisition of Certain US For For Management Cigarette and E-cigarette Brands and Assets -------------------------------------------------------------------------------- INABATA & CO., LTD. Ticker: 8098 Security ID: J23704109 Meeting Date: JUN 24, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Inabata, Katsutaro For For Management 1.2 Elect Director Nishimura, Osamu For For Management 1.3 Elect Director Suganuma, Toshiyuki For For Management 1.4 Elect Director Akao, Toyohiro For For Management 1.5 Elect Director Yokota, Kenichi For For Management 1.6 Elect Director Sato, Tomohiko For For Management 1.7 Elect Director Takahagi, Mitsunori For For Management 1.8 Elect Director Takao, Yoshimasa For For Management 1.9 Elect Director Nakamura, Katsumi For For Management 2 Appoint Alternate Statutory Auditor For For Management Muranaka, Toru -------------------------------------------------------------------------------- INDUSTRIA DE DISENO TEXTIL (INDITEX) Ticker: ITX Security ID: E6282J109 Meeting Date: JUL 15, 2014 Meeting Type: Annual Record Date: JUL 10, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Standalone Financial Statements For For Management 2 Approve Consolidated Financial For For Management Statements and Discharge of Board 3 Approve Allocation of Income and For For Management Dividends 4 Approve Stock Split For For Management 5.a Amend Article 17.1 Re: Meeting Notice For For Management of General Meetings 5.b Amend Article 27.1 Re: Election and For For Management Term of Directors 6 Amend Article 8.1 of General Meeting For For Management Regulations Re: Meeting Notice 7 Reelect Carlos Espinosa de los For For Management Monteros Bernaldo de Quiros as Director 8 Elect Rodrigo Echenique Gordillo as For For Management Director 9 Advisory Vote on Remuneration Policy For For Management Report 10 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- INDUSTRIA DE DISENO TEXTIL (INDITEX) Ticker: ITX Security ID: E6282J109 Meeting Date: JUL 15, 2014 Meeting Type: Annual Record Date: JUL 10, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Standalone Financial Statements For For Management 2 Approve Consolidated Financial For For Management Statements and Discharge of Board 3 Approve Allocation of Income and For For Management Dividends 4 Approve Stock Split For For Management 5.a Amend Article 17.1 Re: Meeting Notice For For Management of General Meetings 5.b Amend Article 27.1 Re: Election and For For Management Term of Directors 6 Amend Article 8.1 of General Meeting For For Management Regulations Re: Meeting Notice 7 Reelect Carlos Espinosa de los For Against Management Monteros Bernaldo de Quiros as Director 8 Elect Rodrigo Echenique Gordillo as For For Management Director 9 Advisory Vote on Remuneration Policy For For Management Report 10 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- INFINEON TECHNOLOGIES AG Ticker: IFX Security ID: D35415104 Meeting Date: FEB 12, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2013/2014 (Non-Voting) 2 Approve Allocation of Income and For Did Not Vote Management Dividends of EUR 0.18 per Share 3 Approve Discharge of Management Board For Did Not Vote Management for Fiscal 2013/2014 4 Approve Discharge of Supervisory Board For Did Not Vote Management for Fiscal 2013/2014 5 Ratify KPMG AG as Auditors for Fiscal For Did Not Vote Management 2014/2015 6.1 Elect Peter Bauer to the Supervisory For Did Not Vote Management Board 6.2 Elect Herbert Diess to the Supervisory For Did Not Vote Management Board 6.3 Elect Hans-Ulrich Holdenried to the For Did Not Vote Management Supervisory Board 6.4 Elect Renate Koecher to the For Did Not Vote Management Supervisory Board 6.5 Elect Wolfgang Mayrhuber to the For Did Not Vote Management Supervisory Board 6.6 Elect Manfred Puffer to the For Did Not Vote Management Supervisory Board 6.7 Elect Doris Schmitt-Landsiedel to the For Did Not Vote Management Supervisory Board 6.8 Elect Eckart Suenner to the For Did Not Vote Management Supervisory Board 7 Approve Cancellation of Conditional For Did Not Vote Management Capital 2009/1 8 Approve Cancellation of Authorized For Did Not Vote Management Capital 2010/II 9 Approve Creation of EUR 676 Million For Did Not Vote Management Pool of Capital with Partial Exclusion of Preemptive Rights 10 Amend Articles Re: Direction and For Did Not Vote Management Course of Annual General Meeting 11 Approve Affiliation Agreement with For Did Not Vote Management Subsidiary Infineon Technologies Mantel 27 GmbH -------------------------------------------------------------------------------- INFOSYS LTD. Ticker: 500209 Security ID: Y4082C133 Meeting Date: JUL 30, 2014 Meeting Type: Special Record Date: JUN 27, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect V. Sikka as Director and Approve For For Management Appointment and Remuneration of V. Sikka as CEO and Managing Director 2 Elect K.V. Kamath as Independent For For Management Non-Executive Director 3 Elect R. Seshasayee as Independent For For Management Non-Executive Director -------------------------------------------------------------------------------- INFOSYS LTD. Ticker: 500209 Security ID: 456788108 Meeting Date: JUL 30, 2014 Meeting Type: Special Record Date: JUL 03, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect V. Sikka as Director and Approve For For Management Appointment and Remuneration of V. Sikka as CEO and Managing Director 2 Elect K.V. Kamath as Independent For For Management Non-Executive Director 3 Elect R. Seshasayee as Independent For For Management Non-Executive Director -------------------------------------------------------------------------------- INFOSYS LTD. Ticker: 500209 Security ID: 456788108 Meeting Date: NOV 24, 2014 Meeting Type: Special Record Date: OCT 24, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Increase Authorized Share Capital For For Management 2 Amend Memorandum of Association to For For Management Reflect Increase in Authorized Share Capital 3 Amend Articles of Association to For For Management Reflect Increase in Authorized Share Capital 4 Approve Bonus Issue For For Management -------------------------------------------------------------------------------- ING GROEP NV Ticker: INGA Security ID: N4578E413 Meeting Date: MAY 11, 2015 Meeting Type: Annual Record Date: APR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2a Receive Report of Management Board None None Management (Non-Voting) 2b Receive Announcements on Sustainability None None Management 2c Receive Report of Supervisory Board None None Management (Non-Voting) 2d Discuss Remuneration Report None None Management 2e Discussion on Company's Corporate None None Management Governance Structure 2f Adopt Financial Statements For For Management 3a Receive Explanation on Company's None None Management Reserves and Dividend Policy 3b Approve Dividends of EUR 0.12 Per Share For For Management 4a Approve Discharge of Management Board For For Management 4b Approve Discharge of Supervisory Board For For Management 5a Approve Amendments to Remuneration For For Management Policy 5b Approve Increase Maximum Ratio Between For For Management Fixed and Variable Components of Remuneration 6 Ratify KPMG as Auditors For For Management 7a Elect Gheorghe to Supervisory Board For For Management 7b Reelect Kuiper to Supervisory Board For For Management 7c Reelect Breukink to Supervisory Board For For Management 8a Grant Board Authority to Issue Shares For For Management Up To 10 Percent of Issued Capital and Restricting/Excluding Preemptive Rights 8b Grant Board Authority to Issue Shares For For Management Up To 10 Percent of Issued Capital in Case of Takeover/Merger and Restricting/Excluding Preemptive Rights 9a Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 9b Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital in Connection with a Major Capital Restructuring 10 Other Business (Non-Voting) and Closing None None Management -------------------------------------------------------------------------------- INMARSAT PLC Ticker: ISAT Security ID: G4807U103 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAY 04, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For Against Management 3 Approve Final Dividend For For Management 4 Elect Tony Bates as Director For For Management 5 Elect Robert Ruijter as Director For For Management 6 Elect Dr Hamadoun Toure as Director For For Management 7 Re-elect Andrew Sukawaty as Director For For Management 8 Re-elect Rupert Pearce as Director For For Management 9 Re-elect Simon Bax as Director For For Management 10 Re-elect Sir Bryan Carsberg as Director For For Management 11 Re-elect Stephen Davidson as Director For For Management 12 Re-elect Kathleen Flaherty as Director For For Management 13 Re-elect Robert Kehler as Director For For Management 14 Re-elect Janice Obuchowski as Director For For Management 15 Re-elect Dr Abraham Peled as Director For For Management 16 Re-elect John Rennocks as Director For Against Management 17 Reappoint Deloitte LLP as Auditors For For Management 18 Authorise Board to Fix Remuneration of For For Management Auditors 19 Authorise EU Political Donations and For For Management Expenditure 20 Authorise Issue of Equity with For For Management Pre-emptive Rights 21 Authorise Issue of Equity without For For Management Pre-emptive Rights 22 Authorise Market Purchase of Ordinary For For Management Shares 23 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- INTERNATIONAL CONSOLIDATED AIRLINES GROUP SA Ticker: IAG Security ID: E67674106 Meeting Date: JUN 17, 2015 Meeting Type: Annual Record Date: JUN 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Allocation of Income For For Management 3 Approve Discharge of Directors For For Management 4a Reappoint Ernst & Young, S.L. as For For Management Auditors 4b Authorise Board to Fix Remuneration of For For Management Auditors 5a Fix Number of Directors at 12 For For Management 5b Re-elect Antonio Vazquez Romero as For For Management Director 5c Re-elect Sir Martin Broughton as For For Management Director 5d Re-elect William Walsh as Director For For Management 5e Re-elect Cesar Alierta Izuel as For For Management Director 5f Re-elect Patrick Cescau as Director For For Management 5g Re-elect Enrique Dupuy de Lome as For For Management Director 5h Re-elect Baroness Kingsmill as Director For For Management 5i Re-elect James Lawrence as Director For For Management 5j Re-elect Maria Fernanda Mejia For For Management Campuzano as Director 5k Re-elect Kieran Poynter as Director For For Management 5l Re-elect Dame Marjorie Scardino as For For Management Director 5m Re-elect Alberto Terol Esteban as For For Management Director 6a Approve Remuneration Report For For Management 6b Approve Remuneration Policy For Abstain Management 6c Approve the Rules on Rights to Plane For For Management Tickets of Non-executive Directors who Cease to Hold Office 7a Amend Articles of Title III, Section For For Management 1st of the Corporate Bylaws: 21, 22, 23, 31 7b Amend Articles of Title III, Section For For Management 2nd of the Corporate Bylaws: 37, 38, 39, 40, 44, 45 8 Amend Articles of Shareholders' For For Management Meeting Regulations 9 Authorise Market Purchase of Ordinary For For Management Shares 10 Authorise Issue of Equity with For For Management Pre-emptive Rights 11 Authorise Issuance of Securities For For Management Including Warrants Convertible Into and/or Exchangeable for Shares with Pre-emptive Rights 12 Authorise Issue of Equity without For For Management Pre-emptive Rights 13 Approve Allotment of Shares of the For For Management Company for Share Awards Including the Awards to Executive Directors under the Performance Share Plan and Incentive Award Deferral Plan 14 Authorise Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- INTERSERVE PLC Ticker: IRV Security ID: G49105102 Meeting Date: MAY 12, 2015 Meeting Type: Annual Record Date: MAY 08, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3 Approve Remuneration Policy For For Management 4 Approve Remuneration Report For For Management 5 Elect Russell King as Director For For Management 6 Elect Nick Salmon as Director For For Management 7 Re-elect Lord Norman Blackwell as For For Management Director 8 Re-elect Steven Dance as Director For For Management 9 Re-elect Anne Fahy as Director For For Management 10 Re-elect Tim Haywood as Director For For Management 11 Re-elect Keith Ludeman as Director For For Management 12 Re-elect Bruce Melizan as Director For For Management 13 Re-elect Adrian Ringrose as Director For For Management 14 Re-elect Dougie Sutherland as Director For For Management 15 Reappoint Grant Thornton UK LLP as For For Management Auditors 16 Authorise Board to Fix Remuneration of For For Management Auditors 17 Authorise EU Political Donations and For For Management Expenditure 18 Approve Performance Share Plan 2015 For For Management 19 Authorise Issue of Equity with For For Management Pre-emptive Rights 20 Authorise Issue of Equity without For For Management Pre-emptive Rights 21 Authorise Market Purchase of Ordinary For For Management Shares 22 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- INTERTEK GROUP PLC Ticker: ITRK Security ID: G4911B108 Meeting Date: MAY 15, 2015 Meeting Type: Annual Record Date: MAY 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For Against Management 3 Approve Final Dividend For For Management 4 Re-elect Sir David Reid as Director For For Management 5 Re-elect Edward Astle as Director For For Management 6 Re-elect Alan Brown as Director For For Management 7 Elect Edward Leigh as Director For For Management 8 Re-elect Louise Makin as Director For For Management 9 Re-elect Michael Wareing as Director For For Management 10 Re-elect Mark Williams as Director For For Management 11 Re-elect Lena Wilson as Director For For Management 12 Reappoint KPMG Audit plc as Auditors For For Management 13 Authorise Board to Fix Remuneration of For For Management Auditors 14 Authorise Issue of Equity with For For Management Pre-emptive Rights 15 Authorise EU Political Donations and For For Management Expenditure 16 Authorise Issue of Equity without For For Management Pre-emptive Rights 17 Authorise Market Purchase of Ordinary For For Management Shares 18 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- INTESA SANPAOLO SPA Ticker: ISP Security ID: T55067101 Meeting Date: APR 27, 2015 Meeting Type: Annual Record Date: APR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income For For Management 2.a Approve Remuneration Report For For Management 2.b Approve Executive Incentive Bonus For For Management Plan; Authorize Share Repurchase Program and Reissuance of Repurchased Shares 2.c Approve Severance Agreements For For Management 2.d Fix Maximum Variable Compensation Ratio For For Management -------------------------------------------------------------------------------- IOOF HOLDINGS LTD. Ticker: IFL Security ID: Q49809108 Meeting Date: NOV 25, 2014 Meeting Type: Annual Record Date: NOV 23, 2014 # Proposal Mgt Rec Vote Cast Sponsor 2a Elect Ian Griffiths as Director For Against Management 2b Elect Roger Sexton as Director For For Management 2c Elect Allan Griffiths as Director For For Management 3 Approve the Remuneration Report For For Management 4 Approve the Grant of Up to 75,000 For For Management Performance Rights to Christopher Kelaher, Managing Director of the Company 5 Approve the Provision of Financial For For Management Assistance -------------------------------------------------------------------------------- IPSOS Ticker: IPS Security ID: F5310M109 Meeting Date: APR 24, 2015 Meeting Type: Annual/Special Record Date: APR 21, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 0.75 per Share 4 Approve Auditors' Special Report on For Against Management Related-Party Transactions 5 Reelect Patrick Artus as Director For For Management 6 Reelect Xavier Coirbay as Director For Against Management 7 Reelect Yann Duchesne as Director For Against Management 8 Reelect FFP Invest as Director For Against Management 9 Reelect Laurence Stoclet as Director For Against Management 10 Elect Neil Janin as Director For For Management 11 Approve Remuneration of Directors in For For Management the Aggregate Amount of EUR 150,000 12 Advisory Vote on Compensation of For Against Management Didier Truchot, Chairman and CEO 13 Advisory Vote on Compensation of Jean For For Management Marc Lech, Vice-Chairman and Vice-CEO 14 Advisory Vote on Compensation of Brian For Against Management Gosschalk, Executive Director 15 Advisory Vote on Compensation of For Against Management Carlos Harding, Vice-CEO 16 Advisory Vote on Compensation of For Against Management Pierre Le Manh, Vice-CEO 17 Advisory Vote on Compensation of For Against Management Laurence Stoclet, Vice-CEO 18 Advisory Vote on Compensation of Henri For Against Management Wallard, Vice-CEO 19 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 20 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 21 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 22 Authorize up to 1 Percent of Issued For Against Management Capital Per Year for Use in Restricted Stock Plans 23 Amend Article 12 of Bylaws Re: For For Management Staggering of Board Members' Terms 24 Amend Article 21 of Bylaws Re: Record For For Management Date 25 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- IREN SPA Ticker: IRE Security ID: T5551Y106 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: APR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director For Against Management 2 Approve Financial Statements, For For Management Statutory Reports, and Allocation of Income 3 Approve Remuneration Report For For Management 4.1 Slate 1 Submitted by Finanziaria None Did Not Vote Shareholder Sviluppo Utilities Srl and Other 73 Shareholders 4.2 Slate 2 Submitted by Oldequiter SpA None Did Not Vote Shareholder 4.3 Slate 3 Submitted by Institutional None For Shareholder Investors (Assogestioni) -------------------------------------------------------------------------------- ITV PLC Ticker: ITV Security ID: G4984A110 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAY 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Final Dividend For For Management 4 Approve Special Dividend For For Management 5 Elect Mary Harris as Director For For Management 6 Re-elect Sir Peter Bazalgette as For For Management Director 7 Re-elect Adam Crozier as Director For For Management 8 Re-elect Roger Faxon as Director For For Management 9 Re-elect Ian Griffiths as Director For For Management 10 Re-elect Andy Haste as Director For For Management 11 Re-elect Archie Norman as Director For For Management 12 Re-elect John Ormerod as Director For For Management 13 Reappoint KPMG LLP as Auditors For For Management 14 Authorise Board to Fix Remuneration of For For Management Auditors 15 Authorise Issue of Equity with For For Management Pre-emptive Rights 16 Authorise Issue of Equity without For For Management Pre-emptive Rights 17 Authorise EU Political Donations and For For Management Expenditure 18 Authorise Market Purchase of Ordinary For For Management Shares 19 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- J-OIL MILLS INC. Ticker: 2613 Security ID: J2838H106 Meeting Date: JUN 23, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 4.5 2 Amend Articles to Increase Maximum For For Management Board Size - Indemnify Directors 3.1 Elect Director Hachiuma, Fuminao For For Management 3.2 Elect Director Matsui, Shinichi For For Management 3.3 Elect Director Yoshida, Satoshi For For Management 3.4 Elect Director Zento, Katsuo For For Management 3.5 Elect Director Goto, Yasuo For For Management 3.6 Elect Director Bannai, Akio For For Management 3.7 Elect Director Tashima, Ikukazu For For Management 3.8 Elect Director Shinada, Hideaki For For Management 3.9 Elect Director Imai, Yasuhiro For For Management 3.10 Elect Director Nozaki, Akira For For Management 4 Approve Annual Bonus Payment to For For Management Directors 5 Approve Retirement Bonus Payment for For Against Management Director -------------------------------------------------------------------------------- JACCS CO. LTD. Ticker: 8584 Security ID: J26609107 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 7 2.1 Elect Director Itagaki, Yasuyoshi For For Management 2.2 Elect Director Sugiyama, Tsutomu For For Management 2.3 Elect Director Kobayashi, Hidechika For For Management 2.4 Elect Director Kawakami, Noboru For For Management 2.5 Elect Director Sugano, Minekazu For For Management 2.6 Elect Director Sato, Kojun For For Management 2.7 Elect Director Ogata, Shigeki For For Management 2.8 Elect Director Kamioka, Haruo For For Management 2.9 Elect Director Hara, Kuniaki For For Management 3 Appoint Statutory Auditor Fujimura, For For Management Satoru -------------------------------------------------------------------------------- JAMES HARDIE INDUSTRIES PLC Ticker: JHX Security ID: G4253H119 Meeting Date: AUG 15, 2014 Meeting Type: Annual Record Date: AUG 13, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve the Remuneration Report For For Management 3a Elect Russell Chenu as Director For For Management 3b Elect Michael Hammes as Director For For Management 3c Elect Rudolf van der Meer as Director For For Management 4 Authorize Board to Fix Remuneration of For For Management Auditors 5 Approve the Increase in Maximum None For Management Aggregate Remuneration of Non-Executive Directors 6 Approve the Grant of Return on Capital For For Management Employed Restricted Stock Units to Louis Gries, Chief Executive Officer of the Company 7 Approve the Grant of Relative Total For For Management Shareholder Return Restricted Stock Units to Louis Gries, Chief Executive Officer of the Company -------------------------------------------------------------------------------- JAPAN PULP & PAPER CO. LTD. Ticker: 8032 Security ID: J27449107 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 5 2.1 Elect Director Noguchi, Kenzo For Against Management 2.2 Elect Director Okazaki, Akihiko For For Management 2.3 Elect Director Obata, Shingo For For Management 2.4 Elect Director Dazai, Tokuhichi For For Management 2.5 Elect Director Miyazaki, Tomoyuki For For Management 2.6 Elect Director Yasuoka, Keiji For For Management 2.7 Elect Director Sakurai, Kazuhiko For For Management 2.8 Elect Director Kobayashi, Hikaru For For Management 3 Appoint Statutory Auditor Kitamura, For Against Management Katsunori -------------------------------------------------------------------------------- JARDINE STRATEGIC HOLDINGS LTD. Ticker: J37 Security ID: G50764102 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Auditors' Reports and Declare Final Dividend 2 Elect Julian Hui as a Director For Against Management 3 Re-elect Rodney Leach as a Director For For Management 4 Re-elect Anthony Nightingale as a For Against Management Director 5 Approve Remuneration of Directors For For Management 6 Reappoint PricewaterhouseCoopers as For For Management Auditors and Authorize Board to Fix Their Remuneration 7 Approve Issuance of Equity or For For Management Equity-Linked Securities with or without Preemptive Rights -------------------------------------------------------------------------------- JERUSALEM ECONOMY LTD. Ticker: ECJM Security ID: M6186V100 Meeting Date: DEC 16, 2014 Meeting Type: Annual/Special Record Date: NOV 18, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Renew Employment Terms of Eyal For For Management Fishman, Chairman of Svitland Development Limited and Son of Eliezer Fishman, Chairman and Controlling Shareholder 2 Appoint Eyal Fishman As Advisor to the For For Management Shopping Centers Sector of the Group's Companies 3 Renew Employment Terms of Ronit For For Management Fishman-Ofir, Chairman of the Management Company of the Group's Companies in Europe and Daughter of Eliezer Fishman, Chairman and Controlling Shareholder 4 Issue Indemnification Agreements to For For Management Directors of the Company and of Darban Investments Ltd, Subsidiary, Who are Controlling Shareholders 5 Change Company Name to "Mivne - For For Management Jerusalem Economy Ltd" or any Similar Name Approved by Israeli Registrar Companies, and Amend Articles of Association Accordingly 6 Discuss Financial Statements and the None None Management Report of the Board for 2013 7.1 Reelect Eliezer Fishman, Chairman and For For Management Controlling Shareholder, as Director Until the End of the Next Annual General Meeting 7.2 Reelect Ronit Even as Director Until For For Management the End of the Next Annual General Meeting 7.3 Reelect Anat Menipaz, Daughter of For For Management Eliezer Fishman, Chairman and Controlling Shareholder, as Director Until the End of the Next Annual General Meeting 7.4 Reelect Eyal Fishman, Son of Eliezer For Against Management Fishman, Chairman and Controlling Shareholder, as Director Until the End of the Next Annual General Meeting 7.5 Reelect Yechiel Ziskind as Director For Against Management Until the End of the Next Annual General Meeting 7.6 Reelect Hillel Peled as Director Until For Against Management the End of the Next Annual General Meeting 7.7 Reelect Yossi Arad as Director Until For For Management the End of the Next Annual General Meeting 8 Reappoint Kost Forer Gabbay & Kasierer For Against Management as Auditors and Authorize Board to Fix Their Remuneration 9 Auditors Remuneration Report By the None None Management Board A Vote FOR if you are a controlling None Against Management shareholder or have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager B2 If you are a Senior Officer as defined None Against Management in Section 37(D) of the Securities Law, 1968, vote FOR. Otherwise, vote against. B3 If you are an Institutional Investor None For Management as defined in Regulation 1 of the Supervision Financial Services Regulations 2009 or a Manager of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994, vote FOR. Otherwise, vote against. -------------------------------------------------------------------------------- JFE HOLDINGS, INC. Ticker: 5411 Security ID: J2817M100 Meeting Date: JUN 25, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 40 2 Approve Annual Bonus Payment to For For Management Directors and Statutory Auditors 3 Amend Articles to Indemnify Directors For For Management - Indemnify Statutory Auditors 4.1 Elect Director Hayashida, Eiji For For Management 4.2 Elect Director Kakigi, Koji For For Management 4.3 Elect Director Okada, Shinichi For For Management 4.4 Elect Director Maeda, Masafumi For For Management 4.5 Elect Director Yoshida, Masao For For Management 5 Appoint Alternate Statutory Auditor For For Management Saiki, Isao 6 Approve Takeover Defense Plan (Poison For Against Management Pill) 7 Remove Director Eiji Hayashida from Against Against Shareholder the Board -------------------------------------------------------------------------------- JGC CORP. Ticker: 1963 Security ID: J26945105 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 21 2.1 Elect Director Sato, Masayuki For For Management 2.2 Elect Director Kawana, Koichi For For Management 2.3 Elect Director Yamazaki, Yutaka For For Management 2.4 Elect Director Akabane, Tsutomu For For Management 2.5 Elect Director Miura, Hideaki For For Management 2.6 Elect Director Sato, Satoshi For For Management 2.7 Elect Director Miyoshi, Hiroyuki For For Management 2.8 Elect Director Suzuki, Masanori For For Management 2.9 Elect Director Endo, Shigeru For For Management -------------------------------------------------------------------------------- JOHN WOOD GROUP PLC Ticker: WG. Security ID: G9745T118 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: MAY 11, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3 Approve Remuneration Report For For Management 4 Re-elect Ian Marchant as Director For For Management 5 Re-elect Thomas Botts as Director For For Management 6 Re-elect Mary Shafer-Malicki as For For Management Director 7 Re-elect Jeremy Wilson as Director For For Management 8 Re-elect David Woodward as Director For For Management 9 Elect Jann Brown as Director For For Management 10 Re-elect Bob Keiller as Director For For Management 11 Re-elect Robin Watson as Director For For Management 12 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors 13 Authorise Board to Fix Remuneration of For For Management Auditors 14 Authorise Issue of Equity with For For Management Pre-emptive Rights 15 Approve All Employee Share Purchase For For Management Plan 16 Authorise Issue of Equity without For For Management Pre-emptive Rights 17 Authorise Market Purchase of Ordinary For For Management Shares 18 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- JOSHIN DENKI CO. LTD. Ticker: 8173 Security ID: J28499127 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 16 2.1 Elect Director Doi, Eiji For For Management 2.2 Elect Director Nakajima, Katsuhiko For For Management 2.3 Elect Director Kanatani, Ryuhei For For Management 2.4 Elect Director Uda, Toshihiko For For Management 2.5 Elect Director Nishioka, Yutaka For For Management 2.6 Elect Director Yokoyama, Koichi For For Management 2.7 Elect Director Ogami, Koichi For For Management 2.8 Elect Director Jogu, Haruyoshi For For Management 2.9 Elect Director Maehira, Tetsuo For For Management 2.10 Elect Director Tanaka, Koji For For Management 2.11 Elect Director Iwata, Naoki For For Management 3 Appoint Statutory Auditor Sugihara, For For Management Nobuhiro 4 Appoint Alternate Statutory Auditor For For Management Tomita, Hidetaka -------------------------------------------------------------------------------- K1 VENTURES LIMITED Ticker: K01 Security ID: Y5058Y108 Meeting Date: OCT 28, 2014 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Adopt Financial Statements and For For Management Directors' and Auditors' Reports 2a Elect Steven Jay Green as Director For For Management 2b Elect Annie Koh as Director For For Management 3 Elect Lee Suan Yew as Director For For Management 4 Approve Directors' Fees For For Management 5 Approve Deloitte & Touche LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 6 Approve Issuance of Equity or For For Management Equity-Linked Securities with or without Preemptive Rights 7 Approve Mandate for Transactions with For For Management Related Parties 8 Authorize Share Repurchase Program For For Management -------------------------------------------------------------------------------- K1 VENTURES LIMITED Ticker: K01 Security ID: Y5058Y108 Meeting Date: OCT 28, 2014 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Proposed Amendment to the For For Management Third Amended and Restated Management Agreement with Greenstreet Partners L. P. -------------------------------------------------------------------------------- KAGA ELECTRONICS Ticker: 8154 Security ID: J28922102 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 25 2 Amend Articles to Indemnify Directors For For Management - Indemnify Statutory Auditors 3.1 Elect Director Tsukamoto, Isao For For Management 3.2 Elect Director Kado, Ryoichi For For Management 3.3 Elect Director Takahashi, Shinsuke For For Management 3.4 Elect Director Takashi, Yukio For For Management 3.5 Elect Director Kakei, Shintaro For For Management 3.6 Elect Director Kawamura, Eiji For For Management 3.7 Elect Director Toshinari, Motonori For For Management 3.8 Elect Director Nohara, Mitsuhiro For For Management 3.9 Elect Director Miyoshi, Susumu For For Management 3.10 Elect Director Tamura, Akira For For Management 4.1 Appoint Statutory Auditor Kameda, For For Management Kazunori 4.2 Appoint Statutory Auditor Ishii, For For Management Takahiro 5 Appoint Alternate Statutory Auditor For Against Management Yonekawa, Isamu 6 Approve Retirement Bonus Payment for For Against Management Directors and Statutory Auditors 7 Approve Aggregate Compensation Ceiling For For Management for Directors -------------------------------------------------------------------------------- KAWASAKI KISEN KAISHA LTD. Ticker: 9107 Security ID: J31588114 Meeting Date: JUN 24, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 6 2 Amend Articles to Amend Provisions on For For Management Director Titles - Indemnify Directors - Indemnify Statutory Auditors 3.1 Elect Director Asakura, Jiro For For Management 3.2 Elect Director Murakami, Eizo For For Management 3.3 Elect Director Suzuki, Toshiyuki For For Management 3.4 Elect Director Aoki, Hiromichi For For Management 3.5 Elect Director Yamauchi, Tsuyoshi For For Management 3.6 Elect Director Toriyama, Yukio For For Management 3.7 Elect Director Nakagawa, Yutaka For For Management 3.8 Elect Director Yabunaka, Mitoji For For Management 3.9 Elect Director Kinoshita, Eiichiro For For Management 4.1 Appoint Statutory Auditor Yoshida, For For Management Keisuke 4.2 Appoint Statutory Auditor Hayashi, For Against Management Toshikazu -------------------------------------------------------------------------------- KB FINANCIAL GROUP INC. Ticker: 105560 Security ID: Y46007103 Meeting Date: NOV 21, 2014 Meeting Type: Special Record Date: OCT 14, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Yoon Jong-Kyoo as CEO For For Management -------------------------------------------------------------------------------- KB FINANCIAL GROUP INC. Ticker: 105560 Security ID: Y46007103 Meeting Date: MAR 27, 2015 Meeting Type: Annual Record Date: DEC 31, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Allocation of Income 2 Amend Articles of Incorporation For For Management 3.1 Elect Lee Hong as Non-independent For For Management Non-executive Director 3.2 Elect Choi Young-Hwi as Outside For For Management Director 3.3 Elect Choi Woon-Yeol as Outside For For Management Director 3.4 Elect Yoo Suk-Ryeol as Outside Director For For Management 3.5 Elect Lee Byung-Nam as Outside Director For For Management 3.6 Elect Park Jae-Ha as Outside Director For For Management 3.7 Elect Kim Eunice Kyunghee as Outside For For Management Director 3.8 Elect Han Jong-Soo as Outside Director For For Management 4.1 Elect Choi Young-Hwi as Member of For For Management Audit Committee 4.2 Elect Choi Woon-Yeol as Member of For For Management Audit Committee 4.3 Elect Kim Eunice Kyunghee as Member of For For Management Audit Committee 4.4 Elect Han Jong-Soo as Member of Audit For For Management Committee 5 Approve Total Remuneration of Inside For For Management Directors and Outside Directors -------------------------------------------------------------------------------- KBC GROEP NV Ticker: KBC Security ID: B5337G162 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: APR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Directors' Reports (Non-Voting) None None Management 2 Receive Auditors' Reports (Non-Voting) None None Management 3 Receive Consolidated Financial None None Management Statements and Statutory Reports (Non-Voting) 4 Adopt Financial Statements For For Management 5 Approve Allocation of Income and For For Management Dividends of EUR 2 per Share 6 Approve Remuneration Report For For Management 7 Approve Discharge of Directors For For Management 8 Approve Discharge of Auditors For For Management 9a Elect Koen Algoed as Director For For Management 9b Approve Cooptation and Elect Alain For For Management Bostoen as Director 9c Reelect Franky Depickere as Director For For Management 9d Reelect Luc Discry as Director For For Management 9e Reelect Frank Donck as Director For For Management 9f Reelect Thomas Leysen as Independent For For Management Director 9g Reelect Luc Popelier as Director For For Management 10 Transact Other Business None None Management -------------------------------------------------------------------------------- KBC GROEP NV Ticker: KBC Security ID: B5337G162 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: APR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Directors' Reports (Non-Voting) None None Management 2 Receive Auditors' Reports (Non-Voting) None None Management 3 Receive Consolidated Financial None None Management Statements and Statutory Reports (Non-Voting) 4 Adopt Financial Statements For For Management 5 Approve Allocation of Income and For For Management Dividends of EUR 2 per Share 6 Approve Remuneration Report For Against Management 7 Approve Discharge of Directors For For Management 8 Approve Discharge of Auditors For For Management 9a Elect Koen Algoed as Director For Against Management 9b Approve Cooptation and Elect Alain For Against Management Bostoen as Director 9c Reelect Franky Depickere as Director For Against Management 9d Reelect Luc Discry as Director For Against Management 9e Reelect Frank Donck as Director For Against Management 9f Reelect Thomas Leysen as Independent For For Management Director 9g Reelect Luc Popelier as Director For Against Management 10 Transact Other Business None None Management -------------------------------------------------------------------------------- KDDI CORPORATION Ticker: 9433 Security ID: J31843105 Meeting Date: JUN 17, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 90 2 Amend Articles to Amend Business Lines For For Management - Indemnify Directors - Indemnify Statutory Auditors 3.1 Elect Director Onodera, Tadashi For For Management 3.2 Elect Director Tanaka, Takashi For For Management 3.3 Elect Director Morozumi, Hirofumi For For Management 3.4 Elect Director Takahashi, Makoto For For Management 3.5 Elect Director Ishikawa, Yuzo For For Management 3.6 Elect Director Inoue, Masahiro For For Management 3.7 Elect Director Fukuzaki, Tsutomu For For Management 3.8 Elect Director Tajima, Hidehiko For For Management 3.9 Elect Director Uchida, Yoshiaki For For Management 3.10 Elect Director Kuba, Tetsuo For For Management 3.11 Elect Director Kodaira, Nobuyori For For Management 3.12 Elect Director Fukukawa, Shinji For For Management 3.13 Elect Director Tanabe, Kuniko For For Management 4 Approve Equity Compensation Plan For For Management 5 Approve Disposal of Treasury Shares For Against Management for a Private Placement -------------------------------------------------------------------------------- KDDI CORPORATION Ticker: 9433 Security ID: J31843105 Meeting Date: JUN 17, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 90 2 Amend Articles to Amend Business Lines For For Management - Indemnify Directors - Indemnify Statutory Auditors 3.1 Elect Director Onodera, Tadashi For For Management 3.2 Elect Director Tanaka, Takashi For For Management 3.3 Elect Director Morozumi, Hirofumi For For Management 3.4 Elect Director Takahashi, Makoto For For Management 3.5 Elect Director Ishikawa, Yuzo For For Management 3.6 Elect Director Inoue, Masahiro For For Management 3.7 Elect Director Fukuzaki, Tsutomu For For Management 3.8 Elect Director Tajima, Hidehiko For For Management 3.9 Elect Director Uchida, Yoshiaki For For Management 3.10 Elect Director Kuba, Tetsuo For For Management 3.11 Elect Director Kodaira, Nobuyori For For Management 3.12 Elect Director Fukukawa, Shinji For For Management 3.13 Elect Director Tanabe, Kuniko For For Management 4 Approve Equity Compensation Plan For For Management 5 Approve Disposal of Treasury Shares For For Management for a Private Placement -------------------------------------------------------------------------------- KEIYO CO. LTD. Ticker: 8168 Security ID: J32319113 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: FEB 28, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 6.25 2 Amend Articles to Abolish Board For For Management Structure with Statutory Auditors - Adopt Board Structure with Audit Committee - Authorize Directors to Execute Day to Day Operations without Full Board Approval - Increase Maximum Board Size - Indemnify Directors 3.1 Elect Director Daigo, Shigeo For Against Management 3.2 Elect Director Daigo, Toshio For For Management 3.3 Elect Director Noguchi, Tomohiko For For Management 3.4 Elect Director Jitsukawa, Koji For For Management 3.5 Elect Director Terada, Kenjiro For For Management 3.6 Elect Director Kawai, Nobuo For For Management 3.7 Elect Director Hayashi, Naoki For For Management 4.1 Elect Director and Audit Committee For Against Management Member Maki, Masahiro 4.2 Elect Director and Audit Committee For For Management Member Mutaguchi, Hironobu 4.3 Elect Director and Audit Committee For Against Management Member Komuro, Kazuo 4.4 Elect Director and Audit Committee For Against Management Member Okuda, Yukio 5 Approve Aggregate Compensation Ceiling For For Management for Directors Who Are Not Audit Committee Members 6 Approve Aggregate Compensation Ceiling For For Management for Directors Who Are Audit Committee Members -------------------------------------------------------------------------------- KERING Ticker: KER Security ID: F5433L103 Meeting Date: APR 23, 2015 Meeting Type: Annual/Special Record Date: APR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 4 per Share 4 Advisory Vote on Compensation of For Against Management Francois-Henri Pinault, Chairman and CEO 5 Advisory Vote on Compensation of For Against Management Jean-Francois Palus, Vice-CEO 6 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 7 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 8 Authorize Issuance of Equity or For Against Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 200 Million 9 Authorize Capitalization of Reserves For For Management of Up to EUR 200 Million for Bonus Issue or Increase in Par Value 10 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 50 Million 11 Approve Issuance of Equity or For For Management Equity-Linked Securities for up to 20 Percent of Issued Capital Per Year for Private Placements, up to Aggregate Nominal Amount of EUR 50 Million 12 Authorize Board to Set Issue Price for For Against Management 5 Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights under Items 10 and 11 13 Authorize Board to Increase Capital in For Against Management the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote under Items 8 and 10-12 14 Authorize Capital Increase for For For Management Contributions in Kind, up to Aggregate Nominal Amount of EUR 50 Million 15 Authorize Capital Issuances for Use in Against For Management Employee Stock Purchase Plans 16 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- KERING Ticker: KER Security ID: F5433L103 Meeting Date: APR 23, 2015 Meeting Type: Annual/Special Record Date: APR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 4 per Share 4 Advisory Vote on Compensation of For Against Management Francois-Henri Pinault, Chairman and CEO 5 Advisory Vote on Compensation of For Against Management Jean-Francois Palus, Vice-CEO 6 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 7 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 8 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 200 Million 9 Authorize Capitalization of Reserves For For Management of Up to EUR 200 Million for Bonus Issue or Increase in Par Value 10 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 50 Million 11 Approve Issuance of Equity or For For Management Equity-Linked Securities for up to 20 Percent of Issued Capital Per Year for Private Placements, up to Aggregate Nominal Amount of EUR 50 Million 12 Authorize Board to Set Issue Price for For Against Management 5 Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights under Items 10 and 11 13 Authorize Board to Increase Capital in For Against Management the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote under Items 8 and 10-12 14 Authorize Capital Increase for For For Management Contributions in Kind, up to Aggregate Nominal Amount of EUR 50 Million 15 Authorize Capital Issuances for Use in Against For Management Employee Stock Purchase Plans 16 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- KERRY GROUP PLC Ticker: KRZ Security ID: G52416107 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: APR 28, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3a Elect Patrick Casey as Director For For Management 3b Elect Karin Dorrepaal as Director For For Management 4a Reelect Michael Ahern as Director For For Management 4b Reelect Gerry Behan as Director For For Management 4c Reelect Hugh Brady as Director For For Management 4d Reelect James Devane as Director For For Management 4e Reelect Michael Dowling as Director For For Management 4f Reelect Joan Garahy as Director For For Management 4g Reelect Flor Healy as Director For For Management 4h Reelect James Kenny as Director For For Management 4i Reelect Stan McCarthy as Director For For Management 4j Reelect Brian Mehigan as Director For For Management 4k Reelect John O'Connor as Director For For Management 4l Reelect Philip Toomey as Director For For Management 5 Authorize Board to Fix Remuneration of For For Management Auditors 6 Approve Remuneration Report For For Management 7 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights 8 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights 9 Authorize Share Repurchase Program For For Management -------------------------------------------------------------------------------- KERRY PROPERTIES LTD. Ticker: 00683 Security ID: G52440107 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAY 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3a Elect Qian Shaohua as Director For For Management 3b Elect Ku Moon Lun as Director For For Management 4 Approve Remuneration of Directors For For Management 5 Approve PricewaterhouseCoopers as For For Management Auditor and Authorize Board to Fix Their Remuneration 6A Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights 6B Authorize Repurchase of Issued Share For For Management Capital 6C Authorize Reissuance of Repurchased For Against Management Shares -------------------------------------------------------------------------------- KESKO OYJ Ticker: KESBV Security ID: X44874109 Meeting Date: APR 13, 2015 Meeting Type: Annual Record Date: MAR 30, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Call the Meeting to Order None None Management 3 Designate Inspector or Shareholder For For Management Representative(s) of Minutes of Meeting 4 Acknowledge Proper Convening of Meeting For For Management 5 Prepare and Approve List of For For Management Shareholders 6 Receive CEO's Review None None Management 7 Receive Financial Statements and None None Management Statutory Reports 8 Accept Financial Statements and For For Management Statutory Reports 9 Approve Allocation of Income and For For Management Dividends of EUR 1.50 Per Share 10 Approve Discharge of Board and For For Management President 11 Approve Remuneration of Directors in For For Management the Amount of EUR 80,000 for Chairman; EUR 50,000 for Deputy Chairman, and EUR 37,000 for Other Directors; Approve Meeting Fees; Approve Remuneration for Committee Work 12 Fix Number of Directors at Seven For For Management 13 Reelect Esa Kiiskinen, Tomi For Against Management Korpisaari, and Toni Pokela as Directors; Elect Mikael Aro, Matti Kyytsonen, Anu Nissinen, and Kaarina Stahlberg as New Directors 14 Approve Remuneration of Auditors For For Management 15 Ratify PricewaterhouseCoopers as For For Management Auditors 16 Approve Issuance of up to 20 Million B For For Management Shares without Preemptive Rights 17 Approve Charitable Donations of up to For For Management EUR 300,000 18 Close Meeting None None Management -------------------------------------------------------------------------------- KEYENCE CORP. Ticker: 6861 Security ID: J32491102 Meeting Date: JUN 12, 2015 Meeting Type: Annual Record Date: MAR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For Against Management Final Dividend of JPY 100 2 Amend Articles to Set a One-Time For For Management Shortened Fiscal Term for Tax Benefit 3.1 Elect Director Takizaki, Takemitsu For For Management 3.2 Elect Director Yamamoto, Akinori For For Management 3.3 Elect Director Kanzawa, Akira For For Management 3.4 Elect Director Kimura, Tsuyoshi For For Management 3.5 Elect Director Konishi, Masayuki For For Management 3.6 Elect Director Kimura, Keiichi For For Management 3.7 Elect Director Miki, Masayuki For For Management 3.8 Elect Director Yamada, Jumpei For For Management 3.9 Elect Director Fujimoto, Masato For For Management 4 Appoint Statutory Auditor Kitayama, For For Management Hiroaki 5 Appoint Alternate Statutory Auditor For Against Management Kajiura, Kazuhito -------------------------------------------------------------------------------- KINGFISHER PLC Ticker: KGF Security ID: G5256E441 Meeting Date: JUN 09, 2015 Meeting Type: Annual Record Date: JUN 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Final Dividend For For Management 4 Re-elect Daniel Bernard as Director For For Management 5 Re-elect Andrew Bonfield as Director For For Management 6 Re-elect Pascal Cagni as Director For For Management 7 Re-elect Clare Chapman as Director For For Management 8 Re-elect Anders Dahlvig as Director For For Management 9 Re-elect Janis Kong as Director For For Management 10 Elect Veronique Laury as Director For For Management 11 Re-elect Mark Seligman as Director For For Management 12 Re-elect Karen Witts as Director For For Management 13 Reappoint Deloitte LLP as Auditors For For Management 14 Authorise the Audit Committee to Fix For For Management Remuneration of Auditors 15 Authorise EU Political Donations and For For Management Expenditure 16 Authorise Issue of Equity with For For Management Pre-emptive Rights 17 Authorise Issue of Equity without For For Management Pre-emptive Rights 18 Authorise Market Purchase of Ordinary For For Management Shares 19 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- KION GROUP AG Ticker: KGX Security ID: D4S14D103 Meeting Date: MAY 12, 2015 Meeting Type: Annual Record Date: APR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 2 Approve Allocation of Income and For For Management Dividends of EUR 0.55 per Share 3 Approve Discharge of Management Board For For Management for Fiscal 2014 4 Approve Discharge of Supervisory Board For For Management for Fiscal 2014 5 Ratify Deloitte & Touche as Auditors For For Management for Fiscal 2015 6.1 Elect Xu Ping to the Supervisory Board For Against Management 6.2 Elect Birgit Behrendt to the For For Management Supervisory Board 7 Approve Affiliation Agreements with For For Management proplan Transport- und Lagersysteme GmbH -------------------------------------------------------------------------------- KLOEVERN AB Ticker: KLOV A Security ID: W5177M136 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: APR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Elect Chairman of Meeting For For Management 3 Prepare and Approve List of For For Management Shareholders 4 Designate Inspector(s) of Minutes of For For Management Meeting 5 Acknowledge Proper Convening of Meeting For For Management 6 Approve Agenda of Meeting For For Management 7 Receive President's Report None None Management 8 Receive Financial Statements and None None Management Statutory Reports 9a Accept Financial Statements and For For Management Statutory Reports 9b Approve Allocation of Income and For For Management Dividends of SEK 0.30 Per Ordinary Share of Class A and Class B and SEK 20 Per Preference Share 9c Approve Discharge of Board and For For Management President 9d Approve Record Dates for Dividend For For Management Payments 10 Determine Number of Directors (5) and For For Management Deputy Directors (0) of Board; Fix Number of Auditors at One 11 Approve Remuneration of Directors in For For Management the Amount of SEK 280,000 for Chairman and SEK 145,000 for Other Directors; Approve Remuneration for Auditors 12 Reelect Fredrik Svensson (Chairman), For For Management Rutger Arnhult, Ann-Cathrin Bengtson, Eva Landen, and Pia Gideon as Directors 13 Ratify Ernst & Young as Auditors For For Management 14 Approve Remuneration Policy And Other For For Management Terms of Employment For Executive Management 15 Authorize Chairman of Board and For For Management Representatives of Four of Company's Largest Shareholders to Serve on Nominating Committee 16 Amend Articles Re: Change Company's For For Management Registered Office to Stockholm; Editorial Changes 17 Amend Articles Re: Preference Shares: For For Management Redemption Price and Amount to Receive in the Event of Dissolution of the Company 18 Authorize Share Repurchase Program and For For Management Reissuance of Repurchased Shares 19 Approve Issuance of Up to Ten Percent For For Management of Share Capital without Preemptive Rights 20 Authorize Editorial Changes to Adopted For For Management Resolutions in Connection with Registration with Swedish Authorities 21 Close Meeting None None Management -------------------------------------------------------------------------------- KLOEVERN AB Ticker: KLOV A Security ID: W5177M144 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: APR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Elect Chairman of Meeting For For Management 3 Prepare and Approve List of For For Management Shareholders 4 Designate Inspector(s) of Minutes of For For Management Meeting 5 Acknowledge Proper Convening of Meeting For For Management 6 Approve Agenda of Meeting For For Management 7 Receive President's Report None None Management 8 Receive Financial Statements and None None Management Statutory Reports 9a Accept Financial Statements and For For Management Statutory Reports 9b Approve Allocation of Income and For For Management Dividends of SEK 0.30 Per Ordinary Share of Class A and Class B and SEK 20 Per Preference Share 9c Approve Discharge of Board and For For Management President 9d Approve Record Dates for Dividend For For Management Payments 10 Determine Number of Directors (5) and For For Management Deputy Directors (0) of Board; Fix Number of Auditors at One 11 Approve Remuneration of Directors in For For Management the Amount of SEK 280,000 for Chairman and SEK 145,000 for Other Directors; Approve Remuneration for Auditors 12 Reelect Fredrik Svensson (Chairman), For For Management Rutger Arnhult, Ann-Cathrin Bengtson, Eva Landen, and Pia Gideon as Directors 13 Ratify Ernst & Young as Auditors For For Management 14 Approve Remuneration Policy And Other For For Management Terms of Employment For Executive Management 15 Authorize Chairman of Board and For For Management Representatives of Four of Company's Largest Shareholders to Serve on Nominating Committee 16 Amend Articles Re: Change Company's For For Management Registered Office to Stockholm; Editorial Changes 17 Amend Articles Re: Preference Shares: For For Management Redemption Price and Amount to Receive in the Event of Dissolution of the Company 18 Authorize Share Repurchase Program and For For Management Reissuance of Repurchased Shares 19 Approve Issuance of Up to Ten Percent For For Management of Share Capital without Preemptive Rights 20 Authorize Editorial Changes to Adopted For For Management Resolutions in Connection with Registration with Swedish Authorities 21 Close Meeting None None Management -------------------------------------------------------------------------------- KLOVERN AB Ticker: KLOV Security ID: W2642U124 Meeting Date: OCT 22, 2014 Meeting Type: Special Record Date: OCT 16, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Elect Chairman of Meeting For For Management 3 Prepare and Approve List of For For Management Shareholders 4 Designate Inspector(s) of Minutes of For For Management Meeting 5 Acknowledge Proper Convening of Meeting For For Management 6 Approve Agenda of Meeting For For Management 7 Approve Issuance of Preference Shares For For Management without Preemptive Rights 8 Amend Articles Re: Introduction of New For Against Management Class of Shares and Conversion Clause 9 Approve Article Amendments; Approve For Against Management Share Capital Reduction; Approve Capitalization of Reserves 10 Approve Article Amendments; Approve For Against Management 1:2 Reverse Stock Split 11 Approve Creation of Pool of Capital For Against Management without Preemptive Rights 12 Approve Distribution of Profits For For Management 13 Authorize Editorial Changes to Adopted For For Management Resolutions in Connection with Registration with Swedish Authorities 14 Close Meeting None None Management -------------------------------------------------------------------------------- KOHNAN SHOJI CO., LTD. Ticker: 7516 Security ID: J3479K101 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: FEB 28, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 19 2 Amend Articles to Recognize Validity For For Management of Board Resolutions in Written or Electronic Format 3.1 Elect Director Hikida, Naotaro For For Management 3.2 Elect Director Miyanaga, Shunichiro For For Management 3.3 Elect Director Kato, Takaaki For For Management 3.4 Elect Director Sakakieda, Mamoru For For Management 3.5 Elect Director Tanoue, Kazumi For For Management 3.6 Elect Director Tanaka, Yoshihiro For For Management 3.7 Elect Director Takeuchi, Eigo For For Management 3.8 Elect Director Yamanishi, Seiki For For Management 3.9 Elect Director Tabata, Akira For For Management 3.10 Elect Director Murakami, Fumihiko For For Management 4.1 Appoint Statutory Auditor Yoshizuka, For For Management Takeshi 4.2 Appoint Statutory Auditor Okuda, Junji For Against Management 4.3 Appoint Statutory Auditor Miyaji, For For Management Nobuyuki -------------------------------------------------------------------------------- KOMATSU LTD. Ticker: 6301 Security ID: J35759125 Meeting Date: JUN 24, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 29 2 Amend Articles to Clarify Director For For Management Authority on Shareholder Meetings - Amend Provisions on Director Titles - Indemnify Directors - Indemnify Statutory Auditors 3.1 Elect Director Noji, Kunio For For Management 3.2 Elect Director Ohashi, Tetsuji For For Management 3.3 Elect Director Fujitsuka, Mikio For For Management 3.4 Elect Director Takamura, Fujitoshi For For Management 3.5 Elect Director Shinozuka, Hisashi For For Management 3.6 Elect Director Kuromoto, Kazunori For For Management 3.7 Elect Director Mori, Masanao For For Management 3.8 Elect Director Ikeda, Koichi For For Management 3.9 Elect Director Oku, Masayuki For For Management 3.10 Elect Director Yabunaka, Mitoji For For Management 4 Appoint Statutory Auditor Shinotsuka, For For Management Eiko 5 Approve Annual Bonus Payment to For For Management Directors 6 Approve Deep Discount Stock Option Plan For For Management -------------------------------------------------------------------------------- KONINKLIJKE BOSKALIS WESTMINSTER NV Ticker: BOKA Security ID: N14952266 Meeting Date: MAY 12, 2015 Meeting Type: Annual Record Date: APR 14, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Receive Report of Management Board None None Management (Non-Voting) 3 Discuss Remuneration Report Containing None None Management Remuneration Policy for Management Board Members 4a Adopt Financial Statements and For For Management Statutory Reports 4b Receive Report of Supervisory Board None None Management (Non-Voting) 5a Receive Explanation on Company's None None Management Reserves and Dividend Policy 5b Approve Dividends of EUR 1.60 Per Share For For Management 6 Approve Discharge of Management Board For For Management 7 Approve Discharge of Supervisory Board For For Management 8a Reelect J.M. Hessels to Supervisory For For Management Board 8b Reelect J.N van Wiechen to Supervisory For For Management Board 8c Reelect C. van Woudenberg to For For Management Supervisory Board 8d Elect J. van der Veer to Supervisory For For Management Board 9 Announce Intention to Reappoint T.L. None None Management Baartmans to Management Board 10 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 11 Other Business (Non-Voting) None None Management 12 Close Meeting None None Management -------------------------------------------------------------------------------- KONINKLIJKE DSM NV Ticker: DSM Security ID: N5017D122 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: APR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Receive Report of Management Board None None Management (Non-Voting) 3 Discuss Remuneration Report None None Management 4 Adopt Financial Statements For For Management 5a Receive Explanation on Company's None None Management Reserves and Dividend Policy 5b Approve Dividends of EUR 1.65 Per Share For For Management 6a Approve Discharge of Management Board For For Management 6b Approve Discharge of Supervisory Board For For Management 7 Reelect S. B. Tanda to Management For For Management Board 8 Reelect P.F.M. van der Meer Mohr to For For Management Supervisory Board 9a Grant Board Authority to Issue Shares For For Management Up To 10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger 9b Authorize Board to Exclude Preemptive For For Management Rights from Issuance under Item 9a 10 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 11 Approve Cancellation of Repurchased For For Management Shares 12 Allow Questions None None Management 13 Close Meeting None None Management -------------------------------------------------------------------------------- KONINKLIJKE VOPAK NV Ticker: VPK Security ID: N5075T159 Meeting Date: DEC 18, 2014 Meeting Type: Special Record Date: NOV 20, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Elect M.F. Groot to Supervisory Board For For Management 3 Other Business (Non-Voting) None None Management 4 Close Meeting None None Management -------------------------------------------------------------------------------- KONINKLIJKE VOPAK NV Ticker: VPK Security ID: N5075T159 Meeting Date: APR 22, 2015 Meeting Type: Annual Record Date: MAR 25, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Receive Report of Management Board None None Management (Non-Voting) 3 Discuss Remuneration Report None None Management 4 Adopt Financial Statements and For For Management Statutory Reports 5 Receive Explanation on Company's None None Management Reserves and Dividend Policy 6 Approve Dividends of EUR 0.90 Per Share For For Management 7 Approve Discharge of Management Board For For Management 8 Approve Discharge of Supervisory Board For For Management 9 Elect A. van Rossum to Supervisory For For Management Board 10 Elect C.K. Lam to Supervisory Board For For Management 11 Approve Changes to Remuneration Policy For For Management 12 Approve Remuneration of Supervisory For For Management Board 13 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 14 Ratify Deloitte Accountants B.V. as For For Management Auditors 15 Allow Questions None None Management 16 Close Meeting None None Management -------------------------------------------------------------------------------- KONOIKE TRANSPORT CO., LTD. Ticker: 9025 Security ID: J3S43H105 Meeting Date: JUN 24, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles to Amend Business Lines For For Management - Reflect Changes in Law 2.1 Elect Director Tsuji, Takashi For For Management 2.2 Elect Director Konoike, Tadahiko For For Management 2.3 Elect Director Fujiwara, Kazumi For For Management 2.4 Elect Director Shimizu, Tadayoshi For For Management 2.5 Elect Director Mizutani, Yoshinori For For Management 2.6 Elect Director Aiba, Kazuo For For Management 2.7 Elect Director Kawashima, Toshikata For For Management 2.8 Elect Director Nakayama, Eiji For For Management 2.9 Elect Director Amae, Kishichiro For For Management 3 Approve Special Payments Related to For Against Management Retirement Bonus System Abolition 4 Approve Deep Discount Stock Option Plan For For Management -------------------------------------------------------------------------------- KOREA ELECTRIC POWER CORP. Ticker: 015760 Security ID: Y48406105 Meeting Date: NOV 14, 2014 Meeting Type: Special Record Date: SEP 05, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles of Incorporation For For Management -------------------------------------------------------------------------------- KT&G CORP. Ticker: 033780 Security ID: Y49904108 Meeting Date: FEB 27, 2015 Meeting Type: Annual Record Date: DEC 31, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Allocation of Income 2 Amend Articles of Incorporation For For Management 3.1 Elect Son Tae-Gyu as Outside Director For For Management 3.2 Elect Choi Gyung-Won as Outside For For Management Director 4 Elect Son Tae-Gyu as Member of Audit For For Management Committee 5 Approve Total Remuneration of Inside For For Management Directors and Outside Directors 6 Approve Terms of Retirement Pay For For Management -------------------------------------------------------------------------------- KUBOTA CORP. Ticker: 6326 Security ID: J36662138 Meeting Date: JUN 19, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles to Change Fiscal Year For For Management End 2.1 Elect Director Kimata, Masatoshi For For Management 2.2 Elect Director Kubo, Toshihiro For For Management 2.3 Elect Director Kimura, Shigeru For For Management 2.4 Elect Director Ogawa, Kenshiro For For Management 2.5 Elect Director Kitao, Yuichi For For Management 2.6 Elect Director Matsuda, Yuzuru For For Management 2.7 Elect Director Ina, Koichi For For Management 3.1 Appoint Statutory Auditor Morita, Akira For For Management 3.2 Appoint Statutory Auditor Suzuki, Teruo For For Management 4 Approve Annual Bonus Payment to For For Management Directors -------------------------------------------------------------------------------- KUDELSKI SA Ticker: KUD Security ID: H46697142 Meeting Date: MAR 31, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For Did Not Vote Management Statutory Reports 2 Approve Allocation of Income and For Did Not Vote Management Dividends of CHF 0.30 per Bearer Share and CHF 0.03 per Registered Share 3 Approve Discharge of Board and Senior For Did Not Vote Management Management 4 Amend Articles Re: Ordinance Against For Did Not Vote Management Excessive Remuneration in Listed Companies 5.1 Approve Remuneration of Directors in For Did Not Vote Management the Amount of CHF 1.5 Million 5.2 Approve Remuneration of Executive For Did Not Vote Management Committee in the Amount of CHF 10 Million 6.1 Elect Laurent Dassault as Director For Did Not Vote Management 6.2 Elect Joseph Deiss as Director For Did Not Vote Management 6.3 Elect Patrick Foetisch as Director For Did Not Vote Management 6.4 Elect Andre Kudelski as Director For Did Not Vote Management 6.5 Elect Marguerite Kudelski as Director For Did Not Vote Management 6.6 Elect Pierre Lescure as Director For Did Not Vote Management 6.7 Elect Alec Ross as Director For Did Not Vote Management 6.8 Elect Claude Smadja as Director For Did Not Vote Management 6.9 Elect Alexandre Zeller as Director For Did Not Vote Management 7 Elect Andre Kudelski as Board Chairman For Did Not Vote Management 8.1 Appoint Joseph Deiss as Member of the For Did Not Vote Management Compensation Committee 8.2 Appoint Patrick Foetisch as Member of For Did Not Vote Management the Compensation Committee 8.3 Appoint Pierre Lescure as Member of For Did Not Vote Management the Compensation Committee 8.4 Appoint Claude Smadja as Member of the For Did Not Vote Management Compensation Committee 8.5 Appoint Alexandre Zeller as Member of For Did Not Vote Management the Compensation Committee 9 Designate Jean-Marc Emery as For Did Not Vote Management Independent Proxy 10 Ratify PricewaterhouseCoopers SA as For Did Not Vote Management Auditors 11 Transact Other Business (Voting) For Did Not Vote Management -------------------------------------------------------------------------------- KUNGSLEDEN AB Ticker: KLED Security ID: W53033101 Meeting Date: SEP 16, 2014 Meeting Type: Special Record Date: SEP 10, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Elect Chairman of Meeting For For Management 3 Prepare and Approve List of For For Management Shareholders 4 Approve Agenda of Meeting For For Management 5 Designate Inspector(s) of Minutes of For For Management Meeting 6 Acknowledge Proper Convening of Meeting For For Management 7 Approve Creation of Pool of Capital For For Management with Preemptive Rights 8 Close Meeting None None Management -------------------------------------------------------------------------------- KURABO INDUSTRIES LTD. Ticker: 3106 Security ID: J36920106 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 5 2 Elect Director Inoue, Akihiro For Against Management 3.1 Appoint Statutory Auditor Miya, Jiro For For Management 3.2 Appoint Statutory Auditor Mogi, Teppei For For Management 4 Appoint Alternate Statutory Auditor For For Management Yamao, Tetsuya -------------------------------------------------------------------------------- KYODO PRINTING CO. Ticker: 7914 Security ID: J37522109 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 4 2 Amend Articles to Amend Business Lines For For Management - Indemnify Directors - Indemnify Statutory Auditors 3.1 Elect Director Inagi, Toshiaki For Against Management 3.2 Elect Director Fujimori, Yoshiaki For Against Management 3.3 Elect Director Miyoshi, Mikio For For Management 3.4 Elect Director Shimizu, Ichiji For For Management 3.5 Elect Director Osawa, Haruo For For Management 3.6 Elect Director Hitomi, Minoru For For Management 3.7 Elect Director Ido, Kazuyoshi For For Management 3.8 Elect Director Okubo, Takashi For For Management 3.9 Elect Director Saito, Fumitaka For For Management 3.10 Elect Director Imamura, Toshio For For Management 3.11 Elect Director Watanabe, Hidenori For For Management 3.12 Elect Director Satomura, Kenji For For Management 3.13 Elect Director Kumii, Takashi For For Management 3.14 Elect Director Takaoka, Mika For For Management 4.1 Appoint Statutory Auditor Ogasawara, For For Management Makoto 4.2 Appoint Statutory Auditor Miyagi, Tadao For For Management 4.3 Appoint Statutory Auditor Kumon, For Against Management Takashi 4.4 Appoint Statutory Auditor Tokuoka, For For Management Takaki -------------------------------------------------------------------------------- KYOKUTO SECURITIES CO LTD Ticker: 8706 Security ID: J37953106 Meeting Date: JUN 23, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles to Indemnify Directors For For Management - Indemnify Statutory Auditors 2.1 Elect Director Kikuchi, Hiroyuki For For Management 2.2 Elect Director Kikuchi, Kazuhiro For For Management 2.3 Elect Director Idenuma, Toshiatsu For For Management 2.4 Elect Director Goto, Masahiro For For Management 2.5 Elect Director Kayanuma, Shunzo For For Management 2.6 Elect Director Takahashi, Atsuo For For Management 3.1 Appoint Statutory Auditor Miyauchi, For For Management Seiji 3.2 Appoint Statutory Auditor Tanno, For Against Management Yoshikazu 4 Appoint Alternate Statutory Auditor For For Management Fujita, Hiroaki 5 Approve Aggregate Compensation Ceiling For For Management for Directors -------------------------------------------------------------------------------- KYORIN HOLDINGS INC Ticker: 4569 Security ID: J37996113 Meeting Date: JUN 23, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Yamashita, Masahiro For For Management 1.2 Elect Director Miyashita, Mitsutomo For For Management 1.3 Elect Director Hogawa, Minoru For For Management 1.4 Elect Director Matsumoto, Tomiharu For For Management 1.5 Elect Director Ogihara, Yutaka For For Management 1.6 Elect Director Komuro, Masakatsu For For Management 1.7 Elect Director Ogihara, Shigeru For For Management 1.8 Elect Director Kajino, Kunio For For Management 1.9 Elect Director Ozaki, Senji For For Management 1.10 Elect Director Shikanai, Noriyuki For For Management 1.11 Elect Director Takahashi, Takashi For For Management 2 Appoint Statutory Auditor Yamaguchi, For For Management Takao -------------------------------------------------------------------------------- L OREAL Ticker: OR Security ID: F58149133 Meeting Date: APR 22, 2015 Meeting Type: Annual/Special Record Date: APR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 2.70 per Ordinary Share and EUR 2.97 per Long-Term Registered Share 4 Elect Sophie Bellon as Director For For Management 5 Reelect Charles Henri Filippi as For For Management Director 6 Advisory Vote on Compensation of Jean For Against Management Paul Agon, Chairman and CEO 7 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 8 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights and/or Capitalization of Reserves, up to 40 Percent of Issued Share Capital 9 Authorize up to 0.6 Percent of Issued For For Management Capital for Use in Restricted Stock Plans 10 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 11 Amend Article 12 of Bylaws Re: Absence For For Management of Double Voting Rights 12 Amend Article 12 of Bylaws Re: For For Management Attendance to General Meetings 13 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- LAIRD PLC Ticker: LRD Security ID: G53508175 Meeting Date: MAY 08, 2015 Meeting Type: Annual Record Date: MAY 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Policy For For Management 3 Approve Remuneration Report For Abstain Management 4 Approve Final Dividend For For Management 5 Elect Mike Parker as Director For For Management 6 Re-elect Dr Martin Read as Director For For Management 7 Re-elect David Lockwood as Director For For Management 8 Re-elect Paula Bell as Director For For Management 9 Re-elect Jack Boyer as Director For For Management 10 Re-elect Sir Christopher Hum as For For Management Director 11 Re-elect Michael Kelly as Director For For Management 12 Reappoint Ernst & Young LLP as For For Management Auditors and Authorise Their Remuneration 13 Authorise Issue of Equity with For For Management Pre-emptive Rights 14 Approve Long-Term Incentive Plan For For Management 15 Approve International Share Purchase For For Management Plan 16 Approve US Employee Stock Purchase Plan For For Management 17 Approve UK Share Incentive Plan For For Management 18 Authorise Issue of Equity without For For Management Pre-emptive Rights 19 Authorise Issue of Equity without For For Management Pre-emptive Rights in Connection with an Aacquisition or Specified Capital Investment 20 Authorise Market Purchase of Ordinary For For Management Shares 21 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- LANCASHIRE HOLDINGS LTD Ticker: LRE Security ID: G5361W104 Meeting Date: APR 29, 2015 Meeting Type: Annual Record Date: MAR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For Against Management 3 Reappoint Ernst & Young LLP as Auditors For For Management 4 Authorise Board to Fix Remuneration of For For Management Auditors 5 Elect Peter Clarke as Director For For Management 6 Elect Tom Milligan as Director For For Management 7 Re-elect Emma Duncan as Director For For Management 8 Re-elect Simon Fraser as Director For For Management 9 Re-elect Samantha Hoe-Richardson as For For Management Director 10 Re-elect Alex Maloney as Director For For Management 11 Re-elect Martin Thomas as Director For For Management 12 Re-elect Elaine Whelan as Director For For Management 13 Authorise Issue of Equity with For For Management Pre-emptive Rights 14 Authorise Issue of Equity without For For Management Pre-emptive Rights 15 Authorise Market Purchase of Common For For Management Shares -------------------------------------------------------------------------------- LE LUNDBERGFOERETAGEN AB Ticker: LUND B Security ID: W54114108 Meeting Date: APR 15, 2015 Meeting Type: Annual Record Date: APR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Elect Chairman of Meeting For For Management 3 Prepare and Approve List of For For Management Shareholders 4 Designate Inspector(s) of Minutes of For For Management Meeting 5 Approve Agenda of Meeting For For Management 6 Acknowledge Proper Convening of Meeting For For Management 7 Receive President's Report None None Management 8a Receive Financial Statements and None None Management Statutory Reports 8b Receive Auditor's Report on None None Management Application of Guidelines for Remuneration for Executive Management 9a Accept Financial Statements and For For Management Statutory Reports 9b Approve Discharge of Board and For For Management President 9c Approve Allocation of Income and For For Management Dividends of SEK 5.00 Per Share 10 Determine Number of Directors (8) and For For Management Deputy Directors (0) of Board 11 Approve Remuneration of Directors in For For Management the Amount of SEK 750,000 for Chairman, and SEK 250,000 for Other Directors; Approve Remuneration of Auditors 12 Reelect Carl Bennet, Lilian Biner, For Against Management Mats Guldbrand (Chairman), Louise Lindh, Fredrik Lundberg, Katarina Martinson, Sten Peterson, and Lars Pettersson as Directors 13 Ratify KPMG as Auditors For For Management 14 Approve Remuneration Policy And Other For For Management Terms of Employment For Executive Management 15 Authorize Share Repurchase Program For For Management 16 Close Meeting None None Management -------------------------------------------------------------------------------- LEGRAND Ticker: LR Security ID: F56196185 Meeting Date: MAY 29, 2015 Meeting Type: Annual/Special Record Date: MAY 26, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 1.10 per Share 4 Approve Amendment to Financing For For Management Agreement 5 Approve Cancellation of Additional For For Management Pension Scheme Agreement with Gilles Schnepp, Chairman and CEO 6 Approve Cancellation of Non-Compete For For Management Agreement with Gilles Schnepp 7 Advisory Vote on Compensation of For For Management Gilles Schnepp, Chairman and CEO 8 Reelect Eliane Rouyer-Chevalier as For For Management Director 9 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 10 Exclude Possibility to Use For For Management Authorizations of Capital Issuances Approved by the May 27, 2014, AGM under Items 12-16 and 18 in the Event of a Public Tender Offer 11 Amend Article 9 of Bylaws Re: Board For For Management Meetings 12 Amend Article 12 of Bylaws Re: Record For For Management Date and Attendance to General Meetings 13 Remove Double-Voting Rights for For For Management Long-Term Registered Shareholders 14 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- LEIGHTON HOLDINGS LTD. Ticker: LEI Security ID: Q55190104 Meeting Date: APR 21, 2015 Meeting Type: Annual Record Date: APR 19, 2015 # Proposal Mgt Rec Vote Cast Sponsor 2 Approve the Remuneration Report For Against Management 3.1 Elect Russell Langtry Chenu as Director For For Management 3.2 Elect Trevor Gerber as Director For For Management 3.3 Elect Kirstin Irene Ferguson as For For Management Director 3.4 Elect Peter-Wilhelm Sassenfeld as For For Management Director 4 Approve the Change of Company Name to For For Management CIMIC Group Limited -------------------------------------------------------------------------------- LEOPALACE21 CORP. Ticker: 8848 Security ID: J38781100 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Accounting Transfers For For Management 2.1 Elect Director Miyama, Eisei For For Management 2.2 Elect Director Miyama, Tadahiro For For Management 2.3 Elect Director Sekiya, Yuzuru For For Management 2.4 Elect Director Tajiri, Kazuto For For Management 2.5 Elect Director Miike, Yoshikazu For For Management 2.6 Elect Director Harada, Hiroyuki For For Management 2.7 Elect Director Takeda, hiroshi For For Management 2.8 Elect Director Taya, Tetsuji For For Management 2.9 Elect Director Sasao, Yoshiko For For Management 3 Appoint Statutory Auditor Yuhara, Takao For For Management -------------------------------------------------------------------------------- LINDE AG Ticker: LIN Security ID: D50348107 Meeting Date: MAY 12, 2015 Meeting Type: Annual Record Date: APR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2014 (Non-Voting) 2 Approve Allocation of Income and For For Management Dividends of EUR 3.15 per Share 3 Approve Discharge of Management Board For For Management for Fiscal 2014 4 Approve Discharge of Supervisory Board For For Management for Fiscal 2014 5 Ratify KPMG AG as Auditors for Fiscal For For Management 2015 6 Approve Cancellation of Capital For For Management Authorization -------------------------------------------------------------------------------- LLOYDS BANKING GROUP PLC Ticker: LLOY Security ID: G5533W248 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAY 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Elect Alan Dickinson as Director For For Management 3 Elect Simon Henry as Director For For Management 4 Elect Nick Prettejohn as Director For For Management 5 Re-elect Lord Blackwell as Director For For Management 6 Re-elect Juan Colombas as Director For For Management 7 Re-elect George Culmer as Director For For Management 8 Re-elect Carolyn Fairbairn as Director For For Management 9 Re-elect Anita Frew as Director For For Management 10 Re-elect Antonio Horta-Osorio as For For Management Director 11 Re-elect Dyfrig John as Director For For Management 12 Re-elect Nick Luff as Director For For Management 13 Re-elect Anthony Watson as Director For For Management 14 Re-elect Sara Weller as Director For For Management 15 Approve Dividend For For Management 16 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors 17 Authorise the Audit Committee to Fix For For Management Remuneration of Auditors 18 Approve Remuneration Report For For Management 19 Authorise EU Political Donations and For For Management Expenditure 20 Authorise Issue of Equity with For For Management Pre-emptive Rights 21 Authorise Issue of Equity with For For Management Pre-emptive Rights in Relation to the Issue of Regulatory Capital Convertible Instruments 22 Authorise Issue of Equity without For For Management Pre-emptive Rights 23 Authorise Issue of Equity without For For Management Pre-emptive Rights in Relation to the Issue of Regulatory Capital Convertible Instruments 24 Authorise Market Purchase of Ordinary For For Management Shares 25 Authorise Market Purchase of For For Management Preference Shares 26 Amend Articles of Association Re: For For Management Limited Voting Shares 27 Amend Articles of Association Re: For For Management Deferred Shares 28 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- LOGITECH INTERNATIONAL S.A. Ticker: LOGI Security ID: H50430232 Meeting Date: DEC 18, 2014 Meeting Type: Annual Record Date: DEC 11, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Appropriation Of Retained Earnings For For Management 4 Amend Articles Re: Comply with New For For Management Swiss Corporate Law (Non-Routine) 5 Authorize Holding More Than 10 Percent For Against Management of Company's Own Shares 6 Approve Discharge of Board and Senior For For Management Management 7.1 Reelect Daniel Borel as Director For For Management 7.2 Reelect Matthew Bousquette as Director For Against Management 7.3 Reelect Kee-Lock Chua as Director For Against Management 7.4 Reelect Bracken P. Darrell as Director For For Management 7.5 Reelect Sally Davis as Director For Against Management 7.6 Reelect Guerrino De Luca as Director For For Management 7.7 Reelect Didier Hirsch as Director For Against Management 7.8 Reelect Neil Hunt as Director For For Management 7.9 Reelect Monika Ribar as Director For Against Management 7.10 Elect Dimitri Panayotopoulos as For For Management Director 8 Elect Guerrino De Luca as Board For For Management Chairman 9.1 Appoint Matthew Bousquette as Member For For Management of the Compensation Committee 9.2 Appoint Sally Davis as Member of the For For Management Compensation Committee 9.3 Appoint Neil Hunt as Member of the For For Management Compensation Committee 9.4 Appoint Monika Ribar as Member of the For For Management Compensation Committee 10 Ratify KPMG AG as Auditors For For Management 11 Designate Beatrice Ehlers as For For Management Independent Proxy A Authorize Independent Representative For Against Management to Vote on Any Amendment to Previous Resolutions -------------------------------------------------------------------------------- LONDONMETRIC PROPERTY PLC Ticker: LMP Security ID: G5689W109 Meeting Date: JUL 17, 2014 Meeting Type: Annual Record Date: JUL 15, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Remuneration Policy For For Management 4 Approve Final Dividend For For Management 5 Appoint Deloitte LLP as Auditors For For Management 6 Authorise Board to Fix Remuneration of For For Management Auditors 7 Re-elect Patrick Vaughan as Director For For Management 8 Re-elect Andrew Jones as Director For For Management 9 Re-elect Martin McGann as Director For For Management 10 Re-elect Charles Cayzer as Director For For Management 11 Re-elect James Dean as Director For For Management 12 Re-elect Alec Pelmore as Director For For Management 13 Re-elect Humphrey Price as Director For For Management 14 Re-elect Andrew Varley as Director For For Management 15 Re-elect Philip Watson as Director For For Management 16 Elect Rosalyn Wilton as Director For For Management 17 Elect Valentine Beresford as Director For For Management 18 Elect Mark Stirling as Director For For Management 19 Approve Increase in the Level of Fees For For Management Payable to the Directors 20 Authorise Issue of Equity with For For Management Pre-emptive Rights 21 Authorise Issue of Equity without For For Management Pre-emptive Rights 22 Authorise Market Purchase of Ordinary For For Management Shares 23 Authorise the Company to Call EGM with For For Management Two Weeks' Notice 24 Approve Transfer of the Company's For For Management Category of Listing from a Premium Listing (Investment Company) to a Premium Listing (Commercial Company) -------------------------------------------------------------------------------- LONZA GROUP LTD. Ticker: LONN Security ID: H50524133 Meeting Date: APR 08, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Discharge of Board and Senior For For Management Management 4 Approve Allocation of Income and For For Management Dividends of 2.50 CHF per Share 5.1a Reelect Patrick Aebischer as Director For For Management 5.1b Reelect Werner Bauer as Director For For Management 5.1c Reelect Thomas Ebeling as Director For For Management 5.1d Reelect Jean-Daniel Gerber as Director For For Management 5.1e Reelect Barbara Richmond as Director For For Management 5.1f Reelect Margot Scheltema as Director For For Management 5.1g Reelect Rolf Soiron as Director For For Management 5.1h Reelect Juergen Steinemann as Director For For Management 5.1i Reelect Antonio Trius as Director For For Management 5.2 Reelect Rolf Soiron as Board Chairman For For Management 5.3a Appoint Thomas Ebeling as Member of For For Management the Nomination and Compensation Committee 5.3b Appoint Jean-Daniel Gerber as Member For For Management of the Nomination and Compensation Committee 5.3c Appoint Juergen Steinemann as Member For For Management of the Nomination and Compensation Committee 6 Ratify KPMG AG as Auditors For For Management 7 Designate Daniel Pluess as Independent For For Management Proxy 8 Approve Remuneration of Directors in For For Management the Amount of CHF 2.63 Million 9.1 Approve Maximum Fixed Remuneration of For For Management Executive Committee in the Amount of CHF 4.29 Million 9.2 Approve Short-Term Variable For For Management Remuneration of Executive Committee in the Amount of CHF 1.89 Million 9.3 Approve Maximum Long-Term Variable For For Management Remuneration of Executive Committee in the Amount of CHF 6.41 Million 10 Approve Approve Extension of CHF 5 For For Management Million Pool of Capital without Preemptive Rights 11 Transact Other Business (Voting) For Against Management -------------------------------------------------------------------------------- LUK FOOK HOLDINGS (INTERNATIONAL) LTD. Ticker: 00590 Security ID: G5695X125 Meeting Date: AUG 20, 2014 Meeting Type: Annual Record Date: AUG 15, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3a1 Elect Wong Wai Sheung as Director For For Management 3a2 Elect Wong Ho Lung, Danny as Director For For Management 3a3 Elect Wong Hau Yeung as Director For For Management 3a4 Elect Li Hon Hung, MH as Director For For Management 3a5 Elect Tai Kwok Leung, Alexander as For For Management Director 3a6 Elect Wong Yu Pok, Marina as Director For For Management 3b Authorize Board to Fix Remuneration of For For Management Directors 4 Appoint PricewaterhouseCoopers as For For Management Auditors and Authorize Board to Fix Their Remuneration 5 Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights 6 Authorize Repurchase of Issued Share For For Management Capital 7 Authorize Reissuance of Repurchased For Against Management Shares -------------------------------------------------------------------------------- LVMH MOET HENNESSY LOUIS VUITTON Ticker: MC Security ID: F58485115 Meeting Date: NOV 25, 2014 Meeting Type: Special Record Date: NOV 19, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Article 28 of Bylaws Re: For For Management Allocation of Income and Dividends 2 Approve Transfer from Carry Forward For For Management Account to Other Reserves Account 3 Approve Distribution in Kind of 2 For For Management Hermes International Shares per 41 LVMH Shares -------------------------------------------------------------------------------- LVMH MOET HENNESSY LOUIS VUITTON Ticker: MC Security ID: F58485115 Meeting Date: APR 16, 2015 Meeting Type: Annual/Special Record Date: APR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Auditors' Special Report on For Against Management Related-Party Transactions 4 Approve Allocation of Income and For For Management Dividends of EUR 3.20 per Share 5 Reelect Antoine Arnault as Director For Against Management 6 Reelect Albert Frere as Director For Against Management 7 Reelect Lord Powell of Bayswater as For Against Management Director 8 Reelect Yves-Thibault de Silguy as For For Management Director 9 Advisory Vote on Compensation of For Against Management Bernard Arnaut, CEO and Chairman 10 Advisory Vote on Compensation of For Against Management Antonio Belloni, Vice-CEO 11 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 12 Authorize Capitalization of Reserves For Against Management of Up to EUR 50 Million for Bonus Issue or Increase in Par Value 13 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 14 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 50 Million 15 Authorize Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 50 Million 16 Approve Issuance of Equity or For Against Management Equity-Linked Securities for Private Placements, up to Aggregate Nominal Amount of EUR 50 Million 17 Authorize Board to Set Issue Price for For Against Management 10 Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights 18 Authorize Board to Increase Capital in For Against Management the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above 19 Authorize Capital Increase of Up to For Against Management EUR 50 Million for Future Exchange Offers 20 Authorize Capital Increase of up to 10 For For Management Percent of Issued Capital for Contributions in Kind 21 Authorize up to 1 Percent of Issued For Against Management Capital for Use in Stock Option Plans 22 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 23 Set Total Limit for Capital Increase For For Management to Result from Issuance Requests Above at EUR 50 Million 24 Authorize up to 1 Percent of Issued For Against Management Capital for Use in Restricted Stock Plans 25 Amend Articles 14, 18 and 23 of Bylaws For Against Management Re: Board Powers, Related Party Transactions, and Record Date -------------------------------------------------------------------------------- MACA LTD. Ticker: MLD Security ID: Q56718101 Meeting Date: NOV 12, 2014 Meeting Type: Annual Record Date: NOV 10, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve the Remuneration Report For For Management 2 Elect Chris Tuckwell as Director For For Management 3 Elect Ross Williams as Director For Against Management 4 Elect Geoffrey Baker as Director For For Management 5 Ratify the Past Issuance of 30 Million For For Management Shares to Sophisticated and Institutional Investors 6 Approve the Grant of 183,280 For For Management Performance Rights to Chris Tuckwell, Managing Director of the Company -------------------------------------------------------------------------------- MACNICA Ticker: 7631 Security ID: J3924U100 Meeting Date: DEC 26, 2014 Meeting Type: Special Record Date: NOV 11, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Formation of Joint Holding For For Management Company with Fuji Electronics Co. Ltd. 2 Amend Articles To Delete References to For For Management Record Date -------------------------------------------------------------------------------- MAN GROUP PLC Ticker: EMG Security ID: G5790V172 Meeting Date: SEP 05, 2014 Meeting Type: Special Record Date: SEP 03, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Acquisition of Numeric For For Management Holdings LLC -------------------------------------------------------------------------------- MAN GROUP PLC Ticker: EMG Security ID: G5790V172 Meeting Date: MAY 08, 2015 Meeting Type: Annual Record Date: MAY 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Policy For Against Management 3 Approve Remuneration Report For Against Management 4 Approve Final Dividend For For Management 5 Re-elect Jon Aisbitt as Director For For Management 6 Re-elect Phillip Colebatch as Director For For Management 7 Elect John Cryan as Director For For Management 8 Re-elect Andrew Horton as Director For For Management 9 Re-elect Matthew Lester as Director For For Management 10 Re-elect Emmanuel Roman as Director For For Management 11 Re-elect Dev Sanyal as Director For For Management 12 Re-elect Nina Shapiro as Director For For Management 13 Re-elect Jonathan Sorrell as Director For For Management 14 Reappoint Deloitte LLP as Auditors For For Management 15 Authorise the Audit and Risk Committee For For Management to Fix Remuneration of Auditors 16 Authorise Issue of Equity with For For Management Pre-emptive Rights 17 Authorise Issue of Equity without For For Management Pre-emptive Rights 18 Authorise Market Purchase of Ordinary For For Management Shares 19 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- MAPELEY LTD. Ticker: MAY Security ID: G58216105 Meeting Date: DEC 18, 2014 Meeting Type: Annual Record Date: NOV 24, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Re-elect Cameron Macdougall as a For For Management Director 2 Re-elect Mark Smith as a Director For For Management 3 Reappoint BDO LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration -------------------------------------------------------------------------------- MARUBENI CORP. Ticker: 8002 Security ID: J39788138 Meeting Date: JUN 19, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Asada, Teruo For For Management 1.2 Elect Director Kokubu, Fumiya For For Management 1.3 Elect Director Akiyoshi, Mitsuru For For Management 1.4 Elect Director Yamazoe, Shigeru For For Management 1.5 Elect Director Iwasa, Kaoru For For Management 1.6 Elect Director Kawai, Shinji For For Management 1.7 Elect Director Matsumura, Yukihiko For For Management 1.8 Elect Director Minami, Hikaru For For Management 1.9 Elect Director Terakawa, Akira For For Management 1.10 Elect Director Takahara, Ichiro For For Management 1.11 Elect Director Kitabata, Takao For For Management 1.12 Elect Director Kuroda, Yukiko For For Management 2 Appoint Statutory Auditor Kuzume, Kaoru For For Management -------------------------------------------------------------------------------- MARUDAI FOOD CO. LTD. Ticker: 2288 Security ID: J39831128 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 7 2 Amend Articles to Indemnify Directors For For Management - Indemnify Statutory Auditors 3.1 Elect Director Kudara, Tokuo For Against Management 3.2 Elect Director Kato, Keiichi For For Management 3.3 Elect Director Kuramori, Yoshio For For Management 3.4 Elect Director Sawada, Yasushi For For Management 3.5 Elect Director Kato, Nobuyoshi For For Management 3.6 Elect Director Chiba, Shigeyoshi For For Management 3.7 Elect Director Fukiage, Wataru For For Management 3.8 Elect Director Shimazu, Susumu For For Management 4.1 Appoint Statutory Auditor Okudaira, For Against Management Takuji 4.2 Appoint Statutory Auditor Nishimura, For For Management Motoaki 5 Appoint Alternate Statutory Auditor For For Management Tabuchi, Kenji -------------------------------------------------------------------------------- MATRIX COMPOSITES & ENGINEERING LTD. Ticker: MCE Security ID: Q58141104 Meeting Date: NOV 05, 2014 Meeting Type: Annual Record Date: NOV 03, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Steven Cole as Director For For Management 2 Elect Duncan Paul Clegg as Director For For Management 3 Elect Craig Neil Duncan as Director For For Management 4 Approve the Remuneration Report None For Management -------------------------------------------------------------------------------- MEDA AB Ticker: MEDA A Security ID: W5612K109 Meeting Date: NOV 06, 2014 Meeting Type: Special Record Date: OCT 30, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting; Elect Chairman of Meeting For For Management 2 Prepare and Approve List of For For Management Shareholders 3 Designate Inspector(s) of Minutes of For For Management Meeting 4 Approve Agenda of Meeting For For Management 5 Acknowledge Proper Convening of Meeting For For Management 6 Approve Creation of Pool of Capital For For Management with Preemptive Rights 7.1 Determine Number of Members (9) and For For Management Deputy Members (0) of Board 7.2 Approve Remuneration of New Director For For Management 7.3 Elect Luca Rovati as Director For For Management 8 Close Meeting None None Management -------------------------------------------------------------------------------- MEDA AB Ticker: MEDA A Security ID: W5612K109 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: APR 29, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Elect Chairman of Meeting For For Management 3 Prepare and Approve List of For For Management Shareholders 4 Approve Agenda of Meeting For For Management 5 Designate Inspector(s) of Minutes of For For Management Meeting 6 Acknowledge Proper Convening of Meeting For For Management 7 Receive Financial Statements and None None Management Statutory Reports 8 Receive President's Report None None Management 9 Allow Questions None None Management 10a Accept Financial Statements and For For Management Statutory Reports 10b Approve Allocation of Income and For For Management Dividends of SEK 2.50 Per Share 10c Approve Discharge of Board and For For Management President 11 Determine Number of Directors (9) and For For Management Deputy Directors of Board (0) 12 Approve Remuneration of Directors in For For Management the Amount of SEK 900,000 for Chairman, and SEK 650,000 for Vice Chairman, and SEK 400,000 for Other Directors; Approve Remuneration for Committee Work; Approve Remuneration of Auditors 13 Reelect Peter Claesson, Peter von For For Management Ehrenheim, Luca Rovati, Martin Svalstedt, Karen Sorensen, Lars Westerberg, and Guido Oelkers as Directors; Elect Kimberly Lein-Mathisen and Lillie Valuer as New Directors; Ratify PricewaterhouseCoopers AB as Auditors 14 Elect Martin Svalstedt Board Chairman For For Management 15 Authorize Chairman of Board and For For Management Representatives of Four of Company's Largest Shareholders to Serve on Nominating Committee 16 Approve Remuneration Policy And Other For For Management Terms of Employment For Executive Management 17 Amend Articles Re: Set Minimum (SEK For For Management 200 Million) and Maximum (SEK 800 Million) Share Capital; Set Minimum (200 Million) and Maximum (800 Million) Number of Shares 18 Approve Issuance of up to 36.5 Million For For Management Shares without Preemptive Rights 19 Authorize Share Repurchase Program and For For Management Reissuance of Repurchased Shares 20 Approve Restricted Stock Plan For Against Management 21 Other Business None None Management 22 Close Meeting None None Management -------------------------------------------------------------------------------- METHANEX CORPORATION Ticker: MX Security ID: 59151K108 Meeting Date: APR 30, 2015 Meeting Type: Annual/Special Record Date: MAR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bruce Aitken For For Management 1.2 Elect Director Howard Balloch For For Management 1.3 Elect Director Phillip Cook For For Management 1.4 Elect Director John Floren For For Management 1.5 Elect Director Thomas Hamilton For For Management 1.6 Elect Director Robert Kostelnik For For Management 1.7 Elect Director Douglas Mahaffy For For Management 1.8 Elect Director A. Terence (Terry) Poole For For Management 1.9 Elect Director John Reid For For Management 1.10 Elect Director Janice Rennie For For Management 1.11 Elect Director Monica Sloan For For Management 1.12 Elect Director Margaret Walker For For Management 2 Approve KPMG LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration 3 Advisory Vote on Executive For For Management Compensation Approach 4 Adopt New By-Law No. 5 For For Management -------------------------------------------------------------------------------- METRO AG Ticker: MEO Security ID: D53968125 Meeting Date: FEB 20, 2015 Meeting Type: Annual Record Date: JAN 29, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2013/2014 (Non-Voting) 2 Approve Allocation of Income and For For Management Dividends of EUR 0.90 per Ordinary Share and EUR 1.13 per Preference Share 3 Approve Discharge of Management Board For For Management for Fiscal 2013/2014 4 Approve Discharge of Supervisory Board For For Management for Fiscal 2013/2014 5 Ratify KPMG AG as Auditors for Fiscal For For Management 2014/2015 6 Elect Gwyn Burr to the Supervisory For For Management Board 7 Approve Remuneration System for For For Management Management Board Members 8 Authorize Share Repurchase Program and For For Management Reissuance or Cancellation of Repurchased Shares 9 Authorize Use of Financial Derivatives For Against Management when Repurchasing Shares 10 Approve Issuance of Warrants/Bonds For For Management with Warrants Attached/Convertible Bonds with Partial Exclusion of Preemptive Rights up to Aggregate Nominal Amount of EUR 1.5 Billion; Approve Creation of EUR 127.8 Million Pool of Capital to Guarantee Conversion Rights -------------------------------------------------------------------------------- MIE BANK LTD. Ticker: 8374 Security ID: J42411108 Meeting Date: JUN 19, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 3.25 2.1 Elect Director Tanehashi, Junji For Against Management 2.2 Elect Director Watanabe, Mitsunori For Against Management 2.3 Elect Director Kawamura, Akira For For Management 2.4 Elect Director Shimomura, Michio For For Management 2.5 Elect Director Takuno, Ichiro For For Management 2.6 Elect Director Yamamoto, Takashi For For Management 2.7 Elect Director Yamamoto, Hiroya For For Management 2.8 Elect Director Isshiki, Kozo For For Management 2.9 Elect Director Fujiwara, Nobuyoshi For For Management 2.10 Elect Director Matsui, Kenichi For For Management 2.11 Elect Director Mochii, Hiromi For For Management 3 Appoint Statutory Auditor Maegawa, Eiji For For Management -------------------------------------------------------------------------------- MIGHTY RIVER POWER LTD. Ticker: MRP Security ID: Q60770106 Meeting Date: NOV 06, 2014 Meeting Type: Annual Record Date: NOV 04, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Michael Allen as Director For For Management 2 Elect James Miller as Director For For Management 3 Elect Andrew Lark as Director For For Management 4 Elect Patrick Strange as Director For For Management 5 Approve the Remuneration of For For Management Non-Executive Directors -------------------------------------------------------------------------------- MIRAIT HOLDINGS CORP Ticker: 1417 Security ID: J4307G106 Meeting Date: JUN 25, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 15 2 Amend Articles to Indemnify Directors For For Management - Indemnify Statutory Auditors 3 Elect Director Sakashita, Keisuke For For Management -------------------------------------------------------------------------------- MITSUBISHI CORP. Ticker: 8058 Security ID: J43830116 Meeting Date: JUN 19, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 30 2 Amend Articles to Amend Business Lines For For Management - Indemnify Directors - Indemnify Statutory Auditors 3.1 Elect Director Kojima, Yorihiko For For Management 3.2 Elect Director Kobayashi, Ken For For Management 3.3 Elect Director Nakahara, Hideto For For Management 3.4 Elect Director Yanai, Jun For For Management 3.5 Elect Director Kinukawa, Jun For For Management 3.6 Elect Director Miyauchi, Takahisa For For Management 3.7 Elect Director Uchino, Shuma For For Management 3.8 Elect Director Mori, Kazuyuki For For Management 3.9 Elect Director Hirota, Yasuhito For For Management 3.10 Elect Director Tsukuda, Kazuo For For Management 3.11 Elect Director Kato, Ryozo For For Management 3.12 Elect Director Konno, Hidehiro For For Management 3.13 Elect Director Sakie Tachibana For For Management Fukushima 3.14 Elect Director Nishiyama, Akihiko For For Management 4 Appoint Statutory Auditor Kizaki, For For Management Hiroshi 5 Approve Annual Bonus Payment to For For Management Directors -------------------------------------------------------------------------------- MITSUI HOME CO. LTD. Ticker: 1868 Security ID: J4483N107 Meeting Date: JUN 24, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 8 2 Amend Articles to Indemnify Directors For For Management - Indemnify Statutory Auditors 3.1 Elect Director Ichikawa, Toshihide For Against Management 3.2 Elect Director Hase, Yutaka For For Management 3.3 Elect Director Kiyono, Hideki For For Management 3.4 Elect Director Yamamoto, Minoru For For Management 3.5 Elect Director Mitsui, Senji For For Management 3.6 Elect Director Nakamura, Kenichi For For Management 3.7 Elect Director Rokushika, Masaharu For For Management 4 Approve Retirement Bonus Payment for For Against Management Directors -------------------------------------------------------------------------------- MONDI PLC Ticker: MNDI Security ID: G6258S107 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: MAY 11, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Re-elect Stephen Harris as Director For For Management 2 Re-elect David Hathorn as Director For For Management 3 Re-elect Andrew King as Director For For Management 4 Re-elect Imogen Mkhize as Director For For Management 5 Re-elect John Nicholas as Director For For Management 6 Re-elect Peter Oswald as Director For For Management 7 Re-elect Fred Phaswana as Director For For Management 8 Re-elect Anne Quinn as Director For For Management 9 Re-elect David Williams as Director For For Management 10 Re-elect Stephen Harris as Member of For For Management the DLC Audit Committee 11 Re-elect John Nicholas as Member of For For Management the DLC Audit Committee 12 Re-elect Anne Quinn as Member of the For For Management DLC Audit Committee 13 Accept Financial Statements and For For Management Statutory Reports for the Year Ended 31 December 2014 14 Approve Remuneration Policy For For Management 15 Approve Remuneration of Non-executive For For Management Directors 16 Approve Final Dividend For For Management 17 Reappoint Deloitte & Touche as For For Management Auditors of the Company and Appoint Shelly Nelson as the Registered Auditor 18 Authorise the DLC Audit Committee to For For Management Fix Remuneration of Auditors 19 Approve Financial Assistance to For For Management Related or Inter-related Company or Corporation 20 Place Authorised but Unissued Ordinary For For Management Shares Under Control of Directors 21 Place Authorised but Unissued Special For For Management Converting Shares Under Control of Directors 22 Authorise Board to Issue Shares for For For Management Cash 23 Authorise Repurchase of Issued Share For For Management Capital 24 Accept Financial Statements and For For Management Statutory Reports 25 Approve Remuneration Report For For Management 26 Approve Final Dividend For For Management 27 Reappoint Deloitte LLP as Auditors For For Management 28 Authorise the DLC Audit Committee to For For Management Fix Remuneration of Auditors 29 Authorise Issue of Equity with For For Management Pre-emptive Rights 30 Authorise Issue of Equity without For For Management Pre-emptive Rights 31 Authorise Market Purchase of Ordinary For For Management Shares -------------------------------------------------------------------------------- MORGAN SINDALL GROUP PLC Ticker: MGNS Security ID: G81560107 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAY 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3 Re-elect Steve Crummett as Director For For Management 4 Re-elect Patrick De Smedt as Director For For Management 5 Re-elect Simon Gulliford as Director For For Management 6 Re-elect Adrian Martin as Director For For Management 7 Re-elect John Morgan as Director For For Management 8 Re-elect Liz Peace as Director For For Management 9 Approve Remuneration Policy For For Management 10 Approve Remuneration Report For For Management 11 Reappoint Deloitte LLP as Auditors For For Management 12 Authorise Board to Fix Remuneration of For For Management Auditors 13 Authorise EU Political Donations and For For Management Expenditure 14 Authorise Issue of Equity with For For Management Pre-emptive Rights 15 Authorise Issue of Equity without For For Management Pre-emptive Rights 16 Authorise Market Purchase of Ordinary For For Management Shares 17 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- MOUNT GIBSON IRON LTD Ticker: MGX Security ID: Q64224100 Meeting Date: NOV 12, 2014 Meeting Type: Annual Record Date: NOV 10, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Alan Jones as Director For For Management 2 Approve the Remuneration Report For For Management 3 Approve the Renewal of the For For Management Proportional Takeover Provisions -------------------------------------------------------------------------------- MS&AD INSURANCE GROUP HOLDINGS Ticker: 8725 Security ID: J4687C105 Meeting Date: JUN 22, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 36 2.1 Elect Director Suzuki, Hisahito For For Management 2.2 Elect Director Karasawa, Yasuyoshi For For Management 2.3 Elect Director Egashira, Toshiaki For For Management 2.4 Elect Director Tsuchiya, Mitsuhiro For For Management 2.5 Elect Director Fujimoto, Susumu For For Management 2.6 Elect Director Fujii, Shiro For For Management 2.7 Elect Director Kanasugi, Yasuzo For For Management 2.8 Elect Director Ui, Junichi For For Management 2.9 Elect Director Watanabe, Akira For For Management 2.10 Elect Director Tsunoda, Daiken For For Management 2.11 Elect Director Ogawa, Tadashi For For Management 2.12 Elect Director Matsunaga, Mari For For Management 3 Appoint Statutory Auditor Miura, For For Management Hiroshi 4 Approve Deep Discount Stock Option Plan For For Management -------------------------------------------------------------------------------- NABTESCO CORP. Ticker: 6268 Security ID: J4707Q100 Meeting Date: JUN 23, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 24 2 Amend Articles to Change Fiscal Year For For Management End 3.1 Elect Director Kotani, Kazuaki For For Management 3.2 Elect Director Mishiro, Yosuke For For Management 3.3 Elect Director Osada, Nobutaka For For Management 3.4 Elect Director Teramoto, Katsuhiro For For Management 3.5 Elect Director Sakai, Hiroaki For For Management 3.6 Elect Director Yoshikawa, Toshio For For Management 3.7 Elect Director Hashimoto, Goro For For Management 3.8 Elect Director Hakoda, Daisuke For For Management 3.9 Elect Director Fujiwara, Yutaka For For Management 3.10 Elect Director Uchida, Norio For For Management 4.1 Appoint Statutory Auditor Onishi, For For Management Takayuki 4.2 Appoint Statutory Auditor Katayama, For For Management Hisao -------------------------------------------------------------------------------- NAGASE & CO., LTD. Ticker: 8012 Security ID: J47270103 Meeting Date: JUN 24, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 15 2 Amend Articles to Amend Provisions on For For Management Director Titles 3.1 Elect Director Nagase, Hiroshi For For Management 3.2 Elect Director Nagase, Reiji For For Management 3.3 Elect Director Asakura, Kenji For For Management 3.4 Elect Director Naba, Mitsuro For For Management 3.5 Elect Director Hanamoto, Hiroshi For For Management 3.6 Elect Director Morishita, Osamu For For Management 3.7 Elect Director Nishiguchi, Yasuo For For Management 3.8 Elect Director Nishi, Hidenori For For Management 3.9 Elect Director Sato, Kohei For For Management 3.10 Elect Director Wakabayashi, Ichiro For For Management 4 Appoint Statutory Auditor Matsuki, For For Management Kenichi 5 Appoint Alternate Statutory Auditor For For Management Miyaji, Hidekado 6 Approve Aggregate Compensation Ceiling For For Management for Directors -------------------------------------------------------------------------------- NAMURA SHIPBUILDING CO. LTD. Ticker: 7014 Security ID: J48345102 Meeting Date: JUN 24, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 20 2.1 Elect Director Namura, Tatsuhiko For For Management 2.2 Elect Director Namura, Kensuke For For Management 2.3 Elect Director Rikitake, Mitsuo For For Management 2.4 Elect Director Ikebe, Yoshihiro For For Management 3 Appoint Alternate Statutory Auditor For For Management Yamamoto, Norio -------------------------------------------------------------------------------- NATIONAL AUSTRALIA BANK LIMITED Ticker: NAB Security ID: Q65336119 Meeting Date: DEC 18, 2014 Meeting Type: Annual Record Date: DEC 16, 2014 # Proposal Mgt Rec Vote Cast Sponsor 2a Elect Ken Henry as Director For For Management 2b Elect David Armstrong as Director For For Management 2c Elect Peeyush Gupta as Director For For Management 2d Elect Geraldine McBride as Director For For Management 3 Approve the Remuneration Report For For Management 4 Approve the Grant of Performance For For Management Rights to Andrew G. Thorburn, Group Chief Executive Officer and Managing Director of the Company -------------------------------------------------------------------------------- NATIONAL EXPRESS GROUP PLC Ticker: NEX Security ID: G6374M109 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAY 04, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Policy For For Management 3 Approve Remuneration Report For For Management 4 Approve Final Dividend For For Management 5 Re-elect Sir John Armitt as Director For For Management 6 Elect Matthew Ashley as Director For For Management 7 Re-elect Joaquin Ayuso as Director For For Management 8 Re-elect Jorge Cosmen as Director For For Management 9 Re-elect Dean Finch as Director For For Management 10 Re-elect Jane Kingston as Director For For Management 11 Re-elect Chris Muntwyler as Director For For Management 12 Re-elect Elliot (Lee) Sander as For For Management Director 13 Reappoint Deloitte LLP as Auditors For For Management 14 Authorise Board to Fix Remuneration of For For Management Auditors 15 Approve Long Term Incentive Plan For For Management 16 Authorise Issue of Equity with For For Management Pre-emptive Rights 17 Approve EU Political Donations and For For Management Expenditure 18 Approve Increase in the Maximum For For Management Aggregate Fees Payable to Directors 19 Authorise Issue of Equity without For For Management Pre-emptive Rights 20 Authorise Market Purchase of Ordinary For For Management Shares 21 Authorise the Company to Call EGM with For For Management Two Weeks' Notice 22 Authorise Independent Assessment of Against For Shareholder the Business' Response to the Historic Allegations Made by the Teamsters Union in the US -------------------------------------------------------------------------------- NCC AB Ticker: NCC B Security ID: W5691F104 Meeting Date: MAR 24, 2015 Meeting Type: Annual Record Date: MAR 18, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Elect Chairman of Meeting For For Management 3 Prepare and Approve List of For For Management Shareholders 4 Approve Agenda of Meeting For For Management 5 Designate Inspector(s) of Minutes of For For Management Meeting 6 Acknowledge Proper Convening of Meeting For For Management 7 Receive Financial Statements and None None Management Statutory Reports 8 Receive President's Report; Receive None None Management Board's Report 9 Accept Financial Statements and For For Management Statutory Reports 10 Approve Allocation of Income and For For Management Dividends of SEK 12 Per Share 11 Approve Discharge of Board and For For Management President 12 Determine Number of Directors (7) and For For Management Deputy Directors (0) of Board 13 Approve Remuneration of Directors in For For Management the Amount of SEK 1.1 Million for Chairman and SEK 500,000 for Other Directors; Approve Remuneration of Auditors 14 Reelect Tomas Billing (Chairman), Ulla For For Management Litzen, Christoph Vitzthum, Olof Johansson, Sven-Olof Johansson, Carina Edblad, and Viveca Ax:son Johnson as Directors 15 Ratify Ernst & Young as Auditors For For Management 16 Reelect Viveca Ax:son Johnson For For Management (Chairman), Marianne Nilsson, and Johan Strandberg as Members of Nominating Committee 17 Approve Remuneration Policy And Other For For Management Terms of Employment For Executive Management 18 Approve LTI 2015; Authorize Repurchase For Against Management and Reissuance of Shares in Connection with Incentive Plan 19 Amend Article of Association to the None Against Shareholder Effect that Class A Shares and Class B Shares Carry One Vote 20 Instruct the Board of Directors to None Against Shareholder Write to the Swedish Government About a Proposal to Set up a Committee Concerning the Change of the Swedish Companies Act 21 Establish a Policy Concerning Zero None Against Shareholder Tolerance for Workplace Accidents 22 Instruct the Board to Set up a None Against Shareholder Committee to Ensure Follow-Up on the Issue of Workplace Accidents 23 Instruct the Board to Set up a None Against Shareholder Shareholders Association of NCC AB 24 Other Business None None Management -------------------------------------------------------------------------------- NCC AB Ticker: NCC B Security ID: W5691F112 Meeting Date: MAR 24, 2015 Meeting Type: Annual Record Date: MAR 18, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Elect Chairman of Meeting For For Management 3 Prepare and Approve List of For For Management Shareholders 4 Approve Agenda of Meeting For For Management 5 Designate Inspector(s) of Minutes of For For Management Meeting 6 Acknowledge Proper Convening of Meeting For For Management 7 Receive Financial Statements and None None Management Statutory Reports 8 Receive President's Report; Receive None None Management Board's Report 9 Accept Financial Statements and For For Management Statutory Reports 10 Approve Allocation of Income and For For Management Dividends of SEK 12 Per Share 11 Approve Discharge of Board and For For Management President 12 Determine Number of Directors (7) and For For Management Deputy Directors (0) of Board 13 Approve Remuneration of Directors in For For Management the Amount of SEK 1.1 Million for Chairman and SEK 500,000 for Other Directors; Approve Remuneration of Auditors 14 Reelect Tomas Billing (Chairman), Ulla For For Management Litzen, Christoph Vitzthum, Olof Johansson, Sven-Olof Johansson, Carina Edblad, and Viveca Ax:son Johnson as Directors 15 Ratify Ernst & Young as Auditors For For Management 16 Reelect Viveca Ax:son Johnson For For Management (Chairman), Marianne Nilsson, and Johan Strandberg as Members of Nominating Committee 17 Approve Remuneration Policy And Other For For Management Terms of Employment For Executive Management 18 Approve LTI 2015; Authorize Repurchase For Against Management and Reissuance of Shares in Connection with Incentive Plan 19 Amend Article of Association to the None Against Shareholder Effect that Class A Shares and Class B Shares Carry One Vote 20 Instruct the Board of Directors to None Against Shareholder Write to the Swedish Government About a Proposal to Set up a Committee Concerning the Change of the Swedish Companies Act 21 Establish a Policy Concerning Zero None Against Shareholder Tolerance for Workplace Accidents 22 Instruct the Board to Set up a None Against Shareholder Committee to Ensure Follow-Up on the Issue of Workplace Accidents 23 Instruct the Board to Set up a None Against Shareholder Shareholders Association of NCC AB 24 Other Business None None Management -------------------------------------------------------------------------------- NESTLE SA Ticker: NESN Security ID: H57312649 Meeting Date: APR 16, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1.1 Accept Financial Statements and For For Management Statutory Reports 1.2 Approve Remuneration Report For For Management (Non-binding) 2 Approve Discharge of Board and Senior For For Management Management 3 Approve Allocation of Income and For For Management Dividends of CHF 2.20 per Share 4.1a Reelect Peter Brabeck-Letmathe as For For Management Director 4.1b Reelect Paul Bulcke as Director For For Management 4.1c Reelect Andreas Koopmann as Director For For Management 4.1d Reelect Beat Hess as Director For For Management 4.1e Reelect Daniel Borel as Director For For Management 4.1f Reelect Steven G. Hoch as Director For For Management 4.1g Reelect Naina Lal Kidwai as Director For For Management 4.1h Reelect Jean-Pierre Roth as Director For For Management 4.1i Reelect Ann M. Veneman as Director For For Management 4.1j Reelect Henri de Castries as Director For For Management 4.1k Reelect Eva Cheng as Director For For Management 4.2.1 Elect Ruth Khasaya Oniang'o as Director For For Management 4.2.2 Elect Patrick Aebischer as Director For For Management 4.2.3 Elect Renato Fassbind as Director For For Management 4.3 Elect Peter Brabeck-Letmathe as Board For For Management Chairman 4.4.1 Appoint Beat Hess as Member of the For For Management Compensation Committee 4.4.2 Appoint Daniel Borel as Member of the For For Management Compensation Committee 4.4.3 Appoint Andreas Koopmann as Member of For For Management the Compensation Committee 4.4.4 Appoint Jean-Pierre Roth as Member of For For Management the Compensation Committee 4.5 Ratify KPMG SA as Auditors For For Management 4.6 Designate Hartmann Dreyer as For For Management Independent Proxy 5.1 Approve Maximum Remuneration of Board For For Management of Directors in the Amount of CHF 11 Million 5.2 Approve Maximum Remuneration of For For Management Executive Committee in the Amount of CHF 60 Million 6 Approve CHF 3.6 Million Reduction in For For Management Share Capital via Cancellation of Repurchased Shares 7 Transact Other Business (Voting) For Against Management -------------------------------------------------------------------------------- NEW ZEALAND OIL & GAS LIMITED Ticker: NZO Security ID: Q67650103 Meeting Date: NOV 04, 2014 Meeting Type: Annual Record Date: NOV 02, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Authorize the Board to Fix For For Management Remuneration of the Auditors 2 Elect Peter Griffiths as Director For For Management 3 Elect Rosalind Archer as Director For For Management 4 Elect Duncan Saville as Director For For Management -------------------------------------------------------------------------------- NEW ZEALAND OIL & GAS LIMITED Ticker: NZO Security ID: Q67650103 Meeting Date: DEC 19, 2014 Meeting Type: Special Record Date: DEC 17, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve the Scheme of Arrangement in For For Management Relation to the Return of Capital -------------------------------------------------------------------------------- NICE HOLDINGS INC. Ticker: 8089 Security ID: J4919N101 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 4 2.1 Elect Director Hirata, Koichiro For Against Management 2.2 Elect Director Higurashi, Kiyoshi For Against Management 2.3 Elect Director Kurasako, Masuzo For For Management 2.4 Elect Director Sugita, Masayuki For For Management 2.5 Elect Director Ono, Hiroshi For For Management 2.6 Elect Director Hirata, Junichiro For For Management 2.7 Elect Director Kogure, Hiro For For Management 2.8 Elect Director Katsumata, Kiyotoshi For For Management 2.9 Elect Director Ohira, Koji For For Management 2.10 Elect Director Yokota, Suminori For For Management 3.1 Appoint Statutory Auditor Takashima, For For Management Akio 3.2 Appoint Statutory Auditor Takada, For For Management Hisashi 3.3 Appoint Statutory Auditor Watanabe, For For Management Naoki -------------------------------------------------------------------------------- NIDEC CORP. Ticker: 6594 Security ID: J52968104 Meeting Date: JUN 23, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Nagamori, Shigenobu For For Management 1.2 Elect Director Kobe, Hiroshi For For Management 1.3 Elect Director Katayama, Mikio For For Management 1.4 Elect Director Kure, Bunsei For For Management 1.5 Elect Director Sato, Akira For For Management 1.6 Elect Director Miyabe, Toshihiko For For Management 1.7 Elect Director Hamada, Tadaaki For For Management 1.8 Elect Director Yoshimatsu, Masuo For For Management 1.9 Elect Director Hayafune, Kazuya For For Management 1.10 Elect Director Otani, Toshiaki For For Management 1.11 Elect Director Tahara, Mutsuo For For Management 1.12 Elect Director Ido, Kiyoto For For Management 1.13 Elect Director Ishida, Noriko For Against Management 2.1 Appoint Statutory Auditor Tanabe, For For Management Ryuichi 2.2 Appoint Statutory Auditor Narumiya, For For Management Osamu 3.1 Appoint Alternate Statutory Auditor For For Management Ono, Susumu 3.2 Appoint Alternate Statutory Auditor For For Management Suematsu, Chihiro -------------------------------------------------------------------------------- NIKON CORP. Ticker: 7731 Security ID: 654111103 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 22 2 Amend Articles to Change Location of For For Management Head Office 3.1 Elect Director Kimura, Makoto For For Management 3.2 Elect Director Ushida, Kazuo For For Management 3.3 Elect Director Ito, Junichi For For Management 3.4 Elect Director Okamoto, Yasuyuki For For Management 3.5 Elect Director Oki, Hiroshi For For Management 3.6 Elect Director Honda, Takaharu For For Management 3.7 Elect Director Hamada, Tomohide For For Management 3.8 Elect Director Masai, Toshiyuki For For Management 3.9 Elect Director Matsuo, Kenji For For Management 3.10 Elect Director Higuchi, Kokei For For Management 4.1 Appoint Statutory Auditor Hashizume, For For Management Norio 4.2 Appoint Statutory Auditor Uehara, For Against Management Haruya 4.3 Appoint Statutory Auditor Hataguchi, For For Management Hiroshi 5 Approve Annual Bonus Payment to For For Management Directors 6 Approve Equity Compensation Plan For For Management -------------------------------------------------------------------------------- NIPPON ACCOMMODATIONS FUND INC. Ticker: 3226 Security ID: J52066107 Meeting Date: MAY 19, 2015 Meeting Type: Special Record Date: FEB 28, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles to Authorize Unit For For Management Buybacks - Amend Permitted Investment Types - Amend Dividend Payout Policy to Reflect Tax Reform 2.1 Elect Executive Director Tobari, Nobumi For For Management 2.2 Elect Executive Director Ikura, For For Management Tateyuki 3.1 Appoint Supervisory Director Sodeyama, For For Management Hiroyuki 3.2 Appoint Supervisory Director Ota, For For Management Tsunehisa 3.3 Appoint Supervisory Director Saito, For For Management Hiroaki -------------------------------------------------------------------------------- NIPPON BEET SUGAR MFG. CO. LTD. Ticker: 2108 Security ID: J52043106 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 5 2.1 Appoint Statutory Auditor Moriyama, For For Management Eiji 2.2 Appoint Statutory Auditor Oki, Ariyasu For For Management 2.3 Appoint Statutory Auditor Futamura, For Against Management Takafumi 3 Appoint Alternate Statutory Auditor For For Management Masumoto, Yoshitake -------------------------------------------------------------------------------- NIPPON FLOUR MILLS CO. LTD. Ticker: 2001 Security ID: J53591111 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 6 2.1 Elect Director Sawada, Hiroshi For For Management 2.2 Elect Director Amano, Tatsuo For For Management 2.3 Elect Director Kondo, Masayuki For For Management 2.4 Elect Director Matsui, Hiroyuki For For Management 2.5 Elect Director Sekine, Noboru For For Management 2.6 Elect Director Horiuchi, Toshifumi For For Management 2.7 Elect Director Maezuru, Toshiya For For Management 3 Appoint Statutory Auditor Kiyoto, For For Management Takafumi -------------------------------------------------------------------------------- NIPPON LIGHT METAL HOLDINGS COMPANY, LTD. Ticker: 5703 Security ID: J5470A107 Meeting Date: JUN 24, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 5 2.1 Elect Director Ishiyama, Takashi For For Management 2.2 Elect Director Okamoto, Ichiro For For Management 2.3 Elect Director Murakami, Toshihide For For Management 2.4 Elect Director Okamoto, Yasunori For For Management 2.5 Elect Director Shimizu, Mikio For For Management 2.6 Elect Director Imasu, Masao For For Management 2.7 Elect Director Yamamoto, Hiroshi For For Management 2.8 Elect Director Ueno, Koji For For Management 2.9 Elect Director Hiruma, Hiroyasu For For Management 2.10 Elect Director Hamamura, Shozo For For Management 2.11 Elect Director Ono, Masato For For Management 2.12 Elect Director Hayashi, Ryoichi For For Management 3 Appoint Statutory Auditor Fukui, Koji For For Management -------------------------------------------------------------------------------- NIPPON PAPER INDUSTRIES CO., LTD. Ticker: 3863 Security ID: J28583169 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 30 2.1 Elect Director Haga, Yoshio For For Management 2.2 Elect Director Manoshiro, Fumio For For Management 2.3 Elect Director Marukawa, Shuhei For For Management 2.4 Elect Director Yamasaki, Kazufumi For For Management 2.5 Elect Director Utsumi, Akihiro For For Management 2.6 Elect Director Nozawa, Toru For For Management 2.7 Elect Director Fujimori, Hirofumi For For Management 2.8 Elect Director Aoyama, Yoshimitsu For For Management 3 Approve Takeover Defense Plan (Poison For Against Management Pill) -------------------------------------------------------------------------------- NIPPON ROAD CO. LTD. Ticker: 1884 Security ID: J55397103 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Miyoshi, Takeo For For Management 1.2 Elect Director Yamaguchi, Norio For For Management 1.3 Elect Director Hisamatsu, Hiromi For For Management 1.4 Elect Director Hidaka, Toru For For Management 1.5 Elect Director Hatakeyama, Osamu For For Management 1.6 Elect Director Shimizu, Tomoki For For Management 1.7 Elect Director Takeuchi, Akira For For Management 2.1 Appoint Statutory Auditor Shimoda, For For Management Yoshiaki 2.2 Appoint Statutory Auditor Kurihara, For Against Management Toshiaki -------------------------------------------------------------------------------- NIPPON STEEL & SUMIKIN BUSSAN Ticker: 9810 Security ID: J5593N101 Meeting Date: JUN 23, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 6 2 Amend Articles to Indemnify Directors For For Management - Indemnify Statutory Auditors 3.1 Elect Director Hiwatari, Kenji For Against Management 3.2 Elect Director Tamagawa, Akio For For Management 3.3 Elect Director Shimotori, Etsuo For For Management 3.4 Elect Director Kurita, Keiji For For Management 3.5 Elect Director Takeda, Masaharu For For Management 3.6 Elect Director Uemura, Akio For For Management 3.7 Elect Director Nomura, Yuichi For For Management 3.8 Elect Director Miyasaka, Ichiro For For Management 3.9 Elect Director Shono, Hiroshi For For Management 3.10 Elect Director Nakamura, Eiichi For For Management 4 Appoint Statutory Auditor Takegoshi, For Against Management Toru -------------------------------------------------------------------------------- NIPPON TELEGRAPH & TELEPHONE CORP. Ticker: 9432 Security ID: J59396101 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 90 2 Amend Articles to Enable the Company For For Management to Pay Dividends to Holders of Non-voting Common Shares - Indemnify Directors - Indemnify Statutory Auditors 3 Elect Director Hiroi, Takashi For For Management 4.1 Appoint Statutory Auditor Kosaka, For For Management Kiyoshi 4.2 Appoint Statutory Auditor Ide, Akiko For For Management 4.3 Appoint Statutory Auditor Tomonaga, For Against Management Michiko 4.4 Appoint Statutory Auditor Ochiai, For Against Management Seiichi 4.5 Appoint Statutory Auditor Iida, Takashi For Against Management -------------------------------------------------------------------------------- NIPRO CORP. Ticker: 8086 Security ID: J56655103 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 14.5 2 Amend Articles to Indemnify Directors For For Management - Indemnify Statutory Auditors 3.1 Elect Director Yogo, Takehito For For Management 3.2 Elect Director Omizu, Minako For For Management 4.1 Appoint Statutory Auditor Nomiya, For For Management Takayuki 4.2 Appoint Statutory Auditor Irie, For For Management Kazumichi 4.3 Appoint Statutory Auditor Hasegawa, For For Management Masayoshi 5 Appoint Alternate Statutory Auditor For For Management Yanagase, Shigeru -------------------------------------------------------------------------------- NISSHIN OILLIO GROUP LTD Ticker: 2602 Security ID: J57719122 Meeting Date: JUN 25, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 5 2.1 Elect Director Imamura, Takao For Against Management 2.2 Elect Director Seto, Akira For For Management 2.3 Elect Director Ishigami, Takashi For For Management 2.4 Elect Director Fujii, Takashi For For Management 2.5 Elect Director Ogami, Hidetoshi For For Management 2.6 Elect Director Yoshida, Nobuaki For For Management 2.7 Elect Director Kuno, Takahisa For For Management 2.8 Elect Director Narusawa, Takashi For For Management 2.9 Elect Director Uehara, Toshio For For Management 3.1 Appoint Statutory Auditor Kayanoma, For For Management Shoji 3.2 Appoint Statutory Auditor Araya, For For Management Kenichi 4 Appoint Alternate Statutory Auditor For For Management Matsumura, Tatsuhiko -------------------------------------------------------------------------------- NISSIN CORP. Ticker: 9066 Security ID: J57977100 Meeting Date: JUN 24, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles to Abolish Board For For Management Structure with Statutory Auditors - Adopt Board Structure with Audit Committee - Authorize Directors to Execute Day to Day Operations without Full Board Approval - Increase Maximum Board Size - Indemnify Directors 2.1 Elect Director Tsutsui, Hiroshi For For Management 2.2 Elect Director Tsutsui, Masahiro For For Management 2.3 Elect Director Watanabe, Junichiro For For Management 2.4 Elect Director Sakurai, Hideto For For Management 2.5 Elect Director Akao, Yoshio For For Management 2.6 Elect Director Masuda, Kenjiro For For Management 2.7 Elect Director Nakagome, Toshiyoshi For For Management 2.8 Elect Director Okuaki, Masahisa For For Management 2.9 Elect Director Tsutsui, Masataka For For Management 2.10 Elect Director Ishiyama, Tomonao For For Management 3.1 Elect Director and Audit Committee For Against Management Member Fujine, Tsuyoshi 3.2 Elect Director and Audit Committee For Against Management Member Kobayashi, Sadao 3.3 Elect Director and Audit Committee For For Management Member Takeda, Osamu 4 Approve Aggregate Compensation Ceiling For For Management for Directors Who Are Not Audit Committee Members 5 Approve Aggregate Compensation Ceiling For For Management for Directors Who Are Audit Committee Members 6 Approve Annual Bonus Payment to For For Management Directors -------------------------------------------------------------------------------- NISSIN KOGYO Ticker: 7230 Security ID: J58074105 Meeting Date: JUN 12, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles to Indemnify Directors For For Management - Indemnify Statutory Auditors 2.1 Elect Director Okawara, Eiji For For Management 2.2 Elect Director Yanagisawa, Hideaki For For Management 2.3 Elect Director Tamai, Naotoshi For For Management 2.4 Elect Director Takei, Junya For For Management 2.5 Elect Director Terada, Kenji For For Management 2.6 Elect Director Shimizu, Kenji For For Management 2.7 Elect Director Sato, Kazuya For For Management 2.8 Elect Director Ichikawa, Yuichi For For Management 2.9 Elect Director Shinohara, Takayoshi For For Management 2.10 Elect Director Miyashita, Jiro For For Management 3.1 Appoint Statutory Auditor Sakashita, For For Management Kiyoshi 3.2 Appoint Statutory Auditor Horiuchi, For For Management Makoto 4 Approve Annual Bonus Payment to For For Management Directors and Statutory Auditors -------------------------------------------------------------------------------- NOKIA CORP. Ticker: NOK1V Security ID: X61873133 Meeting Date: MAY 05, 2015 Meeting Type: Annual Record Date: APR 22, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Call the Meeting to Order None None Management 3 Designate Inspector or Shareholder For For Management Representative(s) of Minutes of Meeting 4 Acknowledge Proper Convening of Meeting For For Management 5 Prepare and Approve List of For For Management Shareholders 6 Receive Financial Statements and None None Management Statutory Reports 7 Accept Financial Statements and For For Management Statutory Reports 8 Approve Allocation of Income and For For Management Dividends of EUR 0.14 Per Share 9 Approve Discharge of Board and For For Management President 10 Approve Remuneration of Directors in For For Management the Amount of EUR 440,000 for Chairman, EUR 150,000 for Vice Chairman, and EUR 130,000 for Other Directors 11 Fix Number of Directors at Eight For For Management 12 Reelect Vivek Badrinath, Bruce Brown, For For Management Elizabeth Doherty, Jouko Karvinen, Elizabeth Nelson, Risto Siilasmaa, and Kari Stadigh as Directors; Elect Simon Jiang as New Director 13 Approve Remuneration of Auditors For For Management 14 Ratify PricewaterhouseCoopers as For For Management Auditors 15 Authorize Share Repurchase Program For For Management 16 Approve Issuance of up to 730 Million For For Management Shares without Preemptive Rights 17 Close Meeting None None Management -------------------------------------------------------------------------------- NOMURA REAL ESTATE HOLDINGS, INC. Ticker: 3231 Security ID: J5893B104 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 25 2 Amend Articles to Amend Business Lines For For Management - Abolish Board Structure with Statutory Auditors - Adopt Board Structure with Audit Committee - Increase Maximum Board Size - Authorize Board to Determine Income Allocation 3.1 Elect Director Nakai, Kamezo For For Management 3.2 Elect Director Kutsukake, Eiji For For Management 3.3 Elect Director Miyajima, Seiichi For For Management 3.4 Elect Director Seki, Toshiaki For For Management 3.5 Elect Director Kimura, Hiroyuki For For Management 3.6 Elect Director Yoshida, Yuko For For Management 3.7 Elect Director Matsushima, Shigeru For For Management 3.8 Elect Director Shinohara, Satoko For For Management 4.1 Elect Director and Audit Committee For For Management Member Orihara, Takao 4.2 Elect Director and Audit Committee For For Management Member Fujitani, Shigeki 4.3 Elect Director and Audit Committee For For Management Member Ogishi, Satoshi 4.4 Elect Director and Audit Committee For For Management Member Yamate, Akira 4.5 Elect Director and Audit Committee For For Management Member Ono, Akira 5 Approve Aggregate Compensation Ceiling For For Management and Deep Discount Stock Option Plan for Directors Who Are Not Audit Committee Members 6 Approve Aggregate Compensation Ceiling For For Management for Directors Who Are Audit Committee Members -------------------------------------------------------------------------------- NORITAKE CO. LTD. Ticker: 5331 Security ID: J59052118 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Tanemura, Hitoshi For Against Management 1.2 Elect Director Ogura, Tadashi For Against Management 1.3 Elect Director Nakagawa, Masahiro For For Management 1.4 Elect Director Ogura, Hisaya For For Management 1.5 Elect Director Mabuchi, Yoshitaka For For Management 1.6 Elect Director Kato, Hiroshi For For Management 1.7 Elect Director Kato, Kozo For For Management 1.8 Elect Director Yamada, Kosaku For For Management 1.9 Elect Director Komori, Tetsuo For For Management 2 Appoint Statutory Auditor Aoki, Satoshi For For Management 3 Approve Retirement Bonuses and Special For Against Management Payments Related to Retirement Bonus System Abolition -------------------------------------------------------------------------------- NORSTAR HOLDINGS INC. Ticker: NSTR Security ID: P7311Y107 Meeting Date: OCT 07, 2014 Meeting Type: Annual/Special Record Date: SEP 08, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Compensation of Chaim Katzman, For For Management Chairman, Dor (Dori) Joseph Segal, Vice-Chairman and Bat-Ami (Sonya) Katzman, Director 2 Reissue Letters of Commitment to For For Management Indemnify Chaim Katzman, Chairman, Dor (Dori) Joseph Segal, Vice-Chairman and Bat-Ami (Sonya) Katzman, Director 3 Discuss Financial Statements and the None None Management Report of the Board for 2013 4 Reappoint Kost Forer Gabbay & Kasierer For For Management as Auditors and Authorize Board to Fix Their Remuneration 5.1 Reelect Dor (Dori) Joseph Segal, For For Management Vice-Chairman, as Director 5.2 Reelect Bat-Ami (Sonya) Katzman as For For Management Director 6 Reelect Aviad Armoni as External For For Management Director for an Additional Three Year Term A Vote FOR if you are a controlling None Against Management shareholder or have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager B2 If you are a Senior Officer as defined None For Management in Section 37(D) of the Securities Law, 1968, vote FOR. Otherwise, vote against. B3 If you are an Institutional Investor None Against Management as defined in Regulation 1 of the Supervision Financial Services Regulations 2009 or a Manager of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994, vote FOR. Otherwise, vote against. -------------------------------------------------------------------------------- NORSTAR HOLDINGS INC. Ticker: NSTR Security ID: P7311Y107 Meeting Date: OCT 22, 2014 Meeting Type: Special Record Date: SEP 08, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Reissue Letters of Commitment to For For Management Indemnify Chaim Katzman, Chairman 1.2 Reissue Letters of Commitment to For For Management Indemnify Dor (Dori) Joseph Segal, Vice-Chairman 1.3 Reissue Letters of Commitment to For For Management Indemnify Bat-Ami (Sonya) Katzman, Director A Vote FOR if you are a controlling None Against Management shareholder or have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager B2 If you are a Senior Officer as defined None Against Management in Section 37(D) of the Securities Law, 1968, vote FOR. Otherwise, vote against. B3 If you are an Institutional Investor None For Management as defined in Regulation 1 of the Supervision Financial Services Regulations 2009 or a Manager of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994, vote FOR. Otherwise, vote against. -------------------------------------------------------------------------------- NOS SGPS SA Ticker: PTA Security ID: X5S8LH105 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: APR 28, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Individual and Consolidated For For Management Financial Statements and Statutory Reports 2 Approve Allocation of Income and For For Management Dividends 3 Approve Discharge of Management and For For Management Supervisory Boards 4 Approve Remuneration Policy For For Management 5 Authorize Repurchase and Reissuance of For For Management Shares 6 Authorize Repurchase and Reissuance of For For Management Debt Instruments -------------------------------------------------------------------------------- NOVARTIS AG Ticker: NOVN Security ID: H5820Q150 Meeting Date: FEB 27, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Discharge of Board and Senior For For Management Management 3 Approve Allocation of Income and For For Management Dividends of CHF 2.60 per Share 4 Approve CHF 14.6 Million Reduction in For For Management Share Capital via Cancellation of Repurchased Shares 5 Amend Articles Re: Ordinance Against For For Management Excessive Remuneration at Listed Companies 6.1 Approve Maximum Remuneration of Board For For Management of Directors in the Amount of CHF 7.7 Million 6.2 Approve Maximum Remuneration of For For Management Executive Committee in the Amount of CHF 84 Million 6.3 Approve Remuneration Report For For Management 7.1 Reelect Joerg Reinhardt as Director For For Management and Board Chairman 7.2 Reelect Dimitri Azar as Director For For Management 7.3 Reelect Verena Briner as Director For For Management 7.4 Reelect Srikant Datar as Director For For Management 7.5 Reelect Ann Fudge as Director For For Management 7.6 Reelect Pierre Landolt as Director For For Management 7.7 Reelect Andreas von Planta as Director For For Management 7.8 Reelect Charles Sawyers as Director For For Management 7.9 Reelect Enrico Vanni as Director For For Management 7.10 Reelect William Winters as Director For For Management 7.11 Elect Nancy Andrews as Director For For Management 8.1 Appoint Srikant Datar as Member of the For For Management Compensation Committee 8.2 Appoint Ann Fudge as Member of the For For Management Compensation Committee 8.3 Appoint Enrico Vanni as Member of the For For Management Compensation Committee 8.4 Appoint William Winters as Member of For For Management the Compensation Committee 9 Ratify PricewaterhouseCoopers AG as For For Management Auditors 10 Designate Peter Zahn as Independent For For Management Proxy 11 Transact Other Business (Voting) For Against Management -------------------------------------------------------------------------------- NOVARTIS AG Ticker: NOVN Security ID: H5820Q150 Meeting Date: FEB 27, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Discharge of Board and Senior For For Management Management 3 Approve Allocation of Income and For For Management Dividends of CHF 2.60 per Share 4 Approve CHF 14.6 Million Reduction in For For Management Share Capital via Cancellation of Repurchased Shares 5 Amend Articles Re: Ordinance Against For Abstain Management Excessive Remuneration at Listed Companies 6.1 Approve Maximum Remuneration of Board For For Management of Directors in the Amount of CHF 7.7 Million 6.2 Approve Maximum Remuneration of For For Management Executive Committee in the Amount of CHF 84 Million 6.3 Approve Remuneration Report For Abstain Management 7.1 Reelect Joerg Reinhardt as Director For For Management and Board Chairman 7.2 Reelect Dimitri Azar as Director For For Management 7.3 Reelect Verena Briner as Director For For Management 7.4 Reelect Srikant Datar as Director For For Management 7.5 Reelect Ann Fudge as Director For For Management 7.6 Reelect Pierre Landolt as Director For For Management 7.7 Reelect Andreas von Planta as Director For For Management 7.8 Reelect Charles Sawyers as Director For For Management 7.9 Reelect Enrico Vanni as Director For For Management 7.10 Reelect William Winters as Director For For Management 7.11 Elect Nancy Andrews as Director For For Management 8.1 Appoint Srikant Datar as Member of the For For Management Compensation Committee 8.2 Appoint Ann Fudge as Member of the For For Management Compensation Committee 8.3 Appoint Enrico Vanni as Member of the For For Management Compensation Committee 8.4 Appoint William Winters as Member of For For Management the Compensation Committee 9 Ratify PricewaterhouseCoopers AG as For For Management Auditors 10 Designate Peter Zahn as Independent For For Management Proxy 11 Transact Other Business (Voting) For Abstain Management -------------------------------------------------------------------------------- NOVO NORDISK A/S Ticker: NOVO B Security ID: K72807132 Meeting Date: MAR 19, 2015 Meeting Type: Annual Record Date: MAR 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Report of Board None None Management 2 Accept Financial Statements and For Did Not Vote Management Statutory Reports for 2014 3.1 Approve Remuneration of Directors for For Did Not Vote Management 2014 3.2 Approve Remuneration of Directors for For Did Not Vote Management 2015 4 Approve Allocation of Income and For Did Not Vote Management Dividends of DKK 5.00 Per Share 5.1 Elect Goran Ando as Director and For Did Not Vote Management Chairman 5.2 Elect Jeppe Christiansen as Director For Did Not Vote Management and Deputy Chairman 5.3a Elect Bruno Angelici as Director For Did Not Vote Management 5.3b Elect Sylvie Gregoire as Director For Did Not Vote Management 5.3c Elect Liz Hewitt as Director For Did Not Vote Management 5.3d Elect Thomas Koestler as Director For Did Not Vote Management 5.3e Elect Eivind Kolding as Director For Did Not Vote Management 5.3f Elect Mary Szela as Director For Did Not Vote Management 6 Ratify PricewaterhouseCooper as For Did Not Vote Management Auditors 7.1 Approve Reduction in Share Capital For Did Not Vote Management 7.2 Authorize Share Repurchase Program For Did Not Vote Management 7.3 Amend Articles Re: Distribution of For Did Not Vote Management Extraordinary Dividends 7.4 Approve Revised Remuneration Principles For Did Not Vote Management 8 Other Business None None Management -------------------------------------------------------------------------------- NRW HOLDINGS LTD. Ticker: NWH Security ID: Q6951V109 Meeting Date: NOV 25, 2014 Meeting Type: Annual Record Date: NOV 23, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Michael Arnett as Director For For Management 2 Elect John Cooper as Director For For Management 3 Approve the Remuneration Report None For Management 4 Approve the Grant of Up to 2.02 For For Management Million Performance Rights to Julian Pemberton, Chief Executive Officer and Managing Director of the Company -------------------------------------------------------------------------------- NSI NV Ticker: NSI Security ID: N6325K105 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: APR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Receive Report of Management Board None None Management (Non-Voting) 3a Receive Report of Supervisory Board None None Management (Non-Voting) 3b Discuss Remuneration Report Containing None None Management Remuneration Policy for Management Board Members 4 Adopt Financial Statements and For For Management Statutory Reports 5 Approve Dividends of EUR 0.25 Per Share For For Management 6 Approve Discharge of Management Board For For Management 7 Approve Discharge of Supervisory Board For For Management 8a Grant Board Authority to Issue Shares For For Management Up To 10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger 8b Authorize Board to Exclude Preemptive For For Management Rights from Share Issuances 8c Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 9 Outlook 2015 None None Management 10 Allow Questions None None Management 11 Close Meeting None None Management -------------------------------------------------------------------------------- NV BEKAERT SA Ticker: BEKB Security ID: B6346B111 Meeting Date: APR 09, 2015 Meeting Type: Special Record Date: MAR 26, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Authorize Board to Repurchase Shares For Against Management in the Event of a Serious and Imminent Harm 2 Authorize Reissuance of Repurchased For For Management Shares 3 Insert Transitional Provision in For Against Management Bylaws Re: Applicability and Expiry of Former Repurchase Authority Following Item 1 -------------------------------------------------------------------------------- NYRSTAR NV Ticker: NYR Security ID: B6372M106 Meeting Date: DEC 04, 2014 Meeting Type: Special Record Date: NOV 20, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Change-of-Control Clause Re : For For Management Comprehensive Strategic Financing -------------------------------------------------------------------------------- NYRSTAR NV Ticker: NYR Security ID: B6372M106 Meeting Date: APR 29, 2015 Meeting Type: Annual Record Date: APR 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Directors' and Auditors' None None Management Reports Re: Financial Statements 2 Approve Financial Statements and For For Management Allocation of Income 3 Receive Directors' and Auditors' None None Management Reports Re: Consolidated Financial Statements 4 Receive Consolidated Financial None None Management Statements and Statutory Reports (Non-Voting) 5 Approve Discharge of Directors For For Management 6 Approve Discharge of Auditors For For Management 7 Approve Remuneration Report For Against Management 8 Ratify Deloitte as Auditors and For For Management Approve Auditors' Remuneration 9a Elect Christopher Cox as Non-Executive For For Shareholder Director 9b Elect Martyn Konig as Independent Against Against Shareholder Director 10 Reelect Karel Vinck as Director For For Shareholder -------------------------------------------------------------------------------- OESTERREICHISCHE POST AG Ticker: POST Security ID: A6191J103 Meeting Date: APR 15, 2015 Meeting Type: Annual Record Date: APR 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports (Non-Voting) 2 Approve Allocation of Income For For Management 3 Approve Discharge of Management Board For For Management 4 Approve Discharge of Supervisory Board For For Management 5 Approve Remuneration of Supervisory For For Management Board Members 6 Ratify KPMG Austria GmbH as Auditors For For Management 7.1 Elect Erich Hampel as Supervisory For For Management Board Member 7.2 Elect Edith Hlawati as Supervisory For For Management Board Member 7.3 Elect Peter E. Kruse as Supervisory For For Management Board Member 7.4 Elect Chris E. Muntwyler as For For Management Supervisory Board Member 7.5 Elect Markus Pichler as Supervisory For For Management Board Member 7.6 Elect Elisabeth Stadler as Supervisory For For Management Board Member 7.7 Elect Edeltraud Stiftinger as For For Management Supervisory Board Member 7.8 Elect Herta Stockbauer Supervisory For For Management Board Member 8 Amend Articles Re: Corporate Purpose, For For Management Supervisory Board Composition and Meetings 9 Approve Creation of EUR 33.8 Million For For Management Capital Pool without Preemptive Rights 10 Authorize Share Repurchase Program and For For Management Reissuance or Cancellation of Repurchased Shares 11 Approve Issuance of Warrants/Bonds For For Management with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 250 Million 12 Approve Creation of EUR 16.9 Million For For Management Pool of Capital to Guarantee Conversion Rights -------------------------------------------------------------------------------- OGAKI KYORITSU BANK LTD. Ticker: 8361 Security ID: J59697102 Meeting Date: JUN 24, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 3.5 2 Amend Articles to Increase Authorized For For Management Capital 3.1 Elect Director Tsuchiya, Takashi For Against Management 3.2 Elect Director Usui, Takeshi For For Management 3.3 Elect Director Kato, Yoshiyuki For For Management 3.4 Elect Director Ohashi, Yoshihiko For For Management 3.5 Elect Director Sakaida, Tsutomu For For Management 3.6 Elect Director Sekiya, Takao For For Management 3.7 Elect Director Sakai, Toshiyuki For For Management 3.8 Elect Director Morita, Yuzo For For Management 3.9 Elect Director Yoshinari, Hiroyuki For For Management 3.10 Elect Director Kanda, Masaaki For For Management 3.11 Elect Director Tango, Yasutake For For Management 4 Appoint Alternate Statutory Auditor For For Management Mori, Tetsuro -------------------------------------------------------------------------------- ONOKEN CO., LTD. Ticker: 7414 Security ID: J61525101 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ono, Ken For Against Management 1.2 Elect Director Ono, Takeshi For For Management 1.3 Elect Director Ono, Tetsuji For For Management 1.4 Elect Director Ono, Akira For For Management 1.5 Elect Director Ono, Shinsuke For For Management 1.6 Elect Director Okubo, Takayasu For For Management 1.7 Elect Director Takamure, Atsushi For For Management 1.8 Elect Director Abe, Toshiyuki For For Management 2 Approve Retirement Bonus Payment for For Against Management Director -------------------------------------------------------------------------------- OPEN HOUSE CO., LTD. Ticker: 3288 Security ID: J3072G101 Meeting Date: DEC 25, 2014 Meeting Type: Annual Record Date: SEP 30, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 40 2 Amend Articles to Amend Business Lines For For Management 3.1 Elect Director Arai, Masaaki For For Management 3.2 Elect Director Imamura, Hitoshi For For Management 3.3 Elect Director Fukuoka, Ryosuke For For Management 3.4 Elect Director Adachi, Kunichiro For For Management 4 Appoint Statutory Auditor Toyama, Yuzo For For Management 5 Appoint Alternate Statutory Auditor For Against Management Ryogoku, Yasuhiro -------------------------------------------------------------------------------- OTSUKA KAGU Ticker: 8186 Security ID: J61632105 Meeting Date: MAR 27, 2015 Meeting Type: Annual Record Date: DEC 31, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 40 2.1 Elect Director Otsuka, Kumiko For For Management 2.2 Elect Director Sano, Haruo For For Management 2.3 Elect Director Otsuka, Masayuki For For Management 2.4 Elect Director Yamada, Kazuo For For Management 2.5 Elect Director Akutsu, Satoshi For For Management 2.6 Elect Director Nagasawa, Michiko For For Management 2.7 Elect Director Ogata, Setsuko For For Management 2.8 Elect Director Watanabe, Tamon For For Management 2.9 Elect Director Tomonaga, Kumio For For Management 2.10 Elect Director Miyamoto, Keiji For For Management 3.1 Appoint Statutory Auditor Inaoka, For For Management Minoru 3.2 Appoint Statutory Auditor Toji, For For Management Yoshihiro 3.3 Appoint Statutory Auditor Kumamoto, For For Management Yoshiyuki 4 Approve Retirement Bonus Payment for For Against Management Statutory Auditor 5.1 Appoint Shareholder Director Nominee Against Against Shareholder Otsuka, Katsuhisa 5.2 Appoint Shareholder Director Nominee Against Against Shareholder Otsuka, Katsuyuki 5.3 Appoint Shareholder Director Nominee Against Against Shareholder Watanabe, Kenichi 5.4 Appoint Shareholder Director Nominee Against Against Shareholder Ikeda, Shingo 5.5 Appoint Shareholder Director Nominee Against Against Shareholder Tokoro, Yoshimasa 5.6 Appoint Shareholder Director Nominee Against Against Shareholder Iwasaki, Jiro 5.7 Appoint Shareholder Director Nominee Against Against Shareholder Udagawa, Hideto 5.8 Appoint Shareholder Director Nominee Against Against Shareholder Tomimatsu, Yoshihiko 5.9 Appoint Shareholder Director Nominee Against Against Shareholder Natori, Katsuya 5.10 Appoint Shareholder Director Nominee Against Against Shareholder Ito, Katsuhiko 6.1 Appoint Shareholder Statutory Auditor Against Against Shareholder Nominee Watanabe, Hirokazu 6.2 Appoint Shareholder Statutory Auditor Against Against Shareholder Nominee Kezuka, Kuniharu -------------------------------------------------------------------------------- PACIFIC ANDES INTERNATIONAL HOLDINGS LTD. Ticker: 01174 Security ID: G6842Q104 Meeting Date: MAR 24, 2015 Meeting Type: Annual Record Date: MAR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2.1 Elect Teh Hong Eng as Director For For Management 2.2 Elect Lew V Robert as Director For Against Management 2.3 Elect Kwok Lam Kwong as Director For Against Management 2.4 Authorize Board to Fix Remuneration of For For Management Directors 3 Approve Deloitte Touche Tohmatsu as For For Management Auditor and Authorize Board to Fix Their Remuneration 4.1 Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights 4.2 Authorize Repurchase of Issued Share For For Management Capital 4.3 Authorize Reissuance of Repurchased For Against Management Shares 5 Approve Increase in Authorized Share For For Management Capital 6 Adopt Share Option Scheme For Against Management -------------------------------------------------------------------------------- PALTAC CORP Ticker: 8283 Security ID: J6349W106 Meeting Date: JUN 23, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles to Change Company Name For For Management - Authorize Public Announcements in Electronic Format - Indemnify Directors - Indemnify Statutory Auditors 2.1 Elect Director Mikita, Kunio For For Management 2.2 Elect Director Orime, Koji For For Management 2.3 Elect Director Kimura, Kiyotaka For For Management 2.4 Elect Director Morinaga, Tadashi For For Management 2.5 Elect Director Ninomiya, Kunio For For Management 2.6 Elect Director Miyai, Yoshiaki For For Management 2.7 Elect Director Yasuda, Kenichi For For Management 2.8 Elect Director Toyota, Kazunori For For Management 2.9 Elect Director Tashiro, Masahiko For For Management 2.10 Elect Director Tsujimoto, Yukinori For For Management 2.11 Elect Director Kasutani, Seiichi For For Management 2.12 Elect Director Noma, Masahiro For For Management 2.13 Elect Director Yogo, Katsutoshi For For Management 2.14 Elect Director Nogami, Hideko For For Management 3.1 Appoint Statutory Auditor Suzuki, Hideo For Against Management 3.2 Appoint Statutory Auditor Kamei, For For Management Hiroshi -------------------------------------------------------------------------------- PANORAMIC RESOURCES LTD. Ticker: PAN Security ID: Q7318E103 Meeting Date: JUL 30, 2014 Meeting Type: Special Record Date: JUL 28, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve the 2010 Panoramic Resources For For Management Limited Employee Share Plan 2 Approve the Grant of Performance For For Management Rights to Peter Harold, Managing Director of the Company 3 Approve the Grant of Retirement For For Management Benefits to Peter Harold, Managing Director of the Company 4 Approve the Grant of Retirement For For Management Benefits to Other Key Management Personnel -------------------------------------------------------------------------------- PANORAMIC RESOURCES LTD. Ticker: PAN Security ID: Q7318E103 Meeting Date: NOV 21, 2014 Meeting Type: Annual Record Date: NOV 19, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Christopher Langdon as Director For For Management 2 Approve the Remuneration Report For For Management -------------------------------------------------------------------------------- PARIS MIKI HOLDINGS INC. Ticker: 7455 Security ID: J6356L100 Meeting Date: JUN 23, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles to Indemnify Directors For For Management - Indemnify Statutory Auditors 2.1 Elect Director Tane, Hiroshi For Against Management 2.2 Elect Director Tane, Mikio For For Management 2.3 Elect Director Kaga, Junichi For For Management 2.4 Elect Director Nakao, Fumihiko For For Management 2.5 Elect Director Tanada, Mafumi For For Management 2.6 Elect Director Nakatsuka, Tetsuro For For Management 2.7 Elect Director Aramaki, Tomoko For For Management 2.8 Elect Director Pierre-Olivier Chave For For Management 3.1 Appoint Statutory Auditor Matsumoto, For For Management Koji 3.2 Appoint Statutory Auditor Yamamoto, For Against Management Kotaro 3.3 Appoint Statutory Auditor Iwamoto, For For Management Akiko 4 Approve Retirement Bonus Payment for For Against Management Directors and Statutory Auditor -------------------------------------------------------------------------------- PEAB AB Ticker: PEAB B Security ID: W9624E101 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: MAY 07, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Elect Chairman of Meeting For For Management 3 Prepare and Approve List of For For Management Shareholders 4 Approve Agenda of Meeting For For Management 5 Designate Inspector(s) of Minutes of For For Management Meeting 6 Acknowledge Proper Convening of Meeting For For Management 7 Receive President's Report None None Management 8 Receive Financial Statements and None None Management Statutory Reports 9 Accept Financial Statements and For For Management Statutory Reports 10 Approve Allocation of Income and For For Management Dividends of SEK 2.25 Per Share 11 Approve Discharge of Board and For For Management President 12 Determine Number of Directors (7) and For For Management Deputy Directorsof Board (0); Determine Number of Auditors 13 Approve Remuneration of Directors in For Against Management the Amount of SEK 535,000 for the Chairman and SEK 210,000 for Other Directors; Approve Remuneration for Committee Work; Approve Remuneration of Auditors 14 Reelect Karl-Axel Granlund, Goran For Against Management Grosskopf (Chairman), Kerstin Lindell, Mats Paulsson (Vice Chairman), Fredrik Paulsson, Lars Skold, and Nina Tronstad as Directors 15 Ratify KPMG as Auditors For For Management 16 Elect Goran Grosskopf, Mats Rasmussen, For For Management and Malte Akerstrom as Members of Nominating Committee; Elect Ulf Liljedahl as New Member 17 Approve Issuance of B Shares without For For Management Preemptive Rights 18 Authorize Share Repurchase Program and For For Management Reissuance of Repurchased Shares 19 Approve Remuneration Policy And Other For Against Management Terms of Employment For Executive Management 20 Other Business None None Management 21 Close Meeting None None Management -------------------------------------------------------------------------------- PENNON GROUP PLC Ticker: PNN Security ID: G8295T213 Meeting Date: JUL 31, 2014 Meeting Type: Annual Record Date: JUL 29, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3 Approve Remuneration Report For For Management 4 Approve Remuneration Policy For For Management 5 Re-elect Kenneth Harvey as Director For For Management 6 Re-elect Martin Angle as Director For For Management 7 Re-elect Gerard Connell as Director For For Management 8 Re-elect David Dupont as Director For For Management 9 Re-elect Christopher Loughlin as For For Management Director 10 Elect Ian McAulay as Director For For Management 11 Re-elect Gill Rider as Director For For Management 12 Appoint Ernst & Young LLP as Auditors For For Management 13 Authorise Board to Fix Remuneration of For For Management Auditors 14 Authorise EU Political Donations and For For Management Expenditure 15 Authorise Issue of Equity with For For Management Pre-emptive Rights 16 Approve Sharesave Scheme For For Management 17 Approve All-Employee Share Ownership For For Management Plan 18 Authorise Issue of Equity without For For Management Pre-emptive Rights 19 Authorise Market Purchase of Ordinary For For Management Shares 20 Approve Scrip Dividend For For Management 21 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- PER AARSLEFF A/S Ticker: PAAL B Security ID: K7627X137 Meeting Date: JAN 30, 2015 Meeting Type: Annual Record Date: JAN 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Report of Board None None Management 2 Accept Financial Statements and For Did Not Vote Management Statutory Reports 3 Approve Allocation of Income For Did Not Vote Management 4 Approve Discharge of Management and For Did Not Vote Management Board 5 Approve Remuneration of Directors For Did Not Vote Management 6a Reelect Andreas Lundby as Director For Did Not Vote Management 6b Reelect Jens Sorensen as Director For Did Not Vote Management 6c Reelect Carsten Fode as Director For Did Not Vote Management 6d Reelect Peter Poulsen as Director For Did Not Vote Management 7 Ratify PwC as Auditors For Did Not Vote Management 8 Other Business None None Management -------------------------------------------------------------------------------- PERNOD RICARD Ticker: RI Security ID: F72027109 Meeting Date: NOV 06, 2014 Meeting Type: Annual/Special Record Date: OCT 31, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 1.64 per Share 4 Approve Auditors' Special Report on For For Management Related-Party Transactions 5 Reelect Martina Gonzalez-Gallarza as For For Management Director 6 Reelect Ian Gallienne as Director For For Management 7 Elect Gilles Samyn as Director For Against Management 8 Approve Remuneration of Directors in For For Management the Aggregate Amount of EUR 910,000 9 Advisory Vote on Compensation of For For Management Daniele Ricard, Chairman of the Board 10 Advisory Vote on Compensation of For For Management Pierre Pringuet, Vice Chairman and CEO 11 Advisory Vote on Compensation of For For Management Alexandre Ricard, Vice CEO 12 Authorize Repurchase of Up to 10 For Against Management Percent of Issued Share Capital 13 Authorize up to 1.5 Percent of Issued For Against Management Capital for Use in Restricted Stock Plans 14 Authorize up to 1.5 Percent of Issued For Against Management Capital for Use in Stock Option Plans 15 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 16 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- PERSIMMON PLC Ticker: PSN Security ID: G70202109 Meeting Date: MAR 19, 2015 Meeting Type: Special Record Date: MAR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Matters Relating to the Return For For Management of Cash to Shareholders -------------------------------------------------------------------------------- PERSIMMON PLC Ticker: PSN Security ID: G70202109 Meeting Date: APR 16, 2015 Meeting Type: Annual Record Date: APR 14, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Re-elect Nicholas Wrigley as Director For For Management 4 Re-elect Jeffrey Fairburn as Director For For Management 5 Re-elect Michael Killoran as Director For For Management 6 Re-elect Nigel Greenaway as Director For For Management 7 Re-elect David Jenkinson as Director For For Management 8 Re-elect Richard Pennycook as Director For For Management 9 Re-elect Jonathan Davie as Director For For Management 10 Re-elect Mark Preston as Director For For Management 11 Re-elect Marion Sears as Director For For Management 12 Reappoint KPMG LLP as Auditors and For For Management Authorise Their Remuneration 13 Authorise Issue of Equity with For For Management Pre-emptive Rights 14 Authorise Issue of Equity without For For Management Pre-emptive Rights 15 Authorise Market Purchase of Ordinary For For Management Shares 16 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- PHOENIX GROUP HOLDINGS Ticker: PHNX Security ID: G7091M109 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: APR 21, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Authorise Issue of Equity with For For Management Pre-emptive Rights 4 Authorise Issue of Equity without For For Management Pre-emptive Rights 5 Authorise Market Purchase of Ordinary For For Management Shares 6 Re-elect Rene-Pierre Azria as Director For For Management 7 Re-elect Alastair Barbour as Director For For Management 8 Re-elect Clive Bannister as Director For For Management 9 Re-elect Ian Cormack as Director For For Management 10 Re-elect Tom Cross Brown as Director For For Management 11 Re-elect Howard Davies as Director For For Management 12 Re-elect Isabel Hudson as Director For For Management 13 Re-elect James McConville as Director For For Management 14 Re-elect David Woods as Director For For Management 15 Elect Kory Sorenson as Director For For Management 16 Approve Final Dividend For For Management 17 Appoint Ernst & Young LLP as Auditors For For Management 18 Authorise Board to Fix Remuneration of For For Management Auditors -------------------------------------------------------------------------------- PLASSON INDUSTRIES LTD. Ticker: PLSN Security ID: M7933B108 Meeting Date: DEC 28, 2014 Meeting Type: Special Record Date: NOV 26, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Manpower and Management For For Management Service Agreement Between the Company, Plasson Ltd., Subsidiary, and Kibbutz Ma'agan Michael, Controlling Shareholder A Vote FOR if you are a controlling None Against Management shareholder or have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager -------------------------------------------------------------------------------- PLASSON INDUSTRIES LTD. Ticker: PLSN Security ID: M7933B108 Meeting Date: MAR 10, 2015 Meeting Type: Annual/Special Record Date: FEB 08, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Discuss Financial Statements and the None None Management Report of the Board for 2013 2.1 Reelect Shaul Ashkenazy as Director For For Management Until the End of the Next Annual General Meeting 2.2 Reelect Ami Schlesinger as Director For For Management Until the End of the Next Annual General Meeting 2.3 Reelect Yoram Dror as Director Until For For Management the End of the Next Annual General Meeting 2.4 Reelect Gershon Yaavov Peleg as For For Management Director Until the End of the Next Annual General Meeting 2.5 Reelect Tamar Engel as Director Until For For Management the End of the Next Annual General Meeting 2.6 Reelect Liat Nativ as Director Until For For Management the End of the Next Annual General Meeting 2.7 Reelect Shimon Zelas as Director Until For For Management the End of the Next Annual General Meeting 3 Elect Doron Stanitsky as an External For For Management Director for a Three Year Period 4 Subject to Approval of Item 3, Grant For For Management Doron Stanitsky a Letter of Indemnification 5 Reelect Dafna Shalev-Flamm as External For For Management Director for an Additional Three Year Period 6 Reappoint Kesselman and Kesselman as For Against Management Auditors and Authorize Board to Fix Their Remuneration 7 Receive Board's Report Regarding None None Management Auditor's Fees A Vote FOR if you are a controlling None Against Management shareholder or have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager B1 If you are an Interest Holder as None Against Management defined in Section 1 of the Securities Law, 1968, vote FOR. Otherwise, vote against. B2 If you are a Senior Officer as defined None Against Management in Section 37(D) of the Securities Law, 1968, vote FOR. Otherwise, vote against. B3 If you are an Institutional Investor None For Management as defined in Regulation 1 of the Supervision Financial Services Regulations 2009 or a Manager of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994, vote FOR. Otherwise, vote against. B4 If you do not fall under any of the None Against Management categories mentioned under items B1 through B3, vote FOR. Otherwise, vote against. -------------------------------------------------------------------------------- PLAYTECH PLC Ticker: PTEC Security ID: G7132V100 Meeting Date: APR 22, 2015 Meeting Type: Special Record Date: APR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Acquisition by Dowie For For Management Investments Limited of 95.0 Percent of the Issued Share Capital of TradeFX Limited and the Cancellation of the Cancelled Options -------------------------------------------------------------------------------- POSTNL NV Ticker: PNL Security ID: N7203C108 Meeting Date: APR 14, 2015 Meeting Type: Annual Record Date: MAR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Discussion of Fiscal Year 2014 None None Management 3 Receive Annual Report (Non-Voting) None None Management 4 Discussion on Company's Corporate None None Management Governance Structure 5 Discuss Remuneration Report None None Management 6 Adopt Financial Statements For For Management 7a Receive Explanation on Company's None None Management Reserves and Dividend Policy 7b Discuss Allocation of Income None None Management 8 Approve Discharge of Management Board For For Management 9 Approve Discharge of Supervisory Board For Against Management 10a Announce Vacancies on the Board None None Management 10b Opportunity to Make Recommendations None None Management 10c Announce Intention of the Supervisory None None Management Board to Nominate T. Menssen and M.A.M. Boersma as Members of the Supervisory Board 11 Elect T. Menssen to Supervisory Board For For Management 12 Elect M.A.M. Boersma to Supervisory For For Management Board 13 Announce Vacancies on the Supervisory None None Management Board Arising in 2016 14 Announce Intention to Reappoint Ms H.W. None None Management P.M.A. Verhagen and Mr J.P.P. Bos as members of the Board of Management 15 Appointment of Ernst & Young For For Management Accountants LLP as Auditor 16 Grant Board Authority to Issue Shares For Against Management Up To 10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger 17 Authorize Board to Exclude Preemptive For Against Management Rights from Issuance under Item 16 18 Allow Questions None None Management 19 Close Meeting None None Management -------------------------------------------------------------------------------- PRADA S.P.A. Ticker: 01913 Security ID: T7733C101 Meeting Date: MAY 26, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Allocation of Income For For Management 3 Fix Number of Directors and Duration For For Management of Their Term 4 Elect Carlo Mazzi as Director For For Management 5 Elect Miuccia Prada Bianchi as Director For For Management 6 Elect Patrizio Bertelli as Director For For Management 7 Elect Donatello Galli as Director For For Management 8 Elect Alessandra Cozzani as Director For For Management 9 Elect Gaetano Micciche as Director For Against Management 10 Elect Gian Franco Oliviero Mattei as For For Management Director 11 Elect Giancarlo Forestieri as Director For For Management 12 Elect Sing Cheong Liu as Director For For Management 13 Elect Carlo Mazzi as Board Chair For For Management 14 Approve Remuneration of Directors For Against Management 15 Appoint Antonino Parisi as Internal For For Management Statutory Auditors 16 Appoint Roberto Spada as Internal For For Management Statutory Auditors 17 Appoint David Terracina as Internal For For Management Statutory Auditors 18 Appoint Stefania Bettoni as Alternate For For Management Internal Statutory Auditor 19 Appoint Cristiano Proserpio as For For Management Alternate Internal Statutory Auditor 20 Approve Internal Auditors' Remuneration For For Management 21.a Appoint Antonio Parisi as Chairman of For For Management Internal Statutory Auditors 21.b Appoint Roberto Spada as Chairman of For Against Management Internal Statutory Auditors 21.c Appoint David Terracina as Chairman of For Against Management Internal Statutory Auditors 22.a Appoint Antonio Parisi as Chairman of For For Management Internal Statutory Auditors 22.b Appoint Roberto Spada as Chairman of For Against Management Internal Statutory Auditors 23.a Appoint Antonio Parisi as Chairman of For For Management Internal Statutory Auditors 23.b Appoint David Terracina as Chairman of For Against Management Internal Statutory Auditors 24.a Appoint Roberto Spada as Chairman of For For Management Internal Statutory Auditors 24.b Appoint David Terracina as Chairman of For Against Management Internal Statutory Auditors -------------------------------------------------------------------------------- PREMIER INVESTMENT CORP. Ticker: 8956 Security ID: J7446X104 Meeting Date: MAR 20, 2015 Meeting Type: Special Record Date: DEC 31, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles to Authorize Unit For For Management Buybacks - Amend Permitted Investment Types 2 Elect Executive Director Hoshizawa, For For Management Shuro 3 Elect Alternate Executive Director For For Management Okuda, Takahiro 4.1 Appoint Supervisory Director Iinuma, For For Management Haruki 4.2 Appoint Supervisory Director Dai, Yuji For Against Management 5 Appoint Alternate Supervisory Director For Against Management Sakurai, Kenji 6 Appoint External Audit Firm For For Management -------------------------------------------------------------------------------- PREMIER OIL PLC Ticker: PMO Security ID: G7216B178 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: MAY 11, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Re-elect Robin Allan as Director For For Management 4 Re-elect David Bamford as Director For For Management 5 Re-elect Anne Cannon as Director For For Management 6 Re-elect Joe Darby as Director For For Management 7 Re-elect Tony Durrant as Director For For Management 8 Re-elect Neil Hawkings as Director For For Management 9 Re-elect Jane Hinkley as Director For For Management 10 Re-elect David Lindsell as Director For For Management 11 Re-elect Michel Romieu as Director For For Management 12 Elect Richard Rose as Director For For Management 13 Re-elect Mike Welton as Director For For Management 14 Reappoint Deloitte LLP as Auditors For For Management 15 Authorise the Audit and Risk Committee For For Management to Fix Remuneration of Auditors 16 Authorise EU Political Donations and For For Management Expenditure 17 Authorise Issue of Equity with For For Management Pre-emptive Rights 18 Authorise Issue of Equity without For For Management Pre-emptive Rights 19 Authorise Market Purchase of Ordinary For For Management Shares 20 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- PRIMARY HEALTH CARE LTD. Ticker: PRY Security ID: Q77519108 Meeting Date: NOV 28, 2014 Meeting Type: Annual Record Date: NOV 26, 2014 # Proposal Mgt Rec Vote Cast Sponsor 2 Approve the Remuneration Report For Against Management 3 Elect Brian Ball as Director For Against Management 4 Elect Paul Jones as Director For For Management 5 Elect Andrew Duff as Director For For Management 6 Elect Henry Bateman as Director For For Management -------------------------------------------------------------------------------- PROSEGUR COMPANIA DE SEGURIDAD S.A. Ticker: PSG Security ID: E83453188 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: APR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Consolidated and Standalone For For Management Financial Statements 2 Approve Allocation of Income and For For Management Dividends 3 Approve Discharge of Board For For Management 4.1 Reelect Eduardo Paraja Quiros as For Against Management Director 4.2 Reelect Fernando Vives Ruiz as Director For For Management 5.1 Amend Articles Re: General Meetings For For Management 5.2 Amend Articles Re: Board of Directors For For Management 6 Amend Articles of General Meeting For Against Management Regulations 7 Approve Restricted Stock Plan For Against Management 8 Authorize Board to Ratify and Execute For For Management Approved Resolutions 9 Advisory Vote on Remuneration Policy For For Management Report -------------------------------------------------------------------------------- PROSIEBENSAT.1 MEDIA AG Ticker: PSM Security ID: D6216S143 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 2 Approve Allocation of Income and For Did Not Vote Management Dividends of EUR 1.60 per Share 3 Approve Discharge of Management Board For Did Not Vote Management for Fiscal 2014 4 Approve Discharge of Supervisory Board For Did Not Vote Management for Fiscal 2014 5 Ratify KPMG AG as Auditors for Fiscal For Did Not Vote Management 2015 6 Elect Angelika Gifford to the For Did Not Vote Management Supervisory Board 7.1 Approve Affiliation Agreements with For Did Not Vote Management Subsidiary SevenOne Investment (Holding) GmbH 7.2 Approve Affiliation Agreements with For Did Not Vote Management Subsidiary ProSiebenSat.1 Siebzehnte Verwaltungsgesellschaft mbH 7.3 Approve Affiliation Agreements with For Did Not Vote Management Subsidiary ProSiebenSat.1 Achtzehnte Verwaltungsgesellschaft mbH 7.4 Approve Affiliation Agreements with For Did Not Vote Management Subsidiary ProSiebenSat.1 Neunzehnte Verwaltungsgesellschaft mbH 8 Change of Corporate Form to Societas For Did Not Vote Management Europaea (SE) 9.1 Reelect Lawrence Aidem to the First For Did Not Vote Management Supervisory Board 9.2 Reelect Antoinette Aris to the First For Did Not Vote Management Supervisory Board 9.3 Reelect Werner Brandt to the First For Did Not Vote Management Supervisory Board 9.4 Reelect Adam Cahan to the First For Did Not Vote Management Supervisory Board 9.5 Reelect Philipp Freise to the First For Did Not Vote Management Supervisory Board 9.6 Reelect Marion Helmes to the First For Did Not Vote Management Supervisory Board 9.7 Reelect Erik Huggers to the First For Did Not Vote Management Supervisory Board 9.8 Elect Rolf Nonnenmacher to the First For Did Not Vote Management Supervisory Board 9.9 Elect Angelika Gifford to the First For Did Not Vote Management Supervisory Board 10 Authorize Share Repurchase Program and For Did Not Vote Management Reissuance or Cancellation of Repurchased Shares 11 Authorize Use of Financial Derivatives For Did Not Vote Management when Repurchasing Shares -------------------------------------------------------------------------------- PROVIDENT FINANCIAL PLC Ticker: PFG Security ID: G72783171 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAY 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Final Dividend For For Management 4 Re-elect Robert Anderson as Director For For Management 5 Re-elect Peter Crook as Director For For Management 6 Re-elect Andrew Fisher as Director For For Management 7 Re-elect Alison Halsey as Director For For Management 8 Re-elect Malcolm Le May as Director For For Management 9 Re-elect Stuart Sinclair as Director For For Management 10 Re-elect Manjit Wolstenholme as For For Management Director 11 Reappoint Deloitte LLP as Auditors For For Management 12 Authorise Board to Fix Remuneration of For For Management Auditors 13 Authorise EU Political Donations and For For Management Expenditure 14 Authorise Issue of Equity with For For Management Pre-emptive Rights 15 Approve Long Term Incentive Scheme For For Management 16 Authorise Market Purchase of Ordinary For For Management Shares 17 Authorise Issue of Equity without For For Management Pre-emptive Rights 18 Authorise the Company to Call EGM with For For Management Two Weeks' Notice 19 Approve Variable Pay Cap For For Management -------------------------------------------------------------------------------- PRUDENTIAL PLC Ticker: PRU Security ID: G72899100 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAY 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For Abstain Management 3 Approve Final Dividend For For Management 4 Re-elect Pierre-Olivier Bouee as For For Management Director 5 Re-elect Sir Howard Davies as Director For For Management 6 Re-elect Ann Godbehere as Director For For Management 7 Re-elect Jacqueline Hunt as Director For For Management 8 Re-elect Alexander Johnston as Director For For Management 9 Re-elect Paul Manduca as Director For For Management 10 Re-elect Michael McLintock as Director For For Management 11 Re-elect Kaikhushru Nargolwala as For For Management Director 12 Re-elect Nicolaos Nicandrou as Director For For Management 13 Re-elect Anthony Nightingale as For For Management Director 14 Re-elect Philip Remnant as Director For For Management 15 Re-elect Alice Schroeder as Director For For Management 16 Re-elect Barry Stowe as Director For For Management 17 Re-elect Tidjane Thiam as Director For For Management 18 Re-elect Michael Wells as Director For For Management 19 Reappoint KPMG LLP as Auditors For For Management 20 Authorise Board to Fix Remuneration of For For Management Auditors 21 Authorise EU Political Donations and For For Management Expenditure 22 Authorise Issue of Equity with For For Management Pre-emptive Rights 23 Authorise Issue of Equity with For For Management Pre-emptive Rights to Include Repurchased Shares 24 Authorise Issue of Equity without For For Management Pre-emptive Rights 25 Authorise Market Purchase of Ordinary For For Management Shares 26 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- PRUDENTIAL PLC Ticker: PRU Security ID: G72899100 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAY 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Final Dividend For For Management 4 Re-elect Pierre-Olivier Bouee as For For Management Director 5 Re-elect Sir Howard Davies as Director For For Management 6 Re-elect Ann Godbehere as Director For For Management 7 Re-elect Jacqueline Hunt as Director For For Management 8 Re-elect Alexander Johnston as Director For For Management 9 Re-elect Paul Manduca as Director For For Management 10 Re-elect Michael McLintock as Director For For Management 11 Re-elect Kaikhushru Nargolwala as For For Management Director 12 Re-elect Nicolaos Nicandrou as Director For For Management 13 Re-elect Anthony Nightingale as For For Management Director 14 Re-elect Philip Remnant as Director For For Management 15 Re-elect Alice Schroeder as Director For For Management 16 Re-elect Barry Stowe as Director For For Management 17 Re-elect Tidjane Thiam as Director For For Management 18 Re-elect Michael Wells as Director For For Management 19 Reappoint KPMG LLP as Auditors For For Management 20 Authorise Board to Fix Remuneration of For For Management Auditors 21 Authorise EU Political Donations and For For Management Expenditure 22 Authorise Issue of Equity with For For Management Pre-emptive Rights 23 Authorise Issue of Equity with For For Management Pre-emptive Rights to Include Repurchased Shares 24 Authorise Issue of Equity without For For Management Pre-emptive Rights 25 Authorise Market Purchase of Ordinary For For Management Shares 26 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- PT INDOFOOD SUKSES MAKMUR TBK Ticker: INDF Security ID: Y7128X128 Meeting Date: MAY 08, 2015 Meeting Type: Annual/Special Record Date: APR 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Directors' Report For For Management 2 Accept Financial Statements For For Management 3 Approve Allocation of Income For For Management 4 Elect Directors and Commissioners For Against Management 5 Approve Remuneration of Directors and For For Management Commissioners 6 Approve Auditors and Authorize Board For For Management to Fix Their Remuneration 1 Amend Articles of the Association For Against Management -------------------------------------------------------------------------------- PTT GLOBAL CHEMICAL PUBLIC CO., LTD. Ticker: PTTGC Security ID: Y7150W105 Meeting Date: APR 01, 2015 Meeting Type: Annual Record Date: MAR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Acknowledge Company's Operation for None None Management Year 2014 and Business Plan 2 Accept Financial Statements For For Management 3 Approve Allocation of Income and For For Management Dividend Payment 4.1 Elect Somchai Kuvijitsuwan as Director For For Management 4.2 Elect Vasin Teeravechyan as Director For For Management 4.3 Elect Surapon Nitikraipot as Director For For Management 4.4 Elect Nithi Chungcharoen as Director For For Management 4.5 Elect Boobpha Amornkiatkajorn as For For Management Director 5 Approve Remuneration of Directors For For Management 6 Approve KPMG Phoomchai Audit Ltd. as For For Management Auditors and Authorize Board to Fix Their Remuneration 7 Other Business For Against Management -------------------------------------------------------------------------------- RALLYE Ticker: RAL Security ID: F43743107 Meeting Date: MAY 19, 2015 Meeting Type: Annual/Special Record Date: MAY 14, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Treatment of Losses and For For Management Dividends of EUR 1.83 per Share 4 Approve Amendment to Agreement with For Against Management Euris 5 Elect Sophie Guieysse as Director For For Management 6 Ratify Appointment of Saris as Director For For Management 7 Reelect Philippe Charrier as Director For For Management 8 Reelect Jean Chodron de Courcel as For For Management Director 9 Reelect Jacques Dumas as Director For For Management 10 Reelect Catherine Fulconis as Director For For Management 11 Reelect Jean Charles Naouri as Director For For Management 12 Reelect Christian Paillot as Director For For Management 13 Reelect Finatis as Director For For Management 14 Reelect Fonciere Euris as Director For For Management 15 Reelect Euris as Director For For Management 16 Reelect Saris as Director For For Management 17 Reelect Andre Crestey as Censor For Against Management 18 Advisory Vote on Compensation of Jean For For Management Charles Naouri, Chairman 19 Advisory Vote on Compensation of For Against Management Didier Carlier, CEO 20 Advisory Vote on Compensation of For Against Management Franck Hattab, Vice CEO 21 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 22 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 66 Million 23 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 30 Million 24 Approve Issuance of Equity or For For Management Equity-Linked Securities for Private Placements, up to Aggregate Nominal Amount of EUR 15 Million 25 Authorize Board to Set Issue Price for For For Management 10 Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights 26 Authorize Board to Increase Capital in For For Management the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above 27 Authorize Capitalization of Reserves For For Management of Up to EUR 66 Million for Bonus Issue or Increase in Par Value 28 Authorize Capital Increase of Up to For For Management EUR 15 Million for Future Exchange Offers 29 Authorize Capital Increase of up to 10 For For Management Percent of Issued Capital for Contributions in Kind 30 Set Total Limit for Capital Increase For For Management to Result from All Issuance Requests under Items 22-29 at EUR 66 Million 31 Authorize up to 1 Percent of Issued For Against Management Capital for Use in Stock Option Plans (New Shares) 32 Authorize up to 1 Percent of Issued For Against Management Capital for Use in Stock Option Plan (Repurchased Shares) 33 Authorize up to 1 Percent of Issued For Against Management Capital for Use in Restricted Stock Plans 34 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 35 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 36 Amend Article 19 of Bylaws Re: For For Management Related-Party Transactions 37 Amend Article 25 of Bylaws Re: For For Management Attendance at General Meetings 38 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- RECKITT BENCKISER GROUP PLC Ticker: RB. Security ID: G74079107 Meeting Date: DEC 11, 2014 Meeting Type: Special Record Date: DEC 09, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Demerger of the For For Management Pharmaceuticals Business by Way of Dividend in Specie -------------------------------------------------------------------------------- RECKITT BENCKISER GROUP PLC Ticker: RB. Security ID: G74079107 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAY 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Final Dividend For For Management 4 Elect Jaspal Bindra as Director For For Management 5 Elect Mary Harris as Director For For Management 6 Elect Pamela Kirby as Director For For Management 7 Elect Sue Shim as Director For For Management 8 Elect Christopher Sinclair as Director For For Management 9 Elect Douglas Tough as Director For For Management 10 Re-elect Adrian Bellamy as Director For For Management 11 Re-elect Nicandro Durante as Director For For Management 12 Re-elect Peter Harf as Director For For Management 13 Re-elect Adrian Hennah as Director For For Management 14 Re-elect Kenneth Hydon as Director For For Management 15 Re-elect Rakesh Kapoor as Director For For Management 16 Re-elect Andre Lacroix as Director For For Management 17 Re-elect Judith Sprieser as Director For For Management 18 Re-elect Warren Tucker as Director For For Management 19 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors 20 Authorise Board to Fix Remuneration of For For Management Auditors 21 Authorise EU Political Donations and For For Management Expenditure 22 Authorise Issue of Equity with For For Management Pre-emptive Rights 23 Amend the Annual Limit of Directors' For For Management Fees 24 Authorise Issue of Equity without For For Management Pre-emptive Rights 25 Authorise Market Purchase of Ordinary For For Management Shares 26 Approve 2015 Long Term Incentive Plan For For Management 27 Approve 2015 Savings Related Share For For Management Option Plan 28 Authorise Directors to Establish a For For Management Further Plan or Plans 29 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- RECTICEL SA Ticker: REC Security ID: B70161102 Meeting Date: AUG 20, 2014 Meeting Type: Special Record Date: AUG 06, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Article 6 Re: Majority None Against Shareholder Requirements for Board Decision Related to Authorized Capital -------------------------------------------------------------------------------- RECTICEL SA Ticker: REC Security ID: B70161102 Meeting Date: MAY 26, 2015 Meeting Type: Annual/Special Record Date: MAY 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Directors' Reports (Non-Voting) None None Management 2 Receive Auditors' Reports (Non-Voting) None None Management 3.1 Adopt Financial Statements For For Management 3.2 Approve Allocation of Income and For For Management Dividends of EUR 0.20 per Share 4 Approve Discharge of Directors For For Management 5 Approve Discharge of Auditors For For Management 6.1 Approve Resignation of M. Etienne For For Management Davignon as non-executive Director 6.2 Approve Resignation of Andre Bergen For For Management Comm. V. Represented by Andre Bergen as Director 6.3 Elect Johnny Thijs SPRL Represented by For For Management Johnny Thijs as Non-executive Independent Director 6.4 Elect Revalue SPRL Represented by M. For For Management Luc Missorten as Non-executive Independent Director 6.5 Elect Kurt Pierloot as Non-executive For For Management Independent Director 6.6 Reelect Compagnie Du bois Sauvage For For Management Represented by Benoit Deckers as Director 7.1 Acknowledge P. Van Craen's For For Management Classification as Affiliated Director 7.2 Indicate Thijs Johnny SPRL Represented For For Management by Johnny Thijs as Independent Board Member 7.3 Indicate Revalue SPRL Represented by For For Management Luc Missorten as Independent Board Member 7.4 Indicate Kurt Pierloot as Independent For For Management Board Member 7.5 Indicate Jacqueline Zoete as For For Management Independent Board Member 8 Ratify Deloitte, Represented by Kurt For For Management Dehoorne, as Auditors 9.1 Approve Remuneration Report For Against Management 9.2 Approve Board Remuneration Re: For For Management Director Fee 9.3 Approve Board Remuneration Re: Fee for For For Management Audit Committee Membership 9.4 Approve Board Remuneration Re: Fee for For For Management Remuneration and Nomination Committee Membership 9.5 Approve Deviation from Belgian Company For Against Management Law Re: Article 520ter 10 Approve Stock Option Plan Re: Issuance For Against Management of up to 480,000 Options 1.1 Receive Special Board Report Re: None None Management Renewal of the Authorized Capital. 1.2 Renew Authorization to Increase Share For Against Management Capital within the Framework of Authorized Capital 1.3 Authorize Board to Issue Shares in the For Against Management Event of a Public Tender Offer or Share Exchange Offer 1.4 Amend Articles to Reflect For Against Management Authorization to Increase the Share Capital under Items 1.2-1.3 2.1 Authorize Board to Repurchase and For Against Management Reissue Shares in the Event of a Serious and Imminent Harm 2.2 Amend Articles to Reflect For Against Management Authorization to Repurchase Shares under Item 2.1 2.3 Authorize Repurchase of Up to 20 For Against Management Percent of Issued Share Capital -------------------------------------------------------------------------------- RED ELECTRICA CORPORACION SA Ticker: REE Security ID: E42807102 Meeting Date: APR 14, 2015 Meeting Type: Annual Record Date: APR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Standalone Financial Statements For For Management 2 Approve Consolidated Financial For For Management Statements 3 Approve Allocation of Income and For For Management Dividends 4 Approve Discharge of Board For For Management 5.1 Ratify Appointment of and Elect For For Management Santiago Lanzuela Marina as Director 5.2 Ratify Appointment of and Elect Jose For For Management Luis Feito Higueruela as Director 6.1 Amend Articles Re: General Meetings For For Management 6.2 Amend Articles Re: Board of Directors For For Management 6.3 Amend Articles Re: Board Committees For For Management 7 Amend Articles of General Meeting For For Management Regulations 8 Authorize Increase in Capital up to 50 For Against Management Percent via Issuance of Equity or Equity-Linked Securities, Excluding Preemptive Rights of up to 20 Percent 9 Authorize Issuance of Non-Convertible For Against Management and/or Convertible Bonds, Debentures, Warrants, and Other Debt Securities up to EUR 5 Billion with Exclusion of Preemptive Rights up to 20 Percent of Capital 10.1 Authorize Share Repurchase Program For For Management 10.2 Approve Stock-for-Salary Plan For For Management 10.3 Void Previous Share Repurchase For For Management Authorization 11.1 Approve Remuneration Policy For For Management 11.2 Approve Remuneration of Directors For For Management 11.3 Approve Remuneration Report For For Management 12 Authorize Board to Ratify and Execute For For Management Approved Resolutions 13 Receive Corporate Governance Report None None Management -------------------------------------------------------------------------------- REED ELSEVIER NV Ticker: REN Security ID: N73430113 Meeting Date: OCT 21, 2014 Meeting Type: Special Record Date: SEP 23, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Approve Cancellation of up to 40 For For Management Million Repurchased Shares 3 Amend Articles Re: Reflect Legislative For For Management Changes on Repurchase Limit 4 Other Business (Non-Voting) None None Management 5 Close Meeting None None Management -------------------------------------------------------------------------------- REED ELSEVIER NV Ticker: REN Security ID: N73430113 Meeting Date: APR 22, 2015 Meeting Type: Annual Record Date: MAR 25, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Receive Report of Management Board None None Management (Non-Voting) 3 Discuss Remuneration Report Containing None None Management Remuneration Policy for Management Board Members 4 Adopt Financial Statements and For For Management Statutory Reports 5.a Approve Discharge of Executive For For Management Directors 5.b Approve Discharge of Non-Executive For For Management Directors 6 Approve Dividends of EUR 0.589 Per For For Management Share 7 Ratify Deloitte as Auditors For For Management 8.a Reelect Anthony Habgood as For For Management Non-Executive Director 8.b Reelect Wolfhart Hauser as For For Management Non-Executive Director 8.c Reelect Adrian Hennah as Non-Executive For For Management Director 8.d Reelect Lisa Hook as Non-Executive For For Management Director 8.e Reelect Marike van Lier Lels as For For Management Non-Executive Director 8.f Reelect Robert Polet as Non-Executive For For Management Director 8.g Reelect Linda Sanford as Non-Executive For For Management Director 8.h Reelect Ben van der Veer as For For Management Non-Executive Director 9.a Reelect erik Engstrom as Executive For For Management Director 9.b Reelect Nick Luff as Executive Director For For Management 10.a Amend Articles Re: Cancellation of R For For Management shares 10.b Approve Cancellation of All R Shares For For Management With Repayment 10.c Amend Articles Re: Delete All For For Management References to the R Shares After Cancellation 11.a Grant Board Authority to Issue Bonus For For Management Shares 11.b Authorize Board to Exclude Preemptive For For Management Rights from Share Issuance of Bonus Shares Under Item 11a 12 Change the Corporate Name of the For For Management Company to RELX N.V. 13.a Authorize Board to Acquire Shares in For For Management the Company 13.b Approve Cancellation of up to 30 For For Management Million Ordinary Shares Held in Treasury 14.a Grant Board Authority to Issue Shares For For Management Up To 10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger 14.b Authorize Board to Exclude Preemptive For For Management Rights from Share Issuances under Item 14a 15 Other Business (Non-Voting) None None Management 16 Close Meeting None None Management -------------------------------------------------------------------------------- REGAL HOTELS INTERNATIONAL HOLDINGS LTD. Ticker: 00078 Security ID: G7475M162 Meeting Date: JUL 14, 2014 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Option Agreement and Related For For Management Transactions -------------------------------------------------------------------------------- REGAL HOTELS INTERNATIONAL HOLDINGS LTD. Ticker: 00078 Security ID: G7475M162 Meeting Date: JUL 14, 2014 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Provision of Financial For For Management Assistance in Connection with the P&R Group's Participation in Cosmopolitan Open Offer 2 Approve Provision of Financial For For Management Assistance in Connection with the P&R Group's Participation in Cosmopolitan Convertible Bonds Subscription Agreement -------------------------------------------------------------------------------- REGAL REAL ESTATE INVESTMENT TRUST Ticker: 01881 Security ID: Y7237M104 Meeting Date: APR 14, 2015 Meeting Type: Special Record Date: APR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Expanded Investment Scope Re: For For Management Property Development 2 Approve Expanded Investment Scope Re: For Against Management Relevant Investments 1 Approve Lease Extension/Amendment, For For Management Lease Guarantee Amendments, and CCPT Waiver Extension 2 Elect John William Crawford as Director For For Management 3 Elect Alvin Leslie Lam Kwing Wai as For For Management Director 4 Elect Kai Ole Ringenson as Director For For Management 5 Elect Abraham Shek Lai Him as Director For Against Management -------------------------------------------------------------------------------- REGAL REAL ESTATE INVESTMENT TRUST Ticker: 01881 Security ID: Y7237M104 Meeting Date: MAY 18, 2015 Meeting Type: Annual Record Date: MAY 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Authorize Repurchase of Issued Unit For For Management Capital -------------------------------------------------------------------------------- RELIGARE HEALTH TRUST Ticker: RF1U Security ID: Y72378105 Meeting Date: JUL 24, 2014 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Adopt Financial Statements and For For Management Directors' and Auditors' Reports 2 Approve/Reappoint Auditors and For For Management Authorize Board to Fix Their Remuneration 3 Approve Issuance of Equity or For For Management Equity-Linked Securities with or without Preemptive Rights -------------------------------------------------------------------------------- RHEINMETALL AG Ticker: RHM Security ID: D65111102 Meeting Date: MAY 12, 2015 Meeting Type: Annual Record Date: APR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2014 (Non-Voting) 2 Approve Allocation of Income and For For Management Dividends of EUR 0.30 per Share 3 Approve Discharge of Management Board For For Management for Fiscal 2014 4 Approve Discharge of Supervisory Board For For Management for Fiscal 2014 5 Ratify PricewaterhouseCoopers AG as For For Management Auditors for Fiscal 2015 -------------------------------------------------------------------------------- RICOH CO. LTD. Ticker: 7752 Security ID: J64683105 Meeting Date: JUN 19, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 17 2 Amend Articles to Indemnify Directors For For Management - Indemnify Statutory Auditors 3 Elect Director Oyama, Akira For For Management 4 Appoint Statutory Auditor Shinoda, For For Management Mitsuhiro 5 Appoint Alternate Statutory Auditor For For Management Horie, Kiyohisa 6 Approve Annual Bonus Payment to For For Management Directors -------------------------------------------------------------------------------- RIO TINTO PLC Ticker: RIO Security ID: G75754104 Meeting Date: APR 16, 2015 Meeting Type: Annual Record Date: APR 14, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Policy For For Management 3 Approve Remuneration Report for UK Law For For Management Purposes 4 Approve Remuneration Report for For For Management Australian Law Purposes 5 Elect Megan Clark as Director For For Management 6 Elect Michael L'Estrange as Director For For Management 7 Re-elect Robert Brown as Director For For Management 8 Re-elect Jan du Plessis as Director For For Management 9 Re-elect Ann Godbehere as Director For For Management 10 Re-elect Richard Goodmanson as Director For For Management 11 Re-elect Anne Lauvergeon as Director For For Management 12 Re-elect Chris Lynch as Director For For Management 13 Re-elect Paul Tellier as Director For For Management 14 Re-elect Simon Thompson as Director For For Management 15 Re-elect John Varley as Director For For Management 16 Re-elect Sam Walsh as Director For For Management 17 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors 18 Authorise the Audit Committee to Fix For For Management Remuneration of Auditors 19 Authorise Issue of Equity with For For Management Pre-emptive Rights 20 Authorise Issue of Equity without For For Management Pre-emptive Rights 21 Authorise Market Purchase of Ordinary For For Management Shares 22 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- ROLLS-ROYCE HOLDINGS PLC Ticker: RR. Security ID: G76225104 Meeting Date: MAY 08, 2015 Meeting Type: Annual Record Date: MAY 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Elect Ruth Cairnie as Director For For Management 4 Elect David Smith as Director For For Management 5 Re-elect Ian Davis as Director For For Management 6 Re-elect John Rishton as Director For For Management 7 Re-elect Dame Helen Alexander as For For Management Director 8 Re-elect Lewis Booth as Director For For Management 9 Re-elect Sir Frank Chapman as Director For For Management 10 Re-elect Warren East as Director For For Management 11 Re-elect Lee Hsien Yang as Director For For Management 12 Re-elect John McAdam as Director For For Management 13 Re-elect Colin Smith as Director For For Management 14 Re-elect Jasmin Staiblin as Director For For Management 15 Reappoint KPMG LLP as Auditors For For Management 16 Authorise the Audit Committee to Fix For For Management Remuneration of Auditors 17 Approve Payment to Shareholders For For Management 18 Authorise EU Political Donations and For For Management Expenditure 19 Authorise Issue of Equity with For For Management Pre-emptive Rights 20 Authorise Issue of Equity without For For Management Pre-emptive Rights 21 Authorise Market Purchase of Ordinary For For Management Shares 22 Approve Increase in Borrowing Powers For For Management -------------------------------------------------------------------------------- ROYAL DUTCH SHELL PLC Ticker: RDSA Security ID: G7690A100 Meeting Date: MAY 19, 2015 Meeting Type: Annual Record Date: MAY 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Re-elect Ben van Beurden as Director For For Management 4 Re-elect Guy Elliott as Director For For Management 5 Re-elect Euleen Goh as Director For For Management 6 Re-elect Simon Henry as Director For For Management 7 Re-elect Charles Holliday as Director For For Management 8 Re-elect Gerard Kleisterlee as Director For For Management 9 Re-elect Sir Nigel Sheinwald as For For Management Director 10 Re-elect Linda Stuntz as Director For For Management 11 Re-elect Hans Wijers as Director For For Management 12 Re-elect Patricia Woertz as Director For For Management 13 Re-elect Gerrit Zalm as Director For For Management 14 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors 15 Authorise Board to Fix Remuneration of For For Management Auditors 16 Authorise Issue of Equity with For For Management Pre-emptive Rights 17 Authorise Issue of Equity without For For Management Pre-emptive Rights 18 Authorise Market Purchase of Ordinary For For Management Shares 19 Approve Scrip Dividend Scheme For For Management 20 Authorise EU Political Donations and For For Management Expenditure 21 Approve Strategic Resilience for 2035 For For Shareholder and Beyond -------------------------------------------------------------------------------- ROYAL MAIL PLC Ticker: RMG Security ID: G7368G108 Meeting Date: JUL 24, 2014 Meeting Type: Annual Record Date: JUL 22, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Policy For For Management 3 Approve Remuneration Report For For Management 4 Approve Final Dividend For For Management 5 Elect Donald Brydon as Director For For Management 6 Elect Moya Greene as Director For For Management 7 Elect Matthew Lester as Director For For Management 8 Elect John Allan as Director For For Management 9 Elect Nick Horler as Director For For Management 10 Elect Cath Keers as Director For For Management 11 Elect Paul Murray as Director For For Management 12 Elect Orna Ni-Chionna as Director For For Management 13 Elect Les Owen as Director For For Management 14 Appoint Ernst & Young LLP as Auditors For For Management 15 Authorise Board to Fix Remuneration of For For Management Auditors 16 Authorise EU Political Donations and For For Management Expenditure 17 Approve Long Term Incentive Plan 2014 For For Management 18 Approve Savings-Related Share Option For For Management Scheme 2014 19 Authorise Issue of Equity with For For Management Pre-emptive Rights 20 Authorise Issue of Equity without For For Management Pre-emptive Rights 21 Authorise the Company to Call EGM with For For Management Two Weeks' Notice 22 Authorise Market Purchase of Ordinary For For Management Shares -------------------------------------------------------------------------------- RYOSAN CO. LTD. Ticker: 8140 Security ID: J65758112 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mimatsu, Naoto For Against Management 1.2 Elect Director Kurihara, Hiroyuki For For Management 1.3 Elect Director Sakata, Toshifumi For For Management 1.4 Elect Director Sato, Kazunori For For Management 1.5 Elect Director Homma, Koji For For Management 1.6 Elect Director Shibuya, Hiroshi For For Management 1.7 Elect Director Yoshiizumi, Yasuo For For Management 1.8 Elect Director Sakamoto, Iwao For For Management 1.9 Elect Director Nishiura, Masahide For For Management 1.10 Elect Director Sato, Fumiaki For For Management 1.11 Elect Director Kuwahata, Hideki For For Management 1.12 Elect Director Nishimoto, Kosuke For For Management -------------------------------------------------------------------------------- RYOYO ELECTRO CORP. Ticker: 8068 Security ID: J65801102 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: JAN 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 15 2.1 Elect Director Ogawa, Kenhachiro For Against Management 2.2 Elect Director Ouchi, Takayoshi For Against Management 2.3 Elect Director Horikiri, Yutaka For For Management 2.4 Elect Director Kikutsugi, Nobuo For For Management 2.5 Elect Director Kobayashi, Kenjiro For For Management 2.6 Elect Director Tanabe, Masaaki For For Management 2.7 Elect Director Hayakawa, Yoshiharu For For Management 2.8 Elect Director Nakahara, Tsumiko For For Management -------------------------------------------------------------------------------- SA GROUPE DELHAIZE Ticker: DELB Security ID: B33432129 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: MAY 14, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Directors' Reports (Non-Voting) None None Management 2 Receive Auditors' Reports (Non-Voting) None None Management 3 Receive Consolidated Financial None None Management Statements and Statutory Reports (Non-Voting) 4 Approve Financial Statements, For For Management Allocation of Income, and Dividends of EUR 1.60 per Share 5 Approve Discharge of Directors For For Management 6 Approve Discharge of Auditors For For Management 7.1 Reelect Shari Ballard as Director For For Management 7.2 Reelect Jacques de Vaucleroy as For For Management Director 7.3 Reelect Luc Vansteenkiste as Director For For Management 7.4 Elect Dominique Leroy as Director For For Management 7.5 Elect Patrick De Maeseneire as Director For For Management 8.1 Indicate Shari Ballard as Independent For For Management Board Member 8.2 Indicate Dominique Leroy as For For Management Independent Board Member 8.3 Indicate Patrick De Maeseneire as For For Management Independent Board Member 9 Approve Remuneration Report For Against Management 10 Approve Change-of-Control Clause Re : For For Management Bonds, Convertible Bonds, and Mediam-Term Notes -------------------------------------------------------------------------------- SABANA SHARIAH COMPLIANT INDUSTRIAL REIT Ticker: M1GU Security ID: Y7368R104 Meeting Date: APR 14, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Adopt Report of the Trustee, Statement For For Management by the Manager, Audited Financial Statements and Auditors' Report 2 Approve KPMG LLP as Auditors and For For Management Authorize Manager to Fix Their Remuneration 3 Approve Issuance of Equity or For Against Management Equity-Linked Securities with or without Preemptive Rights -------------------------------------------------------------------------------- SAF-HOLLAND S.A. Ticker: SFQ Security ID: L7999A102 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: APR 08, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive and Approve Board's Reports For For Management 2 Receive and Approve Auditor's Reports For For Management 3 Approve Financial Statements For For Management 4 Approve Consolidated Financial For For Management Statements 5 Approve Allocation of Income For For Management 6 Approve Discharge of Directors For For Management 7 Approve Discharge of Auditors For For Management 8 Renew Appointment of Ernst & Young S.A. For For Management as Auditor -------------------------------------------------------------------------------- SAFESTORE HOLDINGS PLC Ticker: SAFE Security ID: G77733106 Meeting Date: MAR 19, 2015 Meeting Type: Annual Record Date: MAR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Appoint Deloitte LLP as Auditors For For Management 4 Authorise Board to Fix Remuneration of For For Management Auditors 5 Approve Final Dividend For For Management 6 Re-elect Alan Lewis as Director For For Management 7 Re-elect Keith Edelman as Director For For Management 8 Re-elect Frederic Vecchioli as Director For For Management 9 Re-elect Andy Jones as Director For For Management 10 Re-elect Ian Krieger as Director For For Management 11 Elect Joanne Kenrick as Director For For Management 12 Authorise EU Political Donations and For For Management Expenditure 13 Authorise Issue of Equity with For For Management Pre-emptive Rights 14 Authorise Issue of Equity without For For Management Pre-emptive Rights 15 Authorise Market Purchase of Ordinary For For Management Shares 16 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- SAFRAN Ticker: SAF Security ID: F4035A557 Meeting Date: APR 23, 2015 Meeting Type: Annual/Special Record Date: APR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 1.20 per Share 4 Approve Personal Risk Insurance For For Management Benefits Agreement with Jean Paul Herteman 5 Approve Personal Risk Insurance For For Management Benefits Agreements with Stephane Abrial, Ross McInnes and Marc Ventre 6 Approve Auditors' Special Report on For For Management Related-Party Transactions Regarding New Transactions 7 Amend Articles 14 and 16 of Bylaws Re: For For Management Directors' Length of Term 8 Amend Article 14 of Bylaws Re: State For For Management Representatives Appointed by Decree and Directors Elected upon Proposal of the State 9 Elect Philippe Petitcolin as Director For For Management 10 Elect Ross McInnes as Director For For Management 11 Elect Patrick Gandil as Director For For Management 12 Elect Vincent Imbert as Director For For Management 13 Reelect Jean Lou Chameau as Director For For Management 14 Approve Remuneration of Directors in For For Management the Aggregate Amount of EUR 868,000 15 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 16 Advisory Vote on Compensation of Jean For For Management Paul Herteman, Chairman and CEO 17 Advisory Vote on Compensation of For For Management Vice-CEOs 18 Authorize Issuance of Equity or For Against Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 20 Million; and EUR 8 Million in the case of an Event of a Public Tender Offer or During the Pre-Offer Period 19 Authorize Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 8 Million in the case of an Event of a Public Tender Offer or During the Pre-Offer Period 20 Authorize Capital Increase of Up to For Against Management EUR 8 Million for Future Exchange Offers 21 Authorize Issuance of Equity or For Against Management Equity-Linked Securities for Private Placements up to Aggregate Nominal Amount of EUR 8 Million, Including in the Event of a Public Tender Offer or During the Pre-Offer Period 22 Authorize Board to Increase Capital in For Against Management the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above 23 Authorize Capitalization of Reserves For Against Management of Up to EUR 12.5 Million for Bonus Issue or Increase in Par Value; and EUR 8 Million in the case of an Event of a Public Tender Offer or During the Pre-Offer Period 24 Authorize Capital Issuances for Use in For Against Management Employee Stock Purchase Plans Including in the Event of a Public Tender Offer or Share Exchange Offer 25 Set Total Limit for Capital Increase For For Management to Result from All Issuance Requests at EUR 30 Million; and EUR 8 Million in the case of an Event of a Public Tender Offer or During the Pre-Offer Period 26 Authorize up to 0.1 Percent of Issued For Against Management Capital for Use in Restricted Stock Plans 27 Authorize Filing of Required For For Management Documents/Other Formalities A Amend Item 3 as Follows: Approve Against Against Shareholder Allocation of Income and Dividends of EUR 1.12 per Share -------------------------------------------------------------------------------- SAFT GROUPE SA Ticker: SAFT Security ID: F7758P107 Meeting Date: MAY 12, 2015 Meeting Type: Annual/Special Record Date: MAY 07, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 0.82 per Share 4 Approve Stock Dividend Program (Cash For For Management or New Shares) 5 Authorize Repurchase of Up to 0.80 For For Management Percent of Issued Share Capital (Liquidity Contract) 6 Authorize Repurchase of Up to 10 For Against Management Percent of Issued Share Capital 7 Ratify Appointment of Marie Claire For For Management Daveau as Supervisory Board Member 8 Approve Remuneration of Members of the For For Management Supervisory Board in the Aggregate Amount of EUR 280,000 9 Advisory Vote on Compensation of Bruno For Against Management Dathis, Member of the Management Board 10 Advisory Vote on Compensation of For Against Management Franck Cecchi, Member of the Management Board 11 Advisory Vote on Compensation of Tom For Against Management Alcide, Member of the Management Board 12 Advisory Vote on Compensation of For Against Management Xavier Delacroix, Member of the Management Board 13 Advisory Vote on Compensation of For Against Management Elisabeth Ledger, Member of the Management Board 14 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 15 Approve Issuance of Equity or For Against Management Equity-Linked Securities for up to 10 Percent of Issued Capital Per Year for Private Placements, up to Aggregate Nominal Amount of EUR 250 Million 16 Authorize Capital Issuances for Use in Against For Management Employee Stock Purchase Plans 17 Authorize up to 3 Percent of Issued For Against Management Capital for Use in Restricted Stock Plans 18 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- SAKAI CHEMICAL INDUSTRY CO. LTD. Ticker: 4078 Security ID: J66489121 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles to Indemnify Directors For For Management - Indemnify Statutory Auditors 2.1 Elect Director Yabunaka, Iwao For Against Management 2.2 Elect Director Yabe, Masaaki For Against Management 2.3 Elect Director Yoshikawa, Yoshiyuki For For Management 2.4 Elect Director Akamizu, Koji For For Management 2.5 Elect Director Yoshioka, Akira For For Management 2.6 Elect Director Chikada, Mitsuaki For For Management 2.7 Elect Director Sado, Megumu For For Management 2.8 Elect Director Ide, Akihiko For For Management 2.9 Elect Director Nakanishi, Atsuya For For Management 2.10 Elect Director Okamoto, Yasuhiro For For Management 2.11 Elect Director Sasai, Kazumi For For Management 3 Approve Retirement Bonus and Special For Against Management Payments Related to Retirement Bonus System Abolition -------------------------------------------------------------------------------- SAMSON HOLDING LTD. Ticker: 00531 Security ID: G7783W100 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAY 04, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3 Elect Shan Huei Kuo as Director For For Management 4 Elect Yuang-Whang Liao as Director For For Management 5 Elect Siu Ki Lau as Director For Against Management 6 Authorize Board to Fix Remuneration of For For Management Directors 7 Approve Ernst & Young as Auditors and For For Management Authorize Board to Fix Their Remuneration 8 Authorize Repurchase of Issued Share For For Management Capital 9 Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights 10 Authorize Reissuance of Repurchased For Against Management Shares -------------------------------------------------------------------------------- SAMSUNG ELECTRONICS CO. LTD. Ticker: 005930 Security ID: Y74718100 Meeting Date: MAR 13, 2015 Meeting Type: Annual Record Date: DEC 31, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Allocation of Income 2.1.1 Elect Kim Han-Joong as Outside Director For For Management 2.1.2 Elect Lee Byung-Gi as Outside Director For For Management 2.2 Elect Kwon Oh-Hyun as Inside Director For For Management 2.3 Elect Kim Han-Joong as Member of Audit For For Management Committee 3 Approve Total Remuneration of Inside For For Management Directors and Outside Directors -------------------------------------------------------------------------------- SANDS CHINA LTD. Ticker: 01928 Security ID: G7800X107 Meeting Date: JUN 17, 2015 Meeting Type: Annual Record Date: JUN 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3a Elect Sheldon Gary Adelson as Director For For Management 3b Elect Michael Alan Leven as Director For For Management 3c Elect David Muir Turnbull as Director For For Management 3d Elect Victor Patrick Hoog Antink as For For Management Director 3e Authorize Board to Fix Remuneration of For For Management Directors 4 Approve Deloitte Touche Tohmatsu as For For Management Auditors and Authorize Board to Fix Their Remuneration 5 Authorize Repurchase of Issued Share For For Management Capital 6 Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights 7 Authorize Reissuance of Repurchased For Against Management Shares -------------------------------------------------------------------------------- SANOFI Ticker: SAN Security ID: F5548N101 Meeting Date: MAY 04, 2015 Meeting Type: Annual/Special Record Date: APR 28, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 2.85 per Share 4 Approve Auditors' Special Report on For Against Management Related-Party Transactions 5 Reelect Serge Weinberg as Director For For Management 6 Reelect Suet-Fern Lee as Director For For Management 7 Ratify Appointment of Bonnie Bassler For For Management as Director 8 Reelect Bonnie Bassler as Director For For Management 9 Ratify Appointment of Olivier For For Management Brandicourt as Director 10 Advisory Vote on Compensation of Serge For For Management Weinberg 11 Advisory Vote on Compensation of For Against Management Christopher Viehbacher 12 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 13 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 1.3 Billion 14 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 260 Million 15 Approve Issuance of Equity or For For Management Equity-Linked Securities for Private Placements, up to Aggregate Nominal Amount of EUR 260 Million 16 Approve Issuance of Debt Securities For For Management Giving Access to New Shares of Subsidiaries and/or Existing Shares and/or Debt Securities, up to Aggregate Amount of EUR 7 Billion 17 Authorize Board to Increase Capital in For For Management the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above 18 Authorize Capital Increase of up to 10 For For Management Percent of Issued Capital for Contributions in Kind 19 Authorize Capitalization of Reserves For Against Management of Up to EUR 500 Million for Bonus Issue or Increase in Par Value 20 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 21 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 22 Authorize up to 1.2 Percent of Issued For For Management Capital for Use in Restricted Stock Plans 23 Amend Article 7 of Bylaws Re: For Against Management Shareholding Disclosure Thresholds 24 Amend Article 19 of Bylaws Re: For For Management Attendance to General Meetings 25 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- SANOH INDUSTRIAL CO. LTD. Ticker: 6584 Security ID: J68080100 Meeting Date: JUN 23, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Takeda, Yozo For For Management 1.2 Elect Director Shinohara, Toshiyuki For For Management 1.3 Elect Director Hosojima, Takashi For For Management 1.4 Elect Director Takeda, Genya For For Management 1.5 Elect Director Tamura, Yutaka For For Management 1.6 Elect Director Nakamoto, Hirohisa For For Management 1.7 Elect Director Anthony Enomoto For For Management 1.8 Elect Director Manabe, Masami For For Management 1.9 Elect Director Yamaguchi, Ikuhiro For For Management 1.10 Elect Director Sasaki, Munetoshi For For Management -------------------------------------------------------------------------------- SANOMA OYJ Ticker: SAA1V Security ID: X75713119 Meeting Date: APR 08, 2015 Meeting Type: Annual Record Date: MAR 25, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Call the Meeting to Order None None Management 3 Designate Inspector or Shareholder For For Management Representative(s) of Minutes of Meeting 4 Acknowledge Proper Convening of Meeting For For Management 5 Prepare and Approve List of For For Management Shareholders 6 Receive Financial Statements and None None Management Statutory Reports 7 Accept Financial Statements and For For Management Statutory Reports 8 Approve Allocation of Income and For For Management Dividends of EUR 0.20 Per Share; Approve Transfer of EUR 550,000 for Donations Reserve to be Used by the Board of Directors 9 Approve Discharge of Board and For For Management President 10 Approve Monthly Remuneration of For For Management Directors in the Amount of EUR 8,500 for Chairman; EUR 6,500 for Deputy Chair, and EUR 5,500 for Other Directors; Approve Meeting Fees and Remuneration of Committee Work 11 Fix Number of Directors at Ten For For Management 12 Reelect Robin Langenskiold as For For Management Director; Elect Susan Duinhoven and Denise Koopmans as New Directors; Elect Antti Herlin as Chairman and Pekka Ala-Pietila as Deputy Chairman 13 Approve Remuneration of Auditors For For Management 14 Ratify KPMG as Auditors For For Management 15 Authorize Share Repurchase Program For For Management 16 Close Meeting None None Management -------------------------------------------------------------------------------- SANSHIN ELECTRONICS Ticker: 8150 Security ID: J68381110 Meeting Date: JUN 19, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 30 2 Amend Articles to Indemnify Directors For For Management - Indemnify Statutory Auditors 3.1 Elect Director Matsunaga, Mitsumasa For Against Management 3.2 Elect Director Suzuki, Toshiro For Against Management 3.3 Elect Director Akabane, Masashi For For Management 3.4 Elect Director Kamoshita, Mitsuo For For Management 3.5 Elect Director Ota, Yasuhiko For For Management 3.6 Elect Director Kitamura, Fumihide For For Management 3.7 Elect Director Hatano, Nobuyuki For For Management 3.8 Elect Director Misono, Akio For For Management 3.9 Elect Director Sakamoto, Koji For For Management 3.10 Elect Director Nakagawa, Shunichi For For Management 4 Appoint Statutory Auditor Yamamoto, For For Management Shohei -------------------------------------------------------------------------------- SAP SE Ticker: SAP Security ID: D66992104 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: APR 28, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2014 (Non-Voting) 2 Approve Allocation of Income and For For Management Dividends of EUR 1.10 per Share 3 Approve Discharge of Management Board For For Management for Fiscal 2014 4 Approve Discharge of Supervisory Board For For Management for Fiscal 2014 5 Ratify KPMG AG as Auditors for Fiscal For For Management 2015 6.1 Approve Creation of EUR 250 Million For For Management Pool of Capital with Preemptive Rights 6.2 Approve Creation of EUR 250 Million For For Management Pool of Capital with Partial Exclusion of Preemptive Rights 7 Approve Remuneration of Supervisory For For Management Board -------------------------------------------------------------------------------- SAPUTO INC. Ticker: SAP Security ID: 802912105 Meeting Date: AUG 05, 2014 Meeting Type: Annual Record Date: JUN 13, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Emanuele (Lino) Saputo For For Management 1.2 Elect Director Lino A. Saputo, Jr. For For Management 1.3 Elect Director Lucien Bouchard For For Management 1.4 Elect Director Pierre Bourgie For For Management 1.5 Elect Director Henry E. Demone For For Management 1.6 Elect Director Anthony M. Fata For For Management 1.7 Elect Director Annalisa King For For Management 1.8 Elect Director Tony Meti For For Management 1.9 Elect Director Caterina Monticciolo For For Management 1.10 Elect Director Patricia Saputo For For Management 1.11 Elect Director Annette Verschuren For For Management 2 Approve Deloitte LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration -------------------------------------------------------------------------------- SAVILLS PLC Ticker: SVS Security ID: G78283119 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: MAY 11, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Final Dividend For For Management 4 Re-elect Peter Smith as Director For For Management 5 Re-elect Jeremy Helsby as Director For For Management 6 Re-elect Martin Angle as Director For For Management 7 Re-elect Tim Freshwater as Director For For Management 8 Re-elect Charles McVeigh as Director For For Management 9 Re-elect Simon Shaw as Director For For Management 10 Elect Liz Hewitt as Director For For Management 11 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors 12 Authorise Board to Fix Remuneration of For For Management Auditors 13 Authorise Issue of Equity with For For Management Pre-emptive Rights 14 Authorise Issue of Equity without For For Management Pre-emptive Rights 15 Authorise Market Purchase of Ordinary For For Management Shares 16 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- SCHNEIDER ELECTRIC SA Ticker: SU Security ID: F86921107 Meeting Date: APR 21, 2015 Meeting Type: Annual/Special Record Date: APR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 1.92 per Share 4 Approve Transaction with Vice Chairman For For Management 5 Approve Agreement with Jean Pascal For For Management Tricoire 6 Approve Agreement with Emmanuel Babeau For Against Management 7 Advisory Vote on Compensation of Jean For Against Management Pascal Tricoire 8 Advisory Vote on Compensation of For Against Management Emmanuel Babeau 9 Elect Gregory Spierkel as Director For For Management 10 Reelect Betsy Atkins as Director For For Management 11 Reelect Jeong Kim as Director For For Management 12 Reelect Gerard de La Martiniere as For For Management Director 13 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 14 Authorize Issuance of Equity or For Against Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 800 Million 15 Authorize Capitalization of Reserves For For Management of Up to EUR 800 Million for Bonus Issue or Increase in Par Value 16 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 800 Million 17 Authorize Board to Increase Capital in For Against Management the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above 18 Authorize Capital Increase of up to For For Management EUR 230 Million of Issued Capital for Contributions in Kind 19 Approve Issuance of Equity or For For Management Equity-Linked Securities for Private Placements up to Aggregate Nominal Amount of EUR 115 Million 20 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 21 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans Reserved for Employees of International Subsidiaries 22 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 23 Amend Article 13 of Bylaws Re: Related For For Management Party Transactions 24 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- SCHNEIDER ELECTRIC SA Ticker: SU Security ID: F86921107 Meeting Date: APR 21, 2015 Meeting Type: Annual/Special Record Date: APR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 1.92 per Share 4 Approve Transaction with Vice Chairman For For Management 5 Approve Agreement with Jean Pascal For For Management Tricoire 6 Approve Agreement with Emmanuel Babeau For Against Management 7 Advisory Vote on Compensation of Jean For Against Management Pascal Tricoire 8 Advisory Vote on Compensation of For Against Management Emmanuel Babeau 9 Elect Gregory Spierkel as Director For For Management 10 Reelect Betsy Atkins as Director For For Management 11 Reelect Jeong Kim as Director For For Management 12 Reelect Gerard de La Martiniere as For For Management Director 13 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 14 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 800 Million 15 Authorize Capitalization of Reserves For For Management of Up to EUR 800 Million for Bonus Issue or Increase in Par Value 16 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 800 Million 17 Authorize Board to Increase Capital in For For Management the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above 18 Authorize Capital Increase of up to For For Management EUR 230 Million of Issued Capital for Contributions in Kind 19 Approve Issuance of Equity or For For Management Equity-Linked Securities for Private Placements up to Aggregate Nominal Amount of EUR 115 Million 20 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 21 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans Reserved for Employees of International Subsidiaries 22 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 23 Amend Article 13 of Bylaws Re: Related For For Management Party Transactions 24 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- SCHOELLER-BLECKMANN OILFIELD EQUIPMENT AG Ticker: SBO Security ID: A7362J104 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: APR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports (Non-Voting) 2 Approve Allocation of Income For For Management 3 Approve Discharge of Management Board For For Management 4 Approve Discharge of Supervisory Board For For Management 5 Ratify Auditors For For Management 6 Approve Remuneration of Supervisory For For Management Board Members 7 Elect Karl Schleinzer as Supervisory For Against Management Board Member -------------------------------------------------------------------------------- SCHRODER REAL ESTATE INVESTMENT TRUST LTD Ticker: SREI Security ID: G8094P107 Meeting Date: APR 28, 2015 Meeting Type: Special Record Date: APR 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Adopt New Articles of Incorporation For For Management -------------------------------------------------------------------------------- SCSK CORP. Ticker: 9719 Security ID: J70081104 Meeting Date: JUN 25, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles to Indemnify Directors For For Management - Indemnify Statutory Auditors 2.1 Elect Director Nakaido, Nobuhide For For Management 2.2 Elect Director Osawa, Yoshio For For Management 2.3 Elect Director Kamata, Hiroaki For For Management 2.4 Elect Director Kurimoto, Shigeo For For Management 2.5 Elect Director Suzuki, Masahiko For For Management 2.6 Elect Director Suzuki, Hisakazu For For Management 2.7 Elect Director Fukushima, Kimio For For Management 2.8 Elect Director Furunuma, Masanori For For Management 2.9 Elect Director Kumazaki, Tatsuyasu For For Management 2.10 Elect Director Tanihara, Toru For For Management 2.11 Elect Director Ichino, Takahiro For For Management 2.12 Elect Director Fukunaga, Tetsuya For For Management 2.13 Elect Director Yamazaki, Hiroyuki For For Management 2.14 Elect Director Endo, Masatoshi For For Management 2.15 Elect Director Kato, Toshiyuki For For Management 2.16 Elect Director Naito, Tatsujiro For For Management 2.17 Elect Director Fuchigami, Iwao For For Management 2.18 Elect Director Yasuda, Yuko For For Management 3 Appoint Statutory Auditor Yasunami, For For Management Shigeki -------------------------------------------------------------------------------- SEB SA Ticker: SK Security ID: F82059100 Meeting Date: MAY 12, 2015 Meeting Type: Annual/Special Record Date: MAY 07, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Allocation of Income and For For Management Dividends of EUR 1.44 per Share 3 Approve Consolidated Financial For For Management Statements and Statutory Reports 4 Approve Severance Payment Agreement For Against Management and Additional Pension Scheme Agreement with Vice-CEO 5 Reelect Hubert Fevre as Director For Against Management 6 Reelect Cedric Lescure as Director For Against Management 7 Elect William Gairard as Director For Against Management 8 Renew Appointment of For For Management PricewaterhouseCoopers Audit as Auditor 9 Appoint Jean-Christophe Georghiou as For For Management Alternate Auditor 10 Appoint Mazars as Auditor For For Management 11 Appoint Gilles Rainaut as Alternate For For Management Auditor 12 Advisory Vote on Compensation of For For Management Thierry de La Tour D Artaise, Chairman and CEO 13 Advisory Vote on Compensation of For For Management Bertrand Neuschwander, Vice-CEO 14 Authorize Repurchase of Up to 10 For Against Management Percent of Issued Share Capital 15 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 16 Authorize up to 171,075 Shares for Use For Against Management in Restricted Stock Plans 17 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 5 Million 18 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 5 Million 19 Authorize Capitalization of Reserves For For Management of Up to EUR 10 Million for Bonus Issue or Increase in Par Value 20 Set Total Limit for Capital Increase For For Management to Result from Issuance Requests under Items 17 and 18 at EUR 10 Million 21 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 22 Adopt New Bylaws For Against Management 23 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- SECHE ENVIRONNEMENT Ticker: SCHP Security ID: F8211M103 Meeting Date: APR 28, 2015 Meeting Type: Annual/Special Record Date: APR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Discharge Directors 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Treatment of Losses and For For Management Dividends of EUR 0.95 per Share 4 Acknowledge Auditors' Special Report For For Management on Related-Party Transactions Mentioning the Absence of New Transactions 5 Elect Pascale Amenc-Antoni as Director For For Management 6 Elect Carine Salvy as Director For For Management 7 Elect Francoise Tauzinat as Director For For Management 8 Elect Maxime Seche as Director For Against Management 9 Elect Pierre-Henri Chappaz as Director For For Management 10 Elect Guillaume Cadiou as Director For For Management 11 Reelect Joel Seche as Director For Against Management 12 Reelect Jean-Pierre Vallee as Director For For Management 13 Approve Remuneration of Directors in For For Management the Aggregate Amount of EUR 120,000 14 Authorize Repurchase of Up to 10 For Against Management Percent of Issued Share Capital 15 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 16 Authorize Capitalization of Reserves For For Management of Up to EUR 172,697 for Bonus Issue or Increase in Par Value 17 Advisory Vote on Compensation of Joel For Against Management Seche, Chairman and CEO -------------------------------------------------------------------------------- SEIKO EPSON CORP. Ticker: 6724 Security ID: J7030F105 Meeting Date: JUN 25, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 80 2.1 Elect Director Usui, Minoru For For Management 2.2 Elect Director Hama, Noriyuki For For Management 2.3 Elect Director Inoue, Shigeki For For Management 2.4 Elect Director Fukushima, Yoneharu For For Management 2.5 Elect Director Kubota, Koichi For For Management 2.6 Elect Director Okumura, Motonori For For Management 2.7 Elect Director Watanabe, Junichi For For Management 2.8 Elect Director Kawana, Masayuki For For Management 2.9 Elect Director Aoki, Toshiharu For For Management 2.10 Elect Director Omiya, Hideaki For For Management 3 Approve Annual Bonus Payment to For For Management Directors -------------------------------------------------------------------------------- SEKISUI CHEMICAL CO. LTD. Ticker: 4204 Security ID: J70703137 Meeting Date: JUN 25, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 14 2 Amend Articles to Clarify Director For For Management Authority on Shareholder Meetings - Indemnify Directors - Indemnify Statutory Auditors - Reflect Changes in Law 3.1 Elect Director Negishi, Naofumi For For Management 3.2 Elect Director Koge, Teiji For For Management 3.3 Elect Director Kubo, Hajime For For Management 3.4 Elect Director Uenoyama, Satoshi For For Management 3.5 Elect Director Sekiguchi, Shunichi For For Management 3.6 Elect Director Kato, Keita For For Management 3.7 Elect Director Hirai, Yoshiyuki For For Management 3.8 Elect Director Nagashima, Toru For For Management 3.9 Elect Director Ishizuka, Kunio For For Management 4.1 Appoint Statutory Auditor Nishi, For For Management Yasuhiro 4.2 Appoint Statutory Auditor Suzuki, For For Management Kazuyuki 5 Approve Stock Option Plan For For Management -------------------------------------------------------------------------------- SEKISUI HOUSE LTD. Ticker: 1928 Security ID: J70746136 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: JAN 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 25 2 Approve Annual Bonus Payment to For For Management Directors -------------------------------------------------------------------------------- SEKISUI PLASTICS CO. LTD. Ticker: 4228 Security ID: J70832126 Meeting Date: JUN 23, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 5.5 2 Amend Articles to Indemnify Directors For For Management - Indemnify Statutory Auditors - Reflect Changes in Law 3.1 Elect Director Kashiwabara, Masato For Against Management 3.2 Elect Director Sano, Yoshihide For For Management 3.3 Elect Director Tsujimura, Hiroshi For For Management 3.4 Elect Director Ikegaki, Tetsuya For For Management 3.5 Elect Director Sasaki, Masanobu For For Management 3.6 Elect Director Ono, Keizo For For Management 3.7 Elect Director Amimoto, Katsuya For For Management 3.8 Elect Director Baba, Hiroyuki For For Management -------------------------------------------------------------------------------- SEMBCORP MARINE LTD. Ticker: S51 Security ID: Y8231K102 Meeting Date: APR 17, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Adopt Financial Statements and For For Management Directors' and Auditors' Reports 2 Approve Final Dividend For For Management 3 Elect Mohd Hassan Marican as Director For For Management 4 Elect Tang Kin Fei as Director For For Management 5 Elect Ron Foo Siang Guan as Director For For Management 6 Approve Directors' Fees for the Year For For Management Ended December 31, 2014 7 Approve Directors' Fees for the Year For For Management Ending December 31, 2015 8 Approve KPMG LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration 9 Approve Issuance of Equity or For For Management Equity-Linked Securities with or without Preemptive Rights 10 Approve Grant of Awards and Issuance For For Management of Shares Pursuant to the Sembcorp Marine Performance Share Plan 2010 and/or the Sembcorp Marine Restricted Share Plan 2010 -------------------------------------------------------------------------------- SEMBCORP MARINE LTD. Ticker: S51 Security ID: Y8231K102 Meeting Date: APR 17, 2015 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Mandate for Interested Person For For Management Transactions 2 Authorize Share Repurchase Program For For Management -------------------------------------------------------------------------------- SES SA Ticker: SESG Security ID: L8300G135 Meeting Date: APR 02, 2015 Meeting Type: Annual Record Date: MAR 19, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Attendance List, Quorum, and Adoption None None Management of Agenda 2 Appoint One Secretary and Two Meeting None None Management Scrutineers 3 Receive Board's 2014 Activities Report None None Management 4 Receive Explanations on Main None None Management Developments during 2014 and Perspectives 5 Receive Information on 2014 Financial None None Management Results 6 Receive Auditor's Report None None Management 7 Accept Consolidated and Individual For For Management Financial Statements 8 Approve Allocation of Income For For Management 9 Approve Standard Accounting Transfers For For Management 10 Approve Discharge of Directors For For Management 11 Approve Discharge of Auditors For For Management 12 Approve Auditors and Authorize Board For For Management to Fix Their Remuneration 13 Approve Share Repurchase For For Management 14.1 Ratify Cooptation of A.C. Ries as For For Management Director 14.2 Ratify Cooptation of K. Wehr-Seiter as For For Management Director 15.1 Elect H. De Liedekerke Beaufort as For For Management Director 15.2 Elect C. Kullman as Director For For Management 15.3 Elect M. Speeckaert as Director For For Management 15.4 Elect K. Wehr-Seiter as Director For For Management 15.5 Elect S. Allegrezza as Director For For Management 15.6 Elect V. Rod as Director For For Management 16 Approve Remuneration of Directors For For Management 17 Transact Other Business (Non-Voting) None None Management -------------------------------------------------------------------------------- SES SA Ticker: SESG Security ID: L8300G135 Meeting Date: APR 02, 2015 Meeting Type: Special Record Date: MAR 19, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Attendance List, Quorum, and Adoption None None Management of Agenda 2 Appoint One Secretary and Two Meeting None None Management Scrutineers 3 Amend Article 10 Re: Daily Management For For Management - Special Powers 4 Amend Article 11 Re: Board Chairman For For Management 5 Amend Article 27 Re: Shareholders' For Against Management Competence to Discharge Auditors 6 Amend Article 28 Re: Accounting Year For For Management and According Filing Requirements 7 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights 8 Transact Other Business (Non-Voting) None None Management -------------------------------------------------------------------------------- SEVEN & I HOLDINGS CO LTD Ticker: 3382 Security ID: J7165H108 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: FEB 28, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 36.5 2.1 Elect Director Suzuki, Toshifumi For For Management 2.2 Elect Director Murata, Noritoshi For For Management 2.3 Elect Director Goto, Katsuhiro For For Management 2.4 Elect Director Ito, Junro For For Management 2.5 Elect Director Takahashi, Kunio For For Management 2.6 Elect Director Shimizu, Akihiko For For Management 2.7 Elect Director Isaka, Ryuichi For For Management 2.8 Elect Director Anzai, Takashi For For Management 2.9 Elect Director Otaka, Zenko For For Management 2.10 Elect Director Suzuki, Yasuhiro For For Management 2.11 Elect Director Joseph M. DePinto For For Management 2.12 Elect Director Scott Trevor Davis For For Management 2.13 Elect Director Tsukio, Yoshio For For Management 2.14 Elect Director Ito, Kunio For For Management 2.15 Elect Director Yonemura, Toshiro For For Management 3 Appoint Statutory Auditor Eguchi, Masao For For Management 4 Approve Deep Discount Stock Option Plan For For Management -------------------------------------------------------------------------------- SEVEN WEST MEDIA LTD. Ticker: SWM Security ID: Q8461Y102 Meeting Date: NOV 12, 2014 Meeting Type: Annual Record Date: NOV 10, 2014 # Proposal Mgt Rec Vote Cast Sponsor 2 Elect Michelle Deaker as Director For For Management 3 Elect Ryan Stokes as Director For For Management 4 Approve the Remuneration Report For For Management 5 Approve the Grant of Up to 833,333 For For Management Performance Rights to Tim Worner, Chief Executive Officer of the Company -------------------------------------------------------------------------------- SGS SA Ticker: SGSN Security ID: H7484G106 Meeting Date: MAR 12, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1.1 Accept Financial Statements and For For Management Statutory Reports 1.2 Approve Remuneration Report For For Management 2 Approve Discharge of Board and Senior For For Management Management 3 Approve Allocation of Income and For For Management Dividends of CHF 68 per Share 4.1a Reelect Sergio Marchionne as Director For Against Management 4.1b Reelect Paul Desmarais as Director For Against Management 4.1c Reelect August von Finck as Director For Against Management 4.1d Reelect August Francois von Finck as For Against Management Director 4.1e Reelect Ian Gallienne as Director For Against Management 4.1f Reelect Cornelius Grupp as Director For For Management 4.1g Reelect Peter Kalantzis as Director For For Management 4.1h Reelect Christopher Kirk as Director For Against Management 4.1i Reelect Gerard Lamarche as Director For Against Management 4.1j Reelect Shelby du Pasquier as Director For For Management 4.2 Elect Sergio Marchionne as Board For Against Management Chairman 4.3.1 Appoint August von Finck as Member of For Against Management the Compensation Committee 4.3.2 Appoint Ian Gallienne as Member of the For Against Management Compensation Committee 4.3.3 Appoint Shelby du Pasquier as Member For For Management of the Compensation Committee 4.4 Ratify Deloitte SA as Auditors For For Management 4.5 Designate Notaire Jeandin & Defacqz as For For Management Independent Proxy 5 Amend Articles Re: Ordinance Against For Against Management Excessive Remuneration at Listed Companies 6 Approve Creation of CHF 500,000 Pool For For Management of Capital without Preemptive Rights 7.1 Approve Remuneration of Board of For For Management Directors Until 2016 AGM in the Amount of CHF 2.1 Million 7.2 Approve Maximum Fixed Remuneration of For For Management Operations Council for Fiscal 2016 in the Amount of CHF 9 Million 7.3 Approve Annual Variable Remuneration For For Management of Operations Council for Fiscal 2014 in the Amount of CHF 5.6 Million 7.4 Approve Remuneration of Executive For For Management Committee in the Amount of up to CHF 30 Million Under Long Term Incentive Plan 8 Transact Other Business (Voting) For Against Management -------------------------------------------------------------------------------- SHIN-ETSU CHEMICAL CO. LTD. Ticker: 4063 Security ID: J72810120 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 50 2.1 Elect Director Saito, Yasuhiko For For Management 2.2 Elect Director Ishihara, Toshinobu For For Management 2.3 Elect Director Takasugi, Koji For For Management 2.4 Elect Director Matsui, Yukihiro For For Management 2.5 Elect Director Frank Peter Popoff For Against Management 2.6 Elect Director Miyazaki, Tsuyoshi For For Management 2.7 Elect Director Fukui, Toshihiko For For Management 2.8 Elect Director Miyajima, Masaki For For Management 2.9 Elect Director Kasahara, Toshiyuki For For Management 2.10 Elect Director Onezawa, Hidenori For For Management 2.11 Elect Director Ueno, Susumu For For Management 2.12 Elect Director Maruyama, Kazumasa For For Management 3.1 Appoint Statutory Auditor Okada, Osamu For For Management 3.2 Appoint Statutory Auditor Nagano, For For Management Kiyoshi 3.3 Appoint Statutory Auditor Okamoto, For For Management Hiroaki 4 Approve Stock Option Plan For For Management 5 Approve Takeover Defense Plan (Poison For Against Management Pill) -------------------------------------------------------------------------------- SHINKO SHOJI CO. LTD. Ticker: 8141 Security ID: J73369118 Meeting Date: JUN 24, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kitai, Akio For Against Management 1.2 Elect Director Ogawa, Tatsuya For Against Management 1.3 Elect Director Sasaki, Takamichi For For Management 1.4 Elect Director Inaba, Junichi For For Management 1.5 Elect Director Masaki, Teru For For Management 1.6 Elect Director Yuge, Fumitaka For For Management 1.7 Elect Director Hosono, Katsuhiro For For Management 1.8 Elect Director Miyazawa, Kiyotaka For For Management 1.9 Elect Director Oura, Toshio For For Management 2 Appoint Statutory Auditor Yanai, For For Management Ginjiro 3 Approve Aggregate Compensation For For Management Ceilings for Directors and Equity Compensation Plan -------------------------------------------------------------------------------- SHOWA SANGYO CO. LTD. Ticker: 2004 Security ID: J75347104 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 9 2.1 Elect Director Okada, Shigeru For For Management 2.2 Elect Director Sakuma, Jun For For Management 2.3 Elect Director Niitsuma, Kazuhiko For For Management 2.4 Elect Director Nakamura, Keisuke For For Management 2.5 Elect Director Hinokuma, Keiichi For For Management 2.6 Elect Director Tsuchiya, Nobuhito For For Management 2.7 Elect Director Tamai, Akira For For Management 2.8 Elect Director Yanagiya, Takashi For For Management 3 Appoint Statutory Auditor Kurihara, For Against Management Kazuyasu 4 Appoint Alternate Statutory Auditor For Against Management Takahashi, Yoshiki -------------------------------------------------------------------------------- SIEGFRIED HOLDING AG Ticker: SFZN Security ID: H75942153 Meeting Date: APR 14, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Allocation of Income and For For Management Dividends of CHF 1.50 per Share from Capital Contribution Reserves 3 Approve Discharge of Board of Directors For For Management 4.1 Approve Maximum Remuneration of Board For For Management of Directors in the Amount of CHF 1.25 Million 4.2.1 Approve Fixed Remuneration of For For Management Executive Committee in the Amount of CHF 3.5 Million 4.2.2 Approve Short-Term Performance-Based For For Management Remuneration of Executive Committee in the Amount of CHF 710,000 4.2.3 Approve Long-Term Performance-Based For For Management Remuneration of Executive Committee in the Amount of CHF 922,000 5.1.1 Reelect Colin Bond as Director For For Management 5.1.2 Reelect Wolfram Carius as Director For For Management 5.1.3 Reelect Andreas Casutt as Director For For Management 5.1.4 Reelect Reto Garzetti as Director For For Management 5.1.5 Reelect Felix Meyer as Director For For Management 5.1.6 Reelect Thomas Villiger as Director For For Management 5.2 Reelect Andreas Casutt as Board For For Management Chairman 5.3.1 Appoint Reto Garzetti as Member of the For For Management Compensation Committee 5.3.2 Appoint Felix Meyer as Member of the For For Management Compensation Committee 5.3.3 Appoint Thomas Villiger as Member of For For Management the Compensation Committee 6 Designate BDO AG as Independent Proxy For For Management 7 Ratify PricewaterhouseCoopers AG as For For Management Auditors 8 Transact Other Business (Voting) For Against Management -------------------------------------------------------------------------------- SIEMENS AG Ticker: SIE Security ID: D69671218 Meeting Date: JAN 27, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2013/2014 (Non-Voting) 2 Approve Allocation of Income and For Did Not Vote Management Dividends of EUR 3.30 per Share 3 Approve Discharge of Management Board For Did Not Vote Management for Fiscal 2013/2014 4 Approve Discharge of Supervisory Board For Did Not Vote Management for Fiscal 2013/2014 5 Approve Remuneration System for For Did Not Vote Management Management Board Members 6 Ratify Ernst & Young GmbH as Auditors For Did Not Vote Management for Fiscal 2014/2015 7.1 Elect Nathalie von Siemens to the For Did Not Vote Management Supervisory Board 7.2 Elect Norbert Reithofer to the For Did Not Vote Management Supervisory Board 8 Authorize Share Repurchase Program and For Did Not Vote Management Reissuance or Cancellation of Repurchased Shares 9 Authorize Use of Financial Derivatives For Did Not Vote Management when Repurchasing Shares 10 Approve Issuance of Warrants/Bonds For Did Not Vote Management with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 15 Billion; Approve Creation of EUR 240 Million Pool of Capital to Guarantee Conversion Rights 11 Approve Settlement Agreement Between For Did Not Vote Management Siemens AG and Heinz-Joachim Neubuerger, Concluded on August 26, 2014 12 Amend Articles Re: Board-Related For Did Not Vote Management 13 Approve Affiliation Agreements with For Did Not Vote Management Subsidiary Kyros 47 GmbH -------------------------------------------------------------------------------- SIGMA PHARMACEUTICALS LTD. Ticker: SIP Security ID: Q8484A107 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAY 04, 2015 # Proposal Mgt Rec Vote Cast Sponsor 3 Approve the Remuneration Report For For Management 4.1 Elect Linda Nicholls as Director For Against Management 4.2 Elect David Bayes as Director For For Management 5.1 Approve the Grant of Performance For For Management Rights (Short Term Incentive) to Mark Hooper, Managing Director and Chief Executive Officer of the Company 5.2 Approve the Issuance of the STIP For For Management Performance Rights on an Accelerated Event and Payment of Termination Benefits to Mark Hooper, Managing Director and Chief Executive Officer of the Company 6 Approve the Increase in Maximum None For Management Aggregate Remuneration of Non-Executive Directors -------------------------------------------------------------------------------- SIKA AG Ticker: SIK Security ID: H7631K158 Meeting Date: APR 14, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For Did Not Vote Management Statutory Reports 2 Approve Allocation of Income and For Did Not Vote Management Dividends of CHF 72.00 per Bearer Share and CHF 12.00 per Registered Share 3 Approve Discharge of Board and Senior For Did Not Vote Management Management 4.1.1 Reelect Paul Haelg as Director For Did Not Vote Management 4.1.2 Reelect Urs Burkard as Director For Did Not Vote Management (Representing Holders of Registered Shares) 4.1.3 Reelect Frits van Dijk as Director For Did Not Vote Management (Representing Holders of Bearer Shares) 4.1.4 Reelect Willi Leimer as Director For Did Not Vote Management 4.1.5 Reelect Monika Ribar as Director For Did Not Vote Management 4.1.6 Reelect Daniel Sauter as Director For Did Not Vote Management 4.1.7 Reelect Ulrich Suter as Director For Did Not Vote Management 4.1.8 Reelect Juergen Tinggren as Director For Did Not Vote Management 4.1.9 Reelect Christoph Tobler as Director For Did Not Vote Management 4.2 Elect Max Roesle as Director Against Did Not Vote Shareholder 4.3.1 Reelect Paul Haelg as Board Chairman For Did Not Vote Management 4.3.2 Elect Max Roesle as Board Chairman Against Did Not Vote Shareholder 4.4.1 Appoint Frits van Dijk as Member of For Did Not Vote Management the Nomination and Compensation Committee 4.4.2 Appoint Urs Burkard as Member of the For Did Not Vote Management Nomination and Compensation Committee 4.4.3 Appoint Daniel Sauter as Member of the For Did Not Vote Management Nomination and Compensation Committee 4.5 Ratify Ernst & Young AG as Auditors For Did Not Vote Management 4.6 Designate Max Braendli as Independent For Did Not Vote Management Proxy 5.1 Approve Remuneration Report For Did Not Vote Management (Non-Binding) 5.2 Approve Maximum Remuneration of Board For Did Not Vote Management of Directors in the Amount of CHF 3 Million 5.3 Approve Remuneration of Executive For Did Not Vote Management Committee in the Amount of CHF 18 Million 6.1 Amend Articles: Remove Opt Out Clause For Did Not Vote Shareholder 6.2 Approve Special Audit Re: Possible For Did Not Vote Shareholder Dissemination of Non-Public Information by Members of the Board of Directors to Schenker-Winkler AG or Compagnie de Saint-Gobain 6.3 Establish a Committee of External For Did Not Vote Shareholder Experts to Monitor Business Activities of Sika AG Connected with Schenker-Winkler AG or Compagnie de Saint-Gobain 7 Transact Other Business (Voting) For Did Not Vote Management -------------------------------------------------------------------------------- SITC INTERNATIONAL HOLDINGS CO LTD. Ticker: 01308 Security ID: G8187G105 Meeting Date: APR 27, 2015 Meeting Type: Annual Record Date: APR 22, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3a Elect Yang Xianxiang as Director For For Management 3b Elect Liu Kecheng as Director For For Management 3c Elect Tsui Yung Kwok as Director For For Management 3d Elect Yeung Kwok On as Director For For Management 3e Elect Lo Wing Yan, William as Director For Against Management 3f Elect Ngai Wai Fung as Director For Against Management 3g Authorize Board to Fix Remuneration of For For Management Directors 4 Approve Ernst & Young as Auditors and For For Management Authorize Board to Fix Their Remuneration 5 Authorize Repurchase of Issued Share For For Management Capital 6 Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights 7 Authorize Reissuance of Repurchased For Against Management Shares -------------------------------------------------------------------------------- SITC INTERNATIONAL HOLDINGS CO LTD. Ticker: 01308 Security ID: G8187G105 Meeting Date: APR 27, 2015 Meeting Type: Special Record Date: APR 22, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Post-IPO Share Option Scheme For Against Management 2 Amend Terms of the Options Granted For Against Management Under the Post-IPO Share Option Scheme and the Pre-IPO Share Option Scheme -------------------------------------------------------------------------------- SITOY GROUP HOLDINGS LTD. Ticker: 01023 Security ID: G8190E105 Meeting Date: NOV 17, 2014 Meeting Type: Annual Record Date: NOV 12, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3a Elect Yeung Wo Fai as Director For For Management 3b Elect Yeung Andrew Kin as Director For For Management 3c Elect Yeung Chi Tat as Director For For Management 3d Authorize Board to Fix Directors' For For Management Remuneration 4 Appoint Ernst & Young as Auditor and For For Management Authorize Board to Fix Their Remuneration 5.1 Authorize Repurchase of Issued Share For For Management Capital 5.2 Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights 5.3 Authorize Reissuance of Repurchased For Against Management Shares -------------------------------------------------------------------------------- SK TELECOM CO. Ticker: 017670 Security ID: Y4935N104 Meeting Date: MAR 20, 2015 Meeting Type: Annual Record Date: DEC 31, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Allocation of Income 2 Amend Articles of Incorporation For For Management 3 Elect Jang Dong-Hyun as Inside Director For For Management 4 Elect Lee Jae-Hoon as Member of Audit For For Management Committee 5 Approve Total Remuneration of Inside For For Management Directors and Outside Directors -------------------------------------------------------------------------------- SKY NETWORK TELEVISION LTD. Ticker: SKT Security ID: Q8514Q130 Meeting Date: OCT 24, 2014 Meeting Type: Annual Record Date: OCT 22, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve the Reappointment of For For Management PricewaterhouseCoopers as Auditors and Authorize the Board to Fix Their Remuneration 2 Elect Peter Macourt as Director For For Management 3 Elect John Waller as Director For For Management -------------------------------------------------------------------------------- SMC CORP. Ticker: 6273 Security ID: J75734103 Meeting Date: JUN 25, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 100 2.1 Elect Director Takada, Yoshiyuki For For Management 2.2 Elect Director Maruyama, Katsunori For For Management 2.3 Elect Director Usui, Ikuji For For Management 2.4 Elect Director Kosugi, Seiji For For Management 2.5 Elect Director Satake, Masahiko For For Management 2.6 Elect Director Takada, Yoshiki For For Management 2.7 Elect Director Ohashi, Eiji For For Management 2.8 Elect Director Kuwahara, Osamu For For Management 2.9 Elect Director Shikakura, Koichi For For Management 2.10 Elect Director Ogura, Koji For For Management 2.11 Elect Director Kawada, Motoichi For For Management 2.12 Elect Director Takada, Susumu For For Management 2.13 Elect Director Kaizu, Masanobu For For Management 2.14 Elect Director Kagawa, Toshiharu For For Management 3.1 Appoint Statutory Auditor Ogawa, For For Management Yoshiaki 3.2 Appoint Statutory Auditor Suzue, Tatsuo For For Management 4 Approve Retirement Bonus Payment for For Against Management Directors -------------------------------------------------------------------------------- SMITH & NEPHEW PLC Ticker: SN. Security ID: G82343164 Meeting Date: APR 09, 2015 Meeting Type: Annual Record Date: APR 07, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Final Dividend For For Management 4 Elect Vinita Bali as Director For For Management 5 Re-elect Ian Barlow as Director For For Management 6 Re-elect Olivier Bohuon as Director For For Management 7 Re-elect Baroness Virginia Bottomley For For Management as Director 8 Re-elect Julie Brown as Director For For Management 9 Elect Erik Engstrom as Director For For Management 10 Re-elect Michael Friedman as Director For For Management 11 Re-elect Brian Larcombe as Director For For Management 12 Re-elect Joseph Papa as Director For For Management 13 Re-elect Roberto Quarta as Director For For Management 14 Appoint KPMG LLP as Auditors For For Management 15 Authorise Board to Fix Remuneration of For For Management Auditors 16 Authorise Issue of Equity with For For Management Pre-emptive Rights 17 Authorise Issue of Equity without For For Management Pre-emptive Rights 18 Authorise Market Purchase of Ordinary For For Management Shares 19 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- SMURFIT KAPPA GROUP PLC Ticker: SK3 Security ID: G8248F104 Meeting Date: MAY 01, 2015 Meeting Type: Annual Record Date: APR 29, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Final Dividends For For Management 4a Re-elect Liam O'Mahony as Director For For Management 4b Re-elect Gary McGann as Director For For Management 4c Re-elect Anthony Smurfit as Director For For Management 4d Re-elect Ian Curley as Director For For Management 4e Re-elect Frits Beurskens as Director For For Management 4f Re-elect Christel Bories as Director For For Management 4g Re-elect Thomas Brodin as Director For For Management 4h Re-elect Irial Finan as Director For For Management 4i Re-elect Samuel Mencoff as Director For For Management 4j Re-elect John Moloney as Director For For Management 4k Re-elect Roberto Newell as Director For For Management 4l Re-elect Paul Stecko as Director For For Management 4m Re-elect Rosemary Thorne as Director For For Management 5 Authorize Board to Fix Remuneration of For For Management Auditors 6 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights 7 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights 8 Authorize Share Repurchase Program For For Management 9 Authorize the Company to Call EGM with For For Management Two Weeks Notice -------------------------------------------------------------------------------- SOCIETA CATTOLICA DI ASSICURAZIONI Ticker: CASS Security ID: T8647K106 Meeting Date: APR 24, 2015 Meeting Type: Annual/Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements, For Did Not Vote Management Statutory Reports, and Allocation of Income 2 Approve Remuneration Report For Did Not Vote Management 3 Elect Director For Did Not Vote Management 4.1 Slate 1 - Submitted by the Board of For Did Not Vote Management Directors 4.2 Slate 2 - Submitted by Shareholder None Did Not Vote Shareholder Group (Associazione Soci Cattolica and Others) 4.3 Slate 3 - Submitted by Shareholder None Did Not Vote Shareholder Group ("Cattolica: Tradizione e Innovazione") 5 Amend Regulations on General Meetings For Did Not Vote Management 6 Authorize Share Repurchase Program and For Did Not Vote Management Reissuance of Repurchased Shares 1 Amend Company Bylaws For Did Not Vote Management -------------------------------------------------------------------------------- SOCIETE GENERALE Ticker: GLE Security ID: F43638141 Meeting Date: MAY 19, 2015 Meeting Type: Annual Record Date: MAY 14, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Consolidated Financial For For Management Statements and Statutory Reports 2 Approve Financial Statements and For For Management Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 1.20 per Share 4 Approve Auditors' Special Report on For For Management Related-Party Transactions 5 Advisory Vote on Compensation of For For Management Frederic Oudea, Chairman and CEO 6 Advisory Vote on Compensation of For For Management Severin Cabannes, Jean Francois Sammarcelli and Bernardo Sanchez Incera, Vice CEOs 7 Advisory Vote on the Aggregate For For Management Remuneration Granted in 2014 to Certain Senior Management, Responsible Officers and Risk-Takers 8 Reelect Frederic Oudea as Director For For Management 9 Reelect Kyra Hazou as Director For For Management 10 Reelect Ana Maria Llopis Rivas as For For Management Director 11 Elect Barbara Dalibard as Director For For Management 12 Elect Gerard Mestrallet as Director For Against Management 13 Authorize Repurchase of Up to 5 For For Management Percent of Issued Share Capital 14 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- SOCO INTERNATIONAL PLC Ticker: SIA Security ID: G8248C127 Meeting Date: SEP 22, 2014 Meeting Type: Special Record Date: SEP 20, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Matters Relating to the Return For For Management of Cash to Shareholders -------------------------------------------------------------------------------- SOFTWARE AG Ticker: SOW Security ID: D7045M133 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: APR 21, 2015 # Proposal Mgt Rec Vote Cast Sponsor 2 Approve Allocation of Income and For For Management Dividends of EUR 0.50 per Share 3 Approve Discharge of Management Board For For Management for Fiscal 2014 4 Approve Discharge of Supervisory Board For For Management for Fiscal 2014 5 Ratify BDO AG as Auditors for Fiscal For For Management 2015 6 Approve Cancellation of Capital For For Management Authorization 7 Amend Articles Re: Composition of For For Management Supervisory Board 8 Authorize Share Repurchase Program and For For Management Reissuance or Cancellation of Repurchased Shares 9 Authorize Use of Financial Derivatives For Against Management when Repurchasing Shares 10.1 Elect Andreas Bereczky to the For For Management Supervisory Board 10.2 Elect Eun-Kyung Park to the For For Management Supervisory Board 10.3 Elect Alf Henryk Wulf to the For For Management Supervisory Board 10.4 Elect Markus Ziener to the Supervisory For For Management Board 11 Approve Remuneration of Supervisory For For Management Board -------------------------------------------------------------------------------- SOILBUILD BUSINESS SPACE REIT Ticker: SV3U Security ID: Y806D3102 Meeting Date: APR 21, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Adopt Report of the Trustee, Statement For For Management by the Manager, Audited Financial Statements and Auditors' Report 2 Approve Ernst & Young LLP as Auditors For For Management and Authorize Manager to Fix Their Remuneration 3 Approve Issuance of Equity or For Against Management Equity-Linked Securities with or without Preemptive Rights -------------------------------------------------------------------------------- SOMPO JAPAN NIPPONKOA HOLDINGS, INC. Ticker: 8630 Security ID: J7618E108 Meeting Date: JUN 22, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 40 2.1 Elect Director Futamiya, Masaya For Against Management 2.2 Elect Director Sakurada, Kengo For Against Management 2.3 Elect Director Tsuji, Shinji For For Management 2.4 Elect Director Nishizawa, Keiji For For Management 2.5 Elect Director Takemoto, Shoichiro For For Management 2.6 Elect Director Ehara, Shigeru For For Management 2.7 Elect Director Ito, Shoji For For Management 2.8 Elect Director Takahashi, Kaoru For For Management 2.9 Elect Director Nohara, Sawako For For Management 2.10 Elect Director Endo, Isao For For Management 2.11 Elect Director Murata, Tamami For For Management 2.12 Elect Director Scott Trevor Davis For For Management -------------------------------------------------------------------------------- SONIC HEALTHCARE LIMITED Ticker: SHL Security ID: Q8563C107 Meeting Date: NOV 20, 2014 Meeting Type: Annual Record Date: NOV 18, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Peter Campbell as Director For For Management 2 Elect Lou Panaccio as Director For For Management 3 Elect Chris Wilks as Director For Against Management 4 Elect Mark Compton as Director For For Management 5 Approve the Remuneration Report For For Management 6 Approve the Sonic Healthcare Limited For For Management Employee Option Plan 7 Approve the Sonic Healthcare Limited For For Management Employee Performance Rights Plan 8 Approve the Grant of Long Term For For Management Incentives to Colin Goldschmidt, Managing Director and Chief Executive Officer of the Company 9 Approve the Grant of Long Term For For Management Incentives to Chris Wilks, Finance Director and Chief Financial Officer of the Company -------------------------------------------------------------------------------- SONOVA HOLDING AG Ticker: SOON Security ID: H8024W106 Meeting Date: JUN 16, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1.1 Accept Financial Statements and For For Management Statutory Reports 1.2 Approve Remuneration Report For For Management 2 Approve Allocation of Income and For For Management Dividends of CHF 2.05 per Share 3 Approve Discharge of Board and Senior For For Management Management 4.1.1 Reelect Robert Spoerry as Director and For For Management Board Chairman 4.1.2 Reelect Beat Hess as Director For For Management 4.1.3 Reelect Stacy Seng as Director For For Management 4.1.4 Reelect Michael Jacobi as Director For For Management 4.1.5 Reelect Anssi Vanjoki as Director For For Management 4.1.6 Reelect Ronald van der Vis as Director For For Management 4.1.7 Reelect Jinlong Wang as Director For For Management 4.1.8 Reelect John Zei as Director For For Management 4.2.1 Appoint Robert Spoerry as Member of For For Management the Compensation Committee 4.2.2 Appoint Beat Hess as Member of the For For Management Compensation Committee 4.2.3 Appoint John Zei as Member of the For For Management Compensation Committee 4.3 Ratify PricewaterhouseCoopers AG as For For Management Auditors 4.4 Designate Andreas Keller as For For Management Independent Proxy 5.1 Approve Remuneration of Directors in For For Management the Amount of CHF 3 Million 5.2 Approve Remuneration of Executive For For Management Committee in the Amount of CHF 17.9 Million 6 Approve CHF 27,345 Reduction in Share For For Management Capital via Cancellation of Repurchased Shares 7 Transact Other Business (Voting) For Against Management -------------------------------------------------------------------------------- SPAREBANK 1 NORD-NORGE Ticker: NONG Security ID: R8288N106 Meeting Date: FEB 25, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Hakon Willumsen, Ane Roger, and For Did Not Vote Management Linn Knudsen as New Members of Committee of Representatives; Elect Gry-Janne Rugas, Stig Vonka, Jorhill Andreassen, Hallgeir Angell, and Erik Tostrup as Deputy Members of Committee of Representatives 2 Elect Members of Nominating Committee For Did Not Vote Management -------------------------------------------------------------------------------- SPAREBANK 1 SMN Ticker: MING Security ID: R83262114 Meeting Date: FEB 05, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Reelect Lars B. Tvete as Member of For Did Not Vote Management Committee of Representatives; Elect Ragnar Lyng, Trond Brekke, and Knut Solberg as New Members of Committee of Representatives; Elect Marius Vinje as Deputy Member of Committee of Representatives 2 Reelect Lars B. Tvete, Johan Brobakke, For Did Not Vote Management and Asbjorn Tronsgard as Members of Nominating Committee -------------------------------------------------------------------------------- SPECTRIS PLC Ticker: SXS Security ID: G8338K104 Meeting Date: APR 24, 2015 Meeting Type: Annual Record Date: APR 22, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Final Dividend For For Management 4 Elect Lisa Davis as Director For For Management 5 Elect Ulf Quellmann as Director For For Management 6 Elect Bill Seeger as Director For For Management 7 Re-elect Peter Chambre as Director For For Management 8 Re-elect John O'Higgins as Director For For Management 9 Re-elect Dr John Hughes as Director For For Management 10 Re-elect Russell King as Director For For Management 11 Re-elect Clive Watson as Director For For Management 12 Re-elect Martha Wyrsch as Director For For Management 13 Reappoint KPMG LLP as Auditors For For Management 14 Authorise Board to Fix Remuneration of For For Management Auditors 15 Authorise Issue of Equity with For For Management Pre-emptive Rights 16 Authorise Issue of Equity without For For Management Pre-emptive Rights 17 Authorise Market Purchase of Ordinary For For Management Shares 18 Adopt New Articles of Association For For Management 19 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- SPIRENT COMMUNICATIONS PLC Ticker: SPT Security ID: G83562101 Meeting Date: MAY 05, 2015 Meeting Type: Annual Record Date: MAY 03, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Final Dividend For For Management 4 Re-elect Ian Brindle as Director For For Management 5 Re-elect Sue Swenson as Director For For Management 6 Re-elect Alex Walker as Director For For Management 7 Re-elect Eric Hutchinson as Director For For Management 8 Re-elect Duncan Lewis as Director For For Management 9 Re-elect Tom Maxwell as Director For For Management 10 Re-elect Rachel Whiting as Director For For Management 11 Reappoint Ernst & Young LLP as Auditors For For Management 12 Authorise Board to Fix Remuneration of For For Management Auditors 13 Authorise Issue of Equity with For For Management Pre-emptive Rights 14 Authorise Issue of Equity without For For Management Pre-emptive Rights 15 Authorise Market Purchase of Ordinary For For Management Shares 16 Authorise the Company to Call EGM with For For Management Two Weeks' Notice 17 Amend Employee Incentive Plan For For Management 18 Approve UK Employee Share Purchase Plan For For Management -------------------------------------------------------------------------------- SPONDA OYJ Ticker: SDA1V Security ID: X84465107 Meeting Date: MAR 16, 2015 Meeting Type: Annual Record Date: MAR 04, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Call the Meeting to Order None None Management 3 Designate Inspector or Shareholder For For Management Representative(s) of Minutes of Meeting 4 Acknowledge Proper Convening of Meeting For For Management 5 Prepare and Approve List of For For Management Shareholders 6 Receive Financial Statements and None None Management Statutory Reports; Receive CEO's Review 7 Accept Financial Statements and For For Management Statutory Reports 8 Approve Allocation of Income and For For Management Dividends of EUR 0.19 Per Share 9 Approve Discharge of Board and For For Management President 10 Approve Remuneration of Directors in For For Management the Amount of EUR 66,000 for Chairman, EUR 40,000 for Vice Chairman, and EUR 33,000 for Other Directors; Approve Attendance Fees for Board and Committee Work 11 Fix Number of Directors at Seven For For Management 12 Reelect Kaj-Gustaf Bergh, Christian For For Management Elfving, Paul Hartwall, Juha Laaksonen, Leena Laitinen, Arja Talma, and Raimo Valo as Directors 13 Approve Remuneration of Auditors For For Management 14 Appoint APA Esa Kailiala and KPMG as For For Management Auditors and APA Petri Kettunen as Deputy Auditor 15 Authorize Share Repurchase Program For For Management 16 Approve Issuance of up to 28.3 Million For For Management Shares without Preemptive Rights 17 Close Meeting None None Management -------------------------------------------------------------------------------- SSAB AB Ticker: SSAB A Security ID: W8615U108 Meeting Date: SEP 11, 2014 Meeting Type: Special Record Date: SEP 05, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Chairman of Meeting For For Management 2 Prepare and Approve List of For For Management Shareholders 3 Approve Agenda of Meeting For For Management 4 Designate Inspector(s) of Minutes of For For Management Meeting 5 Acknowledge Proper Convening of Meeting For For Management 6 Determine Number of Members and Deputy For For Management Members of Board 7 Approve Remuneration of Directors For For Management 8 Elect Directors For Against Management 9 Close Meeting None None Management -------------------------------------------------------------------------------- SSE PLC Ticker: SSE Security ID: G8842P102 Meeting Date: JUL 17, 2014 Meeting Type: Annual Record Date: JUL 15, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Policy For For Management 3 Approve Remuneration Report For For Management 4 Approve Final Dividend For For Management 5 Re-elect Lord Smith of Kelvin as For For Management Director 6 Re-elect Alistair Phillips-Davies as For For Management Director 7 Re-elect Gregor Alexander as Director For For Management 8 Re-elect Jeremy Beeton as Director For For Management 9 Re-elect Katie Bickerstaffe as Director For For Management 10 Elect Sue Bruce as Director For For Management 11 Re-elect Richard Gillingwater as For For Management Director 12 Elect Peter Lynas as Director For For Management 13 Reappoint KPMG LLP as Auditors For For Management 14 Authorise Board to Fix Remuneration of For For Management Auditors 15 Authorise Issue of Equity with For For Management Pre-emptive Rights 16 Authorise Issue of Equity without For For Management Pre-emptive Rights 17 Authorise Market Purchase Ordinary For For Management Shares 18 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- ST IVES PLC Ticker: SIV Security ID: G84982100 Meeting Date: NOV 27, 2014 Meeting Type: Annual Record Date: NOV 25, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Policy For For Management 3 Approve Remuneration Report For For Management 4 Approve Final Dividend For For Management 5 Reappoint Deloitte LLP as Auditors For For Management 6 Authorise Board to Fix Remuneration of For For Management Auditors 7 Re-elect Matt Armitage as Director For For Management 8 Elect Brad Gray as Director For For Management 9 Re-elect Mike Butterworth as Director For For Management 10 Re-elect Ben Gordon as Director For For Management 11 Re-elect Helen Stevenson as Director For For Management 12 Re-elect Richard Stillwell as Director For For Management 13 Authorise Issue of Equity with For For Management Pre-emptive Rights 14 Authorise Issue of Equity without For For Management Pre-emptive Rights 15 Authorise Market Purchase of Ordinary For For Management Shares 16 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- STANDARD CHARTERED PLC Ticker: STAN Security ID: G84228157 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAY 01, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3 Approve Remuneration Report For For Management 4 Elect Dr Byron Grote as Director For For Management 5 Elect Andy Halford as Director For For Management 6 Elect Gay Huey Evans as Director For For Management 7 Elect Jasmine Whitbread as Director For For Management 8 Re-elect Om Bhatt as Director For For Management 9 Re-elect Dr Kurt Campbell as Director For For Management 10 Re-elect Dr Louis Cheung as Director For For Management 11 Re-elect Dr Han Seung-soo as Director For For Management 12 Re-elect Christine Hodgson as Director For For Management 13 Re-elect Naguib Kheraj as Director For For Management 14 Re-elect Simon Lowth as Director For For Management 15 Re-elect Ruth Markland as Director For For Management 16 Re-elect Sir John Peace as Director For For Management 17 Re-elect Mike Rees as Director For For Management 18 Re-elect Viswanathan Shankar as None None Management Director 19 Re-elect Paul Skinner as Director For For Management 20 Re-elect Dr Lars Thunell as Director For For Management 21 Appoint KPMG LLP as Auditors For For Management 22 Authorise Board to Fix Remuneration of For For Management Auditors 23 Authorise EU Political Donations and For For Management Expenditure 24 Authorise Issue of Equity with For For Management Pre-emptive Rights 25 Authorise Issue of Equity with For For Management Pre-emptive Rights 26 Authorise Issue of Equity with For For Management Pre-emptive Rights in Relation to Equity Convertible Additional Tier 1 Securities 27 Authorise Issue of Equity without For For Management Pre-emptive Rights 28 Authorise Issue of Equity without For For Management Pre-emptive Rights in Relation to Equity Convertible Additional Tier 1 Securities 29 Authorise Market Purchase of Ordinary For For Management Shares 30 Authorise Market Purchase of For For Management Preference Shares 31 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- STATOIL ASA Ticker: STL Security ID: R8413J103 Meeting Date: MAY 19, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Registration of Attending Shareholders None None Management and Proxies 3 Elect Chairman of Meeting For Did Not Vote Management 4 Approve Notice of Meeting and Agenda For Did Not Vote Management 5 Designate Inspector(s) of Minutes of For Did Not Vote Management Meeting 6 Accept Financial Statements and For Did Not Vote Management Statutory Reports; Approve Allocation of Income and Dividends of NOK 7.20 Per Share 7 Implement Strategic Resilience for For Did Not Vote Shareholder 2035 and Beyond 8 Assess Statoil's Project Within the Against Did Not Vote Shareholder Portfolio For its Resilience Against IPCC's AR5 Scenarios and Report to Shareholders 9 Implement New Strategy for a More Against Did Not Vote Shareholder Sustainable Development and Administration of the Company's Resources and Business 10 Approve Company's Corporate Governance For Did Not Vote Management Statement 11 Approve Remuneration Policy And Other For Did Not Vote Management Terms of Employment For Executive Management 12 Approve Remuneration of Auditors For Did Not Vote Management 13 Elect Bjorn Haavik as Deputy Member of For Did Not Vote Management Nominating Committee 14 Approve Remuneration of Corporate For Did Not Vote Management Assembly 15 Approve Remuneration of Nominating For Did Not Vote Management Committee 16 Approve Distribution of Dividends For Did Not Vote Management 17 Approve Equity Plan Financing For Did Not Vote Management 18 Authorize Share Repurchase Program and For Did Not Vote Management Cancellation of Repurchased Shares -------------------------------------------------------------------------------- STOREBRAND ASA Ticker: STB Security ID: R85746106 Meeting Date: APR 15, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Registration of Attending Shareholders None None Management and Proxies 3 Approve Notice of Meeting and Agenda For Did Not Vote Management 4 Designate Inspector(s) of Minutes of None None Management Meeting 5 Receive Report of Company's Activities None None Management 6 Accept Financial Statements and For Did Not Vote Management Statutory Reports; Approve Allocation of Income and Omission of Dividends 7 Approve Company's Corporate Governance For Did Not Vote Management Statement 8a Approve Indicative Remuneration Policy For Did Not Vote Management And Other Terms of Employment For Executive Management 8b Approve Binding Remuneration Policy For Did Not Vote Management And Other Terms of Employment For Executive Management 9 Authorize Repurchase of Shares with an For Did Not Vote Management Aggregate Nominal Value of up to NOK 225 Million and Conveyance of Repurchased Shares 10 Approve Creation of NOK 225 Million For Did Not Vote Management Pool of Capital without Preemptive Rights 11a Reelect Anne-Lise Aukner as Member of For Did Not Vote Management Board of Representatives 11b Reelect Maalfrid Brath as Member of For Did Not Vote Management Board of Representatives 11c Elect Hans Klouman as New Member of For Did Not Vote Management Board of Representatives 11d Elect Tone Reierselmoen as New -Deputy For Did Not Vote Management Member Of Board of representatives 11e Reelect Terje Venold as Chairman of For Did Not Vote Management Board of Representatives 11f Reelect Vibeke Madsen as Vice Chairman For Did Not Vote Management of Board of Representatives 12a Reelect Terje Venold as Member of For Did Not Vote Management Nominating Committee 12b Reelect Olaug Svarva as Member of For Did Not Vote Management Nominating Committee 12c Elect Leif Rod as New Member of For Did Not Vote Management Nominating Committee 12d Elect Per Dyb as New Member of For Did Not Vote Management Nominating Committee 12e Reelect Terje Venold as Chairman of For Did Not Vote Management Nominating Committee 13a Reelect Finn Myhre as Member of For Did Not Vote Management Control Committee 13b Reelect Harald Moen as Member of For Did Not Vote Management Control Committee 13c Reelect Anne Steinkjer as Member of For Did Not Vote Management Control Committee 13d Reelect Tone Reierselmoen as Deputy For Did Not Vote Management Member of Control Committee 14 Approve Remuneration of Members of For Did Not Vote Management Board of Representatives, Nominating Committee, and Control Committee 15 Approve Remuneration of Auditors For Did Not Vote Management 16 Amend Articles Re: Abolish Control For Did Not Vote Management Committee; Editorial Changes 17 Amend Rules of Procedure for For Did Not Vote Management Nominating Committee 18 Close Meeting None None Management -------------------------------------------------------------------------------- STRAUMANN HOLDING AG Ticker: STMN Security ID: H8300N119 Meeting Date: APR 10, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Allocation of Income and For For Management Dividends of CHF 3.75 per Share 3 Approve Discharge of Board and Senior For For Management Management 4 Approve Remuneration of Directors in For Against Management the Amount of CHF 2.3 Million 5.1 Approve Fixed Remuneration of For For Management Executive Committee in the Amount of CHF 5 Million 5.2 Approve Short-Term Variable For For Management Remuneration of Executive Committee in the Amount of CHF 4.3 million 6.1 Reelect Gilbert Achermann as Director For For Management and Board Chairman 6.2 Reelect Sebastian Burckhardt as For For Management Director 6.3 Reelect Roland Hess as Director For For Management 6.4 Reelect Ulrich Looser as Director For For Management 6.5 Reelect Beat Luethi as Director For For Management 6.6 Reelect Stefan Meister as Director For For Management 6.7 Reelect Thomas Straumann as Director For For Management 7.1 Appoint Ulrich Looser as Member of the For For Management Compensation Committee 7.2 Appoint Beat Luethi as Member of the For For Management Compensation Committee 7.3 Appoint Stefan Meister as Member of For For Management the Compensation Committee 8 Designate NEOVIUS Schlager & Partner For For Management as Independent Proxy 9 Ratify Ernst & Young AG as Auditors For For Management 10 Transact Other Business (Voting) For Against Management -------------------------------------------------------------------------------- STW COMMUNICATIONS GROUP LTD. Ticker: SGN Security ID: Q8505P109 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: MAY 11, 2015 # Proposal Mgt Rec Vote Cast Sponsor 2.1 Elect Ian Tsicalas as Director For For Management 2.2 Elect Graham Cubbin as Director For For Management 3 Approve the Grant of 360,885 For For Management Performance Shares to Michael Connaghan, Chief Executive Officer and Managing Director of the Company 4 Approve the Grant of STIP Performance For For Management Shares to Michael Connaghan, Chief Executive Officer and Managing Director of the Company 5 Approve the Remuneration Report For For Management 6 Approve the Financial Assistance For For Management Provided by ADG Subsidiary in Connection with the ADG Acquisition -------------------------------------------------------------------------------- SUMITOMO MITSUI FINANCIAL GROUP, INC. Ticker: 8316 Security ID: J7771X109 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 80 2 Amend Articles to Allow the Role of For For Management Company President to Be Filled by an Executive Officer - Indemnify Directors - Indemnify Statutory Auditors 3.1 Elect Director Oku, Masayuki For For Management 3.2 Elect Director Kunibe, Takeshi For For Management 3.3 Elect Director Ito, Yujiro For For Management 3.4 Elect Director Ogino, Kozo For For Management 3.5 Elect Director Teramoto, Toshiyuki For For Management 3.6 Elect Director Tanizaki, Katsunori For For Management 3.7 Elect Director Nomura, Kuniaki For For Management 3.8 Elect Director Arthur M. Mitchell For For Management 3.9 Elect Director Kono, Masaharu For For Management 3.10 Elect Director Sakurai, Eriko For For Management 4 Appoint Statutory Auditor Mikami, Toru For For Management 5 Approve Aggregate Compensation Ceiling For For Management for Directors -------------------------------------------------------------------------------- SUNCOR ENERGY INC Ticker: SU Security ID: 867224107 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: MAR 04, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mel E. Benson For For Management 1.2 Elect Director Jacynthe Cote For For Management 1.3 Elect Director Dominic D'Alessandro For For Management 1.4 Elect Director W. Douglas Ford For For Management 1.5 Elect Director John D. Gass For For Management 1.6 Elect Director John R. Huff For For Management 1.7 Elect Director Maureen McCaw For For Management 1.8 Elect Director Michael W. O'Brien For For Management 1.9 Elect Director James W. Simpson For For Management 1.10 Elect Director Eira M. Thomas For For Management 1.11 Elect Director Steven W. Williams For For Management 1.12 Elect Director Michael M. Wilson For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Amend By-laws For For Management 4 Approve Advance Notice Policy For For Management 5 Advisory Vote on Executive For For Management Compensation Approach -------------------------------------------------------------------------------- SUNLIGHT REAL ESTATE INVESTMENT TRUST Ticker: 00435 Security ID: Y8239W108 Meeting Date: AUG 15, 2014 Meeting Type: Special Record Date: AUG 12, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Transactions and Whitewash For For Management Waiver 2 Approve REIT Manager's Election to For For Management Receive Manager's Acquisition Fee in the Form of New Units -------------------------------------------------------------------------------- SUNLIGHT REAL ESTATE INVESTMENT TRUST Ticker: 00435 Security ID: Y8239W108 Meeting Date: NOV 03, 2014 Meeting Type: Annual Record Date: OCT 29, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Authorize Repurchase of Issued Unit For For Management Capital -------------------------------------------------------------------------------- SUNLIGHT REAL ESTATE INVESTMENT TRUST Ticker: 00435 Security ID: Y8239W108 Meeting Date: MAR 13, 2015 Meeting Type: Special Record Date: MAR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Expanded Investment Scope For For Management regarding Property Types and Property Types Amendments 2 Approve Expanded Investment Scope For For Management regarding Property Development Activities and Property Development Activities Amendments 3 Approve Expanded Investment Scope For Against Management regarding Relevant Investments and Relevant Investments Amendments 4 Amend Trust Deed Re: Proxies, For For Management Reinvestment of Distributions and Voting Arrangements 5 Amend Trust Deed Re: Powers of the For For Management Manager, Form of Payment of the Manager's Fees and the Limitation of Liability of the Manager and the Trustee 6 Approve 2015 Waiver Extension and New For For Management Annual Caps -------------------------------------------------------------------------------- SUNTORY BEVERAGE & FOOD LIMITED Ticker: 2587 Security ID: J78186103 Meeting Date: MAR 27, 2015 Meeting Type: Annual Record Date: DEC 31, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 31 2.1 Elect Director Torii, Nobuhiro For For Management 2.2 Elect Director Kakimi, Yoshihiko For For Management 2.3 Elect Director Kogo, Saburo For For Management 2.4 Elect Director Kurihara, Nobuhiro For For Management 2.5 Elect Director Tsuchida, Masato For For Management 2.6 Elect Director Kamada, Yasuhiko For For Management 2.7 Elect Director Hizuka, Shinichiro For For Management 2.8 Elect Director Inoue, Yukari For For Management 3 Amend Articles to Abolish Board For For Management Structure with Statutory Auditors - Adopt Board Structure with Audit Committee - Authorize Directors to Execute Day to Day Operations without Full Board Approval - Increase Maximum Board Size - Indemnify Directors 4.1 Elect Director Torii, Nobuhiro For For Management (Effective May 1) 4.2 Elect Director Kakimi, Yoshihiko For For Management (Effective May 1) 4.3 Elect Director Kogo, Saburo (Effective For For Management May 1) 4.4 Elect Director Kurihara, Nobuhiro For For Management (Effective May 1) 4.5 Elect Director Tsuchida, Masato For For Management (Effective May 1) 4.6 Elect Director Kamada, Yasuhiko For For Management (Effective May 1) 4.7 Elect Director Hizuka, Shinichiro For For Management (Effective May 1) 4.8 Elect Director Inoue, Yukari For For Management (Effective May 1) 5.1 Elect Director and Audit Committee For For Management Member Hattori, Seiichiro (Effective May 1) 5.2 Elect Director and Audit Committee For For Management Member Uehara, Yukihiko (Effective May 1) 5.3 Elect Director and Audit Committee For For Management Member Uchida, Harumichi (Effective May 1) 6 Elect Alternate Director and Audit For For Management Committee Member Amitani, Mitsuhiro (Effective May 1) 7 Set Aggregate Compensation Ceiling for For For Management Directors Who Are Not Audit Committee Members 8 Set Aggregate Compensation Ceiling for For For Management Directors Who Are Audit Committee Members -------------------------------------------------------------------------------- SUZUKI MOTOR CORP. Ticker: 7269 Security ID: J78529138 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 17 2.1 Elect Director Suzuki, Osamu For For Management 2.2 Elect Director Honda, Osamu For For Management 2.3 Elect Director Suzuki, Toshihiro For For Management 2.4 Elect Director Harayama, Yasuhito For For Management 2.5 Elect Director Mochizuki, Eiji For For Management 2.6 Elect Director Iwatsuki, Takashi For For Management 2.7 Elect Director Nagao, Masahiko For For Management 2.8 Elect Director Iguchi, Masakazu For For Management 2.9 Elect Director Tanino, Sakutaro For For Management 3 Approve Annual Bonus Payment to For For Management Directors -------------------------------------------------------------------------------- SWATCH GROUP AG Ticker: UHR Security ID: H83949141 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1.1 Receive Annual Report of the Board of None None Management Directors (Non-Voting) 1.2 Receive Financial Statements None None Management (Non-Voting) 1.3 Receive Statutory Auditors' Reports None None Management (Non-Voting) 1.4 Accept Financial Statements and For Did Not Vote Management Statutory Reports 2 Approve Discharge of Board and Senior For Did Not Vote Management Management 3 Approve Allocation of Income and For Did Not Vote Management Dividends of CHF 1.50 per Registered Share and CHF 7.50 per Bearer Shares 4.1.1 Approve Fixed Remuneration of For Did Not Vote Management Non-Executive Directors in the Amount of CHF 1.25 Million 4.1.2 Approve Fixed Remuneration of For Did Not Vote Management Executive Directors in the Amount of CHF 2.55 Million 4.2 Approve Fixed Remuneration of For Did Not Vote Management Executive Committee in the Amount of CHF 6.25 Million 4.3 Approve Variable Remuneration of For Did Not Vote Management Execuitve Directors in the Amount of CHF 8.6 Million 4.4 Approve Variable Remuneration of For Did Not Vote Management Executive Committee in the Amount of CHF 25 Million 5.1 Reelect Nayla Hayek as Director For Did Not Vote Management 5.2 Reelect Ernst Tanner as Director For Did Not Vote Management 5.3 Reelect Georges N. Hayek as Director For Did Not Vote Management 5.4 Reelect Claude Nicollier as Director For Did Not Vote Management 5.5 Reelect Jean-Pierre Roth as Director For Did Not Vote Management 5.6 Reelect Nayla Hayek as Board Chairwoman For Did Not Vote Management 6.1 Appoint Nayla Hayek as Member of the For Did Not Vote Management Compensation Committee 6.2 Appoint Ernst Tanner as Member of the For Did Not Vote Management Compensation Committee 6.3 Appoint Georges N. Hayek as Member of For Did Not Vote Management the Compensation Committee 6.4 Appoint Claude Nicollier as Member of For Did Not Vote Management the Compensation Committee 6.5 Appoint Jean-Pierre Roth as Member of For Did Not Vote Management the Compensation Committee 7 Designate Bernhard Lehmann as For Did Not Vote Management Independent Proxy 8 Ratify PricewaterhouseCoopers AG as For Did Not Vote Management Auditors 9 Amend Articles Re: Ordinance Against For Did Not Vote Management Excessive Remuneration at Listed Companies 10 Transact Other Business (Voting) For Did Not Vote Management -------------------------------------------------------------------------------- SWEDISH MATCH AB Ticker: SWMA Security ID: W92277115 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: APR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting; Elect Chairman of Meeting For Did Not Vote Management 2 Prepare and Approve List of For Did Not Vote Management Shareholders 3 Designate Inspector(s) of Minutes of For Did Not Vote Management Meeting 4 Acknowledge Proper Convening of Meeting For Did Not Vote Management 5 Approve Agenda of Meeting For Did Not Vote Management 6 Receive Financial Statements and None None Management Statutory Reports 7 Accept Financial Statements and For Did Not Vote Management Statutory Reports 8 Approve Allocation of Income and For Did Not Vote Management Dividends of SEK 7:50 Per Share 9 Approve Discharge of Board and For Did Not Vote Management President 10a Approve SEK 7.8 Million Reduction In For Did Not Vote Management Share Capital via Share Cancellation 10b Approve SEK 7.8 Million Share Capital For Did Not Vote Management Increase via Transfer of Funds from Unrestricted Equity to Share Capital 11 Authorize Share Repurchase Program For Did Not Vote Management 12 Approve Remuneration Policy And Other For Did Not Vote Management Terms of Employment For Executive Management 13 Determine Number of Directors (7) and For Did Not Vote Management Deputy (0) Directors of Board 14 Approve Remuneration of Directors in For Did Not Vote Management the Amounts of SEK 1.75 Million to the Chairman, SEK 830,000 to the Vice Chairman, and SEK 700,000 to Other Directors; Approve Remuneration for Committee Work 15 Reelect Andrew Cripps (Vice Chairman), For Did Not Vote Management Conny Karlsson (Chairman), Wenche Rolfsen, Meg Tiveus, and Joakim Westh as Directors; Elect Charles Blixt and Jacqueline Hoogerbrugge as New Directors 16 Determine Number of Auditors (1) For Did Not Vote Management 17 Approve Remuneration of Auditors For Did Not Vote Management 18 Ratify KPMG as Auditors For Did Not Vote Management 19 Instruct the Board to Take Necessary None Did Not Vote Shareholder Action to Establish a Shareholders' Association -------------------------------------------------------------------------------- SYMRISE AG Ticker: SY1 Security ID: D827A1108 Meeting Date: MAY 12, 2015 Meeting Type: Annual Record Date: APR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2014 (Non-Voting) 2 Approve Allocation of Income and For For Management Dividends of EUR 0.75 per Share 3 Approve Discharge of Management Board For For Management for Fiscal 2014 4 Approve Discharge of Supervisory Board For For Management for Fiscal 2014 5 Ratify KPMG AG as Auditors for Fiscal For For Management 2015 6 Approve Remuneration System for For For Management Management Board Members 7 Approve Creation of EUR 25 Million For For Management Pool of Capital without Preemptive Rights 8 Authorize Share Repurchase Program and For For Management Reissuance or Cancellation of Repurchased Shares -------------------------------------------------------------------------------- SYNERGY HEALTH PLC Ticker: SYR Security ID: G8646U109 Meeting Date: JUL 23, 2014 Meeting Type: Annual Record Date: JUL 21, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Remuneration Policy For For Management 4 Approve Final Dividend For For Management 5 Re-elect Sir Duncan Nichol as Director For For Management 6 Re-elect Dr Richard Steeves as Director For For Management 7 Re-elect Gavin Hill as Director For For Management 8 Re-elect Constance Baroudel as Director For For Management 9 Elect Jeffery Harris as Director For For Management 10 Elect Dr Adrian Coward as Director For For Management 11 Reappoint KPMG LLP as Auditors For For Management 12 Authorise Board to Fix Remuneration of For For Management Auditors 13 Authorise EU Political Donations and For For Management Expenditure 14 Authorise Issue of Equity with For For Management Pre-emptive Rights 15 Authorise Issue of Equity without For For Management Pre-emptive Rights 16 Authorise Market Purchase of Ordinary For For Management Shares 17 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- SYNGENTA AG Ticker: SYNN Security ID: H84140112 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management (Non-Binding) 3 Approve Discharge of Board and Senior For For Management Management 4 Approve Allocation of Income and For For Management Dividends of 11.00 CHF per Share 5.1 Reelect Vinita Bali as Director For For Management 5.2 Reelect Stefan Borgas as Director For For Management 5.3 Reelect Gunnar Brock as Director For For Management 5.4 Reelect Michel Demare as Director For For Management 5.5 Reelect Eleni Gabre-Madhin as Director For For Management 5.6 Reelect David Lawrence as Director For For Management 5.7 Reelect Michael Mack as Director For For Management 5.8 Reelect Eveline Saupper as Director For For Management 5.9 Reelect Jacques Vincent as Director For For Management 5.10 Reelect Juerg Witmer as Director For For Management 6 Reelect Michel Demare as Board Chairman For For Management 7.1 Appoint Eveline Saupper as Member of For For Management the Compensation Committee 7.2 Appoint Jacques Vincent as Member of For For Management the Compensation Committee 7.3 Appoint Juerg Witmer as Member of the For For Management Compensation Committee 8 Approve Maximum Remuneration of Board For For Management of Directors in the Amount of CHF 4.5 Million 9 Approve Maximum Remuneration of For For Management Executive Committee in the Amount of CHF 41 Million 10 Designate Lukas Handschin as For For Management Independent Proxy 11 Ratify KPMG AG as Auditors For For Management 12 Transact Other Business (Voting) For Against Management -------------------------------------------------------------------------------- TAIHEI DENGYO KAISHA LTD. Ticker: 1968 Security ID: J79088100 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles to Amend Business Lines For For Management - Increase Maximum Board Size - Indemnify Directors - Indemnify Statutory Auditors 2.1 Elect Director Nojiri, Jo For For Management 2.2 Elect Director Aoki, Yutaka For For Management 2.3 Elect Director Sekine, Shoichi For For Management 2.4 Elect Director Mitsutomi, Tsutomu For For Management 2.5 Elect Director Kimoto, Toshimune For For Management 2.6 Elect Director Takeshita, Yasushi For For Management 2.7 Elect Director Tsurunaga, Toru For For Management 2.8 Elect Director Minakuchi, Yoshihisa For For Management 2.9 Elect Director Yuba, Akira For For Management 3 Appoint Alternate Statutory Auditor For For Management Ikeuchi, Masatoshi 4 Approve Aggregate Compensation Ceiling For For Management for Directors -------------------------------------------------------------------------------- TAIHO KOGYO CO., LTD. Ticker: 6470 Security ID: J7936H106 Meeting Date: JUN 10, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 18 2.1 Elect Director Sugihara, Koichi For For Management 2.2 Elect Director Murai, Shigeru For For Management 2.3 Elect Director Kondo, Takahiko For For Management 2.4 Elect Director Kawakami, Shinya For For Management 2.5 Elect Director Kusunoki, Takahiro For For Management 2.6 Elect Director Kimura, Yoshitsugu For For Management 3.1 Appoint Statutory Auditor Sato, Akio For For Management 3.2 Appoint Statutory Auditor Sugiyama, For Against Management Masanori 4 Approve Stock Option Plan For For Management 5 Approve Annual Bonus Payment to For For Management Directors and Statutory Auditors -------------------------------------------------------------------------------- TAIWAN SEMICONDUCTOR MANUFACTURING CO., LTD. Ticker: 2330 Security ID: Y84629107 Meeting Date: JUN 09, 2015 Meeting Type: Annual Record Date: APR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve 2014 Business Operations For For Management Report and Financial Statements 2 Approve Plan on 2014 Profit For For Management Distribution 3.1 Elect Morris Chang with Shareholder No. For For Management 4515 as Non-independent Director 3.2 Elect F.C. Tseng with Shareholder No. For For Management 104 as Non-independent Director 3.3 Elect Johnsee Lee, a Representative of For For Management National Development Fund, Executive Yuan, with Shareholder No. 1 as Non-independent Director 3.4 Elect Peter Leahy Bonfield as For For Management Independent Director 3.5 Elect Stan Shih with Shareholder No. For For Management 534770 as Independent Director 3.6 Elect Thomas J. Engibous as For For Management Independent Director 3.7 Elect Kok-Choo Chen as Independent For For Management Director 3.8 Elect Michael R. Splinter as For For Management Independent Director 4 Transact Other Business (Non-Voting) None None Management -------------------------------------------------------------------------------- TAKIRON CO. LTD. Ticker: 4215 Security ID: J81453110 Meeting Date: JUN 25, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 7 2 Amend Articles to Indemnify Directors For For Management 3.1 Elect Director Hyodo, Katsumori For For Management 3.2 Elect Director Minamitani, Yosuke For For Management 3.3 Elect Director Kanao, Masayoshi For For Management 3.4 Elect Director Umeda, Tomomi For For Management 3.5 Elect Director Iwasaki, Hideharu For For Management 3.6 Elect Director Torimoto, Masatoshi For For Management 3.7 Elect Director Saito, Kazuya For For Management 3.8 Elect Director Iwamoto, Mune For For Management 4 Appoint Alternate Statutory Auditor For Against Management Otomura, Takatoshi -------------------------------------------------------------------------------- TATA MOTORS LIMITED Ticker: TTM Security ID: 876568502 Meeting Date: JUL 31, 2014 Meeting Type: Annual Record Date: JUN 23, 2014 # Proposal Mgt Rec Vote Cast Sponsor O1 APPROVAL OF THE AUDITED STATEMENT OF For For Management PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2014 AND THE BALANCE SHEET AS AT THAT DATE TOGETHER WITH THE REPORTS OF THE DIRECTORS AND THE AUDITORS THEREON. O2 APPROVAL OF THE DECLARATION OF A For For Management DIVIDEND ON ORDINARY SHARES AND 'A' ORDINARY SHARES, AS SET FORTH IN THE COMPANY'S NOTICE OF MEETING ENCLOSED HEREWITH. O3 APPROVAL OF THE APPOINTMENT OF For For Management DIRECTOR IN PLACE OF DR. RALF SPETH (DIN: 03318908), WHO RETIRES BY ROTATION AND IS ELIGIBLE FOR RE- APPOINTMENT, AS SET FORTH IN THE COMPANY'S NOTICE OF MEETING ENCLOSED HEREWITH. O4 APPROVAL OF THE APPOINTMENT OF For For Management AUDITORS AND THEIR REMUNERATION, AS SET FORTH IN THE COMPANY'S NOTICE OF MEETING ENCLOSED HEREWITH. S5 APPROVAL OF THE APPOINTMENT OF MR. For For Management NUSLI WADIA (DIN: 00015731) AS AN INDEPENDENT DIRECTOR, AS SET FORTH IN THE COMPANY'S NOTICE OF MEETING ENCLOSED HEREWITH. S6 APPROVAL OF THE APPOINTMENT OF DR. For For Management RAGHUNATH MASHELKAR (DIN: 00074119) AS AN INDEPENDENT DIRECTOR, AS SET FORTH IN THE COMPANY'S NOTICE OF MEETING ENCLOSED HEREWITH. S7 APPROVAL OF THE APPOINTMENT OF MR. For For Management NASSER MUNJEE (DIN: 00010180) AS AN INDEPENDENT DIRECTOR, AS SET FORTH IN THE COMPANY'S NOTICE OF MEETING ENCLOSED HEREWITH. S8 APPROVAL OF THE APPOINTMENT OF MR. For For Management SUBODH BHARGAVA (DIN: 00035672) AS AN INDEPENDENT DIRECTOR, AS SET FORTH IN THE COMPANY'S NOTICE OF MEETING ENCLOSED HEREWITH. S9 APPROVAL OF THE APPOINTMENT OF MR. For For Management VINESHKUMAR JAIRATH (DIN: 00391684) AS AN INDEPENDENT DIRECTOR, AS SET FORTH IN THE COMPANY'S NOTICE OF MEETING ENCLOSED HEREWITH. S10 APPROVAL OF THE APPOINTMENT OF MS. For For Management FALGUNI S. NAYAR (DIN: 00003633) AS AN INDEPENDENT DIRECTOR, AS SET FORTH IN THE COMPANY'S NOTICE OF MEETING ENCLOSED HEREWITH. S11 APPROVAL OF THE PAYMENT OF For For Management REMUNERATION TO THE COST AUDITOR FOR THE FINANCIAL YEAR ENDING MARCH 31, 2015, AS SET FORTH IN THE COMPANY'S NOTICE OF MEETING ENCLOSED HEREWITH. S12 APPROVAL OF THE INVITATION AND For For Management ACCEPTANCE OF FIXED DEPOSITS FROM THE MEMBERS AND PUBLIC, AS SET FORTH IN THE COMPANY'S NOTICE OF MEETING ENCLOSED HEREWITH. -------------------------------------------------------------------------------- TECHNIP Ticker: TEC Security ID: F90676101 Meeting Date: APR 23, 2015 Meeting Type: Annual/Special Record Date: APR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Allocation of Income and For For Management Dividends of EUR 2.00 per Share 3 Approve Stock Dividend Program For For Management 4 Approve Consolidated Financial For For Management Statements and Statutory Reports 5 Acknowledge Auditors' Special Report For For Management on Related-Party Transactions Mentioning the Absence of New Transactions 6 Advisory Vote on Compensation of For For Management Thierry Pilenko, Chairman and CEO 7 Reelect Thierry Pilenko as Director For For Management 8 Reelect Olivier Appert as Director For For Management 9 Reelect Pascal Colombani as Director For For Management 10 Reelect Leticia Costa as Director For For Management 11 Reelect C. Maury Devine as Director For For Management 12 Reelect John O'Leary as Director For For Management 13 Authorize Repurchase of Up to 8 For For Management Percent of Issued Share Capital 14 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 15 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 16 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans Reserved for International Subsidiaries 17 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- TECHNIP Ticker: TEC Security ID: F90676101 Meeting Date: APR 23, 2015 Meeting Type: Annual/Special Record Date: APR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Allocation of Income and For For Management Dividends of EUR 2.00 per Share 3 Approve Stock Dividend Program For For Management 4 Approve Consolidated Financial For For Management Statements and Statutory Reports 5 Acknowledge Auditors' Special Report For For Management on Related-Party Transactions Mentioning the Absence of New Transactions 6 Advisory Vote on Compensation of For For Management Thierry Pilenko, Chairman and CEO 7 Reelect Thierry Pilenko as Director For Against Management 8 Reelect Olivier Appert as Director For For Management 9 Reelect Pascal Colombani as Director For For Management 10 Reelect Leticia Costa as Director For For Management 11 Reelect C. Maury Devine as Director For For Management 12 Reelect John O'Leary as Director For For Management 13 Authorize Repurchase of Up to 8 For For Management Percent of Issued Share Capital 14 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 15 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 16 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans Reserved for International Subsidiaries 17 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- TECNICAS REUNIDAS S.A Ticker: TRE Security ID: E9055J108 Meeting Date: JUN 25, 2015 Meeting Type: Annual Record Date: JUN 19, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Consolidated and Standalone For For Management Financial Statements 2 Approve Allocation of Income and For For Management Dividends 3 Approve Discharge of Board For For Management 4 Renew Appointment of For For Management PriceWaterHouseCoopers as Auditor 5.1 Amend Articles Re: Registered Office For For Management and Corporate Purpose 5.2 Amend Articles Re: Share Capital and For For Management Shares 5.3 Amend Articles Re: General For For Management Shareholders Meeting 5.4 Amend Articles Re: Board of Directors For For Management 5.5 Amend Articles Re: Fiscal Year and For For Management Allocation of Income 5.6 Amend Articles Re: Dissolution and For For Management Liquidation 5.7 Approve Restated Articles of For For Management Association 6.1 Amend Article 1 of General Meeting For For Management Regulations Re: Purpose 6.2 Amend Articles of General Meeting For For Management Regulations Re: Meeting Types and Competences 6.3 Amend Articles of General Meeting For For Management Regulations Re: Convening and Preparation of General Meetings 6.4 Amend Articles of General Meeting For For Management Regulations Re: Development 6.5 Approve Restated General Meeting For For Management Regulations 7 Receive Amendments to Board of None None Management Directors Regulations 8 Authorize Share Repurchase Program For For Management 9 Approve Charitable Donations For For Management 10 Approve Remuneration of Executive For For Management Directors and Non-Executive Directors 11 Authorize Board to Ratify and Execute For For Management Approved Resolutions 12 Advisory Vote on Remuneration Policy For For Management Report -------------------------------------------------------------------------------- TELECITY GROUP PLC Ticker: TCY Security ID: G87403112 Meeting Date: APR 21, 2015 Meeting Type: Annual Record Date: APR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3 Approve Remuneration Policy For For Management 4 Approve Remuneration Report For For Management 5 Re-elect John Hughes as Director For For Management 6 Elect Eric Hageman as Director For For Management 7 Re-elect Claudia Arney as Director For For Management 8 Re-elect Simon Batey as Director For For Management 9 Re-elect Maurizio Carli as Director For For Management 10 Re-elect Nancy Cruickshank as Director For For Management 11 Re-elect John O'Reilly as Director For For Management 12 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors 13 Authorise Board to Fix Remuneration of For For Management Auditors 14 Authorise Issue of Equity with For For Management Pre-emptive Rights 15 Authorise Issue of Equity without For For Management Pre-emptive Rights 16 Authorise Market Purchase of Ordinary For For Management Shares 17 Amend Long-Term Incentive Plan 2012 For For Management 18 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- TELEFONAKTIEBOLAGET LM ERICSSON Ticker: ERIC B Security ID: W26049119 Meeting Date: APR 14, 2015 Meeting Type: Annual Record Date: APR 08, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Chairman of Meeting For Did Not Vote Management 2 Prepare and Approve List of For Did Not Vote Management Shareholders 3 Approve Agenda of Meeting For Did Not Vote Management 4 Acknowledge Proper Convening of Meeting For Did Not Vote Management 5 Designate Inspector(s) of Minutes of For Did Not Vote Management Meeting 6 Receive Financial Statements and None None Management Statutory Reports 7 Receive President's Report None None Management 8.1 Accept Financial Statements and For Did Not Vote Management Statutory Reports 8.2 Approve Discharge of Board and For Did Not Vote Management President 8.3 Approve Allocation of Income and For Did Not Vote Management Dividends of SEK 3.40 Per Share 9.1 Determine Number of Directors (11) and For Did Not Vote Management Deputy Directors (0) of Board 9.2 Approve Remuneration of Directors in For Did Not Vote Management the Amount of 4 Million for Chairman and SEK 975,000 for Other Directors, Approve Remuneration for Committee Work 9.3 Reelect Leif Johansson (Chairman), For Did Not Vote Management Roxanne Austin, Nora Denzel, Borje Ekholm, Alexander Izosimov, Ulf Johansson, Kristin Lund, Hans Vestberg, and Jacob Wallenberg as Directors; Elect Anders Nyren and Sukhinder Cassidy as New Directors 9.4 Approve Remuneration of Auditors For Did Not Vote Management 9.5 Determine Number of Auditors (1) and For Did Not Vote Management Deputy Auditors (0) 9.6 Ratify PricewaterhouseCoopers as For Did Not Vote Management Auditors 10 Approve Remuneration Policy And Other For Did Not Vote Management Terms of Employment For Executive Management 11.1 Approve 2015 Stock Purchase Plan For Did Not Vote Management 11.2 Approve Equity Plan Financing (2015 For Did Not Vote Management Stock Purchase Plan) 11.3 Approve Alternative Equity Plan For Did Not Vote Management Financing (2015 Stock Purchase Plan) 11.4 Approve 2015 Key Contributor Retention For Did Not Vote Management Plan 11.5 Approve Equity Plan Financing (2015 For Did Not Vote Management Key Contributor Retention Plan) 11.6 Approve Alternative Equity Plan For Did Not Vote Management Financing (2015 Key Contributor Retention Plan) 11.7 Approve 2015 Executive Performance For Did Not Vote Management Stock Plan 11.8 Approve Equity Plan Financing (2015 For Did Not Vote Management Executive Performance Stock Plan) 11.9 Approve Alternative Equity Plan For Did Not Vote Management Financing (2015 Executive Performance Stock Plan) 12 Approve Equity Plan Financing For Did Not Vote Management (2011-2014 Long-Term Variable Remuneration Programs) 13 Request Board to Review How Shares are None Did Not Vote Shareholder to be Given Equal Voting Rights and to Present a Proposal to That Effect at the 2016 AGM 14.1 Request Board to Take Necessary Action None Did Not Vote Shareholder to Create a Shareholders Association 14.2 Request Board to Propose to the None Did Not Vote Shareholder Swedish Government Legislation on the Abolition of Voting Power Differences in Swedish Limited Liability Companies 14.3 Request Board to Prepare a Proposal None Did Not Vote Shareholder Regarding Board Representation for the Small and Midsize Shareholders 14.4 Request Board to Prepare a Proposal None Did Not Vote Shareholder regarding "Politician Quarantine" and to Present the Proposal to That Effect at the 2016 AGM 15 Amend Articles of Association Re: Set None Did Not Vote Shareholder Minimum (3 Billion) and Maximum (12 Billion) Number of Shares, All Carrying Equal Rights 16 Approve Special Investigation as Per None Did Not Vote Shareholder Chapter 10 Section 21 of the Swedish Companies Act Primarily Concerning the Company's Exports to Iran 17 Close Meeting None None Management -------------------------------------------------------------------------------- TELEFONICA S.A. Ticker: TEF Security ID: 879382109 Meeting Date: JUN 11, 2015 Meeting Type: Annual Record Date: JUN 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Consolidated and Standalone For For Management Financial Statements 2 Approve Allocation of Income and For For Management Dividends 3 Approve Discharge of Board For For Management 4 Renew Appointment of Ernst & Young as For For Management Auditor 5 Approve Reduction in Share Capital via For For Management Amortization of Treasury Shares 6 Authorize Capitalization of Reserves For For Management for Scrip Dividends 7.A Amend Articles Re: General Meetings For For Management 7.B Amend Article 35 Re: Director For For Management Remuneration 7.C Amend Articles Re: Board of Directors For For Management 8 Amend Articles of General Meeting For For Management Regulations 9 Authorize Increase in Capital up to 50 For For Management Percent via Issuance of Equity or Equity-Linked Securities, Excluding Preemptive Rights of up to 20 Percent 10 Authorize Board to Ratify and Execute For For Management Approved Resolutions 11 Advisory Vote on Remuneration Policy For Against Management Report -------------------------------------------------------------------------------- TELENOR ASA Ticker: TEL Security ID: R21882106 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Notice of Meeting and Agenda For Did Not Vote Management 2 Designate Inspector(s) of Minutes of None None Management Meeting 3 Receive President's Report None None Management 4 Accept Financial Statements and For Did Not Vote Management Statutory Reports; Approve Allocation of Income and Dividends of NOK 3.80 Per Share 5 Approve Distribution of Dividends For Did Not Vote Management 6 Approve Remuneration of Auditors For Did Not Vote Management 7 Discuss Company's Corporate Governance None None Management Statement 8.1 Approve Remuneration Policy And Other For Did Not Vote Management Terms of Employment For Executive Management (Advisory Vote) 8.2 Approve Share Related Incentive For Did Not Vote Management Arrangements For Executive Management 9 Authorize Repurchase of up to 30 For Did Not Vote Management Million Issued Shares and Cancellation of Repurchased Shares 10.1 Elect Members and Deputy Members of For Did Not Vote Management Corporate Assembly in Line with Nominating Committee's Porposal 10.2 Elect Anders Skjaevestad as Member of For Did Not Vote Management Corporate Assembly 10.3 Elect John Bernander as Member of For Did Not Vote Management Corporate Assembly 10.4 Elect Kirsten Ideboen as Member of For Did Not Vote Management Corporate Assembly 10.5 Elect Didrik Munch as Member of For Did Not Vote Management Corporate Assembly 10.6 Elect Elin Myrmel-Johansen as Member For Did Not Vote Management of Corporate Assembly 10.7 Elect Widar Salbuvik as Member of For Did Not Vote Management Corporate Assembly 10.8 Elect Tore Sandvik as Member of For Did Not Vote Management Corporate Assembly 10.9 Elect Silvija Seres as Member of For Did Not Vote Management Corporate Assembly 10.10 Elect Siri Strandenes as Member of For Did Not Vote Management Corporate Assembly 10.11 Elect Olaug Svarva as Member of For Did Not Vote Management Corporate Assembly 10.12 Elect Anne Kvam as 1st Deputy Member For Did Not Vote Management of Corporate Assembly 10.13 Elect Nils-Edvard Olsen as 2nd Deputy For Did Not Vote Management Member of Corporate Assembly 10.14 Elect Ingvild Nybo Holth as 3rd Deputy For Did Not Vote Management Member of Corporate Assembly 11.1 Elect Members of Nominating Committee For Did Not Vote Management in Line with Nominating Committee's Proposal 11.2 Elect Mette Wikborg as Member of For Did Not Vote Management Nominating Committee 11.3 Elect Christian Berg as Member of For Did Not Vote Management Nominating Committee 12 Approve Remuneration of the Corporate For Did Not Vote Management Assembly; Approve Remuneration of the Nomination Committee -------------------------------------------------------------------------------- TELIASONERA AB Ticker: TLSN Security ID: W95890104 Meeting Date: APR 08, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Chairman of Meeting For For Management 2 Prepare and Approve List of For For Management Shareholders 3 Approve Agenda of Meeting For For Management 4 Designate Inspector(s) of Minutes of For For Management Meeting 5 Acknowledge Proper Convening of Meeting For For Management 6 Receive Financial Statements and None None Management Statutory Reports 7 Accept Financial Statements and For For Management Statutory Reports 8 Approve Allocation of Income and For For Management Dividends of SEK 3.00 Per Share 9 Approve Discharge of Board and For For Management President 10 Determine Number of Directors (8) and For For Management Deputy Directors (0) of Board 11 Approve Remuneration of Directors in For For Management the Amount of SEK 1.55 Million for Chairman, SEK 750,000 for Vice Chairman, and SEK 530,000 for Other Directors; Approve Remuneration for Committee Work 12 Reelect Marie Ehrling, Mats Jansson, For For Management Olli-Pekka Kallasvuo, Mikko Kosonen, Nina Linander, Martin Lorentzon, Per-Arne Sandstrom, and Kersti Strandqvist as Directors 13 Reelect Marie Ehrling as Chairman of For For Management the Board and Olli-Pekka Kallasvuo as Vice Chairman of the Board 14 Determine Number of Auditors (1) and For For Management Deputy Auditors (0) 15 Approve Remuneration of Auditors For For Management 16 Ratify Deloitte as Auditors For For Management 17 Elect Daniel Kristiansson, Kari For For Management Jarvinen, Jan Andersson, Anders Oscarsson, and Marie Ehrling as Members of Nominating Committee; Adoption of Instructions for the Nominating Committee 18 Approve Remuneration Policy And Other For For Management Terms of Employment For Executive Management 19 Authorize Share Repurchase Program For For Management 20a Approve 2015/2018 Performance Share For Against Management Program 20b Approve Transfer of Shares in For Against Management Connection with the 2015/2018 Performance Share Program 21 Resolution on Publication of Norton Against Against Shareholder Rose Fulbright's Report 22a Special Investigation of the Company's None Against Shareholder Non-European Business 22b Instruct the Board to Take Necessary None Against Shareholder Action to Establish a Shareholders' Association 22c Instruct the Board to Prepare a None Against Shareholder Proposal Concerning a System for Giving Small and Medium-Sized Shareholders Representation on the Board -------------------------------------------------------------------------------- TEMENOS GROUP AG Ticker: TEMN Security ID: H8547Q107 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Allocation of Income For For Management 3 Approve Dividends of CHF 0.40 per For For Management Share from Capital Contribution Reserves 4 Approve CHF 16.4 Million Reduction in For For Management Share Capital 5 Approve Discharge of Board and Senior For For Management Management 6 Approve Creation of CHF 69.5 Million For For Management Pool of Capital without Preemptive Rights 7.1 Approve Remuneration of Directors in For For Management the Amount of USD 6.3 Million 7.2 Approve Remuneration of Executive For For Management Committee in the Amount of USD 17.5 Million 8.1 Reelect Andreas Andreades as Director For For Management and Board Chairman 8.2 Reelect George Koukis as Director For For Management 8.3 Reelect Ian Cookson as Director For For Management 8.4 Reelect Thibault de Tersant as Director For For Management 8.5 Reelect Sergio Giacoletto-Roggio as For For Management Director 8.6 Reelect Erik Hansen as Director For For Management 8.7 Reelect Yok Tak Amy Yip as Director For For Management 9.1 Appoint Sergio Giacoletto-Roggio as For For Management Member of the Compensation Committee 9.2 Appoint Ian Cookson as Member of the For For Management Compensation Committee 9.3 Appoint Erik Hansen as Member of the For For Management Compensation Committee 10 Designate Perreard de Boccard SA as For For Management Independent Proxy 11 Ratify PricewaterhouseCoopers SA as For For Management Auditors 12 Transact Other Business (Voting) For Against Management -------------------------------------------------------------------------------- TEXWINCA HOLDINGS LIMITED Ticker: 00321 Security ID: G8770Z106 Meeting Date: AUG 07, 2014 Meeting Type: Annual Record Date: AUG 01, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Declare Final Dividend For For Management 3a1 Elect Poon Bun Chak as Director For For Management 3a2 Elect Poon Kei Chak as Director For For Management 3a3 Elect Ting Kit Chung as Director For For Management 3a4 Elect Poon Ho Wa as Director For For Management 3a5 Elect Au Son Yiu as Director For For Management 3a6 Elect Cheng Shu Wing as Director For For Management 3a7 Elect Law Brian Chung Nin as Director For For Management 3b Authorize Board to Fix Directors' For For Management Remuneration 4 Reappoint Auditors and Authorize Board For For Management to Fix Their Remuneration 5 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 6 Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights 7 Authorize Reissuance of Repurchased For Against Management Shares -------------------------------------------------------------------------------- THE BERKELEY GROUP HOLDINGS PLC Ticker: BKG Security ID: G1191G120 Meeting Date: SEP 01, 2014 Meeting Type: Annual Record Date: AUG 28, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Policy For For Management 3 Approve Remuneration Report For For Management 4 Re-elect Tony Pidgley as Director For For Management 5 Re-elect Rob Perrins as Director For For Management 6 Re-elect Nick Simpkin as Director For For Management 7 Re-elect Greg Fry as Director For For Management 8 Re-elect Karl Whiteman as Director For For Management 9 Re-elect Sean Ellis as Director For For Management 10 Re-elect Sir John Armitt as Director For For Management 11 Re-elect Alison Nimmo as Director For For Management 12 Re-elect Veronica Wadley as Director For For Management 13 Re-elect Glyn Barker as Director For For Management 14 Elect Adrian Li as Director For For Management 15 Elect Andy Myers as Director For For Management 16 Elect Diana Brightmore-Armour as For For Management Director 17 Appoint KPMG LLP as Auditors For For Management 18 Authorise Board to Fix Remuneration of For For Management Auditors 19 Authorise Issue of Equity with For For Management Pre-emptive Rights 20 Authorise Issue of Equity without For For Management Pre-emptive Rights 21 Authorise Market Purchase of Ordinary For For Management Shares 22 Authorise EU Political Donations and For For Management Expenditure 23 Authorise the Company to Call EGM with For For Management Two Weeks' Notice 24 Approve Sale of an Apartment to For For Management Montpelier Properties Ltd 25 Approve Bonus Plan For For Management -------------------------------------------------------------------------------- THE PHOENIX HOLDINGS LTD. Ticker: PHOE1 Security ID: M7923K100 Meeting Date: NOV 09, 2014 Meeting Type: Annual/Special Record Date: OCT 12, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Discuss Financial Statements and the None None Management Report of the Board for 2013 2 Reappoint Kost Forer Gabbay & Kasierer For For Management as Auditors and Authorize Board to Fix Their Remuneration 3.1 Reelect Asaf Bartfeld as Director For For Management Until the End of the Next Annual General Meeting 3.2 Reelect Israel Kass as Director Until For For Management the End of the Next Annual General Meeting 3.3 Reelect Omer Shachar as Director Until For For Management the End of the Next Annual General Meeting 3.4 Reelect Leora Pratt Levin as Director For For Management Until the End of the Next Annual General Meeting 4 Approve Compensation Policy for the For For Management Directors and Officers of the Company 5 Renew and Extend the Amended For For Management Employment Terms of Eyal Lapidot A Vote FOR if you are a controlling None Against Management shareholder or have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager B2 If you are a Senior Officer as defined None Against Management in Section 37(D) of the Securities Law, 1968, vote FOR. Otherwise, vote against. B3 If you are an Institutional Investor None For Management as defined in Regulation 1 of the Supervision Financial Services Regulations 2009 or a Manager of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994, vote FOR. Otherwise, vote against. -------------------------------------------------------------------------------- THE SAGE GROUP PLC Ticker: SGE Security ID: G7771K142 Meeting Date: MAR 03, 2015 Meeting Type: Annual Record Date: MAR 01, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3 Re-elect Donald Brydon as Director For For Management 4 Re-elect Neil Berkett as Director For For Management 5 Re-elect Drummond Hall as Director For For Management 6 Re-elect Steve Hare as Director For For Management 7 Re-elect Jonathan Howell as Director For For Management 8 Elect Stephen Kelly as Director For For Management 9 Elect Inna Kuznetsova as Director For For Management 10 Re-elect Ruth Markland as Director For For Management 11 Appoint Ernst & Young LLP as Auditors For For Management 12 Authorise Board to Fix Remuneration of For For Management Auditors 13 Approve Remuneration Report For For Management 14 Authorise Issue of Equity with For For Management Pre-emptive Rights 15 Authorise Issue of Equity without For For Management Pre-emptive Rights 16 Authorise Market Purchase of Ordinary For For Management Shares 17 Authorise the Company to Call EGM with For For Management Two Weeks' Notice 18 Approve Performance Share Plan For For Management -------------------------------------------------------------------------------- THE TORONTO-DOMINION BANK Ticker: TD Security ID: 891160509 Meeting Date: MAR 26, 2015 Meeting Type: Annual Record Date: FEB 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William E. Bennett For For Management 1.2 Elect Director John L. Bragg For For Management 1.3 Elect Director Amy W. Brinkley For For Management 1.4 Elect Director Brian C. Ferguson For For Management 1.5 Elect Director Colleen A. Goggins For For Management 1.6 Elect Director Mary Jo Haddad For For Management 1.7 Elect Director David E. Kepler For For Management 1.8 Elect Director Brian M. Levitt For For Management 1.9 Elect Director Alan N. MacGibbon For For Management 1.10 Elect Director Harold H. MacKay For For Management 1.11 Elect Director Karen E. Maidment For For Management 1.12 Elect Director Bharat B. Masrani For For Management 1.13 Elect Director Irene R. Miller For For Management 1.14 Elect Director Nadir H. Mohamed For For Management 1.15 Elect Director Claude Mongeau For For Management 1.16 Elect Director Wilbur J. Prezzano For For Management 1.17 Elect Director Helen K. Sinclair For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote on Executive For For Management Compensation Approach 4 SP A: Adopt a Senior Executive Against Against Shareholder Compensation Policy Including the Use of a Pay Equity Ratio as an Annual Benchmark for Setting Compensation 5 SP B: Phase Out Stock Options as a Against Against Shareholder Form of Compensation 6 SP C: Adopt a Pension Plan for New Against Against Shareholder Senior Executives that is the same as for all employees 7 SP D: Adopt a Policy regarding Credit Against Against Shareholder Card Business Practices and Social Responsibility -------------------------------------------------------------------------------- THE WEIR GROUP PLC Ticker: WEIR Security ID: G95248137 Meeting Date: APR 29, 2015 Meeting Type: Annual Record Date: APR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3 Approve Remuneration Report For For Management 4 Elect Sir Jim McDonald as Director For For Management 5 Re-elect Charles Berry as Director For For Management 6 Re-elect Keith Cochrane as Director For For Management 7 Re-elect Alan Ferguson as Director For For Management 8 Re-elect Melanie Gee as Director For For Management 9 Re-elect Mary Jo Jacobi as Director For For Management 10 Re-elect Richard Menell as Director For For Management 11 Re-elect John Mogford as Director For For Management 12 Re-elect Jon Stanton as Director For For Management 13 Reappoint Ernst & Young LLP as Auditors For For Management 14 Authorise the Audit Committee to Fix For For Management Remuneration of Auditors 15 Authorise Issue of Equity with For For Management Pre-emptive Rights 16 Authorise Issue of Equity without For For Management Pre-emptive Rights 17 Authorise Market Purchase of Ordinary For For Management Shares 18 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- TOKYO ENERGY & SYSTEMS INC. Ticker: 1945 Security ID: J8696N101 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 12.5 2.1 Elect Director Narasaki, Yu For For Management 2.2 Elect Director Suzuki, Yasuro For For Management 2.3 Elect Director Shinohara, Hiroaki For For Management 2.4 Elect Director Ishii, Mototsugu For For Management 2.5 Elect Director Kobayashi, Takashi For For Management 2.6 Elect Director Aoki, Keiji For For Management 2.7 Elect Director Tomari, Hiroyuki For For Management 2.8 Elect Director Saruwatari, Noboru For For Management 2.9 Elect Director Tanaka, Hitoshi For For Management 2.10 Elect Director Hatano, Hidenori For For Management 3 Appoint Statutory Auditor Masuda, Yuji For Against Management -------------------------------------------------------------------------------- TOLL HOLDINGS LIMITED Ticker: TOL Security ID: Q9104H100 Meeting Date: OCT 23, 2014 Meeting Type: Annual Record Date: OCT 21, 2014 # Proposal Mgt Rec Vote Cast Sponsor 2 Approve the Remuneration Report For For Management 3 Elect Ray Horsburgh as Director For For Management 4 Elect Frank Ford as Director For For Management 5 Elect Nicola Wakefield Evans as For For Management Director 6 Approve the Grant of 1.23 Million For For Management Options and 286,043 Rights to Brian Kruger, Managing Director of the Company 7 Approve the Grant of 64,844 Rights to For For Management Brian Kruger, Managing Director of the Company 8 Approve the Renewal of the For For Management Proportional Takeover Provisions -------------------------------------------------------------------------------- TOMONY HOLDINGS,INC. Ticker: 8600 Security ID: J8912M101 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 4 2 Amend Articles to Adopt Board For For Management Structure with Audit Committee - Authorize Directors to Execute Day to Day Operations without Full Board Approval - Increase Maximum Board Size - Indemnify Directors 3.1 Elect Director Kakiuchi, Shinichi For For Management 3.2 Elect Director Toyama, Seiji For For Management 3.3 Elect Director Takahashi, Kuniaki For For Management 3.4 Elect Director Yamakawa, Koichi For For Management 3.5 Elect Director Mori, Shinichi For For Management 3.6 Elect Director Gamo, Yoshifumi For For Management 3.7 Elect Director Yoshioka, Hiromi For For Management 3.8 Elect Director Shimomura, Masaharu For For Management 4.1 Elect Director and Audit Committee For For Management Member Tada, Katsura 4.2 Elect Director and Audit Committee For Against Management Member Onishi, Toshiya 4.3 Elect Director and Audit Committee For For Management Member Ohira, Noboru 5 Elect Alternate Director and Audit For For Management Committee Member Tanaka, Kenji 6 Approve Aggregate Compensation Ceiling For For Management for Directors Who Are Not Audit Committee Members 7 Approve Aggregate Compensation Ceiling For For Management for Directors Who Are Audit Committee Members 8 Approve Deep Discount Stock Option Plan For For Management -------------------------------------------------------------------------------- TOPY INDUSTRIES LTD. Ticker: 7231 Security ID: J89451124 Meeting Date: JUN 25, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles to Increase Maximum For For Management Board Size - Indemnify Directors - Indemnify Statutory Auditors 2.1 Elect Director Fujii, Yasuo For Against Management 2.2 Elect Director Higashi, Akira For For Management 2.3 Elect Director Ishii, Yasuto For For Management 2.4 Elect Director Kojima, Tadashi For For Management 2.5 Elect Director Yuki, Yasuo For For Management 3.1 Appoint Statutory Auditor Yamamoto, For For Management Masaru 3.2 Appoint Statutory Auditor Ogawa, For For Management Yukihiro 4 Appoint Alternate Statutory Auditor For For Management Yokoyama, Takio 5 Approve Aggregate Compensation Ceiling For Against Management for Directors -------------------------------------------------------------------------------- TOSHIBA CORP. Ticker: 6502 Security ID: J89752117 Meeting Date: JUN 25, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Muromachi, Masashi For For Management 1.2 Elect Director Sasaki, Norio For For Management 1.3 Elect Director Tanaka, Hisao For For Management 1.4 Elect Director Shimomitsu, Hidejiro For For Management 1.5 Elect Director Fukakushi, Masahiko For For Management 1.6 Elect Director Kobayashi, Kiyoshi For For Management 1.7 Elect Director Masaki, Toshio For For Management 1.8 Elect Director Nishida, Naoto For For Management 1.9 Elect Director Maeda, Keizo For For Management 1.10 Elect Director Ushio, Fumiaki For For Management 1.11 Elect Director Kubo, Makoto For For Management 1.12 Elect Director Shimaoka, Seiya For For Management 1.13 Elect Director Itami, Hiroyuki For For Management 1.14 Elect Director Shimanouchi, Ken For For Management 1.15 Elect Director Saito, Kiyomi For For Management 1.16 Elect Director Tanino, Sakutaro For For Management 2 Amend Articles to Require Equal Against Against Shareholder Treatment of Non-Votes on Shareholder and Company Proposals 3 Amend Articles to Dispose of More Than Against Against Shareholder 50 Percent of Shares Held in Three Subsidiaries within Three Years from July 2015 4 Amend Articles to Mandate Share Against Against Shareholder Repurchase of More Than 20 Percent of Net Profit before Income Taxes Every Year 5 Amend Articles to Require Individual Against Against Shareholder Director and Executive Officer Compensation Disclosure 6 Amend Articles to Withdraw from Against Against Shareholder Nuclear Power Business except for Research on Disposal of Nuclear Waste and Reactor Decommissioning 7 Amend Articles to Disclose Information Against Against Shareholder on Employees Recruited from Government and Affiliated Agencies 8 Amend Articles to Set Minimum Hourly Against Against Shareholder Wage of JPY 2100 for Temporary Employees -------------------------------------------------------------------------------- TOTAL SA Ticker: FP Security ID: F92124100 Meeting Date: MAY 29, 2015 Meeting Type: Annual Record Date: MAY 26, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 2.44 per Share 4 Approve Stock Dividend Program (Cash For For Management or New Shares) 5 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 6 Reelect Patrick Artus as Director For For Management 7 Reelect Anne-Marie Idrac as Director For For Management 8 Elect Patrick Pouyanne as Director For For Management 9 Approve Agreement with Patrick For For Management Pouyanne, CEO 10 Advisory Vote on Compensation of For For Management Thierry Desmarest, Chairman since Oct. 22, 2014 11 Advisory Vote on Compensation of For For Management Patrick Pouyanne, CEO since Oct. 22, 2014 12 Advisory Vote on Compensation of For For Management Christophe de Margerie, CEO and Chairman until Oct. 20, 2014 A Address the Matter of a Fair Sharing Against Against Shareholder of Costs between Shareholders and Company Employees -------------------------------------------------------------------------------- TOWA PHARMACEUTICAL CO. LTD. Ticker: 4553 Security ID: J90505108 Meeting Date: JUN 24, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 57.5 2 Amend Articles to Indemnify Directors For For Management - Indemnify Statutory Auditors 3.1 Elect Director Yoshida, Itsuro For For Management 3.2 Elect Director Osawa, Takashi For For Management 3.3 Elect Director Shirakawa, Toshio For For Management 3.4 Elect Director Yabushita, Keiji For For Management 3.5 Elect Director Nishikawa, Yoshiaki For For Management 3.6 Elect Director Morino, Sadayuki For For Management 3.7 Elect Director Maeyama, Shigeru For For Management 3.8 Elect Director Konno, Kazuhiko For For Management 3.9 Elect Director Okimoto, Kazuto For For Management 3.10 Elect Director Mukuta, Takashi For For Management 3.11 Elect Director Naito, Yasushi For For Management 3.12 Elect Director Nagamura, Satoru For For Management 3.13 Elect Director Eiki, Norikazu For For Management 4.1 Appoint Statutory Auditor Kurihara, For For Management Kazuo 4.2 Appoint Statutory Auditor Minaki, For For Management Takehisa 4.3 Appoint Statutory Auditor Morino, For Against Management Jitsuhiko 4.4 Appoint Statutory Auditor Mimura, Junji For Against Management 5 Approve Retirement Bonus Payment for For Against Management Directors and Statutory Auditor 6 Approve Annual Bonus Payment to For For Management Directors and Statutory Auditors -------------------------------------------------------------------------------- TOYO TIRE & RUBBER CO. LTD. Ticker: 5105 Security ID: ADPC02154 Meeting Date: MAR 27, 2015 Meeting Type: Annual Record Date: DEC 31, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 45 2 Amend Articles to Change Location of For For Management Head Office 3.1 Elect Director Nobuki, Akira For For Management 3.2 Elect Director Yamamoto, Takuji For For Management 3.3 Elect Director Kuze, Tetsuya For For Management 3.4 Elect Director Ito, Kazuyuki For For Management 3.5 Elect Director Ichihara, Sadao For For Management 3.6 Elect Director Kanai, Toshihiro For For Management 3.7 Elect Director Kawamori, Yuzo For For Management 3.8 Elect Director Namura, Hiroko For For Management 4.1 Appoint Statutory Auditor Uejima, For For Management Hiroyasu 4.2 Appoint Statutory Auditor Nakahara, For Against Management Masao 4.3 Appoint Statutory Auditor Tatsuno, For For Management Hisao -------------------------------------------------------------------------------- TOYOTA MOTOR CORP. Ticker: 7203 Security ID: J92676113 Meeting Date: JUN 16, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 125 2.1 Elect Director Uchiyamada, Takeshi For For Management 2.2 Elect Director Toyoda, Akio For For Management 2.3 Elect Director Kodaira, Nobuyori For For Management 2.4 Elect Director Kato, Mitsuhisa For For Management 2.5 Elect Director Sudo, Seiichi For For Management 2.6 Elect Director Terashi, Shigeki For For Management 2.7 Elect Director Hayakawa, Shigeru For For Management 2.8 Elect Director Didier Leroy For For Management 2.9 Elect Director Ijichi, Takahiko For For Management 2.10 Elect Director Uno, Ikuo For For Management 2.11 Elect Director Kato, Haruhiko For For Management 2.12 Elect Director Mark T. Hogan For For Management 3.1 Appoint Statutory Auditor Kato, For For Management Masahiro 3.2 Appoint Statutory Auditor Kagawa, For For Management Yoshiyuki 3.3 Appoint Statutory Auditor Wake, Yoko For For Management 3.4 Appoint Statutory Auditor Ozu, Hiroshi For For Management 4 Appoint Alternate Statutory Auditor For For Management Sakai, Ryuji 5 Approve Annual Bonus Payment to For For Management Directors 6 Amend Articles to Indemnify Directors For For Management - Indemnify Statutory Auditors 7 Amend Articles to Create Class AA For Against Management Shares and Approve Issuance of Class AA Shares -------------------------------------------------------------------------------- TRIGANO Ticker: TRI Security ID: F93488108 Meeting Date: JAN 06, 2015 Meeting Type: Annual/Special Record Date: DEC 31, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Auditors' Special Report on For Against Management Related-Party Transactions 4 Approve Treatment of Losses and For For Management Dividends of EUR 0.30 per Share 5 Approve Remuneration of Directors in For Against Management the Aggregate Amount of EUR 132,000 6 Authorize Repurchase of Up to For For Management 1,900,000 Shares 7 Renew Appointment of BM&A as Auditor For For Management 8 Renew Appointment of Eric Blache as For For Management Alternate Auditor 9 Authorize Filing of Required For For Management Documents/Other Formalities 10 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares -------------------------------------------------------------------------------- TUI AG Ticker: TUI1 Security ID: D8484K166 Meeting Date: OCT 28, 2014 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Issue of up to 267.3 Million For Did Not Vote Management Shares in Connection with Acquisition of TUI Travel Plc 2 Approve Creation of EUR 62 Million For Did Not Vote Management Pool of Capital without Preemptive Rights to Guarantee Conversion rights of TUI Travel plc Convertible Bond 3 Approve Creation of EUR 18 Million For Did Not Vote Management Pool of Capital without Preemptive Rights 4 Approve Increase in Size of Board to For Did Not Vote Management 20 Members 5a Elect Michael Hodgkinson to the For Did Not Vote Management Supervisory Board 5b Elect Tomthy Martin to the Supervisory For Did Not Vote Management Board 5c Elect Valerie Gooding to the For Did Not Vote Management Supervisory Board 5d Elect Coline McConville to the For Did Not Vote Management Supervisory Board 5e Elect Janis Kong to the Supervisory For Did Not Vote Management Board 6a Amend Articles Re: Possibility to For Did Not Vote Management Appoint Two Vice-chiarmen 6b Amend Articles Re: Remuneration of the For Did Not Vote Management Integration Committee 6c Amend Articles Re: Possibility to For Did Not Vote Management Appoint One or More CEO(s) and One or More Vice CEO(s) -------------------------------------------------------------------------------- TUI AG Ticker: TUI1 Security ID: D8484K166 Meeting Date: FEB 10, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2013/2014 (Non-Voting) 2 Approve Allocation of Income and For Did Not Vote Management Dividends of EUR 0.33 per Share 3.1 Approve Discharge of Management Board For Did Not Vote Management Member Friedrich Joussen for Fiscal 2013/2014 3.2 Approve Discharge of Management Board For Did Not Vote Management Member Horst Baier for Fiscal 2013/2014 3.3 Approve Discharge of Management Board For Did Not Vote Management Member Peter Long for Fiscal 2013/2014 4.1 Approve Discharge of Supervisory Board For Did Not Vote Management Member Klaus Mangold for Fiscal 2013/2014 4.2 Approve Discharge of Supervisory Board For Did Not Vote Management Member Petra Gerstenkorn for Fiscal 2013/2014 4.3 Approve Discharge of Supervisory Board For Did Not Vote Management Member Frank Jakobi for Fiscal 2013/2014 4.4 Approve Discharge of Supervisory Board For Did Not Vote Management MemberAnass Houir Alami for Fiscal 2013/2014 4.5 Approve Discharge of Supervisory Board For Did Not Vote Management Member Andreas Barczewski for Fiscal 2013/2014 4.6 Approve Discharge of Supervisory Board For Did Not Vote Management Member Peter Bremme for Fiscal 2013/2014 4.7 Approve Discharge of Supervisory Board For Did Not Vote Management Member Arnd Dunse for Fiscal 2013/2014 4.8 Approve Discharge of Supervisory Board For Did Not Vote Management Member Edgar Ernst for Fiscal 2013/2014 4.9 Approve Discharge of Supervisory Board For Did Not Vote Management Member Angelika Gifford for Fiscal 2013/2014 4.10 Approve Discharge of Supervisory Board For Did Not Vote Management Member Ingo Kronsfoth for Fiscal 2013/2014 4.11 Approve Discharge of Supervisory Board For Did Not Vote Management Member Vladimir Lukin for Fiscal 2013/2014 4.12 Approve Discharge of Supervisory Board For Did Not Vote Management Member Mikhail Noskov for Fiscal 2013/2014 4.13 Approve Discharge of Supervisory Board For Did Not Vote Management Member Michael Poenipp for Fiscal 2013/2014 4.14 Approve Discharge of Supervisory Board For Did Not Vote Management Member Carmen Riu Gueell for Fiscal 2013/2014 4.15 Approve Discharge of Supervisory Board For Did Not Vote Management Member Carola Schwirn for Fiscal 2013/2014 4.16 Approve Discharge of Supervisory Board For Did Not Vote Management Member Maxim G. Shemetov for Fiscal 2013/2014 4.17 Approve Discharge of Supervisory Board For Did Not Vote Management Member Anette Strempel for Fiscal 2013/2014 4.18 Approve Discharge of Supervisory Board For Did Not Vote Management Member Christian Strenger for Fiscal 2013/2014 4.19 Approve Discharge of Supervisory Board For Did Not Vote Management Member Ortwin Strubelt for Fiscal 2013/2014 4.20 Approve Discharge of Supervisory Board For Did Not Vote Management Member Vladimir Yakushev for Fiscal 2013/2014 5 Ratify PricewaterhouseCoopers as For Did Not Vote Management Auditors for Fiscal 2014/2015 6 Elect Maxim G. Shemetov to the For Did Not Vote Management Supervisory Board 7 Authorize Share Repurchase Program and For Did Not Vote Management Reissuance or Cancellation of Repurchased Shares 8 Approve Affiliation Agreements with For Did Not Vote Management Leibniz-Service GmbH -------------------------------------------------------------------------------- TULLETT PREBON PLC Ticker: TLPR Security ID: G9130W106 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAY 01, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For Against Management 3 Elect John Phizackerley as Director For For Management 4 Re-elect Rupert Robson as Director For For Management 5 Re-elect Paul Mainwaring as Director For For Management 6 Re-elect Angela Knight as Director For For Management 7 Re-elect Roger Perkin as Director For For Management 8 Re-elect Stephen Pull as Director For For Management 9 Re-elect David Shalders as Director For For Management 10 Reappoint Deloitte LLP as Auditors For For Management 11 Authorise Board to Fix Remuneration of For For Management Auditors 12 Approve Final Dividend For For Management 13 Authorise Issue of Equity with For For Management Pre-emptive Rights 14 Authorise EU Political Donations and For For Management Expenditure 15 Authorise Issue of Equity without For For Management Pre-emptive Rights 16 Authorise Market Purchase of Ordinary For For Management Shares 17 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- UBS GROUP AG Ticker: UBSG Security ID: H892U1882 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1.1 Accept Financial Statements and For For Management Statutory Reports 1.2 Approve Remuneration Report For For Management 2.1 Approve Allocation of Income and For For Management Dividends of CHF 0.50 per Share from Capital Contribution Reserves 2.2 Approve Supplementary Dividends of CHF For For Management 0.25 per Share from Capital Contribution Reserves 3 Approve Discharge of Board and Senior For For Management Management 4 Approve Variable Remuneration of For For Management Executive Committee in the Amount of CHF 58.4 Million 5 Approve Maximum Fixed Remuneration of For For Management Executive Committee in the Amount of CHF 25 Million 6.1a Reelect Axel Weber as Director and For For Management Board Chairman 6.1b Reelect Michel Demare as Director For For Management 6.1c Reelect David Sidwell as Director For For Management 6.1d Reelect Reto Francioni as Director For For Management 6.1e Reelect Ann Godbehere as Director For For Management 6.1f Reelect Axel Lehmann as Director For For Management 6.1g Reelect William Parrett as Director For For Management 6.1h Reelect Isabelle Romy as Director For For Management 6.1i Reelect Beatrice Weder di Mauro as For For Management Director 6.1j Reelect Joseph Yam as Director For For Management 6.2 Elect Jes Staley as Director For For Management 6.3.1 Appoint Ann Godbehere as Member of the For For Management Human Resources and Compensation Committee 6.3.2 Appoint Michel Demare as Member of the For For Management Human Resources and Compensation Committee 6.3.3 Appoint Reto Francioni as Member of For For Management the Human Resources and Compensation Committee 6.3.4 Appoint Jes Staley as Member of the For For Management Human Resources and Compensation Committee 7 Approve Maximum Remuneration of For For Management Directors in the Amount of CHF 14 Million 8.1 Designate ADB Altorfer Duss & For For Management Beilstein AG as Independent Proxy 8.2 Ratify Ernst & Young as Auditors For For Management 8.3 Ratify BDO AG as Special Auditors For For Management 9 Transact Other Business (Voting) For Against Management -------------------------------------------------------------------------------- UCB SA Ticker: UCB Security ID: B93562120 Meeting Date: APR 30, 2015 Meeting Type: Annual/Special Record Date: APR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Directors' Report (Non-Voting) None None Management 2 Receive Auditors' Report (Non-Voting) None None Management 3 Receive Consolidated Financial None None Management Statements and Statutory Reports (Non-Voting) 4 Approve Financial Statements and For For Management Allocation of Income 5 Approve Remuneration Report For For Management 6 Approve Discharge of Directors For For Management 7 Approve Discharge of Auditors For For Management 8.1 Reelect Gerhard Mayr as Director For For Management 8.2 Reelect Evelyn du Monceau as Director For For Management 8.3a Reelect Norman J. Ornstein as Director For For Management 8.3b Indicate Norman J. Ornstein as For For Management Independent Board Member 8.4 Elect Cyril Janssen as Director For For Management 8.5a Elect Alice Dautry as Director For For Management 8.5b Indicate Alice Dautry as Independent For For Management Board Member 9 Ratify PwC as Auditors and Approve For For Management Auditors' Remuneration 10 Approve Restricted Stock Plan Re: For For Management Issuance of 956,000 Restricted Shares 11 Approve Change-of-Control Clause Re : For For Management EMTN Program -------------------------------------------------------------------------------- UCHIDA YOKO CO. LTD. Ticker: 8057 Security ID: J93884104 Meeting Date: OCT 11, 2014 Meeting Type: Annual Record Date: JUL 20, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 10 2.1 Elect Director Kashihara, Takashi For For Management 2.2 Elect Director Okubo, Noboru For For Management 2.3 Elect Director Saito, Kenji For For Management 2.4 Elect Director Akiyama, Shingo For For Management 2.5 Elect Director Takai, Shoichiro For For Management 2.6 Elect Director Asakura, Hitoshi For For Management 2.7 Elect Director Hirose, Hidenori For For Management -------------------------------------------------------------------------------- UDG HEALTHCARE PLC Ticker: UDG Security ID: G9285S108 Meeting Date: FEB 03, 2015 Meeting Type: Annual Record Date: FEB 01, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3 Approve Remuneration Report For For Management 4(a) Re-elect Chris Brinsmead as Director For For Management 4(b) Re-elect Chris Corbin as Director For For Management 4(c) Re-elect Liam FitzGerald as Director For For Management 4(d) Re-elect Peter Gray as Director For For Management 4(e) Re-elect Brendan McAtamney as Director For For Management 4(f) Re-elect Gerard van Odijk as Director For For Management 4(g) Re-elect Alan Ralph as Director For For Management 4(h) Re-elect Lisa Ricciardi as Director For For Management 4(i) Re-elect Philip Toomey as Director For For Management 4(j) Re-elect Linda Wilding as Director For For Management 5 Authorise Board to Fix Remuneration of For For Management Auditors 6 Authorise the Company to Call EGM with For For Management Two Weeks' Notice 7 Authorise Issue of Equity with For For Management Pre-emptive Rights 8 Authorise Issue of Equity without For For Management Pre-emptive Rights 9 Authorise Market Purchase of Ordinary For For Management Shares 10 Authorise Reissuance of Repurchased For For Management Shares -------------------------------------------------------------------------------- UNILEVER NV Ticker: UNA Security ID: N8981F271 Meeting Date: APR 29, 2015 Meeting Type: Annual Record Date: APR 01, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Discussion of the Annual Report and None None Management Accounts for the 2014 financial year 2 Approve Financial Statements and For For Management Allocation of Income 3 Approve Discharge of Executive Board For For Management Members 4 Approve Discharge of Non-Executive For For Management Board Members 5 Reelect P G J M Polman as Executive For For Management Director 6 Reelect R J-M S Huet as Executive For For Management Director 7 Reelect L M Cha as Non-Executive For For Management Director 8 Reelect L O Fresco as Non-Executive For For Management Director 9 Reelect A M Fudge as Non-Executive For For Management Director 10 Elect M Ma as Non-Executive Director For For Management 11 Reelect H Nyasulu as Non-Executive For For Management Director 12 Reelect J. Rishton as Non-Executive For For Management Director 13 Reelect F Sijbesma as Non-Executive For For Management Director. 14 Reelect M Treschow as Non-Executive For For Management Director 15 Elect N S Andersen as Non-Executive For For Management Director 16 Elect V Colao as Non-Executive Director For For Management 17 Elect J Hartmann as Non-Executive For For Management Director 18 Ratify KPMG as Auditors For For Management 19 Grant Board Authority to Issue Shares For For Management Up To 10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger and Restricting/Excluding Preemptive Rights 20 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 21 Approve Cancellation of Repurchased For For Management Shares 22 Close Meeting None None Management -------------------------------------------------------------------------------- UNILEVER PLC Ticker: ULVR Security ID: G92087165 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: APR 28, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Re-elect Paul Polman as Director For For Management 4 Re-elect Jean-Marc Huet as Director For For Management 5 Re-elect Laura Cha as Director For For Management 6 Re-elect Louise Fresco as Director For For Management 7 Re-elect Ann Fudge as Director For For Management 8 Re-elect Mary Ma as Director For For Management 9 Re-elect Hixonia Nyasulu as Director For For Management 10 Re-elect John Rishton as Director For For Management 11 Re-elect Feike Sijbesma as Director For For Management 12 Re-elect Michael Treschow as Director For For Management 13 Elect Nils Andersen as Director For For Management 14 Elect Vittorio Colao as Director For For Management 15 Elect Dr Judith Hartmann as Director For For Management 16 Reappoint KPMG LLP as Auditors For For Management 17 Authorise Board to Fix Remuneration of For For Management Auditors 18 Authorise Issue of Equity with For For Management Pre-emptive Rights 19 Authorise Issue of Equity without For For Management Pre-emptive Rights 20 Authorise Market Purchase of Ordinary For For Management Shares 21 Authorise EU Political Donations and For For Management Expenditure 22 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- UNIPOL GRUPPO FINANZIARIO SPA Ticker: UNI Security ID: T9532W106 Meeting Date: FEB 25, 2015 Meeting Type: Special Record Date: FEB 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Directors (Bundled) For Against Management 1 Mandatory Conversion of Preferred For For Management Shares into Ordinary Shares -------------------------------------------------------------------------------- UNIPOL GRUPPO FINANZIARIO SPA Ticker: UNI Security ID: T9532W114 Meeting Date: FEB 25, 2015 Meeting Type: Special Record Date: FEB 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Directors (Bundled) For Against Management 1 Mandatory Conversion of Preferred For For Management Shares into Ordinary Shares -------------------------------------------------------------------------------- UNIPOL GRUPPO FINANZIARIO SPA Ticker: UNI Security ID: T9532W114 Meeting Date: FEB 26, 2015 Meeting Type: Special Record Date: FEB 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Mandatory Conversion of For For Management Preferred Shares into Ordinary Shares -------------------------------------------------------------------------------- UNITED ENGINEERS LIMITED Ticker: U04 Security ID: V93368104 Meeting Date: NOV 28, 2014 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Proposed Disposal of For For Management 184,139,126 Shares in UE E&C Ltd. -------------------------------------------------------------------------------- UNITED INTERNET AG Ticker: UTDI Security ID: D8542B125 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2014 (Non-Voting) 2 Approve Allocation of Income and For Did Not Vote Management Dividends of EUR 0.60 per Share 3 Approve Discharge of Management Board For Did Not Vote Management for Fiscal 2014 4 Approve Discharge of Supervisory Board For Did Not Vote Management for Fiscal 2014 5 Ratify Ernst & Young GmbH as Auditors For Did Not Vote Management for Fiscal 2014 6.1 Reelect Kurt Dobitsch to the For Did Not Vote Management Supervisory Board 6.2 Reelect Michael Scheeren to the For Did Not Vote Management Supervisory Board 6.3 Elect Kai-Uwe Ricke to the Supervisory For Did Not Vote Management Board 7 Approve Remuneration of Supervisory For Did Not Vote Management Board 8 Approve Creation of EUR 102.5 Million For Did Not Vote Management Pool of Capital without Preemptive Rights 9 Approve Issuance of Warrants/Bonds For Did Not Vote Management with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 1 Billion; Approve Creation of EUR 25 Million Pool of Capital to Guarantee Conversion Rights 10 Approve Control Agreement with For Did Not Vote Management Subsidiary United Internet Corporate Services GmbH 11 Approve Profit and Loss Transfer For Did Not Vote Management Agreement with Subsidiary United Internet Mail & Media SE 12 Approve Control Agreement with For Did Not Vote Management Subsidiary United Internet Mail & Media SE 13 Approve Profit and Loss Transfer For Did Not Vote Management Agreement with Subsidiary United Internet Service SE 14 Approve Control Agreement with For Did Not Vote Management Subsidiary United Internet Service SE 15 Approve Profit and Loss Transfer For Did Not Vote Management Agreement with Subsidiary United Internet Service Holding GmbH 16 Approve Control Agreement with For Did Not Vote Management Subsidiary United Internet Service Holding GmbH -------------------------------------------------------------------------------- VALE S.A. Ticker: VALE5 Security ID: 91912E204 Meeting Date: DEC 23, 2014 Meeting Type: Special Record Date: NOV 28, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Agreement to Absorb Sociedade For For Management de Mineracao Constelacao de Apolo S.A. (Apolo) and Vale Mina do Auzl S.A. (VMA) 2 Appoint KPMG Auditores Independentes For For Management as the Independent Firm to Appraise Proposed Transaction 3 Approve Independent Firm's Appraisal For For Management 4 Approve Absorption of Sociedade de For For Management Mineracao Constelacao de Apolo S.A. (Apolo) and Vale Mina do Auzl S.A. (VMA) -------------------------------------------------------------------------------- VALE S.A. Ticker: VALE5 Security ID: 91912E204 Meeting Date: MAY 13, 2015 Meeting Type: Annual/Special Record Date: APR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Accept Financial Statements and For For Management Statutory Reports for Fiscal Year Ended Dec. 31, 2014 1.2 Approve Allocation of Income and For For Management Dividends 1.3 Elect Directors None None Management 1.4 Elect Fiscal Council Member(s) None Withhold Shareholder Nominated by Preferred Shareholders 1.5 Approve Remuneration of Company's For Withhold Management Management 2.1 Amend Bylaws For For Management -------------------------------------------------------------------------------- VALEO Ticker: FR Security ID: F96221126 Meeting Date: MAY 26, 2015 Meeting Type: Annual/Special Record Date: MAY 21, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 2.20 per Share 4 Approve Auditors' Special Report on For For Management Related-Party Transactions Mentioning the Absence of New Transactions 5 Subject to Approval of Item 7, Approve For Against Management Severance Payment Agreement with Jacques Aschenbroich 6 Ratify Appointment of Caroline Maury For For Management Devine as Director 7 Reelect Jacques Aschenbroich as For For Management Director 8 Reelect Pascal Colombani as Director For For Management 9 Reelect Michel de Fabiani as Director For For Management 10 Advisory Vote on Compensation of For For Management Pascal Colombani, Chairman 11 Advisory Vote on Compensation of For For Management Jacques Aschenbroich, CEO 12 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 13 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 70 Million 14 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 23 Million 15 Approve Issuance of Equity or For For Management Equity-Linked Securities for Private Placements, up to Aggregate Nominal Amount of EUR 23 Million 16 Authorize Capitalization of Reserves For For Management of Up to EUR 30 Million for Bonus Issue or Increase in Par Value 17 Authorize Board to Increase Capital in For For Management the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above 18 Authorize Capital Increase for For For Management Contributions in Kind, up to Aggregate Nominal Amount of EUR 23 Million 19 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 20 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 21 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- VALORA HOLDING AG Ticker: VALN Security ID: H53670198 Meeting Date: APR 22, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For Against Management 3 Approve Allocation of Income and For For Management Dividends of CHF 12.50 per Share 4 Approve Discharge of Board and Senior For For Management Management 5.1 Approve Remuneration of Directors in For For Management the Amount of CHF 1.6 Million 5.2 Approve Remuneration of Executive For Against Management Committee in the Amount of CHF 7.4 Million 6.1.1 Reelect Rolando Benedick as Director For For Management 6.1.2 Reelect Markus Fiechter as Director For For Management 6.1.3 Reelect Franz Julen as Director For For Management 6.1.4 Reelect Bernhard Heusler as Director For For Management 6.1.5 Reelect Peter Ditsch as Director For For Management 6.1.6 Reelect Cornelia Ritz Bossicard as For For Management Director 6.2 Reelect Rolando Benedick as Board For For Management Chairman 6.3.1 Appoint Franz Julen as Member of the For For Management Compensation Committee 6.3.2 Appoint Markus Fiechter as Member of For For Management the Compensation Committee 6.3.3 Appoint Peter Ditsch as Member of the For For Management Compensation Committee 6.4 Designate Oscar Olano as Independent For For Management Proxy 6.5 Ratify Ernst & Young AG as Auditors For For Management 7 Transact Other Business (Voting) For Against Management -------------------------------------------------------------------------------- VASTNED RETAIL NV Ticker: VASTN Security ID: N91784103 Meeting Date: NOV 24, 2014 Meeting Type: Special Record Date: OCT 27, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Elect R. Walta as CFO For For Management 3 Allow Questions None None Management 4 Close Meeting None None Management -------------------------------------------------------------------------------- VESUVIUS PLC Ticker: VSVS Security ID: G9339E105 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAY 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3 Approve Remuneration Report For For Management 4 Re-elect Nelda Connors as Director For For Management 5 Re-elect Christer Gardell as Director For For Management 6 Elect Hock Goh as Director For For Management 7 Re-elect Jane Hinkley as Director For For Management 8 Elect Douglas Hurt as Director For For Management 9 Re-elect John McDonough as Director For For Management 10 Re-elect Chris O'Shea as Director For For Management 11 Re-elect Francois Wanecq as Director For For Management 12 Reappoint KPMG LLP as Auditors For For Management 13 Authorise Board to Fix Remuneration of For For Management Auditors 14 Authorise EU Political Donations and For For Management Expenditure 15 Authorise Issue of Equity with For For Management Pre-emptive Rights 16 Authorise Issue of Equity without For For Management Pre-emptive Rights 17 Authorise Market Purchase of Ordinary For For Management Shares 18 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- VITAL KSK HOLDINGS CO LTD Ticker: 3151 Security ID: J9460Q106 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Suzuki, Ken For For Management 1.2 Elect Director Fukada, Kazuo For For Management 1.3 Elect Director Murai, Taisuke For For Management 1.4 Elect Director Hattori, Tamotsu For For Management 1.5 Elect Director Chihara, Hiroyuki For For Management 1.6 Elect Director Ichijo, Takeshi For For Management 1.7 Elect Director Ichijo, Hiroshi For For Management 1.8 Elect Director Tsugoshi, Masaaki For For Management 1.9 Elect Director Yoden, Takenori For For Management 1.10 Elect Director Yamaki, Haruo For For Management 1.11 Elect Director Kitanaka, Hiroshi For For Management 1.12 Elect Director Matsui, Shutaro For For Management 1.13 Elect Director Manabe, Masaaki For For Management 1.14 Elect Director Yoshimura, Yasuaki For For Management 2.1 Appoint Statutory Auditor Okuni, junji For For Management 2.2 Appoint Statutory Auditor Saito, For For Management Mitsuhiro -------------------------------------------------------------------------------- VODAFONE GROUP PLC Ticker: VOD Security ID: G93882192 Meeting Date: JUL 29, 2014 Meeting Type: Annual Record Date: JUL 25, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Re-elect Gerard Kleisterlee as Director For For Management 3 Re-elect Vittorio Colao as Director For For Management 4 Elect Nick Read as Director For For Management 5 Re-elect Stephen Pusey as Director For For Management 6 Elect Sir Crispin Davis as Director For For Management 7 Elect Dame Clara Furse as Director For For Management 8 Elect Valerie Gooding as Director For For Management 9 Re-elect Renee James as Director For For Management 10 Re-elect Samuel Jonah as Director For For Management 11 Re-elect Omid Kordestani as Director For For Management 12 Re-elect Nick Land as Director For For Management 13 Re-elect Luc Vandevelde as Director For For Management 14 Re-elect Philip Yea as Director For For Management 15 Approve Final Dividend For For Management 16 Approve Remuneration Policy For For Management 17 Approve Remuneration Report For For Management 18 Approve Incentive Plan For For Management 19 Appoint PricewaterhouseCoopers LLP as For For Management Auditors 20 Authorise the Audit and Risk Committee For For Management to Fix Remuneration of Auditors 21 Authorise Issue of Equity with For For Management Pre-emptive Rights 22 Authorise Issue of Equity without For For Management Pre-emptive Rights 23 Authorise Market Purchase of Ordinary For For Management Shares 24 Authorise EU Political Donations and For For Management Expenditure 25 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- VOLKSWAGEN AG (VW) Ticker: VOW3 Security ID: D94523145 Meeting Date: MAY 05, 2015 Meeting Type: Annual Record Date: APR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2014 (Non-Voting) 2 Approve Allocation of Income and For For Management Dividends of EUR 4.80 per Ordinary Share and EUR 4.86 per Preferred Share 3.1 Approve Discharge of Management Board For For Management Member Martin Winterkorn for Fiscal 2014 3.2 Approve Discharge of Management Board For For Management Member Francisco Javier Garcia Sanz for Fiscal 2014 3.3 Approve Discharge of Management Board For For Management Member Jochem Heizmann for Fiscal 2014 3.4 Approve Discharge of Management Board For For Management Member Christian Klingler for Fiscal 2014 3.5 Approve Discharge of Management Board For For Management Member Michael Macht for Fiscal 2014 3.6 Approve Discharge of Management Board For For Management Member Horst Neumann for Fiscal 2014 3.7 Approve Discharge of Management Board For For Management Member Leif Oestling for Fiscal 2014 3.8 Approve Discharge of Management Board For For Management Member Hans Dieter Poetsch for Fiscal 2014 3.9 Approve Discharge of Management Board For For Management Member Rupert Stadler for Fiscal 2014 4.1 Approve Discharge of Supervisory Board For For Management Member Ferdinand K. Piech for Fiscal 2014 4.2 Approve Discharge of Supervisory Board For For Management Member Berthold Huber for Fiscal 2014 4.3 Approve Discharge of Supervisory Board For For Management Member Hussain Ali Al-Abdulla for Fiscal 2014 4.4 Approve Discharge of Supervisory Board For For Management Member Ahmad Al-Sayed for Fiscal 2014 4.5 Approve Discharge of Supervisory Board For For Management Member Juergen Dorn for Fiscal 2014 4.6 Approve Discharge of Supervisory Board For For Management Member Annika Falkengren for Fiscal 2014 4.7 Approve Discharge of Supervisory Board For For Management Member Hans-Peter Fischer for Fiscal 2014 4.8 Approve Discharge of Supervisory Board For For Management Member Uwe Fritsch for Fiscal 2014 4.9 Approve Discharge of Supervisory Board For For Management Member Babette Froehlich for Fiscal 2014 4.10 Approve Discharge of Supervisory Board For For Management Member Olaf Lies for Fiscal 2014 4.11 Approve Discharge of Supervisory Board For For Management Member Hartmut Meine for Fiscal 2014 4.12 Approve Discharge of Supervisory Board For For Management Member Peter Mosch for Fiscal 2014 4.13 Approve Discharge of Supervisory Board For For Management Member Bernd Osterloh for Fiscal 2014 4.14 Approve Discharge of Supervisory Board For For Management Member Hans Michel Piech for Fiscal 2014 4.15 Approve Discharge of Supervisory Board For For Management Member Ursula Piech for Fiscal 2014 4.16 Approve Discharge of Supervisory Board For For Management Member Ferdinand Oliver Porsche for Fiscal 2014 4.17 Approve Discharge of Supervisory Board For For Management Member Wolfgang Porsche for Fiscal 2014 4.18 Approve Discharge of Supervisory Board For For Management Member Stephan Weil for Fiscal 2014 4.19 Approve Discharge of Supervisory Board For For Management Member Stephan Wolf for Fiscal 2014 4.20 Approve Discharge of Supervisory Board For For Management Member Thomas Zwiebler for Fiscal 2014 5.1 Elect Hussain Ali Al-Abdulla to the For Against Management Supervisory Board 5.2 Elect Abdullah Bin Mohammed Bin Saud For Against Management Al-Thani to the Supervisory Board 6 Approve Creation of EUR 179.2 Million For Against Management Pool of Capital with Preemptive Rights via Issuance of Preferred Stock 7 Amend Affiliation Agreement with For For Management Subsidiary Volkswagen Financial Services Aktiengesellschaft 8 Ratify PricewaterhouseCoopers AG as For For Management Auditors for Fiscal 2015 -------------------------------------------------------------------------------- VST HOLDINGS LIMITED Ticker: 00856 Security ID: G9400C111 Meeting Date: MAY 19, 2015 Meeting Type: Annual Record Date: MAY 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3a Elect Ong Wei Hiam William as Director For For Management 3b Elect Chow Ying Chi as Director For For Management 3c Elect Li Wei as Director For Against Management 3d Elect Lam Hin Chi as Director For For Management 3e Authorize Board to Fix Remuneration of For For Management Directors 4 Approve KPMG as Auditors and Authorize For For Management Board to Fix Their Remuneration 5A Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights 5B Authorize Repurchase of Issued Share For For Management Capital 5C Authorize Reissuance of Repurchased For Against Management Shares -------------------------------------------------------------------------------- VTG AG Ticker: VT9 Security ID: D8571N107 Meeting Date: MAY 29, 2015 Meeting Type: Annual Record Date: MAY 07, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2014 (Non-Voting) 2 Approve Allocation of Income and For For Management Dividends of EUR 0.45 per Share 3 Approve Discharge of Management Board For For Management for Fiscal 2014 4 Approve Discharge of Supervisory Board For For Management for Fiscal 2014 5 Ratify PricewaterhouseCoopers AG as For For Management Auditors for Fiscal 2015 6 Elect Andreas Goer to the Supervisory For For Management Board 7 Approve Issuance of Warrants/Bonds For Against Management with Warrants Attached/Convertible Bonds with Partial Exclusion of Preemptive Rights up to Aggregate Nominal Amount of EUR 500 Million; Approve Creation of EUR 14.4 Million Pool of Capital to Guarantee Conversion Rights 8 Approve Creation of EUR 14.4 Million For Against Management Pool of Capital without Preemptive Rights -------------------------------------------------------------------------------- WACKER NEUSON SE Ticker: WAC Security ID: D9553L101 Meeting Date: MAY 27, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 2 Approve Allocation of Income and For Did Not Vote Management Dividends of EUR 0.50 per Share 3 Approve Discharge of Management Board For Did Not Vote Management for Fiscal 2014 4 Approve Discharge of Supervisory Board For Did Not Vote Management for Fiscal 2014 5 Ratify Ernst & Young GmbH as Auditors For Did Not Vote Management for Fiscal 2015 6.1 Elect Kurt Helletzgruber to the For Did Not Vote Management Supervisory Board 6.2 Elect Johann Neunteufel to the For Did Not Vote Management Supervisory Board 6.3 Elect Matthias Schueppen to the For Did Not Vote Management Supervisory Board 6.4 Elect Ralph Wacker to the Supervisory For Did Not Vote Management Board -------------------------------------------------------------------------------- WERELDHAVE NV Ticker: WHA Security ID: N95060120 Meeting Date: SEP 23, 2014 Meeting Type: Special Record Date: AUG 26, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Elect Robert Bolier as CFO For For Management 3 Allow Questions None None Management 4 Close Meeting None None Management -------------------------------------------------------------------------------- WERELDHAVE NV Ticker: WHA Security ID: N95060120 Meeting Date: NOV 28, 2014 Meeting Type: Special Record Date: OCT 31, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Receive Announcements Re: Company None None Management Strategy 3a Grant Board Authority to Issue Shares For For Management Within Framework of Rights Offering of up to EUR 550 Million 3b Authorize Board to Exclude Preemptive For For Management Rights Re: Item 3a 3c Amend Articles to Reflect Changes in For For Management Capital Re: Item 3a 4 Allow Questions None None Management 5 Close Meeting None None Management -------------------------------------------------------------------------------- WERELDHAVE NV Ticker: WHA Security ID: N95060120 Meeting Date: APR 24, 2015 Meeting Type: Annual Record Date: MAR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Receive Report of Management Board None None Management (Non-Voting) 3 Receive Explanation on Company's None None Management Reserves and Dividend Policy 4 Discuss Remuneration Report Containing None None Management Remuneration Policy for Management Board Members 5 Allow Questions to External Auditor None None Management 6a Approve Dividends of EUR 2.87 Per Share For For Management 6b Adopt Financial Statements and For For Management Statutory Reports 7 Approve Discharge of Management Board For For Management 8 Approve Discharge of Supervisory Board For For Management 9a Approve Remuneration Policy of For For Management Management Board and Supervisory Board 9b Approve Remuneration of Supervisory For For Management Board 10 Reelect J.A.P. van Oosten as For For Management Supervisory Board Member 11 Reelect H.J. van Everdingen as For For Management Supervisory Board Member 12a Grant Board Authority to Issue Shares For For Management Up To 10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger and Restricting 12b Authorize Board to Exclude Preemptive For For Management Rights from Share Issuances 13 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 14 Ratify KPMG as Auditors For For Management 15 Allow Questions None None Management 16 Close Meeting None None Management -------------------------------------------------------------------------------- WILH. WILHELMSEN ASA Ticker: WWASA Security ID: R9883B109 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Notice of Meeting and Agenda For Did Not Vote Management 2 Designate Inspector(s) of Minutes of None None Management Meeting 3 Accept Financial Statements and For Did Not Vote Management Statutory Reports; Approve Allocation of Income and Dividends of NOK 1.00 Per Share 4 Authorize Additional Dividends For Did Not Vote Management 5 Approve Remuneration Policy And Other For Did Not Vote Management Terms of Employment For Executive Management 6 Discuss Company's Corporate Governance None None Management Statement 7 Approve Remuneration of Auditors For Did Not Vote Management 8 Approve Remuneration of Directors For Did Not Vote Management 9 Approve Remuneration of Nominating For Did Not Vote Management Committee 10 Reelect Thomas Wilhelmsen and Diderik For Did Not Vote Management Schnitler as Directors; Elect Bente Brevik as New Director 11 Approve Creation of NOK 22 Million For Did Not Vote Management Pool of Capital without Preemptive Rights -------------------------------------------------------------------------------- WILLIAM DEMANT HOLDING A/S Ticker: WDH Security ID: K9898W129 Meeting Date: APR 09, 2015 Meeting Type: Annual Record Date: APR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Report of Board None None Management 2 Accept Financial Statements and For For Management Statutory Reports 3 Approve Remuneration of Directors in For For Management the Amount of DKK 900,000 for Chairman, DKK 600,000 for Vice Chairman, and DKK 300,000 for Other Directors 4 Approve Allocation of Income and For For Management Omission of Dividends 5a Reelect Lars Johansen as Director For Abstain Management 5b Reelect Peter Foss as Director For Abstain Management 5c Reelect Niels Christiansen as Director For For Management 5d Reelect Benedikte Leroy as Director For For Management 6 Ratify Deloitte as Auditors For For Management 7a Approve DKK 2.2 Million Reduction in For For Management Share Capital 7b Authorize Share Repurchase Program For For Management 7c Authorize Editorial Changes to Adopted For For Management Resolutions in Connection with Registration with Danish Authorities 8 Other Business None None Management -------------------------------------------------------------------------------- WILLIAM HILL PLC Ticker: WMH Security ID: G9645P117 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAY 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Final Dividend For For Management 4 Elect James Henderson as Director For For Management 5 Re-elect Gareth Davis as Director For For Management 6 Re-elect Neil Cooper as Director For For Management 7 Re-elect Sir Roy Gardner as Director For For Management 8 Re-elect Georgina Harvey as Director For For Management 9 Re-elect Ashley Highfield as Director For For Management 10 Re-elect David Lowden as Director For For Management 11 Re-elect Imelda Walsh as Director For For Management 12 Reappoint Deloitte LLP as Auditors For For Management 13 Authorise Board to Fix Remuneration of For For Management Auditors 14 Authorise EU Political Donations and For For Management Expenditure 15 Authorise Issue of Equity with For For Management Pre-emptive Rights 16 Authorise Issue of Equity without For For Management Pre-emptive Rights 17 Authorise Market Purchase of Ordinary For For Management Shares 18 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- WINCOR NIXDORF AG Ticker: WIN Security ID: D9695J105 Meeting Date: JAN 19, 2015 Meeting Type: Annual Record Date: DEC 28, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2013/2014 (Non-Voting) 2 Approve Allocation of Income and For For Management Dividends of EUR 1.75 per Share 3 Approve Discharge of Management Board For For Management for Fiscal 2013/2014 4 Approve Discharge of Supervisory Board For For Management for Fiscal 2013/2014 5 Ratify KPMG AG as Auditors for Fiscal For For Management 2014/2015 -------------------------------------------------------------------------------- WOLSELEY PLC Ticker: WOS Security ID: G9736L124 Meeting Date: NOV 25, 2014 Meeting Type: Annual Record Date: NOV 23, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Remuneration Policy For For Management 4 Approve Final Dividend For For Management 5 Re-elect Tessa Bamford as Director For For Management 6 Elect John Daly as Director For For Management 7 Re-elect Gareth Davis as Director For For Management 8 Re-elect Pilar Lopez as Director For For Management 9 Re-elect John Martin as Director For For Management 10 Re-elect Ian Meakins as Director For For Management 11 Re-elect Alan Murray as Director For For Management 12 Re-elect Frank Roach as Director For For Management 13 Elect Darren Shapland as Director For For Management 14 Elect Jacqueline Simmonds as Director For For Management 15 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors 16 Authorise Board to Fix Remuneration of For For Management Auditors 17 Authorise EU Political Donations and For For Management Expenditure 18 Authorise Issue of Equity with For For Management Pre-emptive Rights 19 Authorise Issue of Equity without For For Management Pre-emptive Rights 20 Authorise Market Purchase of Ordinary For For Management Shares -------------------------------------------------------------------------------- WORKSPACE GROUP PLC Ticker: WKP Security ID: G5595E136 Meeting Date: JUL 16, 2014 Meeting Type: Annual Record Date: JUL 14, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Policy For For Management 3 Approve Remuneration Report For For Management 4 Approve Final Dividend For For Management 5 Re-elect Daniel Kitchen as Director For For Management 6 Re-elect Jamie Hopkins as Director For For Management 7 Re-elect Graham Clemett as Director For For Management 8 Re-elect Dr Maria Moloney as Director For For Management 9 Re-elect Chris Girling as Director For For Management 10 Re-elect Damon Russell as Director For For Management 11 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors 12 Authorise Board to Fix Remuneration of For For Management Auditors 13 Authorise Issue of Equity with For For Management Pre-emptive Rights 14 Authorise Issue of Equity without For For Management Pre-emptive Rights 15 Authorise Market Purchase of Ordinary For For Management Shares 16 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- WPP PLC Ticker: WPP Security ID: G9788D103 Meeting Date: JUN 09, 2015 Meeting Type: Annual Record Date: JUN 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3 Approve Remuneration Report For For Management 4 Approve Sustainability Report For For Management 5 Elect Roberto Quarta as Director For For Management 6 Re-elect Roger Agnelli as Director For For Management 7 Re-elect Dr Jacques Aigrain as Director For For Management 8 Re-elect Ruigang Li as Director For For Management 9 Re-elect Paul Richardson as Director For For Management 10 Re-elect Hugo Shong as Director For For Management 11 Re-elect Timothy Shriver as Director For For Management 12 Re-elect Sir Martin Sorrell as Director For For Management 13 Re-elect Sally Susman as Director For For Management 14 Re-elect Solomon Trujillo as Director For For Management 15 Re-elect Sir John Hood as Director For For Management 16 Re-elect Charlene Begley as Director For For Management 17 Re-elect Nicole Seligman as Director For For Management 18 Re-elect Daniela Riccardi as Director For For Management 19 Reappoint Deloitte LLP as Auditors and For For Management Authorise Their Remuneration 20 Authorise Issue of Equity with For For Management Pre-emptive Rights 21 Approve 2015 Share Option Plan For For Management 22 Authorise Market Purchase of Ordinary For For Management Shares 23 Authorise Issue of Equity without For For Management Pre-emptive Rights -------------------------------------------------------------------------------- XINYI GLASS HOLDINGS LTD. Ticker: 00868 Security ID: G9828G108 Meeting Date: JAN 15, 2015 Meeting Type: Special Record Date: JAN 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Adopt Share Option Scheme For Against Management -------------------------------------------------------------------------------- YAHOO JAPAN CORPORATION Ticker: 4689 Security ID: J95402103 Meeting Date: JUN 18, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles to Abolish Board For Against Management Structure with Statutory Auditors - Adopt Board Structure with Audit Committee - Decrease Maximum Board Size - Amend Provisions on Director Titles - Indemnify Directors 2.1 Elect Director Miyasaka, Manabu For For Management 2.2 Elect Director Nikesh Arora For For Management 2.3 Elect Director Son, Masayoshi For For Management 2.4 Elect Director Miyauchi, Ken For For Management 2.5 Elect Director Kenneth Goldman For For Management 2.6 Elect Director Ronald Bell For For Management 3.1 Elect Director and Audit Committee For For Management Member Yoshi, Shingo 3.2 Elect Director and Audit Committee For For Management Member Onitsuka, Hiromi 3.3 Elect Director and Audit Committee For For Management Member Fujiwara, Kazuhiko 4 Approve Aggregate Compensation Ceiling For For Management for Directors Who Are Not Audit Committee Members 5 Approve Aggregate Compensation Ceiling For For Management for Directors Who Are Audit Committee Members -------------------------------------------------------------------------------- YAMAZEN CORP. Ticker: 8051 Security ID: J96744115 Meeting Date: JUN 24, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles to Indemnify Directors For For Management - Indemnify Statutory Auditors 2.1 Elect Director Yoshii, Toru For For Management 2.2 Elect Director Nakata, Meguru For For Management 2.3 Elect Director Yamamoto, Masami For For Management 2.4 Elect Director Kakegawa, Takashi For For Management 2.5 Elect Director Fukuda, Hiroshi For For Management 2.6 Elect Director Sekiya, Nobuo For For Management 2.7 Elect Director Aso, Taichi For For Management 2.8 Elect Director Nagao, Yuji For For Management 2.9 Elect Director Noumi, Toshiyasu For For Management 2.10 Elect Director Sunayama, Shigeru For For Management 2.11 Elect Director Kato, Sachie For For Management 3 Appoint Alternate Statutory Auditor For For Management Tamaki, Eiichi -------------------------------------------------------------------------------- YOOX S.P.A. Ticker: YOOX Security ID: T9846S106 Meeting Date: DEC 19, 2014 Meeting Type: Special Record Date: DEC 10, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles Re: 14 (Board-Related) For For Management -------------------------------------------------------------------------------- YOOX S.P.A. Ticker: YOOX Security ID: T9846S106 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: APR 21, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements, For For Management Statutory Reports, and Allocation of Income 2 Approve Remuneration Report For For Management 3.1 Fix Number of Directors For For Management 3.2 Fix Board Terms for Directors For For Management 3.3.1 Slate 1 Submitted by the Board of For For Management Directors 3.3.2 Slate 2 Submitted by Institutional None Did Not Vote Shareholder Investors (Assogestioni) 3.4 Approve Remuneration of Directors For For Management 4.1.1 Slate 1 Submitted by Kondo S.r.l., None Against Shareholder Ventilo S.r.l., and Sinv Holding S.p.A. 4.1.2 Slate 2 Submitted by Institutional None For Shareholder Investors (Assogestioni) 4.2 Approve Internal Auditors' Remuneration For For Management 5 Authorize Share Repurchase Program and For For Management Reissuance of Repurchased Shares -------------------------------------------------------------------------------- YURTEC CORP. Ticker: 1934 Security ID: J85087104 Meeting Date: JUN 24, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 7 2 Amend Articles to Amend Business Lines For For Management - Indemnify Directors - Indemnify Statutory Auditors 3.1 Elect Director Satake, Tsutomu For Against Management 3.2 Elect Director Ono, Yasuhiko For For Management 3.3 Elect Director Endo, Kazuo For For Management 3.4 Elect Director Shoji, Masahiro For For Management 3.5 Elect Director Ota, Yoshiharu For For Management 3.6 Elect Director Yahagi, Yasuo For Against Management 3.7 Elect Director Maruyama, Minoru For For Management 3.8 Elect Director Watanabe, Yoichi For For Management 3.9 Elect Director Nakayama, Noriyoshi For For Management 3.10 Elect Director Sakamoto, Mitsuhiro For For Management 3.11 Elect Director Mitsui, Seiichi For For Management 4.1 Appoint Statutory Auditor Sakamoto, For Against Management Toshiaki 4.2 Appoint Statutory Auditor Yamamoto, For Against Management Shunji 4.3 Appoint Statutory Auditor Ono, Koichi For For Management 5 Approve Retirement Bonus Payment for For Against Management Directors and Statutory Auditors -------------------------------------------------------------------------------- ZEE ENTERTAINMENT ENTERPRISES LTD. Ticker: 505537 Security ID: Y98893152 Meeting Date: JUL 18, 2014 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Confirm Pro-rata Dividend Paid on For For Management Preference Shares 3 Approve Dividend of INR 2.00 Per For For Management Equity Share 4 Reelect S. Chandra as Director For For Management 5 Approve MGB & Co. as Auditors and For For Management Authorize Board to Fix Their Remuneration 6 Elect S. Sharma as Independent For For Management Non-Executive Director 7 Elect N. Vohra as Independent For For Management Non-Executive Director 8 Elect S. Kumar as Director For For Management 9 Approve Appointment and Remuneration For For Management of S. Kumar as Executive Vice Chairman 10 Elect G. Noon as Independent For For Management Non-Executive Director -------------------------------------------------------------------------------- ZIGGO NV Ticker: ZIGGO Security ID: N9837R105 Meeting Date: AUG 26, 2014 Meeting Type: Special Record Date: JUL 29, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Discuss Public Offer By Liberty Global None None Management Plc 3a Approve Conditional Sale of Company For For Management Assets 3b Approve Conditional Dissolution and For For Management Liquidation of Ziggo NV Following the Asset Sale 3c Conditional Resolution that Ziggo BV For For Management will be Appointed as Custodian of the Books and Records of Ziggo NV 4a Amend Articles Re: Offer on All For For Management Outstanding Shares by Liberty Global 4b Amend Articles Re: Contemplated For For Management Delisting of the Ziggo Shares from Euronext 5 Discussion of Supervisory Board Profile None None Management 6a Announce Vacancies on the Board None None Management 6b Resolve that the General Meeting Shall For For Management Not Make Use of Right to Make Recommendations 6c Announcement of Nomination of Diederik None None Management Karsten, Ritchy Drost, James Ryan, and Huub Willems as Members to the Supervisory Board 6d Elect Diederik Karsten to Supervisory For For Management Board 6e Elect Ritchy Drost to Supervisory Board For For Management 6f Elect James Ryan to Supervisory Board For For Management 6g Elect Huub Willems to Supervisory Board For For Management 7 Accept Resignation and Discharge of For For Management Current Supervisory Board Directors Andrew Sukawaty, David Barker, Joseph Schull, Pamela Boumeester, Dirk-Jan van den Berg, and Anne Willem Kist 8 Announce Intention to Appoint Baptiest None None Management Coopmans as Member of the Executive Board 9 Accept Resignation and Discharge of For For Management Current Management Board Directors Rene Obermann, Paul Hendriks, and Hendrik de Groot 10 Other Business (Non-Voting) None None Management 11 Close Meeting None None Management -------------------------------------------------------------------------------- ZURICH INSURANCE GROUP AG Ticker: ZURN Security ID: H9870Y105 Meeting Date: APR 01, 2015 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1.1 Accept Financial Statements and For For Management Statutory Reports 1.2 Approve Remuneration Report For For Management 2.1 Approve Allocation of Income For For Management 2.2 Approve Dividends of CHF 17.00 per For For Management Share from Capital Contribution Reserves 3 Approve Discharge of Board and Senior For For Management Management 4.1a Reelect Tom de Swaan as Director and For For Management Board Chairman 4.1b Reelect Susan Bies as Director For For Management 4.1c Reelect Alison Carnwath as Director For For Management 4.1d Reelect Rafael del Pino as Director For For Management 4.1e Reelect Thomas Escher as Director For For Management 4.1f Reelect Christoph Franz as Director For For Management 4.1g Reelect Fred Kindle as Director For For Management 4.1h Reelect Monica Maechler as Director For For Management 4.1i Reelect Don Nicolaisen as Director For For Management 4.1j Elect Joan Amble as Director For For Management 4.1.k Elect Kishore Mahbubani as Director For For Management 4.2.1 Appoint Alison Carnwath as Member of For For Management the Compensation Committee 4.2.2 Appoint Tom de Swaan as Member of the For For Management Compensation Committee 4.2.3 Appoint Rafael del Pino as Member of For For Management the Compensation Committee 4.2.4 Appoint Thomas Escher as Member of the For For Management Compensation Committee 4.2.5 Appoint Christoph Franz as Member of For For Management the Compensation Committee 4.3 Designate Andreas Keller as For For Management Independent Proxy 4.4 Ratify PricewaterhouseCoopers as For For Management Auditors 5.1 Approve Maximum Remuneration of Board For For Management of Directors Until 2016 AGM in the Amount of CHF 4.9 Million 5.2 Approve Maximum Remuneration of For For Management Executive Committee for Fiscal 2016 in the Amount of CHF 75.9 Million 6 Amend Articles Re: Commercial For For Management Accounting and Financial Reporting 7 Transact Other Business (Voting) For Against Management =========== Consulting Group Capital Markets Funds - International ============ =========== Fixed Income Investments ============ There is no proxy voting activity for the fund, as the fund did not hold any votable positions during the reporting period. =============== Consulting Group Capital Markets Funds - Large ================ =============== Capitalization Growth Investments ================ ABBVIE INC. Ticker: ABBV Security ID: 00287Y109 Meeting Date: MAY 08, 2015 Meeting Type: Annual Record Date: MAR 11, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Roxanne S. Austin For For Management 1.2 Elect Director Richard A. Gonzalez For For Management 1.3 Elect Director Glenn F. Tilton For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- ACTAVIS PLC Ticker: ACT Security ID: G0083B108 Meeting Date: MAR 10, 2015 Meeting Type: Special Record Date: JAN 22, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with For For Management Acquisition 2 Adjourn Meeting For For Management -------------------------------------------------------------------------------- ACTAVIS PLC Ticker: ACT Security ID: G0083B108 Meeting Date: JUN 05, 2015 Meeting Type: Annual Record Date: APR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Paul M. Bisaro For For Management 1b Elect Director Nesli Basgoz For For Management 1c Elect Director James H. Bloem For For Management 1d Elect Director Christopher W. Bodine For For Management 1e Elect Director Christopher J. Coughlin For For Management 1f Elect Director Michael R. Gallagher For For Management 1g Elect Director Catherine M. Klema For For Management 1h Elect Director Peter J. McDonnell For For Management 1i Elect Director Patrick J. O'Sullivan For For Management 1j Elect Director Brenton L. Saunders For For Management 1k Elect Director Ronald R. Taylor For For Management 1l Elect Director Fred G. Weiss For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 4 Change Company Name from Actavis plc For For Management to Allergan plc 5 Amend Omnibus Stock Plan For For Management 6 Report on Sustainability Against For Shareholder 7 Stock Retention/Holding Period Against For Shareholder -------------------------------------------------------------------------------- ACTAVIS PLC Ticker: ACT Security ID: G0083B108 Meeting Date: JUN 05, 2015 Meeting Type: Annual Record Date: APR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Paul M. Bisaro For For Management 1b Elect Director Nesli Basgoz For For Management 1c Elect Director James H. Bloem For For Management 1d Elect Director Christopher W. Bodine For For Management 1e Elect Director Christopher J. Coughlin For For Management 1f Elect Director Michael R. Gallagher For For Management 1g Elect Director Catherine M. Klema For For Management 1h Elect Director Peter J. McDonnell For For Management 1i Elect Director Patrick J. O'Sullivan For For Management 1j Elect Director Brenton L. Saunders For For Management 1k Elect Director Ronald R. Taylor For For Management 1l Elect Director Fred G. Weiss For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 4 Change Company Name from Actavis plc For For Management to Allergan plc 5 Amend Omnibus Stock Plan For For Management 6 Report on Sustainability Against Against Shareholder 7 Stock Retention/Holding Period Against For Shareholder -------------------------------------------------------------------------------- ADOBE SYSTEMS INCORPORATED Ticker: ADBE Security ID: 00724F101 Meeting Date: APR 09, 2015 Meeting Type: Annual Record Date: FEB 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Amy L. Banse For For Management 1b Elect Director Kelly J. Barlow For For Management 1c Elect Director Edward W. Barnholt For For Management 1d Elect Director Robert K. Burgess For For Management 1e Elect Director Frank A. Calderoni For For Management 1f Elect Director Michael R. Cannon For For Management 1g Elect Director James E. Daley For For Management 1h Elect Director Laura B. Desmond For For Management 1i Elect Director Charles M. Geschke For For Management 1j Elect Director Shantanu Narayen For For Management 1k Elect Director Daniel L. Rosensweig For For Management 1l Elect Director Robert Sedgewick For For Management 1m Elect Director John E. Warnock For For Management 2 Amend Omnibus Stock Plan For Against Management 3 Ratify KPMG LLP as Auditors For For Management 4 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- ADVANCE AUTO PARTS INC Ticker: AAP Security ID: 00751Y106 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 25, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect John F. Bergstrom For For Management 1.2 Elect John C. Brouillard For For Management 1.3 Elect Fiona P. Dias For For Management 1.4 Elect John F. Ferraro For For Management 1.5 Elect Darren R. Jackson For For Management 1.6 Elect Adriana Karaboutis For For Management 1.7 Elect William S. Oglesby For For Management 1.8 Elect J. Paul Raines For For Management 1.9 Elect Gilbert T. Ray For For Management 1.10 Elect Carlos A. Saladrigas For For Management 1.11 Elect O. Temple Sloan, III For For Management 1.12 Elect Jimmie L. Wade For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Ratification of Auditor For For Management 4 Shareholder Proposal Regarding Right Against For Shareholder to Act by Written Consent -------------------------------------------------------------------------------- AFFILIATED MANAGERS GROUP, INC. Ticker: AMG Security ID: 008252108 Meeting Date: JUN 15, 2015 Meeting Type: Annual Record Date: APR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Samuel T. Byrne For For Management 1b Elect Director Dwight D. Churchill For For Management 1c Elect Director Glenn Earle For For Management 1d Elect Director Niall Ferguson For For Management 1e Elect Director Sean M. Healey For For Management 1f Elect Director Tracy P. Palandjian For For Management 1g Elect Director Patrick T. Ryan For For Management 1h Elect Director Jide J. Zeitlin For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Executive Incentive Bonus Plan For For Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- AKAMAI TECHNOLOGIES INC Ticker: AKAM Security ID: 00971T101 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: MAR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect George H. Conrades For For Management 2 Elect Jill A. Greenthal For For Management 3 Elect F. Thomson Leighton For For Management 4 Amendment to the 2013 Stock Incentive For For Management Plan 5 Advisory Vote on Executive Compensation For For Management 6 Ratification of Auditor For For Management -------------------------------------------------------------------------------- AKAMAI TECHNOLOGIES, INC. Ticker: AKAM Security ID: 00971T101 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: MAR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director George Conrades For Against Management 1.2 Elect Director Jill Greenthal For Against Management 1.3 Elect Director F. Thomson Leighton For Against Management 2 Amend Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- ALKERMES PLC Ticker: ALKS Security ID: G01767105 Meeting Date: MAY 27, 2015 Meeting Type: Annual Record Date: MAR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Floyd E. Bloom For For Management 2 Elect Nancy J. Wysenski For For Management 3 Advisory Vote on Executive Compensation For Against Management 4 Change of 2016 annual meeting venue. For For Management 5 Ratification of Auditor For For Management -------------------------------------------------------------------------------- ALLERGAN, INC. Ticker: AGN Security ID: 018490102 Meeting Date: MAR 10, 2015 Meeting Type: Special Record Date: JAN 22, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For For Management 3 Advisory Vote on Golden Parachutes For For Management -------------------------------------------------------------------------------- ALLIANCE DATA SYSTEM Ticker: ADS Security ID: 18581108 Meeting Date: JUN 03, 2015 Meeting Type: Annual Record Date: APR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Bruce K. Anderson For For Management 2 Elect Roger H. Ballou For For Management 3 Elect D. Keith Cobb For For Management 4 Elect E. Linn Draper, Jr. For For Management 5 Elect Edward J. Heffernan For For Management 6 Elect Kenneth R. Jensen For For Management 7 Elect Robert A. Minicucci For For Management 8 Elect Laurie A. Tucker For For Management 9 Advisory vote on executive compensation For For Management 10 2015 Omnibus Incentive Plan For For Management 11 2015 Employee Stock Purchase Plan For For Management -------------------------------------------------------------------------------- ALLIANCE DATA SYSTEM Ticker: ADS Security ID: 18581108 Meeting Date: JUN 03, 2015 Meeting Type: Annual Record Date: APR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 12 Ratification of Auditor For For Management 13 Shareholder Proposal Regarding Proxy Against For Shareholder Access -------------------------------------------------------------------------------- ALLIED WORLD ASSURANCE COMPANY HOLDINGS AG Ticker: AWH Security ID: H01531104 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: MAR 04, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles of Association to For For Management Change Registered Office 2 Amendments to Articles of Association For For Management to Define the Duties of the Compensation Committee 3 Amendments to Articles of Association For For Management Define Compensation Principles 4 Amendments to Articles of Association For For Management to Limit Notice Period and Prohibit Loans 5 Amendments to Articles of Association For For Management to Limit the Number of Outside Board Seats 6 Amendments to Articles of Association For For Management to Provide for Binding Vote on Executive Compensation 7 Elect Barbara T. Alexander For For Management 8 Elect Scott A. Carmilani For For Management 9 Elect James F. Duffy For For Management 10 Elect Bart Friedman For For Management 11 Elect Patrick de Saint-Aignan For For Management 12 Elect Eric S. Schwartz For For Management 13 Elect Samuel J. Weinhoff For For Management 14 Elect Scott A. Carmilani as Chairmam For For Management 15 Election of Barbara T. Alexander For For Management 16 Election of James F. Duffy For For Management 17 Election of Bart Friedman For For Management 18 Election of Patrick de Saint-Aignan For For Management 19 Election of Eric S. Schwartz For For Management 20 Election of Samuel J. Weinhoff For For Management 21 Election of Independent Proxy For For Management 22 Approve 2015 Executive Compensation For For Management under Swiss Law 23 Approve 2015 Compensation for Directors For For Management 24 Advisory Vote on Executive Compensation For For Management 25 2014 Annual Report and Financial For For Management Statements 26 Retention of Disposable Profits For For Management 27 Approval of Dividends Payments For For Management 28 Cancellation of Treasury Shares For For Management 29 Appointment of Independent and For For Management Statutory Auditors 30 Appointment of Special Auditor For For Management 31 Indemnification of Directors/Officers For For Management 32 Transaction of Other Business For Against Management -------------------------------------------------------------------------------- AMAZON.COM, INC. Ticker: AMZN Security ID: 023135106 Meeting Date: JUN 10, 2015 Meeting Type: Annual Record Date: APR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jeffrey P. Bezos For For Management 1b Elect Director Tom A. Alberg For For Management 1c Elect Director John Seely Brown For For Management 1d Elect Director William B. Gordon For For Management 1e Elect Director Jamie S. Gorelick For For Management 1f Elect Director Judith A. McGrath For For Management 1g Elect Director Alain Monie For For Management 1h Elect Director Jonathan J. Rubinstein For For Management 1i Elect Director Thomas O. Ryder For For Management 1j Elect Director Patricia Q. Stonesifer For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Adopt Proxy Access Right Against For Shareholder 4 Report on Political Contributions Against For Shareholder 5 Report on Sustainability, Including Against For Shareholder GHG Goals 6 Report on Human Rights Risk Assessment Against Against Shareholder Process -------------------------------------------------------------------------------- AMERICAN AIRLINES GROUP INC Ticker: AAL Security ID: 02376R102 Meeting Date: JUN 03, 2015 Meeting Type: Annual Record Date: APR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect James F. Albaugh For For Management 2 Elect Jeffrey D. Benjamin For For Management 3 Elect John T. Cahill For For Management 4 Elect Michael J. Embler For For Management 5 Elect Matthew J. Hart For For Management 6 Elect Alberto Ibarguen For For Management 7 Elect Richard C. Kraemer For For Management 8 Elect Denise M. O'Leary For For Management 9 Elect W. Douglas Parker For For Management 10 Elect Ray M. Robinson For For Management 11 Elect Richard P. Schifter For For Management 12 Ratification of Auditor For For Management 13 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- AMETEK, INC. Ticker: AME Security ID: 031100100 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James R. Malone For For Management 1.2 Elect Director Elizabeth R. Varet For For Management 1.3 Elect Director Dennis K. Williams For For Management 2 Provide Right to Call Special Meeting For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- AMPHENOL CORP. Ticker: APH Security ID: 32095101 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Ronald P. Badie For For Management 2 Elect Stanley L. Clark For For Management 3 Elect David P. Falck For For Management 4 Elect Edward G. Jepsen For For Management 5 Elect Randall D. Ledford For For Management 6 Elect Andrew E. Lietz For For Management 7 Elect Martin H. Loeffler For For Management 8 Elect John R. Lord For For Management 9 Elect R. Adam Norwitt For For Management 10 Ratification of Auditor For For Management 11 Advisory Vote on Executive Compensation For For Management 12 Increase of Authorized Common Stock For For Management -------------------------------------------------------------------------------- AON PLC Ticker: AON Security ID: G0408V102 Meeting Date: JUN 17, 2015 Meeting Type: Annual Record Date: APR 22, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Lester B. Knight For For Management 2 Elect Gregory C. Case For For Management 3 Elect Fulvio Conti For For Management 4 Elect Cheryl A. Francis For For Management 5 Elect James W. Leng For For Management 6 Elect J. Michael Losh For For Management 7 Elect Robert S. Morrison For For Management 8 Elect Richard B. Myers For For Management 9 Elect Richard C. Notebaert For For Management 10 Elect Gloria Santona For For Management 11 Elect Carolyn Y. Woo For For Management 12 Accounts and Reports For For Management 13 Ratification of Auditor For For Management 14 Ratification of Statutory Auditor For For Management 15 Authority to Set Auditor's Fees For For Management 16 Advisory Vote on Executive Compensation For For Management 17 Remuneration Report (Advisory) For For Management 18 Approval of Share Repurchase Contracts For For Management and Repurchase Counterparties 19 Authority to Issue Shares w/ For For Management Preemptive Rights 20 Authority to Issue Shares w/o For For Management Preemptive Rights 21 Authorization of Political Donations For For Management and Expenditures -------------------------------------------------------------------------------- APPLE INC. Ticker: AAPL Security ID: 037833100 Meeting Date: MAR 10, 2015 Meeting Type: Annual Record Date: JAN 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Tim Cook For For Management 1.2 Elect Director Al Gore For For Management 1.3 Elect Director Bob Iger For For Management 1.4 Elect Director Andrea Jung For For Management 1.5 Elect Director Art Levinson For For Management 1.6 Elect Director Ron Sugar For For Management 1.7 Elect Director Sue Wagner For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Qualified Employee Stock For For Management Purchase Plan 5 Report on Risks Associated with Repeal Against Against Shareholder of Climate Change Policies 6 Adopt Proxy Access Right Against Against Shareholder -------------------------------------------------------------------------------- APPLE INC. Ticker: AAPL Security ID: 037833100 Meeting Date: MAR 10, 2015 Meeting Type: Annual Record Date: JAN 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Tim Cook For For Management 1.2 Elect Director Al Gore For For Management 1.3 Elect Director Bob Iger For For Management 1.4 Elect Director Andrea Jung For For Management 1.5 Elect Director Art Levinson For For Management 1.6 Elect Director Ron Sugar For For Management 1.7 Elect Director Sue Wagner For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Approve Qualified Employee Stock For For Management Purchase Plan 5 Report on Risks Associated with Repeal Against Against Shareholder of Climate Change Policies 6 Adopt Proxy Access Right Against For Shareholder -------------------------------------------------------------------------------- ARM HOLDINGS PLC Ticker: ARM Security ID: 042068106 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: MAR 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3 Approve Remuneration Report For Against Management 4 Elect John Liu as Director For For Management 5 Re-elect Stuart Chambers as Director For For Management 6 Re-elect Simon Segars as Director For For Management 7 Re-elect Andy Green as Director For For Management 8 Re-elect Larry Hirst as Director For For Management 9 Re-elect Mike Muller as Director For For Management 10 Re-elect Kathleen O'Donovan as Director For For Management 11 Re-elect Janice Roberts as Director For For Management 12 Re-elect Tim Score as Director For For Management 13 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors 14 Authorise Board to Fix Remuneration of For For Management Auditors 15 Authorise Issue of Equity with For For Management Pre-emptive Rights 16 Authorise Issue of Equity without For For Management Pre-emptive Rights 17 Authorise Market Purchase of Ordinary For For Management Shares 18 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- AVAGO TECHNOLOGIES LIMITED Ticker: AVGO Security ID: Y0486S104 Meeting Date: APR 08, 2015 Meeting Type: Annual Record Date: FEB 11, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Hock E. Tan For For Management 2 Elect John T. Dickson For For Management 3 Elect James V. Diller, Sr. For For Management 4 Elect Lewis C. Eggebrecht For For Management 5 Elect Bruno Guilmart For For Management 6 Elect Kenneth Y. Hao For For Management 7 Elect Justine Lien For For Management 8 Elect Donald Macleod For Against Management 9 Elect Peter J. Marks For For Management 10 Appointment of Auditor and Authority For For Management to Set Fees 11 Authority to Issue Shares w/o For For Management Preemptive Rights 12 Authority to Repurchase Shares For For Management 13 Directors' Fees For For Management -------------------------------------------------------------------------------- B/E AEROSPACE INC Ticker: BEAV Security ID: 73302101 Meeting Date: SEP 10, 2014 Meeting Type: Annual Record Date: AUG 01, 2014 # Proposal Mgt Rec Vote Cast Sponsor 2 Advisory Vote on Executive Compensation For Against Management 3 Ratification of Auditor For For Management -------------------------------------------------------------------------------- B/E AEROSPACE INC Ticker: BEAV Security ID: 73302101 Meeting Date: SEP 10, 2014 Meeting Type: Annual Record Date: AUG 01, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Amin J. Khoury For For Management 1.2 Elect Jonathan M. Schofield For Withhold Management -------------------------------------------------------------------------------- BIOGEN INC. Ticker: BIIB Security ID: 09062X103 Meeting Date: JUN 10, 2015 Meeting Type: Annual Record Date: APR 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alexander J. Denner For For Management 1.2 Elect Director Caroline D. Dorsa For For Management 1.3 Elect Director Nancy L. Leaming For For Management 1.4 Elect Director Richard C. Mulligan For For Management 1.5 Elect Director Robert W. Pangia For For Management 1.6 Elect Director Stelios Papadopoulos For For Management 1.7 Elect Director Brian S. Posner For For Management 1.8 Elect Director Eric K. Rowinsky For For Management 1.9 Elect Director George A. Scangos For For Management 1.10 Elect Director Lynn Schenk For For Management 1.11 Elect Director Stephen A. Sherwin For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Qualified Employee Stock For For Management Purchase Plan 5 Amend Non-Employee Director Omnibus For For Management Stock Plan -------------------------------------------------------------------------------- BIOMARIN PHARMACEUTICAL INC. Ticker: BMRN Security ID: 09061G101 Meeting Date: JUN 09, 2015 Meeting Type: Annual Record Date: APR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Jean-Jacques Bienaime For For Management 1.2 Elect Michael Grey For For Management 1.3 Elect Elaine J. Heron For For Management 1.4 Elect Pierre Lapalme For For Management 1.5 Elect V. Bryan Lawlis, Jr. For For Management 1.6 Elect Richard A. Meier For For Management 1.7 Elect Alan J. Lewis For For Management 1.8 Elect William D. Young For For Management 1.9 Elect Kenneth M. Bate For For Management 1.10 Elect Dennis J. Slamon For For Management 2 Amendment to the 2006 Share Incentive For For Management Plan 3 Advisory Vote on Executive Compensation For For Management 4 Ratification of Auditor For For Management 5 Shareholder Proposal Regarding Against For Shareholder Sustainability Report -------------------------------------------------------------------------------- BRIGHT HORIZONS FAMILY SOLUTIONS, INC. Ticker: BFAM Security ID: 109194100 Meeting Date: MAY 11, 2015 Meeting Type: Annual Record Date: MAR 25, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect E. Townes Duncan For Withhold Management 1.2 Elect Jordan Hitch For For Management 1.3 Elect Linda A. Mason For For Management 1.4 Elect Mary Ann Tocio For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Frequency of Advisory Vote on 1 Year 1 Year Management Executive Compensation 4 Ratification of Auditor For For Management -------------------------------------------------------------------------------- BRUNSWICK CORP. Ticker: BC Security ID: 117043109 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAR 03, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Manuel A. Fernandez For For Management 2 Elect Mark D. Schwabero For For Management 3 Elect David V. Singer For For Management 4 Elect Jane L. Warner For For Management 5 Elect J. Steven Whisler For For Management 6 Advisory Vote on Executive Compensation For For Management 7 Ratification of Auditor For For Management -------------------------------------------------------------------------------- CABOT OIL & GAS CORP. Ticker: COG Security ID: 127097103 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: MAR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Rhys J. Best For For Management 2 Elect Dan O. Dinges For For Management 3 Elect James R. Gibbs For For Management 4 Elect Robert L. Keiser For For Management 5 Elect Robert Kelley For For Management 6 Elect W. Matt Ralls For For Management 7 Ratification of Auditor For For Management 8 Advisory Vote on Executive Compensation For For Management 9 Shareholder Proposal Regarding Against For Shareholder Political Contributions and Expenditures Report 10 Shareholder Proposal Regarding Proxy Against For Shareholder Access -------------------------------------------------------------------------------- CADENCE DESIGN SYSTEMS, INC. Ticker: CDNS Security ID: 127387108 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Mark W. Adams For For Management 2 Elect Susan L. Bostrom For For Management 3 Elect James D. Plummer For For Management 4 Elect Alberto Sangiovanni-Vincentelli For For Management 5 Elect George M. Scalise For For Management 6 Elect John B. Shoven For For Management 7 Elect Roger S. Siboni For For Management 8 Elect Young K. Sohn For For Management 9 Elect Lip-Bu Tan For For Management 10 Amendment to the Omnibus Equity For For Management Incentive Plan 11 Advisory Vote on Executive Compensation For For Management 12 Ratification of Auditor For For Management -------------------------------------------------------------------------------- CARDINAL HEALTH, INC. Ticker: CAH Security ID: 14149Y108 Meeting Date: NOV 05, 2014 Meeting Type: Annual Record Date: SEP 10, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David J. Anderson For For Management 1.2 Elect Director Colleen F. Arnold For For Management 1.3 Elect Director George S. Barrett For For Management 1.4 Elect Director Carrie S. Cox For For Management 1.5 Elect Director Calvin Darden For For Management 1.6 Elect Director Bruce L. Downey For For Management 1.7 Elect Director Patricia A. Hemingway For For Management Hall 1.8 Elect Director Clayton M. Jones For For Management 1.9 Elect Director Gregory B. Kenny For For Management 1.10 Elect Director David P. King For For Management 1.11 Elect Director Richard C. Notebaert For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Executive Incentive Bonus Plan For For Management 5 Report on Political Contributions Against Against Shareholder -------------------------------------------------------------------------------- CARRIZO OIL & GAS, INC. Ticker: CRZO Security ID: 144577103 Meeting Date: MAY 19, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Sylvester P. Johnson IV For For Management 1.2 Elect Steven A. Webster For Withhold Management 1.3 Elect Thomas L. Carter, Jr. For For Management 1.4 Elect Robert F. Fulton For For Management 1.5 Elect F. Gardner Parker For For Management 1.6 Elect Roger A. Ramsey For For Management 1.7 Elect Frank A. Wojtek For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Ratification of Auditor For For Management -------------------------------------------------------------------------------- CATERPILLAR INC. Ticker: CAT Security ID: 149123101 Meeting Date: JUN 10, 2015 Meeting Type: Annual Record Date: APR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David L. Calhoun For For Management 1.2 Elect Director Daniel M. Dickinson For For Management 1.3 Elect Director Juan Gallardo For For Management 1.4 Elect Director Jesse J. Greene, Jr. For For Management 1.5 Elect Director Jon M. Huntsman, Jr. For For Management 1.6 Elect Director Dennis A. Muilenburg For For Management 1.7 Elect Director Douglas R. Oberhelman For For Management 1.8 Elect Director William A. Osborn For For Management 1.9 Elect Director Debra L. Reed For For Management 1.10 Elect Director Edward B. Rust, Jr. For For Management 1.11 Elect Director Susan C. Schwab For For Management 1.12 Elect Director Miles D. White For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Require Independent Board Chairman Against Against Shareholder 5 Provide Right to Act by Written Consent Against For Shareholder 6 Review and Amend Human Rights Policies Against For Shareholder 7 Amend Policies to Allow Employees to Against Against Shareholder Participate in Political Process with No Retribution -------------------------------------------------------------------------------- CEB INC Ticker: CEB Security ID: 21988R102 Meeting Date: JUN 15, 2015 Meeting Type: Annual Record Date: APR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Thomas L. Monahan III For For Management 1.2 Elect Gregor S. Bailar For For Management 1.3 Elect Stephen M. Carter For For Management 1.4 Elect Gordon J. Coburn For For Management 1.5 Elect L. Kevin Cox For For Management 1.6 Elect Daniel O. Leemon For For Management 1.7 Elect Stacey S. Rauch For For Management 1.8 Elect Jeffrey R. Tarr For For Management 2 Ratification of Auditor For For Management 3 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- CELGENE CORPORATION Ticker: CELG Security ID: 151020104 Meeting Date: JUN 17, 2015 Meeting Type: Annual Record Date: APR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert J. Hugin For For Management 1.2 Elect Director Richard W. Barker For For Management 1.3 Elect Director Michael W. Bonney For For Management 1.4 Elect Director Michael D. Casey For For Management 1.5 Elect Director Carrie S. Cox For For Management 1.6 Elect Director Michael A. Friedman For For Management 1.7 Elect Director Gilla Kaplan For For Management 1.8 Elect Director James J. Loughlin For For Management 1.9 Elect Director Ernest Mario For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Report on Specialty Drug Pricing Risks Against Against Shareholder -------------------------------------------------------------------------------- CELGENE CORPORATION Ticker: CELG Security ID: 151020104 Meeting Date: JUN 17, 2015 Meeting Type: Annual Record Date: APR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert J. Hugin For For Management 1.2 Elect Director Richard W. Barker For For Management 1.3 Elect Director Michael W. Bonney For For Management 1.4 Elect Director Michael D. Casey For For Management 1.5 Elect Director Carrie S. Cox For For Management 1.6 Elect Director Michael A. Friedman For For Management 1.7 Elect Director Gilla Kaplan For For Management 1.8 Elect Director James J. Loughlin For For Management 1.9 Elect Director Ernest Mario For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Amend Omnibus Stock Plan For Against Management 4 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 5 Report on Specialty Drug Pricing Risks Against Against Shareholder -------------------------------------------------------------------------------- CENTENE CORP. Ticker: CNC Security ID: 15135B101 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Robert K. Ditmore For For Management 1.2 Elect Frederick H. Eppinger For For Management 1.3 Elect David L. Steward For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Ratification of Auditor For For Management 4 Approval of Exclusive Forum Bylaw For Against Management -------------------------------------------------------------------------------- CERNER CORP. Ticker: CERN Security ID: 156782104 Meeting Date: MAY 22, 2015 Meeting Type: Annual Record Date: MAR 25, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Mitchell E. Daniels, Jr. For For Management 2 Elect Clifford W. Illig For For Management 3 Elect William B. Neaves For For Management 4 Ratification of Auditor For For Management 5 Advisory Vote on Executive Compensation For For Management 6 Amendment to the Performance-Based For For Management Compensation Plan 7 Amendment to the 2011 Omnibus Equity For For Management Incentive Plan -------------------------------------------------------------------------------- CF INDUSTRIES HOLDINGS INC Ticker: CF Security ID: 125269100 Meeting Date: MAY 15, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 3 Elect Stephen A. Furbacher For For Management 4 Elect Stephen J. Hagge For For Management 5 Elect John D. Johnson For For Management 6 Elect Robert G. Kuhbach For For Management 7 Elect Edward A. Schmitt For For Management 8 Elect Theresa E Wagler For For Management 9 Elect W. Anthony Will For For Management 10 Advisory Vote on Executive Compensation For For Management 11 Ratification of Auditor For For Management 12 Shareholder Proposal Regarding Proxy Against For Shareholder Access 13 Shareholder Proposal Regarding Right Against For Shareholder to Act by Written Consent -------------------------------------------------------------------------------- CF INDUSTRIES HOLDINGS INC Ticker: CF Security ID: 125269100 Meeting Date: MAY 15, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Robert C. Arzbaecher For For Management 2 Elect William Davisson For For Management -------------------------------------------------------------------------------- CHIPOTLE MEXICAN GRILL Ticker: CMG Security ID: 169656105 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect John S. Charlesworth For For Management -------------------------------------------------------------------------------- CHIPOTLE MEXICAN GRILL Ticker: CMG Security ID: 169656105 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.2 Elect Kimbal Musk For For Management 1.3 Elect Montgomery F. Moran For For Management 1.4 Elect Patrick J. Flynn For For Management 1.5 Elect Steve Ells For For Management 1.6 Elect Stephen E. Gillett For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Ratification of Auditor For For Management 4 Amendment to the 2011 Stock Incentive For For Management Plan 5 Adoption of Majority Vote for Election For For Management of Directors 6 Elimination of Supermajority For For Management Requirements 7 Amend Bylaws to Provide for Proxy For Against Management Access 8 Shareholder Proposal Regarding Proxy Against For Shareholder Access 9 Shareholder Proposal Regarding Against Against Shareholder Shareholder Approval of Specific Performance Metrics in Equity Compensation Plans 10 Shareholder Proposal Regarding Against Against Shareholder Retention of Shares Until Retirement 11 Shareholder Proposal Regarding Against Against Shareholder Compensation in the Event of a Change in Control 12 Shareholder Proposal Regarding Against Against Shareholder Sustainability Report -------------------------------------------------------------------------------- CHIPOTLE MEXICAN GRILL, INC. Ticker: CMG Security ID: 169656105 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John S. Charlesworth For For Management 1.2 Elect Director Kimbal Musk For For Management 1.3 Elect Director Montgomery F. (Monty) For For Management Moran 1.4 Elect Director Patrick J. Flynn For For Management 1.5 Elect Director Steve Ells For For Management 1.6 Elect Director Stephen Gillett For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Amend Omnibus Stock Plan For For Management 5 Adopt Majority Voting for Uncontested For For Management Election of Directors 6 Eliminate Supermajority Vote For For Management Requirement 7 Provide Proxy Access Right For Against Management 8 Adopt Proxy Access Right Against For Shareholder 9 Require Shareholder Approval of Against Against Shareholder Specific Performance Metrics in Equity Compensation Plans 10 Stock Retention/Holding Period Against For Shareholder 11 Pro-rata Vesting of Equity Awards Against For Shareholder 12 Report on Sustainability, Including Against For Shareholder Quantitative Goals -------------------------------------------------------------------------------- CITIGROUP INC. Ticker: C Security ID: 172967424 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Michael L. Corbat For For Management 1b Elect Director Duncan P. Hennes For For Management 1c Elect Director Peter B. Henry For For Management 1d Elect Director Franz B. Humer For For Management 1e Elect Director Michael E. O'Neill For For Management 1f Elect Director Gary M. Reiner For For Management 1g Elect Director Judith Rodin For For Management 1h Elect Director Anthony M. Santomero For For Management 1i Elect Director Joan E. Spero For For Management 1j Elect Director Diana L. Taylor For For Management 1k Elect Director William S. Thompson, Jr. For For Management 1l Elect Director James S. Turley For For Management 1m Elect Director Ernesto Zedillo Ponce For For Management de Leon 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management 5 Adopt Proxy Access Right For For Shareholder 6 Report on Lobbying Payments and Policy Against For Shareholder 7 Claw-back of Payments under Against Against Shareholder Restatements 8 Limits for Directors Involved with Against Against Shareholder Bankruptcy 9 Report on Certain Vesting Program Against For Shareholder -------------------------------------------------------------------------------- COGENT COMMUNICATIONS GROUP INC Ticker: COI Security ID: 19239V302 Meeting Date: APR 16, 2015 Meeting Type: Annual Record Date: FEB 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Dave Schaeffer For For Management 1.2 Elect Steven D. Brooks For For Management 1.3 Elect Timothy Weingarten For For Management 1.4 Elect Richard T. Liebhaber For For Management 1.5 Elect D. Blake Bath For For Management 1.6 Elect Marc Montagner For For Management 2 Ratification of Auditor For For Management 3 Adoption of Exclusive Forum Provision For For Management 4 Amendment to Articles Regarding For For Management Litigation Costs 5 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- COMCAST CORPORATION Ticker: CMCSA Security ID: 20030N101 Meeting Date: OCT 08, 2014 Meeting Type: Special Record Date: AUG 18, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with For For Management Acquisition 2 Adjourn Meeting For For Management -------------------------------------------------------------------------------- COMCAST CORPORATION Ticker: CMCSA Security ID: 20030N101 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kenneth J. Bacon For For Management 1.2 Elect Director Sheldon M. Bonovitz For For Management 1.3 Elect Director Edward D. Breen For For Management 1.4 Elect Director Joseph J. Collins For For Management 1.5 Elect Director J. Michael Cook For For Management 1.6 Elect Director Gerald L. Hassell For For Management 1.7 Elect Director Jeffrey A. Honickman For For Management 1.8 Elect Director Eduardo G. Mestre For For Management 1.9 Elect Director Brian L. Roberts For For Management 1.10 Elect Director Ralph J. Roberts For For Management 1.11 Elect Director Johnathan A. Rodgers For For Management 1.12 Elect Director Judith Rodin For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Amend Executive Incentive Bonus Plan For For Management 4 Report on Lobbying Payments and Policy Against For Shareholder 5 Pro-rata Vesting of Equity Awards Against For Shareholder 6 Approve Recapitalization Plan for all Against For Shareholder Stock to Have One-vote per Share -------------------------------------------------------------------------------- CONSTELLATION BRANDS, INC. Ticker: STZ Security ID: 21036P108 Meeting Date: JUL 23, 2014 Meeting Type: Annual Record Date: MAY 27, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jerry Fowden For For Management 1.2 Elect Director Barry A. Fromberg For For Management 1.3 Elect Director Robert L. Hanson For For Management 1.4 Elect Director Jeananne K. Hauswald For For Management 1.5 Elect Director James A. Locke, III For Withhold Management 1.6 Elect Director Richard Sands For For Management 1.7 Elect Director Robert Sands For For Management 1.8 Elect Director Judy A. Schmeling For For Management 1.9 Elect Director Keith E. Wandell For For Management 1.10 Elect Director Mark Zupan For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CONTINENTAL RESOURCES INC (OKLA) Ticker: CLR Security ID: 212015101 Meeting Date: MAY 19, 2015 Meeting Type: Annual Record Date: MAR 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Ellis L. ("Lon") McCain For For Management 1.2 Elect Mark E. Monroe For For Management 2 Increase of Authorized Common Stock For Against Management 3 Ratification of Auditor For For Management 4 Shareholder Proposal Regarding Against For Shareholder Independent Board Chairman -------------------------------------------------------------------------------- COOPER COMPANIES, INC. Ticker: COO Security ID: 216648402 Meeting Date: MAR 16, 2015 Meeting Type: Annual Record Date: JAN 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect A.Thomas Bender For For Management 2 Elect Michael H. Kalkstein For For Management 3 Elect Jody S. Lindell For For Management 4 Elect Gary S. Petersmeyer For For Management 5 Elect Steven Rosenberg For For Management 6 Elect Allan E. Rubenstein For For Management 7 Elect Robert S. Weiss For For Management 8 Elect Stanley Zinberg For For Management 9 Ratification of Auditor For For Management 10 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- COPART, INC. Ticker: CPRT Security ID: 217204106 Meeting Date: DEC 03, 2014 Meeting Type: Annual Record Date: OCT 06, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Willis J. Johnson For For Management 1.2 Elect A. Jayson Adair For For Management 1.3 Elect Matt Blunt For For Management 1.4 Elect Steven D. Cohan For For Management 1.5 Elect Daniel J. Englander For Withhold Management 1.6 Elect James E. Meeks For Withhold Management 1.7 Elect Vincent W. Mitz For Withhold Management 1.8 Elect Thomas N. Tryforos For For Management 2 2014 Employee Stock Purchase Plan For For Management 3 Advisory Vote on Executive Compensation For For Management 4 Ratification of Auditor For For Management -------------------------------------------------------------------------------- COSTCO WHOLESALE CORPORATION Ticker: COST Security ID: 22160K105 Meeting Date: JAN 29, 2015 Meeting Type: Annual Record Date: NOV 20, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey H. Brotman For Withhold Management 1.2 Elect Director Daniel J. Evans For Withhold Management 1.3 Elect Director Richard A. Galanti For Withhold Management 1.4 Elect Director Jeffrey S. Raikes For Withhold Management 1.5 Elect Director James D. Sinegal For Withhold Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For Against Management 5a Eliminate Supermajority Vote For For Management Requirement for Removal of Directors 5b Reduce Supermajority Vote Requirement For For Management to Amend Article Eight Governing Director Removal 6 Establish Tenure Limit for Directors Against Against Shareholder -------------------------------------------------------------------------------- CROWN CASTLE INTERNATIONAL CORP. Ticker: CCI Security ID: 228227104 Meeting Date: NOV 19, 2014 Meeting Type: Special Record Date: OCT 06, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For For Management -------------------------------------------------------------------------------- CROWN CASTLE INTERNATIONAL CORP. Ticker: CCI Security ID: 22822V101 Meeting Date: MAY 29, 2015 Meeting Type: Annual Record Date: MAR 30, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director P. Robert Bartolo For For Management 1b Elect Director Cindy Christy For For Management 1c Elect Director Ari Q. Fitzgerald For For Management 1d Elect Director Robert E. Garrison, II For For Management 1e Elect Director Dale N. Hatfield For For Management 1f Elect Director Lee W. Hogan For For Management 1g Elect Director John P. Kelly For For Management 1h Elect Director Robert F. McKenzie For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- CSX CORPORATION Ticker: CSX Security ID: 126408103 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Donna M. Alvarado For For Management 1b Elect Director John B. Breaux For For Management 1c Elect Director Pamela L. Carter For For Management 1d Elect Director Steven T. Halverson For For Management 1e Elect Director Edward J. Kelly, III For For Management 1f Elect Director John D. McPherson For For Management 1g Elect Director David M. Moffett For For Management 1h Elect Director Oscar Munoz For For Management 1i Elect Director Timothy T. O'Toole For For Management 1j Elect Director David M. Ratcliffe For For Management 1k Elect Director Donald J. Shepard For For Management 1l Elect Director Michael J. Ward For For Management 1m Elect Director J. Steven Whisler For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- CYTEC INDUSTRIES, INC. Ticker: CYT Security ID: 232820100 Meeting Date: APR 16, 2015 Meeting Type: Annual Record Date: FEB 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect David P Hess For For Management 2 Elect Barry C. Johnson For For Management 3 Elect Carol P. Lowe For For Management 4 Elect Thomas W. Rabaut For For Management 5 Ratification of Auditor For For Management 6 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- DANAHER CORPORATION Ticker: DHR Security ID: 235851102 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Donald J. Ehrlich For For Management 1.2 Elect Director Linda Hefner Filler For For Management 1.3 Elect Director Thomas P. Joyce, Jr. For For Management 1.4 Elect Director Teri List-Stoll For For Management 1.5 Elect Director Walter G. Lohr, Jr. For For Management 1.6 Elect Director Mitchell P. Rales For For Management 1.7 Elect Director Steven M. Rales For For Management 1.8 Elect Director John T. Schwieters For For Management 1.9 Elect Director Alan G. Spoon For For Management 1.10 Elect Director Elias A. Zerhouni For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Report on Political Contributions Against For Shareholder -------------------------------------------------------------------------------- DELPHI AUTOMOTIVE PLC Ticker: DLPH Security ID: G27823106 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: FEB 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Kevin P. Clark as a Director For For Management 1.2 Re-elect Gary L. Cowger as a Director For For Management 1.3 Re-elect Nicholas M. Donofrio as a For For Management Director 1.4 Re-elect Mark P. Frissora as a Director For For Management 1.5 Re-elect Rajiv L. Gupta as a Director For For Management 1.6 Re-elect J. Randall MacDonald as a For For Management Director 1.7 Re-elect Sean O. Mahoney as a Director For For Management 1.8 Elect Timothy M. Manganello as a For For Management Director 1.9 Re-elect Thomas W. Sidlik as a Director For For Management 1.10 Re-elect Bernd Wiedemann as a Director For For Management 1.11 Re-elect Lawrence A. Zimmerman as a For For Management Director 12 Ratify Ernst & Young LLP as Auditors For For Management and Authorize Board to Fix Their Remuneration 13 Amend Omnibus Stock Plan For Against Management 14 Approve Executive Incentive Bonus Plan For For Management 15 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- DELPHI AUTOMOTIVE PLC Ticker: DLPH Security ID: G27823106 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: FEB 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Kevin P. Clark as a Director For For Management 1.2 Re-elect Gary L. Cowger as a Director For For Management 1.3 Re-elect Nicholas M. Donofrio as a For For Management Director 1.4 Re-elect Mark P. Frissora as a Director For For Management 1.5 Re-elect Rajiv L. Gupta as a Director For For Management 1.6 Re-elect J. Randall MacDonald as a For For Management Director 1.7 Re-elect Sean O. Mahoney as a Director For For Management 1.8 Elect Timothy M. Manganello as a For For Management Director 1.9 Re-elect Thomas W. Sidlik as a Director For For Management 1.10 Re-elect Bernd Wiedemann as a Director For For Management 1.11 Re-elect Lawrence A. Zimmerman as a For For Management Director 12 Ratify Ernst & Young LLP as Auditors For For Management and Authorize Board to Fix Their Remuneration 13 Amend Omnibus Stock Plan For For Management 14 Approve Executive Incentive Bonus Plan For For Management 15 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- DELTA AIR LINES, INC. Ticker: DAL Security ID: 247361702 Meeting Date: JUN 25, 2015 Meeting Type: Annual Record Date: MAY 01, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Richard H. Anderson For For Management 1b Elect Director Edward H. Bastian For For Management 1c Elect Director Francis S. Blake For For Management 1d Elect Director Roy J. Bostock For For Management 1e Elect Director John S. Brinzo For For Management 1f Elect Director Daniel A. Carp For For Management 1g Elect Director David G. DeWalt For For Management 1h Elect Director Thomas E. Donilon For For Management 1i Elect Director William H. Easter, III For For Management 1j Elect Director Mickey P. Foret For For Management 1k Elect Director Shirley C. Franklin For For Management 1l Elect Director David R. Goode For For Management 1m Elect Director George N. Mattson For For Management 1n Elect Director Douglas R. Ralph For For Management 1o Elect Director Sergio A.L. Rial For For Management 1p Elect Director Kenneth B. Woodrow For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Adopt Share Retention Policy For Against For Shareholder Senior Executives -------------------------------------------------------------------------------- DISCOVER FINANCIAL SERVICES Ticker: DFS Security ID: 254709108 Meeting Date: APR 29, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey S. Aronin For For Management 1.2 Elect Director Mary K. Bush For For Management 1.3 Elect Director Gregory C. Case For For Management 1.4 Elect Director Candace H. Duncan For For Management 1.5 Elect Director Cynthia A. Glassman For For Management 1.6 Elect Director Richard H. Lenny For For Management 1.7 Elect Director Thomas G. Maheras For For Management 1.8 Elect Director Michael H. Moskow For For Management 1.9 Elect Director David W. Nelms For For Management 1.10 Elect Director Mark A. Thierer For For Management 1.11 Elect Director Lawrence A. Weinbach For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- DISCOVERY COMMUNICATIONS, INC. Ticker: DISCA Security ID: 25470F104 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 26, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert R. Beck For For Management 1.2 Elect Director J. David Wargo For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Amend Non-Employee Director Omnibus For For Management Stock Plan 4 Report on Plans to Increase Board Against Against Shareholder Diversity -------------------------------------------------------------------------------- DOLLAR TREE, INC. Ticker: DLTR Security ID: 256746108 Meeting Date: JUN 18, 2015 Meeting Type: Annual Record Date: APR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Arnold S. Barron For For Management 1.2 Elect Director Macon F. Brock, Jr. For For Management 1.3 Elect Director Mary Anne Citrino For For Management 1.4 Elect Director H. Ray Compton For For Management 1.5 Elect Director Conrad M. Hall For For Management 1.6 Elect Director Lemuel E. Lewis For For Management 1.7 Elect Director J. Douglas Perry For For Management 1.8 Elect Director Bob Sasser For For Management 1.9 Elect Director Thomas A. Saunders, III For For Management 1.10 Elect Director Thomas E. Whiddon For For Management 1.11 Elect Director Carl P. Zeithaml For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management 4 Approve Qualified Employee Stock For For Management Purchase Plan -------------------------------------------------------------------------------- DSW INC Ticker: DSW Security ID: 23334L102 Meeting Date: JUN 10, 2015 Meeting Type: Annual Record Date: APR 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Jay L. Schottenstein For For Management 1.2 Elect Michael R. MacDonald For For Management 2 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- DUNKIN BRANDS GROUP INC Ticker: DNKN Security ID: 265504100 Meeting Date: MAY 12, 2015 Meeting Type: Annual Record Date: MAR 18, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Sandra Horbach For For Management 1.2 Elect Mark Nunnelly For For Management 1.3 Elect Carl Sparks For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Ratification of Auditor For For Management 4 2015 Omnibus Long-Term Incentive Plan For For Management 5 2015 Employee Stock Purchase Plan For For Management 6 Shareholder Proposal Regarding Against Against Shareholder Cage-Free Eggs -------------------------------------------------------------------------------- E TRADE FINANCIAL CORP. Ticker: ETFC Security ID: 269246401 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Richard J. Carbone For For Management 2 Elect James P. Healy For For Management 3 Elect Paul T. Idzik For For Management 4 Elect Frederick W. Kanner For For Management 5 Elect James Lam For For Management 6 Elect Rodger A. Lawson For For Management 7 Elect Shelley B. Leibowitz For For Management 8 Elect Rebecca Saeger For For Management 9 Elect Joseph L. Sclafani For For Management 10 Elect Gary H. Stern For For Management 11 Elect Donna L. Weaver For Against Management 12 Approval of the 2015 Omnibus Incentive For For Management Plan 13 Advisory Vote on Executive Compensation For For Management 14 Ratification of Auditor For For Management -------------------------------------------------------------------------------- EAGLE MATERIALS INC. Ticker: EXP Security ID: 26969P108 Meeting Date: AUG 07, 2014 Meeting Type: Annual Record Date: JUN 09, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Laurence E. Hirsch For For Management 2 Elect Michael R. Nicolais For For Management 3 Elect Richard R. Stewart For For Management 4 Advisory Vote on Executive Compensation For For Management 5 Ratification of Auditor For For Management -------------------------------------------------------------------------------- EBAY INC. Ticker: EBAY Security ID: 278642103 Meeting Date: MAY 01, 2015 Meeting Type: Annual Record Date: MAR 18, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Fred D. Anderson For For Management 1b Elect Director Anthony J. Bates For For Management 1c Elect Director Edward W. Barnholt For For Management 1d Elect Director Jonathan Christodoro For For Management 1e Elect Director Scott D. Cook For For Management 1f Elect Director John J. Donahoe For For Management 1g Elect Director David W. Dorman For For Management 1h Elect Director Bonnie S. Hammer For For Management 1i Elect Director Gail J. McGovern For For Management 1j Elect Director Kathleen C. Mitic For For Management 1k Elect Director David M. Moffett For For Management 1l Elect Director Pierre M. Omidyar For For Management 1m Elect Director Thomas J. Tierney For For Management 1n Elect Director Perry M. Traquina For For Management 1o Elect Director Frank D. Yeary For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Executive Incentive Bonus Plan For For Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 5 Provide Right to Act by Written Consent Against For Shareholder 6 Adopt Proxy Access Right Against For Shareholder 7 Report on Gender Pay Gap Against Against Shareholder -------------------------------------------------------------------------------- ELECTRONIC ARTS, INC. Ticker: EA Security ID: 285512109 Meeting Date: JUL 31, 2014 Meeting Type: Annual Record Date: JUN 09, 2014 # Proposal Mgt Rec Vote Cast Sponsor 7 Elect Luis A. Ubinas For For Management 8 Elect Denise F. Warren For For Management 9 Elect Andrew Wilson For For Management 10 Advisory Vote on Executive Compensation For For Management 11 Ratification of Auditor For For Management -------------------------------------------------------------------------------- ELECTRONIC ARTS, INC. Ticker: EA Security ID: 285512109 Meeting Date: JUL 31, 2014 Meeting Type: Annual Record Date: JUN 09, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Leonard S. Coleman, Jr. For For Management 2 Elect Jay C. Hoag For For Management 3 Elect Jeffrey T. Huber For For Management 4 Elect Vivek Paul For For Management 5 Elect Lawrence F. Probst III For For Management 6 Elect Richard A. Simonson For For Management -------------------------------------------------------------------------------- EMC CORPORATION Ticker: EMC Security ID: 268648102 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1a Elect Director Jose E. Almeida For For Management 1.1b Elect Director Michael W. Brown For For Management 1.1c Elect Director Donald J. Carty For For Management 1.1d Elect Director Randolph L. Cowen For For Management 1.1e Elect Director James S. DiStasio For For Management 1.1f Elect Director John R. Egan For For Management 1.1g Elect Director William D. Green For For Management 1.1h Elect Director Edmund F. Kelly For For Management 1.1i Elect Director Jami Miscik For For Management 1.1j Elect Director Paul Sagan For For Management 1.1k Elect Director David N. Strohm For For Management 1.1l Elect Director Joseph M. Tucci For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management 5 Require Independent Board Chairman Against For Shareholder -------------------------------------------------------------------------------- ENDO INTERNATIONAL PLC Ticker: ENDP Security ID: G30401106 Meeting Date: JUN 09, 2015 Meeting Type: Annual Record Date: APR 14, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Roger H. Kimmel For For Management 1b Elect Director Rajiv De Silva For For Management 1c Elect Director Shane M. Cooke For For Management 1d Elect Director Arthur J. Higgins For For Management 1e Elect Director Nancy J. Hutson For For Management 1f Elect Director Michael Hyatt For For Management 1g Elect Director William P. Montague For For Management 1h Elect Director Jill D. Smith For For Management 1i Elect Director William F. Spengler For For Management 2 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- EOG RESOURCES, INC. Ticker: EOG Security ID: 26875P101 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: MAR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1a Elect Director Janet F. Clark For For Management 1.1b Elect Director Charles R. Crisp For For Management 1.1c Elect Director James C. Day For For Management 1.1d Elect Director H. Leighton Steward For For Management 1.1e Elect Director Donald F. Textor For For Management 1.1f Elect Director William R. Thomas For For Management 1.1g Elect Director Frank G. Wisner For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Proxy Access Against For Shareholder 5 Report on Methane Emissions Management Against Against Shareholder and Reduction Targets -------------------------------------------------------------------------------- EP ENERGY CORP. Ticker: EPE Security ID: 268785102 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Ralph Alexander For For Management 1.2 Elect Wilson B. Handler For For Management 1.3 Elect John J. Hannan For For Management 1.4 Elect Michael S. Helfer For Withhold Management 2 Advisory Vote on Executive Compensation For For Management 3 Frequency of Advisory Vote on 1 Year 1 Year Management Executive Compensation 4 Ratification of Auditor For For Management -------------------------------------------------------------------------------- EQUIFAX, INC. Ticker: EFX Security ID: 294429105 Meeting Date: MAY 01, 2015 Meeting Type: Annual Record Date: MAR 04, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect James E. Copeland, Jr. For For Management 2 Elect Robert D. Daleo For For Management 3 Elect Walter W. Driver, Jr. For For Management 4 Elect Mark L. Feidler For For Management 5 Elect L. Phillip Humann For For Management 6 Elect Robert D. Marcus For For Management 7 Elect Siri S. Marshall For For Management 8 Elect John A. McKinley For For Management 9 Elect Richard F. Smith For For Management 10 Elect Mark B. Templeton For For Management 11 Ratification of Auditor For For Management 12 Advisory Vote on Executive Compensation For Against Management -------------------------------------------------------------------------------- EQUINIX, INC. Ticker: EQIX Security ID: 29444U700 Meeting Date: MAY 27, 2015 Meeting Type: Annual Record Date: APR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas Bartlett For For Management 1.2 Elect Director Gary Hromadko For For Management 1.3 Elect Director Scott Kriens For For Management 1.4 Elect Director William Luby For For Management 1.5 Elect Director Irving Lyons, III For For Management 1.6 Elect Director Christopher Paisley For For Management 1.7 Elect Director Stephen Smith For For Management 1.8 Elect Director Peter Van Camp For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- FACEBOOK, INC. Ticker: FB Security ID: 30303M102 Meeting Date: JUN 11, 2015 Meeting Type: Annual Record Date: APR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Marc L. Andreessen For For Management 1.2 Elect Director Erskine B. Bowles For For Management 1.3 Elect Director Susan D. For For Management Desmond-Hellmann 1.4 Elect Director Reed Hastings For For Management 1.5 Elect Director Jan Koum For Withhold Management 1.6 Elect Director Sheryl K. Sandberg For Withhold Management 1.7 Elect Director Peter A. Thiel For For Management 1.8 Elect Director Mark Zuckerberg For Withhold Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Amend Omnibus Stock Plan For Against Management 4 Approve Recapitalization Plan for all Against For Shareholder Stock to Have One-vote per Share 5 Report on Sustainability Against For Shareholder 6 Report on Human Rights Risk Assessment Against Against Shareholder Process -------------------------------------------------------------------------------- FORTINET INC Ticker: FTNT Security ID: 34959E109 Meeting Date: JUN 19, 2015 Meeting Type: Annual Record Date: APR 22, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Ken Xie For For Management 2 Elect Hong Liang Lu For For Management 3 Ratification of Auditor For For Management 4 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- GARTNER, INC. Ticker: IT Security ID: 366651107 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: APR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Michael J. Bingle For For Management 2 Elect Richard J. Bressler For For Management 3 Elect Raul E. Cesan For For Management 4 Elect Karen E. Dykstra For For Management 5 Elect Anne Sutherland Fuchs For For Management 6 Elect William O. Grabe For For Management 7 Elect Eugene A. Hall For For Management 8 Elect Stephen G. Pagliuca For For Management 9 Elect James C. Smith For For Management 10 Advisory Vote on Executive Compensation For For Management 11 Ratification of Auditor For For Management -------------------------------------------------------------------------------- GILEAD SCIENCES, INC. Ticker: GILD Security ID: 375558103 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAR 11, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director John F. Cogan For For Management 1b Elect Director Etienne F. Davignon For For Management 1c Elect Director Carla A. Hills For For Management 1d Elect Director Kevin E. Lofton For For Management 1e Elect Director John W. Madigan For For Management 1f Elect Director John C. Martin For For Management 1g Elect Director Nicholas G. Moore For For Management 1h Elect Director Richard J. Whitley For For Management 1i Elect Director Gayle E. Wilson For For Management 1j Elect Director Per Wold-Olsen For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Amend Qualified Employee Stock For For Management Purchase Plan 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Provide Right to Act by Written Consent Against For Shareholder 6 Require Independent Board Chairman Against For Shareholder 7 Report on Sustainability Against For Shareholder 8 Report on Specialty Drug Pricing Risks Against For Shareholder -------------------------------------------------------------------------------- GLOBAL PAYMENTS, INC. Ticker: GPN Security ID: 37940X102 Meeting Date: NOV 19, 2014 Meeting Type: Annual Record Date: SEP 12, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Jeffrey S. Sloan For For Management 1.2 Elect John G. Bruno For For Management 1.3 Elect Michael W. Trapp For For Management 1.4 Elect Gerald J. Wilkins For For Management 2 Advisory Vote on Executive Compensation For Against Management 3 Ratification of Auditor For For Management -------------------------------------------------------------------------------- GNC HOLDINGS INC. Ticker: GNC Security ID: 36191G107 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Michael G. Archbold For For Management 1.2 Elect Jeffrey P. Berger For For Management 1.3 Elect Alan D. Feldman For For Management 1.4 Elect Michael F. Hines For For Management 1.5 Elect Amy B. Lane For For Management 1.6 Elect Philip E. Mallott For For Management 1.7 Elect Robert F. Moran For For Management 1.8 Elect C. Scott O'Hara For For Management 1.9 Elect Richard J. Wallace For For Management 2 Advisory Vote on Executive Compensation For For Management 3 2015 Stock Incentive Plan For For Management 4 Ratification of Auditor For For Management -------------------------------------------------------------------------------- GOOGLE INC. Ticker: GOOG Security ID: 38259P508 Meeting Date: JUN 03, 2015 Meeting Type: Annual Record Date: APR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Larry Page For For Management 1.2 Elect Director Sergey Brin For For Management 1.3 Elect Director Eric E. Schmidt For For Management 1.4 Elect Director L. John Doerr For Withhold Management 1.5 Elect Director Diane B. Greene For For Management 1.6 Elect Director John L. Hennessy For Withhold Management 1.7 Elect Director Ann Mather For For Management 1.8 Elect Director Alan R. Mulally For For Management 1.9 Elect Director Paul S. Otellini For Withhold Management 1.10 Elect Director K. Ram Shriram For Withhold Management 1.11 Elect Director Shirley M. Tilghman For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Amend Omnibus Stock Plan For Against Management 4 Approve Recapitalization Plan for all Against For Shareholder Stock to Have One-vote per Share 5 Report on Lobbying Payments and Policy Against For Shareholder 6 Require a Majority Vote for the Against For Shareholder Election of Directors 7 Report on Costs of Renewable Energy Against Against Shareholder Investments 8 Report on Risks Associated with Repeal Against Against Shareholder of Climate Change Policies -------------------------------------------------------------------------------- GOOGLE INC. Ticker: GOOG Security ID: 38259P508 Meeting Date: JUN 03, 2015 Meeting Type: Annual Record Date: APR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Larry Page For For Management 1.2 Elect Director Sergey Brin For For Management 1.3 Elect Director Eric E. Schmidt For For Management 1.4 Elect Director L. John Doerr For Withhold Management 1.5 Elect Director Diane B. Greene For For Management 1.6 Elect Director John L. Hennessy For For Management 1.7 Elect Director Ann Mather For For Management 1.8 Elect Director Alan R. Mulally For For Management 1.9 Elect Director Paul S. Otellini For Withhold Management 1.10 Elect Director K. Ram Shriram For Withhold Management 1.11 Elect Director Shirley M. Tilghman For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Amend Omnibus Stock Plan For Against Management 4 Approve Recapitalization Plan for all Against For Shareholder Stock to Have One-vote per Share 5 Report on Lobbying Payments and Policy Against Against Shareholder 6 Require a Majority Vote for the Against For Shareholder Election of Directors 7 Report on Costs of Renewable Energy Against Against Shareholder Investments 8 Report on Risks Associated with Repeal Against Against Shareholder of Climate Change Policies -------------------------------------------------------------------------------- HAIN CELESTIAL GROUP INC Ticker: HAIN Security ID: 405217100 Meeting Date: NOV 20, 2014 Meeting Type: Annual Record Date: SEP 25, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Irwin D. Simon For For Management 1.2 Elect Richard C. Berke For Withhold Management 1.3 Elect Jack Futterman For Withhold Management 1.4 Elect Andrew R. Heyer For For Management 1.5 Elect Roger Meltzer For Withhold Management 1.6 Elect Scott M. O'Neil For Withhold Management 1.7 Elect Adrianne Shapira For For Management 1.8 Elect Lawrence S. Zilavy For For Management 2 Adoption of Majority Vote for Election For For Management of Directors 3 Increase of Authorized Common Stock For For Management 4 2015-2019 Executive Incentive Plan For Against Management 5 Advisory Vote on Executive Compensation For Against Management 6 Amendment to the 2002 Long Term For Against Management Incentive and Stock Award Plan 7 Ratification of Auditor For For Management -------------------------------------------------------------------------------- HALLIBURTON COMPANY Ticker: HAL Security ID: 406216101 Meeting Date: MAR 27, 2015 Meeting Type: Special Record Date: FEB 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with For For Management Acquisition 2 Adjourn Meeting For For Management -------------------------------------------------------------------------------- HALLIBURTON COMPANY Ticker: HAL Security ID: 406216101 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Abdulaziz F. Al Khayyal For For Management 1.2 Elect Director Alan M. Bennett For For Management 1.3 Elect Director James R. Boyd For For Management 1.4 Elect Director Milton Carroll For For Management 1.5 Elect Director Nance K. Dicciani For For Management 1.6 Elect Director Murry S. Gerber For For Management 1.7 Elect Director Jose C. Grubisich For For Management 1.8 Elect Director David J. Lesar For For Management 1.9 Elect Director Robert A. Malone For For Management 1.10 Elect Director J. Landis Martin For For Management 1.11 Elect Director Jeffrey A. Miller For For Management 1.12 Elect Director Debra L. Reed For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management 5 Amend Qualified Employee Stock For For Management Purchase Plan -------------------------------------------------------------------------------- HARMAN INTERNATIONAL INDUSTRIES, INC. Ticker: HAR Security ID: 413086109 Meeting Date: DEC 03, 2014 Meeting Type: Annual Record Date: OCT 07, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Adriane M. Brown For For Management 2 Elect John W. Diercksen For For Management 3 Elect Ann McLaughlin Korologos For For Management 4 Elect Edward H. Meyer For For Management 5 Elect Dinesh C. Paliwal For For Management 6 Elect Kenneth M. Reiss For For Management 7 Elect Hellene S. Runtagh For For Management 8 Elect Frank Sklarsky For For Management 9 Elect Gary G. Steel For For Management 10 Ratification of Auditor For For Management 11 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- HEALTHSOUTH CORP. Ticker: HLSH Security ID: 421924309 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect John W. Chidsey For For Management 1.2 Elect Donald L. Correll For For Management 1.3 Elect Yvonne M. Curl For For Management 1.4 Elect Charles M. Elson For For Management 1.5 Elect Jay Grinney For For Management 1.6 Elect Joan E. Herman For For Management 1.7 Elect Leo I. Higdon, Jr. For For Management 1.8 Elect Leslye G. Katz For For Management 1.9 Elect John E. Maupin, Jr. For For Management 1.10 Elect L. Edward Shaw, Jr. For For Management 2 Ratification of Auditor For For Management 3 Approval of a Forum Selection Bylaw For Against Management Applicable to Derivative Litigation 4 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- HILTON WORLDWIDE HOLDINGS INC. Ticker: HLT Security ID: 43300A104 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAR 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Christopher J. Nassetta For Withhold Management 1.2 Elect Director Jonathan D. Gray For Withhold Management 1.3 Elect Director Michael S. Chae For Withhold Management 1.4 Elect Director Tyler S. Henritze For Withhold Management 1.5 Elect Director Judith A. McHale For For Management 1.6 Elect Director John G. Schreiber For Withhold Management 1.7 Elect Director Elizabeth A. Smith For For Management 1.8 Elect Director Douglas M. Steenland For For Management 1.9 Elect Director William J. Stein For Withhold Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- HUMANA INC. Ticker: HUM Security ID: 444859102 Meeting Date: APR 16, 2015 Meeting Type: Annual Record Date: FEB 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Kurt J. Hilzinger For For Management 2 Elect Bruce D. Broussard For For Management -------------------------------------------------------------------------------- HUMANA INC. Ticker: HUM Security ID: 444859102 Meeting Date: APR 16, 2015 Meeting Type: Annual Record Date: FEB 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 3 Elect Frank A. D'Amelio For For Management 4 Elect W. Roy Dunbar For For Management 5 Elect David A. Jones Jr. For For Management 6 Elect William J. McDonald For For Management 7 Elect William E. Mitchell For For Management 8 Elect David B. Nash For For Management 9 Elect James J. O'Brien For For Management 10 Elect Marissa T. Peterson For For Management 11 Ratification of Auditor For For Management 12 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- IHS INC Ticker: IHS Security ID: 451734107 Meeting Date: APR 08, 2015 Meeting Type: Annual Record Date: FEB 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Ruann F. Ernst For For Management 2 Elect Christoph v. Grolman For For Management 3 Elect Richard W. Roedel For For Management 4 Ratification of Auditor For For Management 5 Advisory Vote on Executive Compensation For Against Management -------------------------------------------------------------------------------- ILLUMINA INC Ticker: ILMN Security ID: 452327109 Meeting Date: MAY 27, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect A. Blaine Bowman For For Management 2 Elect Karin Eastham For For Management 3 Elect Jay T. Flatley For For Management 4 Elect Jeffrey T. Huber For For Management 5 Elect William H. Rastetter For For Management 6 Ratification of Auditor For For Management 7 Advisory Vote on Executive Compensation For For Management 8 2015 Stock and Incentive Plan For For Management -------------------------------------------------------------------------------- IMAX CORP Ticker: IMAX Security ID: 45245E109 Meeting Date: JUN 01, 2015 Meeting Type: Annual Record Date: APR 07, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Neil S. Braun For For Management 1.2 Elect Eric Demirian For For Management 1.3 Elect Richard L. Gelfond For For Management 1.4 Elect David W. Leebron For Withhold Management 1.5 Elect Michael Lynee For For Management 1.6 Elect Michael MacMillan For For Management 1.7 Elect I. Martin Pompadur For For Management 1.8 Elect Darren D. Throop For For Management 1.9 Elect Bradley J. Wechsler For For Management 2 Ratification of Auditor For For Management 3 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- INCYTE CORP. Ticker: INCY Security ID: 45337C102 Meeting Date: MAY 22, 2015 Meeting Type: Annual Record Date: APR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Julian C. Baker For For Management 1.2 Elect Jean-Jacques Bienaime For For Management 1.3 Elect Paul A. Brooke For For Management 1.4 Elect Paul J. Clancy For For Management 1.5 Elect Wendy L. Dixon For Withhold Management 1.6 Elect Paul A. Friedman For For Management 1.7 Elect Herve Hoppenot For For Management 2 Advisory Vote on Executive Compensation For Against Management 3 Ratification of Auditor For For Management -------------------------------------------------------------------------------- INTERCONTINENTAL EXCHANGE, INC. Ticker: ICE Security ID: 45866F104 Meeting Date: MAY 15, 2015 Meeting Type: Annual Record Date: MAR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Charles R. Crisp For For Management 1b Elect Director Jean-Marc Forneri For For Management 1c Elect Director Fred W. Hatfield For For Management 1d Elect Director Terrence F. Martell For For Management 1e Elect Director Callum McCarthy For For Management 1f Elect Director Robert Reid For For Management 1g Elect Director Frederic V. Salerno For For Management 1h Elect Director Jeffrey C. Sprecher For For Management 1i Elect Director Judith A. Sprieser For For Management 1j Elect Director Vincent Tese For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Amend Article to Delete Provisions not For For Management Applicable following the Sale of Euronext -------------------------------------------------------------------------------- INTUIT INC. Ticker: INTU Security ID: 461202103 Meeting Date: JAN 22, 2015 Meeting Type: Annual Record Date: NOV 24, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director William V. Campbell For For Management 1b Elect Director Scott D. Cook For For Management 1c Elect Director Richard L. Dalzell For For Management 1d Elect Director Diane B. Greene For For Management 1e Elect Director Edward A. Kangas For For Management 1f Elect Director Suzanne Nora Johnson For For Management 1g Elect Director Dennis D. Powell For For Management 1h Elect Director Brad D. Smith For For Management 1i Elect Director Jeff Weiner For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Qualified Employee Stock For For Management Purchase Plan -------------------------------------------------------------------------------- J.B. HUNT TRANSPORT SERVICES, INC. Ticker: JBHT Security ID: 445658107 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: FEB 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Douglas G. Duncan For For Management 2 Elect Francesca M. Edwardson For For Management 3 Elect Wayne Garrison For For Management 4 Elect Sharilyn S. Gasaway For For Management 5 Elect Gary C. George For For Management 6 Elect Bryan Hunt For Against Management 7 Elect Coleman H. Peterson For For Management 8 Elect John N. Roberts III For For Management 9 Elect James L. Robo For For Management 10 Elect Kirk Thompson For For Management 11 Elect John A. White For For Management 12 Ratification of Auditor For For Management 13 Shareholder Proposal Regarding Against Against Shareholder Reporting and Reducing Greenhouse Gas Emissions -------------------------------------------------------------------------------- JACK HENRY & ASSOCIATES, INC. Ticker: JKHY Security ID: 426281101 Meeting Date: NOV 13, 2014 Meeting Type: Annual Record Date: SEP 19, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Matthew C. Flanigan For For Management 1.2 Elect Marla K. Shepard For For Management 1.3 Elect John F. Prim For For Management 1.4 Elect Thomas H. Wilson, Jr. For For Management 1.5 Elect Jacque R. Fiegel For For Management 1.6 Elect Thomas A. Wimsett For For Management 1.7 Elect Laura G. Kelly For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Ratification of Auditor For For Management -------------------------------------------------------------------------------- JAZZ PHARMACEUTICALS PLC Ticker: JAZZ Security ID: G50871105 Meeting Date: JUL 31, 2014 Meeting Type: Annual Record Date: MAY 27, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Bruce C. Cozadd For For Management 1b Elect Director Heather Ann McSharry For For Management 1c Elect Director Rick E. Winningham For For Management 2 Approve Auditors and Authorize Board For For Management to Fix Their Remuneration 3 Authorize Jazz Pharmaceuticals plc For For Management and/or Any Subsidiary of Jazz Pharmaceuticals plc to Make Market Purchases of Jazz Pharmaceuticals plc's Ordinary Shares 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- KAR AUCTION SERVICES INC Ticker: KAR Security ID: 48238T109 Meeting Date: JUN 03, 2015 Meeting Type: Annual Record Date: APR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Todd F. Bourell For For Management 2 Elect Donna R. Ecton For For Management 3 Elect Peter R. Formanek For For Management 4 Elect James P. Hallett For For Management 5 Elect Mark E. Hill For For Management 6 Elect J. Mark Howell For For Management 7 Elect Lynn Jolliffe For For Management 8 Elect Michael T. Kestner For For Management 9 Elect John P. Larson For For Management 10 Elect Stephen E. Smith For For Management 11 Ratification of Auditor For For Management -------------------------------------------------------------------------------- KINDER MORGAN, INC. Ticker: KMI Security ID: 49456B101 Meeting Date: NOV 20, 2014 Meeting Type: Special Record Date: OCT 20, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Increase Authorized Common Stock For For Management 2 Issue Shares in Connection with Mergers For For Management 3 Adjourn Meeting For For Management -------------------------------------------------------------------------------- KINDER MORGAN, INC. Ticker: KMI Security ID: 49456B101 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard D. Kinder For For Management 1.2 Elect Director Steven J. Kean For For Management 1.3 Elect Director Ted A. Gardner For For Management 1.4 Elect Director Anthony W. Hall, Jr. For For Management 1.5 Elect Director Gary L. Hultquist For For Management 1.6 Elect Director Ronald L. Kuehn, Jr. For For Management 1.7 Elect Director Deborah A. MacDonald For For Management 1.8 Elect Director Michael J. Miller For For Management 1.9 Elect Director Michael C. Morgan For For Management 1.10 Elect Director Arthur C. Reichstetter For For Management 1.11 Elect Director Fayez Sarofim For For Management 1.12 Elect Director C. Park Shaper For For Management 1.13 Elect Director William A. Smith For For Management 1.14 Elect Director Joel V. Staff For For Management 1.15 Elect Director Robert F. Vagt For For Management 1.16 Elect Director Perry M. Waughtal For For Management 2 Approve Omnibus Stock Plan For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 6 Amend Charter to Eliminate For For Management Inapplicable Provisions 7 Report on Capital Expenditure Strategy Against Against Shareholder with Respect to Climate Change Policy 8 Report on Methane Emissions Management Against Against Shareholder and Reduction Targets 9 Report on Sustainability Against Against Shareholder -------------------------------------------------------------------------------- KIRBY CORP. Ticker: KEX Security ID: 497266106 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: MAR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Barry E. Davis For For Management 2 Elect Monte J. Miller For For Management 3 Elect Joseph H. Pyne For For Management 4 Amendment to the 2005 Stock and For For Management Incentive Plan 5 Ratification of Auditor For For Management 6 Advisory Vote on Executive Compensation For For Management 7 Transaction of Other Business For Against Management -------------------------------------------------------------------------------- L BRANDS INC Ticker: LB Security ID: 501797104 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect E. Gordon Gee For For Management 2 Elect Stephen D. Steinour For For Management 3 Elect Allan R. Tessler For For Management 4 Elect Abigail S. Wexner For For Management 5 Ratification of Auditor For For Management 6 Approval of the 2015 Stock Option and For For Management Performance Incentive Plan 7 Approval of the 2015 Cash Incentive For For Management Compensation Performance Plan 8 Advisory Vote on Executive Compensation For Against Management 9 Shareholder Proposal Regarding Simple Against For Shareholder Majority Vote -------------------------------------------------------------------------------- L BRANDS, INC. Ticker: LB Security ID: 501797104 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director E. Gordon Gee For For Management 1.2 Elect Director Stephen D. Steinour For For Management 1.3 Elect Director Allan R. Tessler For For Management 1.4 Elect Director Abigail S. Wexner For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Approve Executive Incentive Bonus Plan For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Reduce Supermajority Vote Requirement Against For Shareholder -------------------------------------------------------------------------------- LAM RESEARCH CORP. Ticker: LRCX Security ID: 512807108 Meeting Date: NOV 06, 2014 Meeting Type: Annual Record Date: SEP 08, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.6 Elect Grant M. Inman For For Management 1.7 Elect Catherine P. Lego For For Management 1.8 Elect Stephen G. Newberry For For Management 1.9 Elect Krishna Saraswat For For Management 1.10 Elect William R. Spivey For For Management 1.11 Elect Abhijit Y. Talwalkar For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Ratification of Auditor For For Management -------------------------------------------------------------------------------- LAM RESEARCH CORP. Ticker: LRCX Security ID: 512807108 Meeting Date: NOV 06, 2014 Meeting Type: Annual Record Date: SEP 08, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Martin B. Anstice For For Management 1.2 Elect Eric K. Brandt For For Management 1.3 Elect Michael R. Cannon For For Management 1.4 Elect Youssef A. El-Mansy For For Management 1.5 Elect Christine A. Heckart For For Management -------------------------------------------------------------------------------- LAM RESEARCH CORPORATION Ticker: LRCX Security ID: 512807108 Meeting Date: NOV 06, 2014 Meeting Type: Annual Record Date: SEP 08, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Martin B. Anstice For For Management 1.2 Elect Director Eric K. Brandt For For Management 1.3 Elect Director Michael R. Cannon For For Management 1.4 Elect Director Youssef A. El-Mansy For For Management 1.5 Elect Director Christine A. Heckart For For Management 1.6 Elect Director Grant M. Inman For For Management 1.7 Elect Director Catherine P. Lego For For Management 1.8 Elect Director Stephen G. Newberry For For Management 1.9 Elect Director Krishna C. Saraswat For For Management 1.10 Elect Director William R. Spivey For For Management 1.11 Elect Director Abhijit Y. Talwalkar For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- LEVEL 3 COMMUNICATIONS, INC. Ticker: LVLT Security ID: 52729N308 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James O. Ellis, Jr. For For Management 1.2 Elect Director Jeff K. Storey For For Management 1.3 Elect Director Kevin P. Chilton For For Management 1.4 Elect Director Steven T. Clontz For For Management 1.5 Elect Director Irene M. Esteves For For Management 1.6 Elect Director T. Michael Glenn For For Management 1.7 Elect Director Spencer B. Hays For For Management 1.8 Elect Director Michael J. Mahoney For For Management 1.9 Elect Director Kevin W. Mooney For For Management 1.10 Elect Director Peter Seah Lim Huat For For Management 1.11 Elect Director Peter van Oppen For For Management 2 Approve Omnibus Stock Plan For For Management 3 Renew Rights Plan (NOL Pill) For Against Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Proxy Access Against For Shareholder -------------------------------------------------------------------------------- LIBERTY GLOBAL PLC Ticker: LBTYK Security ID: G5480U120 Meeting Date: FEB 24, 2015 Meeting Type: Special Record Date: DEC 26, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Adopt New Articles of Association For For Management 2 Amend Articles of Association with For For Management Respect to Voting on the Variation of Rights Attached to Classes of Shares -------------------------------------------------------------------------------- LIBERTY INTERACTIVE CORPORATION Ticker: LINTA Security ID: 53071M104 Meeting Date: AUG 04, 2014 Meeting Type: Annual Record Date: JUN 19, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Evan D. Malone For For Management 1.2 Elect Director David E. Rapley For For Management 1.3 Elect Director Larry E. Romrell For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- LIBERTY INTERACTIVE CORPORATION Ticker: QVCA Security ID: 53071M104 Meeting Date: JUN 02, 2015 Meeting Type: Annual Record Date: APR 07, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael A. George For For Management 1.2 Elect Director Gregory B. Maffei For For Management 1.3 Elect Director M. LaVoy Robison For For Management 2 Approve the Group Name Change Proposal For For Management 3 Increase Authorized Common Stock For For Management 4 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- LKQ CORP Ticker: LKQ Security ID: 501889208 Meeting Date: MAY 04, 2015 Meeting Type: Annual Record Date: MAR 11, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Sukhpal Singh Ahluwalia For For Management 2 Elect A. Clinton Allen For For Management 3 Elect Ronald G. Foster For For Management 4 Elect Joseph M. Holsten For For Management 5 Elect Blythe J. McGarvie For For Management 6 Elect Paul M. Meister For For Management 7 Elect John F. O'Brien For Against Management 8 Elect Guhan Subramanian For For Management 9 Elect Robert L. Wagman For For Management 10 Elect William M. Webster IV For For Management 11 Ratification of Auditor For For Management 12 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- LULULEMON ATHLETICA INC. Ticker: LULU Security ID: 550021109 Meeting Date: JUN 03, 2015 Meeting Type: Annual Record Date: APR 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Steven J. Collins For For Management 1.2 Elect Martha A. Morfitt For For Management 1.3 Elect Rhoda M. Pitcher For For Management 1.4 Elect Emily White For For Management 2 Ratification of Auditor For For Management 3 Shareholder Proposal Regarding Against Against Shareholder Prohibition of Down -------------------------------------------------------------------------------- MASTERCARD INCORPORATED Ticker: MA Security ID: 57636Q104 Meeting Date: JUN 09, 2015 Meeting Type: Annual Record Date: APR 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Richard Haythornthwaite For For Management 1b Elect Director Ajay Banga For For Management 1c Elect Director Silvio Barzi For For Management 1d Elect Director David R. Carlucci For For Management 1e Elect Director Steven J. Freiberg For For Management 1f Elect Director Julius Genachowski For For Management 1g Elect Director Merit E. Janow For For Management 1h Elect Director Nancy J. Karch For For Management 1i Elect Director Marc Olivie For For Management 1j Elect Director Rima Qureshi For For Management 1k Elect Director Jose Octavio Reyes For For Management Lagunes 1l Elect Director Jackson P. Tai For For Management 1m Elect Director Edward Suning Tian For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Executive Incentive Bonus Plan For For Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- MCGRAW HILL FINANCIAL, INC. Ticker: MHFI Security ID: 580645109 Meeting Date: APR 29, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Winfried Bischoff For For Management 1.2 Elect Director William D. Green For For Management 1.3 Elect Director Charles E. Haldeman, Jr. For For Management 1.4 Elect Director Rebecca Jacoby For For Management 1.5 Elect Director Robert P. McGraw For For Management 1.6 Elect Director Hilda Ochoa-Brillembourg For For Management 1.7 Elect Director Douglas L. Peterson For For Management 1.8 Elect Director Michael Rake For For Management 1.9 Elect Director Edward B. Rust, Jr. For For Management 1.10 Elect Director Kurt L. Schmoke For For Management 1.11 Elect Director Sidney Taurel For For Management 1.12 Elect Director Richard E. Thornburgh For For Management 2 Amend Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Ernst & Young LLP as Auditors For For Management 5 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- MEAD JOHNSON NUTRITION CO Ticker: MJN Security ID: 582839106 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: MAR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Steven M. Altschuler For For Management 2 Elect Howard B. Bernick For For Management 3 Elect Kimberly A. Casiano For For Management 4 Elect Anna C. Catalano For For Management 5 Elect Celeste A. Clark For For Management 6 Elect James M. Cornelius For For Management 7 Elect Stephen W. Golsby For For Management 8 Elect Michael Grobstein For For Management 9 Elect Peter K. Jakobsen For For Management 10 Elect Peter G. Ratcliffe For For Management 11 Elect Michael A. Sherman For For Management 12 Elect Elliott Sigal For For Management 13 Elect Robert Singer For For Management 14 Advisory Vote on Executive Compensation For For Management 15 Approval of Long-Term Incentive Plan For For Management 16 Ratification of Auditor For For Management -------------------------------------------------------------------------------- MEDIVATION INC Ticker: MDVN Security ID: 58501N101 Meeting Date: JUN 16, 2015 Meeting Type: Annual Record Date: APR 29, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Kim D. Blickenstaff For For Management 1.2 Elect Kathryn E. Falberg For For Management 1.3 Elect David T. Hung For For Management 1.4 Elect Patrick Machado For For Management 1.5 Elect Dawn Svoronos For For Management 1.6 Elect W. Anthony Vernon For For Management 1.7 Elect Wendy L. Yarno For For Management 2 Ratification of Auditor For For Management 3 Advisory Vote on Executive Compensation For For Management 4 Amendment to the 2004 Equity Incentive For For Management Award Plan 5 Increase of Authorized Common Stock For For Management -------------------------------------------------------------------------------- MEDNAX INC Ticker: MD Security ID: 58502B106 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Cesar L. Alvarez For Withhold Management 1.2 Elect Karey D. Barker For For Management 1.3 Elect Waldemar A. Carlo For For Management 1.4 Elect Michael B. Fernandez For For Management 1.5 Elect Paul G. Gabos For For Management 1.6 Elect Pascal J. Goldschmidt For For Management 1.7 Elect Manuel Kadre For For Management 1.8 Elect Roger J. Medel For For Management 1.9 Elect Donna E. Shalala For For Management 1.10 Elect Enrique J. Sosa For For Management 2 Ratification of Auditor For For Management 3 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- MGM RESORTS INTERNATIONAL Ticker: MGM Security ID: 552953101 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: MAR 30, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Robert H. Baldwin For For Management 1.2 Elect William A. Bible For For Management 1.3 Elect Mary Chris Gay For For Management 1.4 Elect William W. Grounds For For Management 1.5 Elect Alexis M. Herman For For Management 1.6 Elect Roland A. Hernandez For For Management 1.7 Elect Anthony Mandekic For For Management 1.8 Elect Rose E. McKinney-James For For Management 1.9 Elect James J. Murren For For Management 1.10 Elect Gregory M. E. Spierkel For For Management 1.11 Elect Daniel J. Taylor For For Management 2 Ratification of Auditor For For Management 3 Advisory Vote on Executive Compensation For For Management 1.1 Elect Dissident Nominee Matthew J. Hart Do Not DNV Management Vote 1.2 Elect Dissident Nominee Richard Kincaid Do Not DNV Management Vote 1.3 Elect Dissident Nominee Jonathan Litt Do Not DNV Management Vote 1.4 Elect Dissident Nominee Marc A. Weisman Do Not DNV Management Vote 1.5 Elect Mgmt Nominee W. A. Bible Do Not DNV Management Vote 1.6 Elect Mgmt Nominee M.C. Gay Do Not DNV Management Vote 1.7 Elect Mgmt Nominee W.W. Grounds Do Not DNV Management Vote 1.8 Elect Mgmt Nominee A. Mandekic Do Not DNV Management Vote 1.9 Elect Mgmt Nominee J.J. Murren Do Not DNV Management Vote 1.10 Elect Mgmt Nominee G.M. Spierkel Do Not DNV Management Vote 1.11 Elect Mgmt Nominee D.J. Taylor Do Not DNV Management Vote 2 Ratification of Auditor Do Not DNV Management Vote 3 Advisory Vote on Executive Compensation Do Not DNV Management Vote 1.1 Elect Robert H. Baldwin For For Management 1.2 Elect William A. Bible For For Management 1.3 Elect Mary Chris Gay For For Management 1.4 Elect William W. Grounds For For Management 1.5 Elect Alexis M. Herman For For Management 1.6 Elect Roland A. Hernandez For For Management 1.7 Elect Anthony Mandekic For For Management -------------------------------------------------------------------------------- MGM RESORTS INTERNATIONAL Ticker: MGM Security ID: 552953101 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: MAR 30, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.8 Elect Rose E. McKinney-James For For Management 1.9 Elect James J. Murren For For Management 1.10 Elect Gregory M. E. Spierkel For For Management 1.11 Elect Daniel J. Taylor For For Management 2 Ratification of Auditor For For Management 3 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- MICRON TECHNOLOGY, INC. Ticker: MU Security ID: 595112103 Meeting Date: JAN 22, 2015 Meeting Type: Annual Record Date: NOV 21, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert L. Bailey For For Management 1.2 Elect Director Richard M. Beyer For For Management 1.3 Elect Director Patrick J. Byrne For For Management 1.4 Elect Director D. Mark Durcan For For Management 1.5 Elect Director D. Warren A. East For For Management 1.6 Elect Director Mercedes Johnson For For Management 1.7 Elect Director Lawrence N. Mondry For For Management 1.8 Elect Director Robert E. Switz For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Eliminate Cumulative Voting For Against Management 5 Approve Executive Incentive Bonus Plan For For Management 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- MICROSOFT CORPORATION Ticker: MSFT Security ID: 594918104 Meeting Date: DEC 03, 2014 Meeting Type: Annual Record Date: SEP 30, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William H. Gates lll For For Management 1.2 Elect Director Maria M. Klawe For For Management 1.3 Elect Director Teri L. List-Stoll For For Management 1.4 Elect Director G. Mason Morfit For For Management 1.5 Elect Director Satya Nadella For For Management 1.6 Elect Director Charles H. Noski For For Management 1.7 Elect Director Helmut Panke For For Management 1.8 Elect Director Charles W. Scharf For For Management 1.9 Elect Director John W. Stanton For For Management 1.10 Elect Director John W. Thompson For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify Auditors For For Management 4 Proxy Access Against Against Shareholder -------------------------------------------------------------------------------- MICROSOFT CORPORATION Ticker: MSFT Security ID: 594918104 Meeting Date: DEC 03, 2014 Meeting Type: Annual Record Date: SEP 30, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William H. Gates lll For For Management 1.2 Elect Director Maria M. Klawe For For Management 1.3 Elect Director Teri L. List-Stoll For For Management 1.4 Elect Director G. Mason Morfit For For Management 1.5 Elect Director Satya Nadella For For Management 1.6 Elect Director Charles H. Noski For For Management 1.7 Elect Director Helmut Panke For For Management 1.8 Elect Director Charles W. Scharf For For Management 1.9 Elect Director John W. Stanton For For Management 1.10 Elect Director John W. Thompson For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management 4 Proxy Access Against Against Shareholder -------------------------------------------------------------------------------- MOLINA HEALTHCARE INC Ticker: MOH Security ID: 60855R100 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Garrey E. Carruthers For For Management 2 Elect Daniel Cooperman For For Management 3 Elect Frank E. Murray For For Management 4 Re-approval of the Performance Goals For For Management Under the Incentive Compensation Plan 5 Ratification of Auditor For For Management -------------------------------------------------------------------------------- MONSANTO COMPANY Ticker: MON Security ID: 61166W101 Meeting Date: JAN 30, 2015 Meeting Type: Annual Record Date: DEC 02, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Gregory H. Boyce For For Management 1b Elect Director Janice L. Fields For For Management 1c Elect Director Hugh Grant For For Management 1d Elect Director Laura K. Ipsen For For Management 1e Elect Director Marcos M. Lutz For For Management 1f Elect Director C. Steven McMillan For For Management 1g Elect Director William U. Parfet For For Management 1h Elect Director George H. Poste For For Management 1i Elect Director Robert J. Stevens For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Report on Lobbying Payments and Policy Against For Shareholder 5 Adopt Proxy Access Right Against For Shareholder 6 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- MYLAN INC Ticker: MYL Security ID: 628530107 Meeting Date: JAN 29, 2015 Meeting Type: Special Record Date: DEC 23, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Acquisition For For Management 2 Advisory Vote on Golden Parachutes For Against Management 3 Right to Adjourn Meeting For For Management -------------------------------------------------------------------------------- NETFLIX INC Ticker: NFLX Security ID: 64110L106 Meeting Date: JUN 09, 2015 Meeting Type: Annual Record Date: APR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Richard N. Barton For Withhold Management 1.2 Elect Bradford L. Smith For For Management 1.3 Elect Anne M. Sweeney For For Management 2 Ratification of Auditor For For Management 3 Advisory Vote on Executive Compensation For For Management 4 Increase of Authorized Common Stock For Against Management 5 Shareholder Proposal Regarding Proxy Against For Shareholder Access 6 Shareholder Proposal Regarding Simple Against For Shareholder Majority Vote 7 Shareholder Proposal Regarding Against For Shareholder Declassification of the Board -------------------------------------------------------------------------------- NIELSEN N.V. Ticker: NLSN Security ID: N63218106 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAY 29, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles of Association in For For Management Connection with the Merger and Authorize Any and All Lawyers and (Deputy) Civil Law Notaries Practicing at Clifford Chance, LLP to Execute the Notarial Deed of Amendment of the Articles of Association 2 Approve Corporate Reorganization For For Management 3 Adopt Financial Statements and For For Management Statutory Reports 4 Approve Discharge of Board of Directors For For Management 5a Elect Director James A. Attwood, Jr. For For Management 5b Elect Director Dwight M. Barns For For Management 5c Elect Director David L. Calhoun For For Management 5d Elect Director Karen M. Hoguet For For Management 5e Elect Director James M. Kilts For For Management 5f Elect Director Harish Manwani For For Management 5g Elect Director Kathryn V. Marinello For For Management 5h Elect Director Alexander Navab For For Management 5i Elect Director Robert C. Pozen For For Management 5j Elect Director Vivek Y. Ranadive For For Management 5k Elect Director Javier G. Teruel For For Management 6 Ratify Ernst & Young LLP as Auditors For For Management 7 Appoint Ernst and Young Accountants For For Management LLP to Audit the Dutch Statutory Annual Accounts 8 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 9 Advisory Vote to Approve Remuneration For For Management of Executives -------------------------------------------------------------------------------- NIKE, INC. Ticker: NKE Security ID: 654106103 Meeting Date: SEP 18, 2014 Meeting Type: Annual Record Date: JUL 18, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan B. Graf, Jr. For For Management 1.2 Elect Director John C. Lechleiter For For Management 1.3 Elect Director Michelle A. Peluso For For Management 1.4 Elect Director Phyllis M. Wise For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- NXP SEMICONDUCTORS NV Ticker: NXPI Security ID: N6596X109 Meeting Date: JUN 02, 2015 Meeting Type: Annual Record Date: MAY 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accounts and Reports For For Management 2 Ratification of Board Acts For For Management 3 Elect Richard L. Clemmer For For Management 4 Elect Peter Bonfield For For Management 5 Elect Johannes P. Huth For For Management 6 Elect Kenneth A. Goldman For Against Management 7 Elect Marion Helmes For For Management 8 Elect Josef Kaeser For Against Management 9 Elect Ian Loring For For Management 10 Elect Eric Meurice For For Management 11 Elect Julie Southern For For Management 12 Elect Rick Lih-Shyng Tsai For For Management 13 Authority to Issue Shares w/ For For Management Preemptive Rights 14 Authority to Supress Preemptive Rights For For Management 15 Authority to Repurchase Shares For For Management 16 Authority to Cancel Repurchased Shares For For Management in the Company's Capital 17 Appointment of Auditor For For Management -------------------------------------------------------------------------------- O`REILLY AUTOMOTIVE, INC. Ticker: ORLY Security ID: 67103H107 Meeting Date: MAY 05, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect David E. O'Reilly For For Management 2 Elect Charles H. O'Reilly, Jr. For Against Management 3 Elect Larry P. O'Reilly For Against Management 4 Elect Rosalie O'Reilly-Wooten For Against Management 5 Elect Jay D. Burchfield For For Management 6 Elect Thomas T. Hendrickson For For Management 7 Elect Paul R. Lederer For For Management 8 Elect John Murphy For For Management 9 Elect Ronald Rashkow For For Management 10 Advisory Vote on Executive Compensation For For Management 11 Ratification of Auditor For For Management 12 Shareholder Proposal Regarding Against Against Shareholder Recoupment of Unearned Bonuses -------------------------------------------------------------------------------- ORACLE CORPORATION Ticker: ORCL Security ID: 68389X105 Meeting Date: NOV 05, 2014 Meeting Type: Annual Record Date: SEP 08, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey S. Berg For For Management 1.2 Elect Director H. Raymond Bingham For Withhold Management 1.3 Elect Director Michael J. Boskin For Withhold Management 1.4 Elect Director Safra A. Catz For For Management 1.5 Elect Director Bruce R. Chizen For Withhold Management 1.6 Elect Director George H. Conrades For For Management 1.7 Elect Director Lawrence J. Ellison For For Management 1.8 Elect Director Hector Garcia-Molina For For Management 1.9 Elect Director Jeffrey O. Henley For For Management 1.10 Elect Director Mark V. Hurd For For Management 1.11 Elect Director Naomi O. Seligman For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify Auditors For For Management 4 Provide Vote Counting to Exclude Against Against Shareholder Abstentions 5 Adopt Multiple Performance Metrics Against For Shareholder Under Executive Incentive Plans 6 Adopt Specific Performance Standards Against For Shareholder 7 Adopt Proxy Access Right Against For Shareholder -------------------------------------------------------------------------------- PACCAR INC Ticker: PCAR Security ID: 693718108 Meeting Date: APR 21, 2015 Meeting Type: Annual Record Date: FEB 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mark C. Pigott For For Management 1.2 Elect Director Charles R. Williamson For For Management 1.3 Elect Director Ronald E. Armstrong For For Management 2 Declassify the Board of Directors Against For Shareholder 3 Proxy Access Against For Shareholder -------------------------------------------------------------------------------- PALL CORP. Ticker: PLL Security ID: 696429307 Meeting Date: DEC 10, 2014 Meeting Type: Annual Record Date: OCT 14, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Amy E. Alving For For Management 2 Elect Robert B. Coutts For For Management 3 Elect Mark E. Goldstein For For Management 4 Elect Cheryl W. Grise For For Management 5 Elect Ronald L. Hoffman For For Management 6 Elect Lawrence D. Kingsley For For Management 7 Elect Dennis N. Longstreet For For Management 8 Elect Craig Owens For For Management 9 Elect Katharine L. Plourde For For Management 10 Elect Edward Travaglianti For For Management 11 Elect Bret W. Wise For For Management 12 Ratification of Auditor For For Management 13 Amendment to the 2012 Stock For For Management Compensation Plan 14 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- PALO ALTO NETWORKS, INC. Ticker: PANW Security ID: 697435105 Meeting Date: DEC 12, 2014 Meeting Type: Annual Record Date: OCT 15, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Carl Eschenbach For For Management 1b Elect Director Daniel J. Warmenhoven For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- PERRIGO COMPANY PLC Ticker: PRGO Security ID: G97822103 Meeting Date: NOV 04, 2014 Meeting Type: Annual Record Date: SEP 05, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Laurie Brlas For For Management 2 Elect Gary M. Cohen For For Management 3 Elect Jacqualyn A. Fouse For For Management 4 Elect David T. Gibbons For For Management 5 Elect Ran Gottfried For For Management 6 Elect Ellen R. Hoffing For For Management 7 Elect Michael J. Jandernoa For For Management 8 Elect Gary K. Kunkle, Jr. For For Management 9 Elect Herman Morris, Jr. For For Management 10 Elect Donal O'Connor For For Management 11 Elect Joseph C. Papa For For Management 12 Ratification of Auditor For For Management 13 Advisory Vote on Executive Compensation For For Management 14 Authority to Repurchase Shares For For Management 15 Price Range for Reissuance of Treasury For For Management Stock 16 Reduction of Share Premium Account For For Management -------------------------------------------------------------------------------- PERRIGO COMPANY PLC Ticker: PRGO Security ID: G97822103 Meeting Date: NOV 04, 2014 Meeting Type: Annual Record Date: SEP 05, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Laurie Brlas For For Management 1.2 Elect Director Gary M. Cohen For For Management 1.3 Elect Director Jacqualyn A. Fouse For For Management 1.4 Elect Director David T. Gibbons For For Management 1.5 Elect Director Ran Gottfried For For Management 1.6 Elect Director Ellen R. Hoffing For For Management 1.7 Elect Director Michael J. Jandernoa For For Management 1.8 Elect Director Gary K. Kunkle, Jr. For For Management 1.9 Elect Director Herman Morris, Jr. For For Management 1.10 Elect Director Donal O'Connor For For Management 1.11 Elect Director Joseph C. Papa For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Authorize Share Repurchase Program For For Management 5 Determine Price Range for Reissuance For For Management of Treasury Shares 6 Approve Creation of Distributable For For Management Reserves -------------------------------------------------------------------------------- PIONEER NATURAL RESOURCES COMPANY Ticker: PXD Security ID: 723787107 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 26, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edison C. Buchanan For For Management 1.2 Elect Director Andrew F. Cates For For Management 1.3 Elect Director Timothy L. Dove For For Management 1.4 Elect Director Phillip A. Gobe For For Management 1.5 Elect Director Larry R. Grillot For For Management 1.6 Elect Director Stacy P. Methvin For For Management 1.7 Elect Director Royce W. Mitchell For For Management 1.8 Elect Director Frank A. Risch For For Management 1.9 Elect Director Scott D. Sheffield For For Management 1.10 Elect Director J. Kenneth Thompson For For Management 1.11 Elect Director Phoebe A. Wood For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Adopt Proxy Access Right Against For Shareholder -------------------------------------------------------------------------------- POLARIS INDUSTRIES INC. Ticker: PII Security ID: 731068102 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: MAR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Annette K. Clayton For For Management 1.2 Elect Director Kevin M. Farr For For Management 1.3 Elect Director John P. Wiehoff For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- PPG INDUSTRIES, INC. Ticker: PPG Security ID: 693506107 Meeting Date: APR 16, 2015 Meeting Type: Annual Record Date: FEB 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles E. Bunch For For Management 1.2 Elect Director Michael W. Lamach For For Management 1.3 Elect Director Martin H. Richenhagen For For Management 1.4 Elect Director Thomas J. Usher For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Eliminate Supermajority Vote For For Management Requirement 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- PRECISION CASTPARTS CORP. Ticker: PCP Security ID: 740189105 Meeting Date: AUG 12, 2014 Meeting Type: Annual Record Date: JUN 10, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Mark Donegan For For Management 1b Elect Director Don R. Graber For For Management 1c Elect Director Lester L. Lyles For For Management 1d Elect Director Daniel J. Murphy For For Management 1e Elect Director Vernon E. Oechsle For For Management 1f Elect Director Ulrich Schmidt For For Management 1g Elect Director Richard L. Wambold For For Management 1h Elect Director Timothy A. Wicks For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Pro-rata Vesting of Equity Awards Against For Shareholder -------------------------------------------------------------------------------- QUALCOMM INCORPORATED Ticker: QCOM Security ID: 747525103 Meeting Date: MAR 09, 2015 Meeting Type: Annual Record Date: JAN 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Barbara T. Alexander For For Management 1b Elect Director Donald G. Cruickshank For For Management 1c Elect Director Raymond V. Dittamore For For Management 1d Elect Director Susan Hockfield For For Management 1e Elect Director Thomas W. Horton For For Management 1f Elect Director Paul E. Jacobs For For Management 1g Elect Director Sherry Lansing For For Management 1h Elect Director Harish Manwani For For Management 1i Elect Director Steven M. Mollenkopf For For Management 1j Elect Director Duane A. Nelles For For Management 1k Elect Director Clark T. 'Sandy' Randt, For For Management Jr. 1l Elect Director Francisco Ros For For Management 1m Elect Director Jonathan J. Rubinstein For For Management 1n Elect Director Brent Scowcroft For For Management 1o Elect Director Marc I. Stern For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Amend Qualified Employee Stock For For Management Purchase Plan 4 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- RAYMOND JAMES FINANCIAL, INC. Ticker: RJF Security ID: 754730109 Meeting Date: FEB 19, 2015 Meeting Type: Annual Record Date: DEC 29, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Shelley G. Broader For For Management 2 Elect Jeffrey N. Edwards For For Management 3 Elect Benjamin C. Esty For For Management 4 Elect Francis S. Godbold For For Management 5 Elect Thomas A. James For For Management 6 Elect Gordon L. Johnson For For Management 7 Elect Paul C. Reilly For For Management 8 Elect Robert P. Saltzman For Against Management 9 Elect Hardwick Simmons For For Management 10 Elect Susan N. Story For For Management 11 Advisory Vote on Executive Compensation For For Management 12 Ratification of Director Qualification For For Management Bylaw 13 Ratification of Auditor For For Management -------------------------------------------------------------------------------- ROPER TECHNOLOGIES INC Ticker: ROP Security ID: 776696106 Meeting Date: MAY 29, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.2 Elect Robert D. Johnson For For Management 1.3 Elect Robert E. Knowling, Jr. For For Management 1.4 Elect Wilbur J. Prezzano For For Management 1.5 Elect Laura G. Thatcher For For Management 1.6 Elect Richard F. Wallman For For Management 1.7 Elect Christopher Wright For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Ratification of Auditor For For Management 4 Shareholder Proposal Regarding Proxy Against For Shareholder Access -------------------------------------------------------------------------------- ROPER TECHNOLOGIES INC Ticker: ROP Security ID: 776696106 Meeting Date: MAY 29, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Amy Woods Brinkley For For Management -------------------------------------------------------------------------------- ROSS STORES, INC. Ticker: ROST Security ID: 778296103 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Michael Balmuth For For Management 2 Elect K. Gunnar Bjorklund For For Management 3 Elect Michael J. Bush For For Management 4 Elect Norman A. Ferber For Against Management 5 Elect Sharon D. Garrett For For Management 6 Elect Stephen D. Milligan For For Management 7 Elect George P. Orban For For Management 8 Elect Michael J. O'Sullivan For For Management 9 Elect Lawrence S. Peiros For For Management 10 Elect Gregory L. Quesnel For For Management 11 Elect Barbara Rentler For For Management 12 Increase of Authorized Common Stock For For Management 13 Amendment to the Employee Stock For For Management Purchase Plan 14 Advisory Vote on Executive Compensation For For Management 15 Ratification of Auditor For For Management -------------------------------------------------------------------------------- SALESFORCE.COM, INC. Ticker: CRM Security ID: 79466L302 Meeting Date: JUN 04, 2015 Meeting Type: Annual Record Date: APR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Marc R. Benioff For For Management 1b Elect Director Keith G. Block For For Management 1c Elect Director Craig A. Conway For For Management 1d Elect Director Alan G. Hassenfeld For For Management 1e Elect Director Colin L. Powell For For Management 1f Elect Director Sanford R. Robertson For For Management 1g Elect Director John V. Roos For For Management 1h Elect Director Lawrence J. Tomlinson For For Management 1i Elect Director Robin L. Washington For For Management 1j Elect Director Maynard G. Webb For For Management 1k Elect Director Susan D. Wojcicki For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Qualified Employee Stock For For Management Purchase Plan 4 Ratify Ernst & Young LLP as Auditors For For Management 5 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- SALLY BEAUTY HOLDINGS, INC. Ticker: SBH Security ID: 79546E104 Meeting Date: JAN 29, 2015 Meeting Type: Annual Record Date: DEC 01, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Katherine Button Bell For For Management 1.2 Elect Director John R. Golliher For For Management 1.3 Elect Director Robert R. McMaster For For Management 1.4 Elect Director Susan R. Mulder For For Management 1.5 Elect Director Edward W. Rabin For For Management 1.6 Elect Director Gary G. Winterhalter For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- SBA COMMUNICATIONS CORPORATION Ticker: SBAC Security ID: 78388J106 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Brian C. Carr For For Management 1b Elect Director Mary S. Chan For For Management 1c Elect Director George R. Krouse, Jr. For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Provide Proxy Access Right For For Management 5 Proxy Access Against Against Shareholder -------------------------------------------------------------------------------- SERVICENOW, INC. Ticker: NOW Security ID: 81762P102 Meeting Date: JUL 08, 2014 Meeting Type: Annual Record Date: MAY 12, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Susan L. Bostrom For For Management 1.2 Elect Director Charles H. Giancarlo For For Management 1.3 Elect Director Anita M. Sands For For Management 1.4 Elect Director William L. Strauss For For Management 2 Advisory Vote on Say on Pay Frequency One Year One Year Management 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- SERVICENOW, INC. Ticker: NOW Security ID: 81762P102 Meeting Date: JUN 10, 2015 Meeting Type: Annual Record Date: APR 21, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Douglas M. Leone For For Management 1.2 Elect Director Frederic B. Luddy For For Management 1.3 Elect Director Jeffrey A. Miller For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- SHERWIN-WILLIAMS CO. Ticker: SHW Security ID: 824348106 Meeting Date: APR 15, 2015 Meeting Type: Annual Record Date: FEB 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Arthur F. Anton For For Management 2 Elect Christopher M. Connor For For Management 3 Elect David F. Hodnik For For Management 4 Elect Thomas G. Kadien For For Management 5 Elect Richard J. Kramer For For Management 6 Elect Susan J. Kropf For For Management 7 Elect Christine A. Poon For For Management 8 Elect Richard K. Smucker For For Management 9 Elect John M. Stropki, Jr. For For Management 10 Elect Matthew Thornton For For Management 11 Advisory Vote on Executive Compensation For For Management 12 Amendment to the Equity and For For Management Performance Incentive Plan 13 Ratification of Auditor For For Management -------------------------------------------------------------------------------- SHIRE PLC Ticker: SHP Security ID: 82481R106 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: MAR 19, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Remuneration Policy For For Management 4 Re-elect Dominic Blakemore as Director For For Management 5 Re-elect William Burns as Director For For Management 6 Re-elect Dr Steven Gillis as Director For For Management 7 Re-elect Dr David Ginsburg as Director For For Management 8 Re-elect David Kappler as Director For For Management 9 Re-elect Susan Kilsby as Director For For Management 10 Re-elect Anne Minto as Director For For Management 11 Re-elect Dr Flemming Ornskov as For For Management Director 12 Reappoint Deloitte LLP as Auditors For For Management 13 Authorise the Audit, Compliance & Risk For For Management Committee to Fix Remuneration of Auditors 14 Approve Long Term Incentive Plan 2015 For For Management 15 Approve Global Employee Stock Purchase For For Management Plan 16 Authorise Issue of Equity with For For Management Pre-emptive Rights 17 Authorise Issue of Equity without For For Management Pre-emptive Rights 18 Authorise Market Purchase of Ordinary For For Management Shares 19 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- SIGNATURE BANK Ticker: SBNY Security ID: 82669G104 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: MAR 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Kathryn A. Byrne For For Management 1.2 Elect Alfonse M. D'Amato For For Management 1.3 Elect Jeffrey W. Meshel For For Management 2 Ratification of Auditor For For Management 3 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- SIMON PROPERTY GROUP, INC. Ticker: SPG Security ID: 828806109 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Melvyn E. Bergstein For For Management 1b Elect Director Larry C. Glasscock For For Management 1c Elect Director Karen N. Horn For For Management 1d Elect Director Allan Hubbard For For Management 1e Elect Director Reuben S. Leibowitz For For Management 1f Elect Director Daniel C. Smith For For Management 1g Elect Director J. Albert Smith, Jr. For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Provide Vote Counting to Exclude Against Against Shareholder Abstentions -------------------------------------------------------------------------------- SPIRIT AIRLINES INC Ticker: SAVE Security ID: 848577102 Meeting Date: JUN 16, 2015 Meeting Type: Annual Record Date: APR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Robert D. Johnson For For Management 1.2 Elect Barclay G. Jones III For For Management 1.3 Elect Dawn M. Zier For For Management 2 Ratification of Auditor For For Management 3 Advisory Vote on Executive Compensation For For Management 4 2015 Incentive Award Plan For For Management -------------------------------------------------------------------------------- SS&C TECHNOLOGIES HOLDINGS INC Ticker: SSNC Security ID: 78467J100 Meeting Date: MAR 27, 2015 Meeting Type: Special Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Increase of Authorized Common Stock For For Management -------------------------------------------------------------------------------- SS&C TECHNOLOGIES HOLDINGS INC Ticker: SSNC Security ID: 78467J100 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: APR 01, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect William A. Etherington For For Management 1.2 Elect Jonathan E. Michael For For Management 2 Ratification of Auditor For For Management -------------------------------------------------------------------------------- STARBUCKS CORPORATION Ticker: SBUX Security ID: 855244109 Meeting Date: MAR 18, 2015 Meeting Type: Annual Record Date: JAN 08, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Howard Schultz For For Management 1b Elect Director William W. Bradley For For Management 1c Elect Director Robert M. Gates For For Management 1d Elect Director Mellody Hobson For For Management 1e Elect Director Kevin R. Johnson For For Management 1f Elect Director Olden Lee For For Management 1g Elect Director Joshua Cooper Ramo For For Management 1h Elect Director James G. Shennan, Jr. For For Management 1i Elect Director Clara Shih For For Management 1j Elect Director Javier G. Teruel For For Management 1k Elect Director Myron E. Ullman, III For For Management 1l Elect Director Craig E. Weatherup For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors 4 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Sustainability 5 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- STATE STREET CORPORATION Ticker: STT Security ID: 857477103 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jose E. Almeida For For Management 1b Elect Director Kennett F. Burnes For For Management 1c Elect Director Patrick de Saint-Aignan For For Management 1d Elect Director Amelia C. Fawcett For For Management 1e Elect Director William C. Freda For For Management 1f Elect Director Linda A. Hill For For Management 1g Elect Director Joseph L. Hooley For For Management 1h Elect Director Robert S. Kaplan For For Management 1i Elect Director Richard P. Sergel For For Management 1j Elect Director Ronald L. Skates For For Management 1k Elect Director Gregory L. Summe For For Management 1l Elect Director Thomas J. Wilson For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- STERICYCLE INC. Ticker: SRCL Security ID: 858912108 Meeting Date: MAY 27, 2015 Meeting Type: Annual Record Date: MAR 30, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Mark C. Miller For For Management 2 Elect Jack W. Schuler For For Management 3 Elect Charles A. Alutto For For Management 4 Elect Lynn D. Bleil For For Management 5 Elect Thomas D. Brown For For Management 6 Elect Thomas F. Chen For For Management 7 Elect Rod F. Dammeyer For For Management 8 Elect William K. Hall For For Management 9 Elect John Patience For For Management 10 Elect Mike S. Zafirovski For For Management 11 Ratification of Auditor For For Management 12 Advisory Vote on Executive Compensation For For Management 13 Shareholder Proposal Regarding Against For Shareholder Independent Board Chairman -------------------------------------------------------------------------------- SUNCOR ENERGY INC Ticker: SU Security ID: 867224107 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: MAR 04, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mel E. Benson For For Management 1.2 Elect Director Jacynthe Cote For For Management 1.3 Elect Director Dominic D'Alessandro For For Management 1.4 Elect Director W. Douglas Ford For For Management 1.5 Elect Director John D. Gass For For Management 1.6 Elect Director John R. Huff For For Management 1.7 Elect Director Maureen McCaw For For Management 1.8 Elect Director Michael W. O'Brien For For Management 1.9 Elect Director James W. Simpson For For Management 1.10 Elect Director Eira M. Thomas For For Management 1.11 Elect Director Steven W. Williams For For Management 1.12 Elect Director Michael M. Wilson For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Amend By-laws For For Management 4 Approve Advance Notice Policy For For Management 5 Advisory Vote on Executive For For Management Compensation Approach -------------------------------------------------------------------------------- SVB FINANCIAL GROUP Ticker: SIVB Security ID: 78486Q101 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: FEB 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Greg W. Becker For For Management 1.2 Elect Eric A. Benhamou For For Management 1.3 Elect David M. Clapper For For Management 1.4 Elect Roger F. Dunbar For For Management 1.5 Elect Joel P. Friedman For For Management 1.6 Elect C. Richard Kramlich For For Management 1.7 Elect Lata Krishnan For For Management 1.8 Elect Jeffrey N. Maggioncalda For For Management 1.9 Elect Kate Mitchell For For Management 1.10 Elect John F. Robinson For For Management 1.11 Elect Garen K. Staglin For For Management 2 Ratification of Auditor For For Management 3 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- TE CONNECTIVITY LTD. Ticker: TEL Security ID: H84989104 Meeting Date: MAR 03, 2015 Meeting Type: Annual Record Date: FEB 11, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Pierre R. Brondeau For For Management 1b Elect Director Juergen W. Gromer For For Management 1c Elect Director William A. Jeffrey For For Management 1d Elect Director Thomas J. Lynch For For Management 1e Elect Director Yong Nam For For Management 1f Elect Director Daniel J. Phelan For For Management 1g Elect Director Lawrence S. Smith For For Management 1h Elect Director Paula A. Sneed For For Management 1i Elect Director David P. Steiner For For Management 1j Elect Director John C. Van Scoter For For Management 1k Elect Director Laura H. Wright For For Management 2 Elect Board Chairman Thomas J. Lynch For Against Management 3a Elect Daniel J. Phelan as Member of For For Management Management Development & Compensation Committee 3b Elect Paula A. Sneed as Member of For For Management Management Development & Compensation Committee 3c Elect David P. Steiner as Member of For For Management Management Development & Compensation Committee 3d Elect John C. Van Scoter as Member of For For Management Management Development & Compensation Committee 4 Designate Jvo Grundler as Independent For For Management Proxy 5.1 Accept Annual Report for Fiscal Year For For Management Ended September 26, 2014 5.2 Accept Statutory Financial Statements For For Management for Fiscal Year Ended September 26, 2014 5.3 Approve Consolidated Financial For For Management Statements for Fiscal Year Ended September 26, 2014 6 Approve Discharge of Board and Senior For For Management Management 7.1 Ratify Deloitte & Touche LLP as For For Management Independent Registered Public Accounting Firm for Fiscal Year Ending September 25, 2015 7.2 Ratify Deloitte AG as Swiss Registered For For Management Auditors 7.3 Ratify PricewaterhouseCoopers AG as For For Management Special Auditors 8 Amend Articles of Association Re: For For Management Implementation of Requirements Under the Swiss Ordinance Regarding Elections and Certain Other Matters 9 Amend Articles of Association Re: For For Management Implementation of the New Legal Requirements 10 Amend Articles of Association Re: Vote For For Management Standard for Shareholder Resolutions and Elections 11 Amend Articles of Association Re: For For Management Applicable Vote Standard for Contested Election of Directors, Chairperson of the Board of Directors or Members of the Compensation Committee 12 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 13 Approve the Increase in Maximum For For Management Aggregate Remuneration of Executive Management 14 Approve the Increase in Maximum For For Management Aggregate Remuneration of Board of Directors 15 Approve Allocation of Available For For Management Earnings for Fiscal Year 2014 16 Approve Declaration of Dividend For For Management 17 Renew Authorized Capital For Against Management 18 Approve Reduction of Share Capital For For Management 19 Adjourn Meeting For Against Management -------------------------------------------------------------------------------- TEVA PHARMACEUTICAL INDUSTRIES LTD. Ticker: TEVA Security ID: 881624209 Meeting Date: JUL 30, 2014 Meeting Type: Annual Record Date: JUN 23, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Reelect Dan Propper as Director for a For For Management Three Year Term 1.2 Reelect Ory Slonim as Director for a For For Management Three Year Term 2.1 Reelect Joseph Nitzani as External For For Management Director and Approve Director's Remuneration 2.2 Elect Jean-Michel Halfon as External For For Management Director and Approve Director's Remuneration 3.1 Approve Annual Cash Bonus Objectives For For Management for CEO and President, for 2014 and Onwards 3.2 Approve Grant Annual Equity Awards to For For Management CEO and President, Starting 2015 4 Approve Purchase of D&O Liability For For Management Insurance Policie 5 Reappoint Kesselman & Kesselman as For For Management Auditors 6 Discuss Financial Statements and the None None Management Report of the Board for 2013 A Vote FOR if you are a controlling None Against Management shareholder or have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager -------------------------------------------------------------------------------- TEXTRON INC. Ticker: TXT Security ID: 883203101 Meeting Date: APR 22, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Scott C. Donnelly For For Management 1.2 Elect Director Kathleen M. Bader For For Management 1.3 Elect Director R. Kerry Clark For For Management 1.4 Elect Director James T. Conway For For Management 1.5 Elect Director Ivor J. Evans For For Management 1.6 Elect Director Lawrence K. Fish For For Management 1.7 Elect Director Paul E. Gagne For For Management 1.8 Elect Director Dain M. Hancock For For Management 1.9 Elect Director Lord Powell For For Management 1.10 Elect Director Lloyd G. Trotter For For Management 1.11 Elect Director James L. Ziemer For For Management 2 Approve Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Ernst & Young LLP as Auditors For For Management 5 Require Independent Board Chairman Against Against Shareholder 6 Claw-back of Payments under Against For Shareholder Restatements -------------------------------------------------------------------------------- THE COOPER COMPANIES, INC. Ticker: COO Security ID: 216648402 Meeting Date: MAR 16, 2015 Meeting Type: Annual Record Date: JAN 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director A. Thomas Bender For For Management 1.2 Elect Director Michael H. Kalkstein For For Management 1.3 Elect Director Jody S. Lindell For For Management 1.4 Elect Director Gary S. Petersmeyer For For Management 1.5 Elect Director Steven Rosenberg For For Management 1.6 Elect Director Allan E. Rubenstein For For Management 1.7 Elect Director Robert S. Weiss For For Management 1.8 Elect Director Stanley Zinberg For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- THE ESTEE LAUDER COMPANIES INC. Ticker: EL Security ID: 518439104 Meeting Date: NOV 14, 2014 Meeting Type: Annual Record Date: SEP 15, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charlene Barshefsky For For Management 1.2 Elect Director Wei Sun Christianson For For Management 1.3 Elect Director Fabrizio Freda For For Management 1.4 Elect Director Jane Lauder For For Management 1.5 Elect Director Leonard A. Lauder For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- THE HERSHEY COMPANY Ticker: HSY Security ID: 427866108 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Pamela M. Arway For For Management 1.2 Elect Director John P. Bilbrey For For Management 1.3 Elect Director Robert F. Cavanaugh For For Management 1.4 Elect Director Charles A. Davis For For Management 1.5 Elect Director Mary Kay Haben For For Management 1.6 Elect Director Robert M. Malcolm For For Management 1.7 Elect Director James M. Mead For For Management 1.8 Elect Director James E. Nevels For For Management 1.9 Elect Director Anthony J. Palmer For For Management 1.10 Elect Director Thomas J. Ridge For For Management 1.11 Elect Director David L. Shedlarz For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- THE HOME DEPOT, INC. Ticker: HD Security ID: 437076102 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Ari Bousbib For For Management 1b Elect Director Gregory D. Brenneman For For Management 1c Elect Director J. Frank Brown For For Management 1d Elect Director Albert P. Carey For For Management 1e Elect Director Armando Codina For For Management 1f Elect Director Helena B. Foulkes For For Management 1g Elect Director Wayne M. Hewett For For Management 1h Elect Director Karen L. Katen For For Management 1i Elect Director Craig A. Menear For For Management 1j Elect Director Mark Vadon For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Require Independent Board Chairman Against Against Shareholder 5 Amend Bylaws -- Call Special Meetings Against For Shareholder -------------------------------------------------------------------------------- THE PRICELINE GROUP INC. Ticker: PCLN Security ID: 741503403 Meeting Date: JUN 04, 2015 Meeting Type: Annual Record Date: APR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Timothy M. Armstrong For For Management 1.2 Elect Director Howard W. Barker, Jr. For For Management 1.3 Elect Director Jeffery H. Boyd For For Management 1.4 Elect Director Jan L. Docter For For Management 1.5 Elect Director Jeffrey E. Epstein For For Management 1.6 Elect Director James M. Guyette For For Management 1.7 Elect Director Darren R. Huston For For Management 1.8 Elect Director Charles H. Noski For For Management 1.9 Elect Director Nancy B. Peretsman For For Management 1.10 Elect Director Thomas E. Rothman For For Management 1.11 Elect Director Craig W. Rydin For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Provide Right to Act by Written Consent Against For Shareholder 5 Adopt Proxy Access Right Against For Shareholder -------------------------------------------------------------------------------- THE PRICELINE GROUP INC. Ticker: PCLN Security ID: 741503403 Meeting Date: JUN 04, 2015 Meeting Type: Annual Record Date: APR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Timothy M. Armstrong For For Management 1.2 Elect Director Howard W. Barker, Jr. For For Management 1.3 Elect Director Jeffery H. Boyd For For Management 1.4 Elect Director Jan L. Docter For For Management 1.5 Elect Director Jeffrey E. Epstein For For Management 1.6 Elect Director James M. Guyette For For Management 1.7 Elect Director Darren R. Huston For For Management 1.8 Elect Director Charles H. Noski For For Management 1.9 Elect Director Nancy B. Peretsman For For Management 1.10 Elect Director Thomas E. Rothman For For Management 1.11 Elect Director Craig W. Rydin For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Provide Right to Act by Written Consent Against Against Shareholder 5 Adopt Proxy Access Right Against For Shareholder -------------------------------------------------------------------------------- THE TJX COMPANIES, INC. Ticker: TJX Security ID: 872540109 Meeting Date: JUN 11, 2015 Meeting Type: Annual Record Date: APR 14, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Zein Abdalla For For Management 1.2 Elect Director Jose B. Alvarez For For Management 1.3 Elect Director Alan M. Bennett For For Management 1.4 Elect Director David T. Ching For For Management 1.5 Elect Director Michael F. Hines For For Management 1.6 Elect Director Amy B. Lane For For Management 1.7 Elect Director Carol Meyrowitz For For Management 1.8 Elect Director John F. O'Brien For For Management 1.9 Elect Director Willow B. Shire For For Management 1.10 Elect Director William H. Swanson For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- THE WALT DISNEY COMPANY Ticker: DIS Security ID: 254687106 Meeting Date: MAR 12, 2015 Meeting Type: Annual Record Date: JAN 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Susan E. Arnold For For Management 1b Elect Director John S. Chen For For Management 1c Elect Director Jack Dorsey For For Management 1d Elect Director Robert A. Iger For For Management 1e Elect Director Fred H. Langhammer For For Management 1f Elect Director Aylwin B. Lewis For For Management 1g Elect Director Monica C. Lozano For For Management 1h Elect Director Robert W. Matschullat For For Management 1i Elect Director Sheryl K. Sandberg For For Management 1j Elect Director Orin C. Smith For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Require Independent Board Chairman Against For Shareholder 5 Pro-rata Vesting of Equity Awards Against For Shareholder -------------------------------------------------------------------------------- THE WILLIAMS COMPANIES, INC. Ticker: WMB Security ID: 969457100 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan S. Armstrong For For Management 1.2 Elect Director Joseph R. Cleveland For For Management 1.3 Elect Director Kathleen B. Cooper For For Management 1.4 Elect Director John A. Hagg For For Management 1.5 Elect Director Juanita H. Hinshaw For For Management 1.6 Elect Director Ralph Izzo For For Management 1.7 Elect Director Frank T. MacInnis For For Management 1.8 Elect Director Eric W. Mandelblatt For For Management 1.9 Elect Director Keith A. Meister For For Management 1.10 Elect Director Steven W. Nance For For Management 1.11 Elect Director Murray D. Smith For For Management 1.12 Elect Director Janice D. Stoney For For Management 1.13 Elect Director Laura A. Sugg For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- THERMO FISHER SCIENTIFIC INC. Ticker: TMO Security ID: 883556102 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Marc N. Casper For For Management 1b Elect Director Nelson J. Chai For For Management 1c Elect Director C. Martin Harris For For Management 1d Elect Director Tyler Jacks For For Management 1e Elect Director Judy C. Lewent For For Management 1f Elect Director Thomas J. Lynch For For Management 1g Elect Director Jim P. Manzi For For Management 1h Elect Director William G. Parrett For For Management 1i Elect Director Lars R. Sorensen For For Management 1j Elect Director Scott M. Sperling For For Management 1k Elect Director Elaine S. Ullian For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- TIME WARNER INC. Ticker: TWX Security ID: 887317303 Meeting Date: JUN 19, 2015 Meeting Type: Annual Record Date: APR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director James L. Barksdale For For Management 1b Elect Director William P. Barr For For Management 1c Elect Director Jeffrey L. Bewkes For For Management 1d Elect Director Stephen F. Bollenbach For For Management 1e Elect Director Robert C. Clark For For Management 1f Elect Director Mathias Dopfner For For Management 1g Elect Director Jessica P. Einhorn For For Management 1h Elect Director Carlos M. Gutierrez For For Management 1i Elect Director Fred Hassan For For Management 1j Elect Director Kenneth J. Novack For For Management 1k Elect Director Paul D. Wachter For For Management 1l Elect Director Deborah C. Wright For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Provide Right to Act by Written Consent Against For Shareholder 5 Board Oversight of Tobacco Use Against Against Shareholder Depicted in Products 6 Adopt Quantitative GHG Goals for Against For Shareholder Operations -------------------------------------------------------------------------------- TRIPADVISOR, INC. Ticker: TRIP Security ID: 896945201 Meeting Date: JUN 18, 2015 Meeting Type: Annual Record Date: APR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gregory B. Maffei For For Management 1.2 Elect Director Stephen Kaufer For For Management 1.3 Elect Director Jonathan F. Miller For For Management 1.4 Elect Director Dipchand (Deep) Nishar For For Management 1.5 Elect Director Jeremy Philips For For Management 1.6 Elect Director Spencer M. Rascoff For For Management 1.7 Elect Director Christopher W. Shean For For Management 1.8 Elect Director Sukhinder Singh Cassidy For For Management 1.9 Elect Director Robert S. Wiesenthal For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- TYCO INTERNATIONAL LTD. Ticker: TYC Security ID: H89128104 Meeting Date: SEP 09, 2014 Meeting Type: Special Record Date: JUL 25, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Change Jurisdiction of Incorporation For For Management [from Switzerland to Ireland] 2 Approve Creation of Distributable For For Management Reserves -------------------------------------------------------------------------------- U.S. SILICA HOLDINGS INC Ticker: SLCA Security ID: 90346E103 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Daniel Avramovich For For Management 1.2 Elect Peter Bernard For For Management 1.3 Elect William J. Kacal For For Management 1.4 Elect Charles Shaver For For Management 1.5 Elect Bryan A. Shinn For For Management 1.6 Elect J. Michael Stice For For Management 2 Ratification of Auditor For For Management 3 Advisory Vote on Executive Compensation For For Management 4 Amendments to the 2011 Incentive For For Management Compensation Plan 5 Adoption of Majority Voting for For For Management Election of Directors 6 Technical Amendments to the Company's For For Management Certificate -------------------------------------------------------------------------------- UNDER ARMOUR, INC. Ticker: UA Security ID: 904311107 Meeting Date: APR 29, 2015 Meeting Type: Annual Record Date: FEB 25, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kevin A. Plank For For Management 1.2 Elect Director Byron K. Adams, Jr. For For Management 1.3 Elect Director George W. Bodenheimer For For Management 1.4 Elect Director Douglas E. Coltharp For For Management 1.5 Elect Director Anthony W. Deering For For Management 1.6 Elect Director Karen W. Katz For For Management 1.7 Elect Director A.B. Krongard For For Management 1.8 Elect Director William R. McDermott For For Management 1.9 Elect Director Eric T. Olson For For Management 1.10 Elect Director Harvey L. Sanders For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For Against Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- UNION PACIFIC CORPORATION Ticker: UNP Security ID: 907818108 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Andrew H. Card, Jr. For For Management 1.2 Elect Director Erroll B. Davis, Jr. For For Management 1.3 Elect Director David B. Dillon For For Management 1.4 Elect Director Lance M. Fritz For For Management 1.5 Elect Director Judith Richards Hope For For Management 1.6 Elect Director John J. Koraleski For For Management 1.7 Elect Director Charles C. Krulak For For Management 1.8 Elect Director Michael R. McCarthy For For Management 1.9 Elect Director Michael W. McConnell For For Management 1.10 Elect Director Thomas F. McLarty, III For For Management 1.11 Elect Director Steven R. Rogel For For Management 1.12 Elect Director Jose H. Villarreal For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Stock Retention/Holding Period Against For Shareholder 5 Require Independent Board Chairman Against For Shareholder -------------------------------------------------------------------------------- UNITED CONTINENTAL HOLDINGS, INC. Ticker: UAL Security ID: 910047109 Meeting Date: JUN 10, 2015 Meeting Type: Annual Record Date: APR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carolyn Corvi For For Management 1.2 Elect Director Jane C. Garvey For For Management 1.3 Elect Director Walter Isaacson For For Management 1.4 Elect Director Henry L. Meyer, III For For Management 1.5 Elect Director Oscar Munoz For For Management 1.6 Elect Director William R. Nuti For For Management 1.7 Elect Director Laurence E. Simmons For For Management 1.8 Elect Director Jeffery A. Smisek For For Management 1.9 Elect Director David J. Vitale For For Management 1.10 Elect Director John H. Walker For For Management 1.11 Elect Director Charles A. Yamarone For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- UNITED NATURAL FOODS INC. Ticker: UNFI Security ID: 911163103 Meeting Date: DEC 17, 2014 Meeting Type: Annual Record Date: OCT 20, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Ann Torre Bates For For Management 2 Elect Michael S. Funk For For Management 3 Elect Gail A. Graham For For Management 4 Elect James P. Heffernan For For Management 5 Elect Steven L. Spinner For For Management 6 Ratification of Auditor For For Management 7 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- UNITED NATURAL FOODS INC. Ticker: UNFI Security ID: 911163103 Meeting Date: DEC 17, 2014 Meeting Type: Annual Record Date: OCT 20, 2014 # Proposal Mgt Rec Vote Cast Sponsor 8 Eliminate Supermajority Vote For For Management Requirements from Certificate of Incorporation and Bylaws 9 Amend Certificate of Incorporation and For For Management Bylaws to Allow Shareholders to Call a Special Meeting 10 Shareholder Proposal Regarding Against Against Shareholder Compensation in the Event of a Change in Control 11 Shareholder Proposal Regarding Pay Against Against Shareholder Ratios and Capping Executive Compensation -------------------------------------------------------------------------------- UNIVERSAL HEALTH SERVICES, INC. Ticker: UHS Security ID: 913903100 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 26, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Amended 2005 Stock Incentive Plan For For Management 2 Amended 2010 Employee Restricted Stock For For Management Purchase Plan 3 Approval of the Material Terms of For For Management Performance Goals Under 2010 Executive Incentive Plan 4 Ratification of Auditor For For Management 5 Shareholder Proposal Regarding Against For Shareholder Recapitalization -------------------------------------------------------------------------------- VALEANT PHARMACEUTICALS INTERNATIONAL, INC. Ticker: VRX Security ID: 91911K102 Meeting Date: MAY 19, 2015 Meeting Type: Annual Record Date: MAR 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Ronald H. Farmer For For Management 1b Elect Director Colleen A. Goggins For For Management 1c Elect Director Robert A. Ingram For For Management 1d Elect Director Anders O. Lonner For For Management 1e Elect Director Theo Melas-Kyriazi For For Management 1f Elect Director J. Michael Pearson For For Management 1g Elect Director Robert N. Power For For Management 1h Elect Director Norma A. Provencio For For Management 1i Elect Director Howard B. Schiller For For Management 1j Elect Director Katharine B. Stevenson For For Management 1k Elect Director Jeffrey W. Ubben For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- VALERO ENERGY CORPORATION Ticker: VLO Security ID: 91913Y100 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: MAR 03, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1a Elect Director Jerry D. Choate For For Management 1.1b Elect Director Joseph W. Gorder For For Management 1.1c Elect Director Deborah P. Majoras For For Management 1.1d Elect Director Donald L. Nickles For For Management 1.1e Elect Director Philip J. Pfeiffer For For Management 1.1f Elect Director Robert A. Profusek For For Management 1.1g Elect Director Susan Kaufman Purcell For For Management 1.1h Elect Director Stephen M. Waters For For Management 1.1i Elect Director Randall J. Weisenburger For For Management 1.1j Elect Director Rayford Wilkins, Jr. For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Adopt Quantitative GHG Goals for Against For Shareholder Products and Operations -------------------------------------------------------------------------------- VANTIV INC Ticker: VNTV Security ID: 92210H105 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: MAR 03, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Charles Drucker For For Management 1.2 Elect David M. Mussafer For For Management 1.3 Elect Jeffrey E. Stiefler For For Management 1.4 Elect Greg Carmichael For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Employee Stock Purchase Plan For For Management 4 Annual Incentive Compensation Plan For For Management 5 Ratification of Auditor For For Management -------------------------------------------------------------------------------- VERIZON COMMUNICATIONS INC. Ticker: VZ Security ID: 92343V104 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Shellye L. Archambeau For For Management 1.2 Elect Director Mark T. Bertolini For For Management 1.3 Elect Director Richard L. Carrion For For Management 1.4 Elect Director Melanie L. Healey For For Management 1.5 Elect Director M. Frances Keeth For For Management 1.6 Elect Director Lowell C. McAdam For For Management 1.7 Elect Director Donald T. Nicolaisen For For Management 1.8 Elect Director Clarence Otis, Jr. For For Management 1.9 Elect Director Rodney E. Slater For For Management 1.10 Elect Director Kathryn A. Tesija For For Management 1.11 Elect Director Gregory D. Wasson For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Report on Net Neutrality Against For Shareholder 5 Report on Indirect Political Against For Shareholder Contributions 6 Submit Severance Agreement Against For Shareholder (Change-in-Control) to Shareholder Vote 7 Stock Retention/Holding Period Against For Shareholder 8 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- VF CORP. Ticker: VFC Security ID: 918204108 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: MAR 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Richard T. Carucci For For Management 1.2 Elect Juliana L. Chugg For For Management 1.3 Elect Juan E. de Bedout For For Management 1.4 Elect Mark S. Hoplamazian For For Management 1.5 Elect Robert J. Hurst For For Management 1.6 Elect Laura W. Lang For For Management 1.7 Elect W. Alan McCollough For For Management 1.8 Elect Clarence Otis, Jr. For For Management 1.9 Elect Matthew J. Shattock For For Management 1.10 Elect Raymond G. Viault For For Management 1.11 Elect Eric C. Wiseman For For Management 2 Amendment to the 1996 Stock For For Management Compensation Plan 3 Advisory Vote on Executive Compensation For For Management 4 Ratification of Auditor For For Management -------------------------------------------------------------------------------- VF CORPORATION Ticker: VFC Security ID: 918204108 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: MAR 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard T. Carucci For For Management 1.2 Elect Director Juliana L. Chugg For For Management 1.3 Elect Director Juan Ernesto de Bedout For For Management 1.4 Elect Director Mark S. Hoplamazian For For Management 1.5 Elect Director Robert J. Hurst For For Management 1.6 Elect Director Laura W. Lang For For Management 1.7 Elect Director W. Alan McCollough For For Management 1.8 Elect Director Clarence Otis, Jr. For For Management 1.9 Elect Director Matthew J. Shattock For For Management 1.10 Elect Director Raymond G. Viault For For Management 1.11 Elect Director Eric C. Wiseman For For Management 2 Amend Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- VISA INC. Ticker: V Security ID: 92826C839 Meeting Date: JAN 28, 2015 Meeting Type: Annual Record Date: DEC 01, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Mary B. Cranston For For Management 1b Elect Director Francisco Javier For For Management Fernandez-Carbajal 1c Elect Director Alfred F. Kelly, Jr. For For Management 1d Elect Director Robert W. Matschullat For For Management 1e Elect Director Cathy E. Minehan For For Management 1f Elect Director Suzanne Nora Johnson For For Management 1g Elect Director David J. Pang For For Management 1h Elect Director Charles W. Scharf For For Management 1i Elect Director William S. Shanahan For For Management 1j Elect Director John A. C. Swainson For For Management 1k Elect Director Maynard G. Webb, Jr. For For Management 2 Approve Amendments to the Certificate For For Management of Incorporation to Facilitate Stock Splits 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Qualified Employee Stock For For Management Purchase Plan 5a Remove Supermajority Vote Requirement For For Management for Exiting Core Payment Business 5b Remove Supermajority Vote Requirement For For Management for Future Amendments to Certain Sections of Company's Certificate of Incorporation 5c Remove Supermajority Vote Requirement For For Management for Approval of Exceptions to Transfer Certifications 5d Remove Supermajority Vote Requirement For For Management for Removal of Directors 5e Remove Supermajority Vote Requirement For For Management for Future Amendments to the Advance Notice Provision in the Bylaws 6 Ratify Auditors For For Management -------------------------------------------------------------------------------- WABTEC CORP. Ticker: WAB Security ID: 929740108 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: MAR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Brian P. Hehir For For Management 1.2 Elect Michael W. D. Howell For For Management 1.3 Elect Nickolas W. Vande Steeg For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Ratification of Auditor For For Management -------------------------------------------------------------------------------- WALGREEN CO. Ticker: WAG Security ID: 931422109 Meeting Date: DEC 29, 2014 Meeting Type: Special Record Date: NOV 17, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Issue Shares in Connection with For For Management Acquisition 3 Adjourn Meeting For For Management -------------------------------------------------------------------------------- WALGREENS BOOTS ALLIANCE, INC. Ticker: WBA Security ID: 931427108 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: MAR 30, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Janice M. Babiak For For Management 1b Elect Director David J. Brailer For For Management 1c Elect Director Steven A. Davis For For Management 1d Elect Director William C. Foote For For Management 1e Elect Director Ginger L. Graham For For Management 1f Elect Director John A. Lederer For For Management 1g Elect Director Dominic P. Murphy For For Management 1h Elect Director Stefano Pessina For For Management 1i Elect Director Barry Rosenstein For For Management 1j Elect Director Leonard D. Schaeffer For For Management 1k Elect Director Nancy M. Schlichting For For Management 1l Elect Director James A. Skinner For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors 4 Stock Retention Against Against Shareholder 5 Pro-rata Vesting of Equity Awards Against Against Shareholder 6 Adopt Proxy Access Right Against Against Shareholder 7 Include Sustainability as a Against Against Shareholder Performance Measure for Senior Executive Compensation -------------------------------------------------------------------------------- WHIRLPOOL CORPORATION Ticker: WHR Security ID: 963320106 Meeting Date: APR 21, 2015 Meeting Type: Annual Record Date: FEB 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Samuel R. Allen For For Management 1b Elect Director Gary T. DiCamillo For For Management 1c Elect Director Diane M. Dietz For For Management 1d Elect Director Gerri T. Elliott For For Management 1e Elect Director Jeff M. Fettig For For Management 1f Elect Director Michael F. Johnston For For Management 1g Elect Director John D. Liu For For Management 1h Elect Director Harish Manwani For For Management 1i Elect Director William D. Perez For For Management 1j Elect Director Michael A. Todman For For Management 1k Elect Director Michael D. White For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- WISDOMTREE INVESTMENTS, INC. Ticker: WETF Security ID: 97717P104 Meeting Date: JUN 24, 2015 Meeting Type: Annual Record Date: APR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Anthony Bossone For For Management 1.2 Elect Bruce Lavine For For Management 1.3 Elect Michael Steinhardt For For Management 2 Ratification of Auditor For For Management 3 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- WORKDAY, INC. Ticker: WDAY Security ID: 98138H101 Meeting Date: JUN 03, 2015 Meeting Type: Annual Record Date: APR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Aneel Bhusri For For Management 1.2 Elect Director David A. Duffield For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- WYNN RESORTS, LIMITED Ticker: WYNN Security ID: 983134107 Meeting Date: APR 24, 2015 Meeting Type: Proxy Contest Record Date: MAR 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor Management Proxy (White Card) None 1.1 Elect Director John J. Hagenbuch For For Management 1.2 Elect Director J. Edward Virtue For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Amend Articles of Incorporation to For For Management Provide the Company with Additional Flexibility in Making Distribution to its Shareholders 4 Report on Political Contributions Against Against Shareholder # Proposal Diss Rec Vote Cast Sponsor Dissident Proxy (Gold Card) None 1.1 Elect Directors Elaine P. Wynn For Did Not Vote Shareholder 1.2 Elect Directors J. Edward Virtue For Did Not Vote Shareholder 2 Ratify Ernst & Young LLP as Auditors For Did Not Vote Management 3 Amend Articles of Incorporation to For Did Not Vote Management Provide the Company with Additional Flexibility in Making Distribution to its Shareholders 4 Report on Political Contributions Against Did Not Vote Shareholder -------------------------------------------------------------------------------- XILINX, INC. Ticker: XLNX Security ID: 983919101 Meeting Date: AUG 13, 2014 Meeting Type: Annual Record Date: JUN 16, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Philip T. Gianos For For Management 2 Elect Moshe N. Gavrielov For For Management 3 Elect John L. Doyle For For Management 4 Elect William G. Howard, Jr. For For Management 5 Elect J. Michael Patterson For For Management 6 Elect Albert A. Pimentel For For Management 7 Elect Marshall C. Turner, Jr. For For Management 8 Elect Elizabeth W. Vanderslice For For Management 9 Amendment to the 1990 Employee For For Management Qualified Stock Purchase Plan 10 Amendment to the 2007 Equity Incentive For For Management Plan 11 Advisory Vote on Executive Compensation For For Management 12 Ratification of Auditor For For Management -------------------------------------------------------------------------------- YELP INC Ticker: YELP Security ID: 985817105 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Geoff Donaker For For Management 1.2 Elect Robert Gibbs For For Management 1.3 Elect Jeremy Stoppelman For For Management 2 Ratification of Auditor For Against Management 3 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- YELP INC. Ticker: YELP Security ID: 985817105 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Geoff Donaker For For Management 1.2 Elect Director Robert Gibbs For For Management 1.3 Elect Director Jeremy Stoppelman For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- YUM! BRANDS, INC. Ticker: YUM Security ID: 988498101 Meeting Date: MAY 01, 2015 Meeting Type: Annual Record Date: MAR 03, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1a Elect Director Michael J. Cavanagh For For Management 1.1b Elect Director Greg Creed For For Management 1.1c Elect Director David W. Dorman For For Management 1.1d Elect Director Massimo Ferragamo For For Management 1.1e Elect Director Mirian M. Graddick-Weir For For Management 1.1f Elect Director Jonathan S. Linen For For Management 1.1g Elect Director Thomas C. Nelson For For Management 1.1h Elect Director David C. Novak For For Management 1.1i Elect Director Thomas M. Ryan For For Management 1.1j Elect Director Elane B. Stock For For Management 1.1k Elect Director Jing-Shyh S. Su For For Management 1.1l Elect Director Robert D. Walter For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Pro-rata Vesting of Equity Awards Against For Shareholder -------------------------------------------------------------------------------- ZOETIS INC. Ticker: ZTS Security ID: 98978V103 Meeting Date: MAY 01, 2015 Meeting Type: Annual Record Date: MAR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sanjay Khosla For For Management 1.2 Elect Director Willie M. Reed For For Management 1.3 Elect Director William C. Steere, Jr. For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management =============== Consulting Group Capital Markets Funds - Large ================ =============== Capitalization Value Equity Investments ================ AARON'S INC. Ticker: AAN Security ID: 2535300 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAR 26, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 ELECTION OF DIRECTOR: MATTHEW E. AVRIL For For Management 1.2 ELECTION OF DIRECTOR: LEO BENATAR For For Management 1.3 ELECTION OF DIRECTOR: KATHY T. BETTY For For Management 1.4 ELECTION OF DIRECTOR: BRIAN R. KAHN For For Management 1.5 ELECTION OF DIRECTOR: H. EUGENE For For Management LOCKHART 1.6 ELECTION OF DIRECTOR: JOHN W. ROBINSON For For Management III 1.7 ELECTION OF DIRECTOR: RAY M. ROBINSON For For Management 2 APPROVAL OF A NON-BINDING RESOLUTION For No Management TO APPROVE THE COMPANY'S EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 ADOPT AND APPROVE THE AARON'S, INC. For For Management 2015 EQUITY AND INCENTIVE PLAN. 1.1 ELECTION OF DIRECTOR: MATTHEW E. AVRIL For For Management 1.2 ELECTION OF DIRECTOR: LEO BENATAR For For Management 1.3 ELECTION OF DIRECTOR: KATHY T. BETTY For For Management 1.4 ELECTION OF DIRECTOR: BRIAN R. KAHN For For Management 1.5 ELECTION OF DIRECTOR: H. EUGENE For For Management LOCKHART 1.6 ELECTION OF DIRECTOR: JOHN W. ROBINSON For For Management III 1.7 ELECTION OF DIRECTOR: RAY M. ROBINSON For For Management 2 APPROVAL OF A NON-BINDING RESOLUTION For No Management TO APPROVE THE COMPANY'S EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 ADOPT AND APPROVE THE AARON'S, INC. For For Management 2015 EQUITY AND INCENTIVE PLAN. 1.1 ELECTION OF DIRECTOR: MATTHEW E. AVRIL For For Management 1.2 ELECTION OF DIRECTOR: LEO BENATAR For For Management 1.3 ELECTION OF DIRECTOR: KATHY T. BETTY For For Management 1.4 ELECTION OF DIRECTOR: BRIAN R. KAHN For For Management 1.5 ELECTION OF DIRECTOR: H. EUGENE For For Management LOCKHART 1.6 ELECTION OF DIRECTOR: JOHN W. ROBINSON For For Management III 1.7 ELECTION OF DIRECTOR: RAY M. ROBINSON For For Management 2 APPROVAL OF A NON-BINDING RESOLUTION For No Management TO APPROVE THE COMPANY'S EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 ADOPT AND APPROVE THE AARON'S, INC. For For Management 2015 EQUITY AND INCENTIVE PLAN. 1.1 ELECTION OF DIRECTOR: MATTHEW E. AVRIL For For Management 1.2 ELECTION OF DIRECTOR: LEO BENATAR For For Management 1.3 ELECTION OF DIRECTOR: KATHY T. BETTY For For Management 1.4 ELECTION OF DIRECTOR: BRIAN R. KAHN For For Management 1.5 ELECTION OF DIRECTOR: H. EUGENE For For Management LOCKHART 1.6 ELECTION OF DIRECTOR: JOHN W. ROBINSON For For Management III 1.7 ELECTION OF DIRECTOR: RAY M. ROBINSON For For Management 2 APPROVAL OF A NON-BINDING RESOLUTION For No Management TO APPROVE THE COMPANY'S EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 ADOPT AND APPROVE THE AARON'S, INC. For For Management 2015 EQUITY AND INCENTIVE PLAN. 1.1 ELECTION OF DIRECTOR: MATTHEW E. AVRIL For For Management 1.2 ELECTION OF DIRECTOR: LEO BENATAR For For Management 1.3 ELECTION OF DIRECTOR: KATHY T. BETTY For For Management 1.4 ELECTION OF DIRECTOR: BRIAN R. KAHN For For Management 1.5 ELECTION OF DIRECTOR: H. EUGENE For For Management LOCKHART 1.6 ELECTION OF DIRECTOR: JOHN W. ROBINSON For For Management III 1.7 ELECTION OF DIRECTOR: RAY M. ROBINSON For For Management 2 APPROVAL OF A NON-BINDING RESOLUTION For No Management TO APPROVE THE COMPANY'S EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 ADOPT AND APPROVE THE AARON'S, INC. For For Management 2015 EQUITY AND INCENTIVE PLAN. 1.1 ELECTION OF DIRECTOR: MATTHEW E. AVRIL For For Management 1.2 ELECTION OF DIRECTOR: LEO BENATAR For For Management 1.3 ELECTION OF DIRECTOR: KATHY T. BETTY For For Management 1.4 ELECTION OF DIRECTOR: BRIAN R. KAHN For For Management 1.5 ELECTION OF DIRECTOR: H. EUGENE For For Management LOCKHART 1.6 ELECTION OF DIRECTOR: JOHN W. ROBINSON For For Management III 1.7 ELECTION OF DIRECTOR: RAY M. ROBINSON For For Management 2 APPROVAL OF A NON-BINDING RESOLUTION For No Management TO APPROVE THE COMPANY'S EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 ADOPT AND APPROVE THE AARON'S, INC. For For Management 2015 EQUITY AND INCENTIVE PLAN. -------------------------------------------------------------------------------- ABBOTT LABORATORIES Ticker: ABT Security ID: 002824100 Meeting Date: APR 24, 2015 Meeting Type: Annual Record Date: FEB 25, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1..1 DIRECTOR-R.J. ALPERN For For Management 1..2 DIRECTOR-R.S. AUSTIN For For Management 1..3 DIRECTOR-S.E. BLOUNT For For Management 1..4 DIRECTOR-W.J. FARRELL For For Management 1..5 DIRECTOR-E.M. LIDDY For For Management 1..6 DIRECTOR-N. MCKINSTRY For For Management 1..7 DIRECTOR-P.N. NOVAKOVIC For For Management 1..8 DIRECTOR-W.A. OSBORN For For Management 1..9 DIRECTOR-S.C. SCOTT III For For Management 1..10 DIRECTOR-G.F. TILTON For For Management 1..11 DIRECTOR-M.D. WHITE For For Management 2. RATIFICATION OF ERNST & YOUNG LLP AS For For Management AUDITORS 3. SAY ON PAY - AN ADVISORY VOTE TO For For Management APPROVE EXECUTIVE COMPENSATION 4. SHAREHOLDER PROPOSAL - GENETICALLY Unknown Abstain Shareholder MODIFIED INGREDIENTS 5. SHAREHOLDER PROPOSAL - INDEPENDENT Against Against Shareholder BOARD CHAIRMAN -------------------------------------------------------------------------------- ABBVIE INC. Ticker: ABBV Security ID: 00287Y109 Meeting Date: MAY 08, 2015 Meeting Type: Annual Record Date: MAR 11, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF ERNST & YOUNG LLP AS For For Management ABBVIE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF ERNST & YOUNG LLP AS For For Management ABBVIE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF ERNST & YOUNG LLP AS For For Management ABBVIE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF ERNST & YOUNG LLP AS For For Management ABBVIE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. -------------------------------------------------------------------------------- ABBVIE INC. Ticker: ABBV Security ID: 00287Y109 Meeting Date: MAY 08, 2015 Meeting Type: Annual Record Date: MAR 11, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1..1 DIRECTOR-ROXANNE S. AUSTIN For For Management 1..2 DIRECTOR-RICHARD A. GONZALEZ For For Management 1..3 DIRECTOR-GLENN F. TILTON For For Management 2. RATIFICATION OF ERNST & YOUNG LLP AS For For Management ABBVIE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3. SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. -------------------------------------------------------------------------------- ACCENTURE PLC Ticker: ACN Security ID: G1151C101 Meeting Date: FEB 04, 2015 Meeting Type: Annual Record Date: DEC 09, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1A. RE-APPOINTMENT OF DIRECTOR: JAIME For For Management ARDILA 1B. RE-APPOINTMENT OF DIRECTOR: DINA DUBLON For For Management 1C. RE-APPOINTMENT OF DIRECTOR: CHARLES H. For For Management GIANCARLO 1D. RE-APPOINTMENT OF DIRECTOR: WILLIAM L. For For Management KIMSEY 1E. RE-APPOINTMENT OF DIRECTOR: MARJORIE For For Management MAGNER 1F. RE-APPOINTMENT OF DIRECTOR: BLYTHE J. For For Management MCGARVIE 1G. RE-APPOINTMENT OF DIRECTOR: PIERRE For For Management NANTERME 1H. RE-APPOINTMENT OF DIRECTOR: GILLES C. For For Management PELISSON 1I. RE-APPOINTMENT OF DIRECTOR: PAULA A. For For Management PRICE 1J. RE-APPOINTMENT OF DIRECTOR: WULF VON For No Management SCHIMMELMANN 1K. RE-APPOINTMENT OF DIRECTOR: FRANK K. For For Management TANG 2 TO APPROVE, IN A NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO RATIFY, IN A NON-BINDING VOTE, THE For No Management APPOINTMENT OF KPMG LLP (KPMG") AS THE INDEPENDENT AUDITORS OF ACCENTURE AND TO AUTHORIZE 4 TO GRANT THE BOARD OF DIRECTORS THE For For Management AUTHORITY TO ISSUE SHARES UNDER IRISH LAW. 5 TO GRANT THE BOARD OF DIRECTORS THE For For Management AUTHORITY TO OPT-OUT OF STATUTORY PRE-EMPTION RIGHTS UNDER IRISH LAW. 6 TO AUTHORIZE HOLDING THE 2016 ANNUAL For For Management GENERAL MEETING OF SHAREHOLDERS OF ACCENTURE AT A LOCATION OUTSIDE OF IRELAND. 7 TO AUTHORIZE ACCENTURE AND ITS For For Management SUBSIDIARIES TO MAKE OPEN-MARKET PURCHASES OF ACCENTURE CLASS A ORDINARY SHARES UNDER IRISH LAW. 8 TO DETERMINE THE PRICE RANGE AT WHICH For For Management ACCENTURE CAN RE-ISSUE SHARES THAT IT ACQUIRES AS TREASURY SHARES UNDER IRISH LAW. 1A. RE-APPOINTMENT OF DIRECTOR: JAIME For For Management ARDILA 1B. RE-APPOINTMENT OF DIRECTOR: DINA DUBLON For For Management 1C. RE-APPOINTMENT OF DIRECTOR: CHARLES H. For For Management GIANCARLO 1D. RE-APPOINTMENT OF DIRECTOR: WILLIAM L. For For Management KIMSEY 1E. RE-APPOINTMENT OF DIRECTOR: MARJORIE For For Management MAGNER 1F. RE-APPOINTMENT OF DIRECTOR: BLYTHE J. For For Management MCGARVIE 1G. RE-APPOINTMENT OF DIRECTOR: PIERRE For For Management NANTERME 1H. RE-APPOINTMENT OF DIRECTOR: GILLES C. For For Management PELISSON 1I. RE-APPOINTMENT OF DIRECTOR: PAULA A. For For Management PRICE 1J. RE-APPOINTMENT OF DIRECTOR: WULF VON For No Management SCHIMMELMANN 1K. RE-APPOINTMENT OF DIRECTOR: FRANK K. For For Management TANG 2 TO APPROVE, IN A NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO RATIFY, IN A NON-BINDING VOTE, THE For No Management APPOINTMENT OF KPMG LLP (KPMG") AS THE INDEPENDENT AUDITORS OF ACCENTURE AND TO AUTHORIZE 4 TO GRANT THE BOARD OF DIRECTORS THE For For Management AUTHORITY TO ISSUE SHARES UNDER IRISH LAW. 5 TO GRANT THE BOARD OF DIRECTORS THE For For Management AUTHORITY TO OPT-OUT OF STATUTORY PRE-EMPTION RIGHTS UNDER IRISH LAW. 6 TO AUTHORIZE HOLDING THE 2016 ANNUAL For For Management GENERAL MEETING OF SHAREHOLDERS OF ACCENTURE AT A LOCATION OUTSIDE OF IRELAND. 7 TO AUTHORIZE ACCENTURE AND ITS For For Management SUBSIDIARIES TO MAKE OPEN-MARKET PURCHASES OF ACCENTURE CLASS A ORDINARY SHARES UNDER IRISH LAW. 8 TO DETERMINE THE PRICE RANGE AT WHICH For For Management ACCENTURE CAN RE-ISSUE SHARES THAT IT ACQUIRES AS TREASURY SHARES UNDER IRISH LAW. 1A. RE-APPOINTMENT OF DIRECTOR: JAIME For For Management ARDILA 1B. RE-APPOINTMENT OF DIRECTOR: DINA DUBLON For For Management 1C. RE-APPOINTMENT OF DIRECTOR: CHARLES H. For For Management GIANCARLO 1D. RE-APPOINTMENT OF DIRECTOR: WILLIAM L. For For Management KIMSEY 1E. RE-APPOINTMENT OF DIRECTOR: MARJORIE For For Management MAGNER 1F. RE-APPOINTMENT OF DIRECTOR: BLYTHE J. For For Management MCGARVIE 1G. RE-APPOINTMENT OF DIRECTOR: PIERRE For For Management NANTERME 1H. RE-APPOINTMENT OF DIRECTOR: GILLES C. For For Management PELISSON 1I. RE-APPOINTMENT OF DIRECTOR: PAULA A. For For Management PRICE 1J. RE-APPOINTMENT OF DIRECTOR: WULF VON For No Management SCHIMMELMANN 1K. RE-APPOINTMENT OF DIRECTOR: FRANK K. For For Management TANG 2 TO APPROVE, IN A NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO RATIFY, IN A NON-BINDING VOTE, THE For No Management APPOINTMENT OF KPMG LLP (KPMG") AS THE INDEPENDENT AUDITORS OF ACCENTURE AND TO AUTHORIZE 4 TO GRANT THE BOARD OF DIRECTORS THE For For Management AUTHORITY TO ISSUE SHARES UNDER IRISH LAW. 5 TO GRANT THE BOARD OF DIRECTORS THE For For Management AUTHORITY TO OPT-OUT OF STATUTORY PRE-EMPTION RIGHTS UNDER IRISH LAW. 6 TO AUTHORIZE HOLDING THE 2016 ANNUAL For For Management GENERAL MEETING OF SHAREHOLDERS OF ACCENTURE AT A LOCATION OUTSIDE OF IRELAND. 7 TO AUTHORIZE ACCENTURE AND ITS For For Management SUBSIDIARIES TO MAKE OPEN-MARKET PURCHASES OF ACCENTURE CLASS A ORDINARY SHARES UNDER IRISH LAW. 8 TO DETERMINE THE PRICE RANGE AT WHICH For For Management ACCENTURE CAN RE-ISSUE SHARES THAT IT ACQUIRES AS TREASURY SHARES UNDER IRISH LAW. -------------------------------------------------------------------------------- ACE LIMITED Ticker: ACE Security ID: H0023R105 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVAL OF THE ANNUAL REPORT, For For Management STANDALONE FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENTS OF ACE LIMITED FOR THE YEAR ENDED DECEMBER 31, 2014 2A ALLOCATION OF DISPOSABLE PROFIT For For Management 2B DISTRIBUTION OF A DIVIDEND OUT OF For For Management LEGAL RESERVES (BY WAY OF RELEASE AND ALLOCATION TO A DIVIDEND RESERVE) 3 DISCHARGE OF THE BOARD OF DIRECTORS For For Management 4A ELECTION OF PRICEWATERHOUSECOOPERS AG For For Management (ZURICH) AS OUR STATUTORY AUDITOR 4B RATIFICATION OF APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP (UNITED STATES) AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR PURPOSES OF U.S. SECURITIES LAW REPORTING 4C ELECTION OF BDO AG (ZURICH) AS SPECIAL For For Management AUDIT FIRM 5A ELECTION OF DIRECTOR: EVAN G. GREENBERG For For Management 5B ELECTION OF DIRECTOR: ROBERT M. For For Management HERNANDEZ 5C ELECTION OF DIRECTOR: MICHAEL G. ATIEH For For Management 5D ELECTION OF DIRECTOR: MARY A. CIRILLO For For Management 5E ELECTION OF DIRECTOR: MICHAEL P. For For Management CONNORS 5F ELECTION OF DIRECTOR: JOHN EDWARDSON For For Management 5G ELECTION OF DIRECTOR: PETER MENIKOFF For For Management 5H ELECTION OF DIRECTOR: LEO F. MULLIN For For Management 5I ELECTION OF DIRECTOR: KIMBERLY ROSS For For Management 5J ELECTION OF DIRECTOR: ROBERT SCULLY For For Management 5K ELECTION OF DIRECTOR: EUGENE B. For For Management SHANKS, JR. 5L ELECTION OF DIRECTOR: THEODORE E. For For Management SHASTA 5M ELECTION OF DIRECTOR: DAVID SIDWELL For For Management 5N ELECTION OF DIRECTOR: OLIVIER STEIMER For For Management 6 ELECTION OF THE CHAIRMAN OF THE BOARD For For Management OF DIRECTORS 7A ELECTION OF THE COMPENSATION COMMITTEE For For Management OF THE BOARD OF DIRECTOR: MICHAEL P. CONNORS 7B ELECTION OF THE COMPENSATION COMMITTEE For For Management OF THE BOARD OF DIRECTOR: MARY A. CIRILLO 7C ELECTION OF THE COMPENSATION COMMITTEE For For Management OF THE BOARD OF DIRECTOR: JOHN EDWARDSON 7D ELECTION OF THE COMPENSATION COMMITTEE For For Management OF THE BOARD OF DIRECTOR: ROBERT M. HERNANDEZ 8 ELECTION OF HOMBURGER AG AS For For Management INDEPENDENT PROXY 9 AMENDMENTS TO THE ARTICLES OF For For Management ASSOCIATION TO IMPLEMENT NEW REQUIREMENTS UNDER THE MINDER ORDINANCE REGARDING ELECTIONS, RELATED CORPORATE GOVERNANCE AND CERTAIN OTHER MATTERS 10 AMENDMENTS TO THE ARTICLES OF For For Management ASSOCIATION TO IMPLEMENT NEW REQUIREMENTS UNDER THE MINDER ORDINANCE REGARDING THE COMPENSATION OF THE BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT AND RELATED MATTERS 11A COMPENSATION OF THE BOARD OF DIRECTORS For For Management UNTIL THE NEXT ANNUAL GENERAL MEETING 11B COMPENSATION OF EXECUTIVE MANAGEMENT For For Management FOR THE NEXT CALENDAR YEAR 12 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION UNDER U.S. SECURITIES LAW REQUIREMENTS 13 IF A NEW AGENDA ITEM OR A NEW PROPOSAL For For Management FOR AN EXISTING AGENDA ITEM IS PUT BEFORE THE MEETING, I/WE HEREBY AUTHORIZE AND INSTRUCT THE INDEPENDENT PROXY TO VOTE AS FOLLOWS: MARK "FOR" TO VOTE IN ACCORDANCE WITH THE POSITION OF THE BOARD OF DIRECTORS; MARK " -------------------------------------------------------------------------------- ACTIVISION BLIZZARD, INC. Ticker: ATVI Security ID: 00507V109 Meeting Date: JUN 03, 2015 Meeting Type: Annual Record Date: APR 07, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 ELECTION OF DIRECTOR: ROBERT J. CORTI For Against Management 1.2 ELECTION OF DIRECTOR: BRIAN G. KELLY For For Management 1.3 ELECTION OF DIRECTOR: ROBERT A. KOTICK For For Management 1.4 ELECTION OF DIRECTOR: BARRY MEYER For For Management 1.5 ELECTION OF DIRECTOR: ROBERT J. MORGADO For Against Management 1.6 ELECTION OF DIRECTOR: PETER NOLAN For Against Management 1.7 ELECTION OF DIRECTOR: RICHARD SARNOFF For For Management 1.8 ELECTION OF DIRECTOR: ELAINE WYNN For Against Management 2. TO REQUEST ADVISORY APPROVAL OF OUR For Against Management EXECUTIVE COMPENSATION. 3. TO RATIFY THE APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. -------------------------------------------------------------------------------- AETNA INC. Ticker: AET Security ID: 00817Y108 Meeting Date: MAY 15, 2015 Meeting Type: Annual Record Date: MAR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: FERNANDO AGUIRRE For For Management 1B. ELECTION OF DIRECTOR: MARK T. BERTOLINI For For Management 1C. ELECTION OF DIRECTOR: FRANK M. CLARK For For Management 1D. ELECTION OF DIRECTOR: BETSY Z. COHEN For For Management 1E. ELECTION OF DIRECTOR: MOLLY J. COYE, M. For No Management D. 1F. ELECTION OF DIRECTOR: ROGER N. FARAH For For Management 1G. ELECTION OF DIRECTOR: BARBARA HACKMAN For For Management FRANKLIN 1H. ELECTION OF DIRECTOR: JEFFREY E. GARTEN For For Management 1I. ELECTION OF DIRECTOR: ELLEN M. HANCOCK For For Management 1J. ELECTION OF DIRECTOR: RICHARD J. For For Management HARRINGTON 1K. ELECTION OF DIRECTOR: EDWARD J. LUDWIG For For Management 1L. ELECTION OF DIRECTOR: JOSEPH P. For For Management NEWHOUSE 1M. ELECTION OF DIRECTOR: OLYMPIA J. SNOWE For For Management 2 APPROVAL OF THE APPOINTMENT OF THE For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 APPROVAL OF THE COMPANY'S EXECUTIVE For For Management COMPENSATION ON A NON-BINDING ADVISORY BASIS 4A. SHAREHOLDER PROPOSAL ON POLITICAL No For Management CONTRIBUTIONS-DISCLOSURE 4B. SHAREHOLDER PROPOSAL ON EXECUTIVES TO No For Management RETAIN SIGNIFICANT STOCK 1A. ELECTION OF DIRECTOR: FERNANDO AGUIRRE For For Management 1B. ELECTION OF DIRECTOR: MARK T. BERTOLINI For For Management 1C. ELECTION OF DIRECTOR: FRANK M. CLARK For For Management 1D. ELECTION OF DIRECTOR: BETSY Z. COHEN For For Management 1E. ELECTION OF DIRECTOR: MOLLY J. COYE, M. For No Management D. 1F. ELECTION OF DIRECTOR: ROGER N. FARAH For For Management 1G. ELECTION OF DIRECTOR: BARBARA HACKMAN For For Management FRANKLIN 1H. ELECTION OF DIRECTOR: JEFFREY E. GARTEN For For Management 1I. ELECTION OF DIRECTOR: ELLEN M. HANCOCK For For Management 1J. ELECTION OF DIRECTOR: RICHARD J. For For Management HARRINGTON 1K. ELECTION OF DIRECTOR: EDWARD J. LUDWIG For For Management 1L. ELECTION OF DIRECTOR: JOSEPH P. For For Management NEWHOUSE 1M. ELECTION OF DIRECTOR: OLYMPIA J. SNOWE For For Management 2 APPROVAL OF THE APPOINTMENT OF THE For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 APPROVAL OF THE COMPANY'S EXECUTIVE For For Management COMPENSATION ON A NON-BINDING ADVISORY BASIS 4A. SHAREHOLDER PROPOSAL ON POLITICAL No For Management CONTRIBUTIONS-DISCLOSURE 4B. SHAREHOLDER PROPOSAL ON EXECUTIVES TO No For Management RETAIN SIGNIFICANT STOCK 1A. ELECTION OF DIRECTOR: FERNANDO AGUIRRE For For Management 1B. ELECTION OF DIRECTOR: MARK T. BERTOLINI For For Management 1C. ELECTION OF DIRECTOR: FRANK M. CLARK For For Management 1D. ELECTION OF DIRECTOR: BETSY Z. COHEN For For Management 1E. ELECTION OF DIRECTOR: MOLLY J. COYE, M. For No Management D. 1F. ELECTION OF DIRECTOR: ROGER N. FARAH For For Management 1G. ELECTION OF DIRECTOR: BARBARA HACKMAN For For Management FRANKLIN 1H. ELECTION OF DIRECTOR: JEFFREY E. GARTEN For For Management 1I. ELECTION OF DIRECTOR: ELLEN M. HANCOCK For For Management 1J. ELECTION OF DIRECTOR: RICHARD J. For For Management HARRINGTON 1K. ELECTION OF DIRECTOR: EDWARD J. LUDWIG For For Management 1L. ELECTION OF DIRECTOR: JOSEPH P. For For Management NEWHOUSE 1M. ELECTION OF DIRECTOR: OLYMPIA J. SNOWE For For Management 2 APPROVAL OF THE APPOINTMENT OF THE For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 APPROVAL OF THE COMPANY'S EXECUTIVE For For Management COMPENSATION ON A NON-BINDING ADVISORY BASIS 4A. SHAREHOLDER PROPOSAL ON POLITICAL No For Management CONTRIBUTIONS-DISCLOSURE 4B. SHAREHOLDER PROPOSAL ON EXECUTIVES TO No For Management RETAIN SIGNIFICANT STOCK 1A. ELECTION OF DIRECTOR: FERNANDO AGUIRRE For For Management 1B. ELECTION OF DIRECTOR: MARK T. BERTOLINI For For Management 1C. ELECTION OF DIRECTOR: FRANK M. CLARK For For Management 1D. ELECTION OF DIRECTOR: BETSY Z. COHEN For For Management 1E. ELECTION OF DIRECTOR: MOLLY J. COYE, M. For No Management D. 1F. ELECTION OF DIRECTOR: ROGER N. FARAH For For Management 1G. ELECTION OF DIRECTOR: BARBARA HACKMAN For For Management FRANKLIN 1H. ELECTION OF DIRECTOR: JEFFREY E. GARTEN For For Management 1I. ELECTION OF DIRECTOR: ELLEN M. HANCOCK For For Management 1J. ELECTION OF DIRECTOR: RICHARD J. For For Management HARRINGTON 1K. ELECTION OF DIRECTOR: EDWARD J. LUDWIG For For Management 1L. ELECTION OF DIRECTOR: JOSEPH P. For For Management NEWHOUSE 1M. ELECTION OF DIRECTOR: OLYMPIA J. SNOWE For For Management 2 APPROVAL OF THE APPOINTMENT OF THE For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 APPROVAL OF THE COMPANY'S EXECUTIVE For For Management COMPENSATION ON A NON-BINDING ADVISORY BASIS 4A. SHAREHOLDER PROPOSAL ON POLITICAL No For Management CONTRIBUTIONS-DISCLOSURE 4B. SHAREHOLDER PROPOSAL ON EXECUTIVES TO No For Management RETAIN SIGNIFICANT STOCK 1A. ELECTION OF DIRECTOR: FERNANDO AGUIRRE For For Management 1B. ELECTION OF DIRECTOR: MARK T. BERTOLINI For For Management 1C. ELECTION OF DIRECTOR: FRANK M. CLARK For For Management 1D. ELECTION OF DIRECTOR: BETSY Z. COHEN For For Management 1E. ELECTION OF DIRECTOR: MOLLY J. COYE, M. For No Management D. 1F. ELECTION OF DIRECTOR: ROGER N. FARAH For For Management 1G. ELECTION OF DIRECTOR: BARBARA HACKMAN For For Management FRANKLIN 1H. ELECTION OF DIRECTOR: JEFFREY E. GARTEN For For Management 1I. ELECTION OF DIRECTOR: ELLEN M. HANCOCK For For Management 1J. ELECTION OF DIRECTOR: RICHARD J. For For Management HARRINGTON 1K. ELECTION OF DIRECTOR: EDWARD J. LUDWIG For For Management 1L. ELECTION OF DIRECTOR: JOSEPH P. For For Management NEWHOUSE 1M. ELECTION OF DIRECTOR: OLYMPIA J. SNOWE For For Management 2 APPROVAL OF THE APPOINTMENT OF THE For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 APPROVAL OF THE COMPANY'S EXECUTIVE For For Management COMPENSATION ON A NON-BINDING ADVISORY BASIS 4A. SHAREHOLDER PROPOSAL ON POLITICAL No For Management CONTRIBUTIONS-DISCLOSURE 4B. SHAREHOLDER PROPOSAL ON EXECUTIVES TO No For Management RETAIN SIGNIFICANT STOCK -------------------------------------------------------------------------------- AETNA INC. Ticker: AET Security ID: 00817Y108 Meeting Date: MAY 15, 2015 Meeting Type: Annual Record Date: MAR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: FERNANDO AGUIRRE For For Management 1B. ELECTION OF DIRECTOR: MARK T. BERTOLINI For For Management 1C. ELECTION OF DIRECTOR: FRANK M. CLARK For For Management 1D. ELECTION OF DIRECTOR: BETSY Z. COHEN For For Management 1E. ELECTION OF DIRECTOR: MOLLY J. COYE, M. For For Management D. 1F. ELECTION OF DIRECTOR: ROGER N. FARAH For For Management 1G. ELECTION OF DIRECTOR: BARBARA HACKMAN For For Management FRANKLIN 1H. ELECTION OF DIRECTOR: JEFFREY E. GARTEN For For Management 1I. ELECTION OF DIRECTOR: ELLEN M. HANCOCK For For Management 1J. ELECTION OF DIRECTOR: RICHARD J. For For Management HARRINGTON 1K. ELECTION OF DIRECTOR: EDWARD J. LUDWIG For For Management 1L. ELECTION OF DIRECTOR: JOSEPH P. For For Management NEWHOUSE 1M. ELECTION OF DIRECTOR: OLYMPIA J. SNOWE For For Management 2. APPROVAL OF THE APPOINTMENT OF THE For For Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3. APPROVAL OF THE COMPANY'S EXECUTIVE For For Management COMPENSATION ON A NON-BINDING ADVISORY BASIS 4A. SHAREHOLDER PROPOSAL ON POLITICAL Against Against Shareholder CONTRIBUTIONS-DISCLOSURE 4B. SHAREHOLDER PROPOSAL ON EXECUTIVES TO Against Against Shareholder RETAIN SIGNIFICANT STOCK -------------------------------------------------------------------------------- AGCO CORPORATION Ticker: AGCO Security ID: 1084102 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: MAR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: ROY V. ARMES For For Management 1B. ELECTION OF DIRECTOR: MICHAEL C. ARNOLD For For Management 1C. ELECTION OF DIRECTOR: P. GEORGE BENSON For For Management 1D. ELECTION OF DIRECTOR: WOLFGANG DEML For For Management 1E. ELECTION OF DIRECTOR: LUIZ F. FURLAN For For Management 1F. ELECTION OF DIRECTOR: GEORGE E. MINNICH For For Management 1G. ELECTION OF DIRECTOR: MARTIN H. For For Management RICHENHAGEN 1H. ELECTION OF DIRECTOR: GERALD L. SHAHEEN For For Management 1I. ELECTION OF DIRECTOR: MALLIKA For For Management SRINIVASAN 1J. ELECTION OF DIRECTOR: HENDRIKUS VISSER For For Management 2 NON-BINDING ADVISORY RESOLUTION TO For For Management APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF KPMG LLP AS THE For For Management COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: ROY V. ARMES For For Management 1B. ELECTION OF DIRECTOR: MICHAEL C. ARNOLD For For Management 1C. ELECTION OF DIRECTOR: P. GEORGE BENSON For For Management 1D. ELECTION OF DIRECTOR: WOLFGANG DEML For For Management 1E. ELECTION OF DIRECTOR: LUIZ F. FURLAN For For Management 1F. ELECTION OF DIRECTOR: GEORGE E. MINNICH For For Management 1G. ELECTION OF DIRECTOR: MARTIN H. For For Management RICHENHAGEN 1H. ELECTION OF DIRECTOR: GERALD L. SHAHEEN For For Management 1I. ELECTION OF DIRECTOR: MALLIKA For For Management SRINIVASAN 1J. ELECTION OF DIRECTOR: HENDRIKUS VISSER For For Management 2 NON-BINDING ADVISORY RESOLUTION TO For For Management APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF KPMG LLP AS THE For For Management COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: ROY V. ARMES For For Management 1B. ELECTION OF DIRECTOR: MICHAEL C. ARNOLD For For Management 1C. ELECTION OF DIRECTOR: P. GEORGE BENSON For For Management 1D. ELECTION OF DIRECTOR: WOLFGANG DEML For For Management 1E. ELECTION OF DIRECTOR: LUIZ F. FURLAN For For Management 1F. ELECTION OF DIRECTOR: GEORGE E. MINNICH For For Management 1G. ELECTION OF DIRECTOR: MARTIN H. For For Management RICHENHAGEN 1H. ELECTION OF DIRECTOR: GERALD L. SHAHEEN For For Management 1I. ELECTION OF DIRECTOR: MALLIKA For For Management SRINIVASAN 1J. ELECTION OF DIRECTOR: HENDRIKUS VISSER For For Management 2 NON-BINDING ADVISORY RESOLUTION TO For For Management APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF KPMG LLP AS THE For For Management COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: ROY V. ARMES For For Management 1B. ELECTION OF DIRECTOR: MICHAEL C. ARNOLD For For Management 1C. ELECTION OF DIRECTOR: P. GEORGE BENSON For For Management 1D. ELECTION OF DIRECTOR: WOLFGANG DEML For For Management 1E. ELECTION OF DIRECTOR: LUIZ F. FURLAN For For Management 1F. ELECTION OF DIRECTOR: GEORGE E. MINNICH For For Management 1G. ELECTION OF DIRECTOR: MARTIN H. For For Management RICHENHAGEN 1H. ELECTION OF DIRECTOR: GERALD L. SHAHEEN For For Management 1I. ELECTION OF DIRECTOR: MALLIKA For For Management SRINIVASAN 1J. ELECTION OF DIRECTOR: HENDRIKUS VISSER For For Management 2 NON-BINDING ADVISORY RESOLUTION TO For For Management APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF KPMG LLP AS THE For For Management COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: ROY V. ARMES For For Management 1B. ELECTION OF DIRECTOR: MICHAEL C. ARNOLD For For Management 1C. ELECTION OF DIRECTOR: P. GEORGE BENSON For For Management 1D. ELECTION OF DIRECTOR: WOLFGANG DEML For For Management 1E. ELECTION OF DIRECTOR: LUIZ F. FURLAN For For Management 1F. ELECTION OF DIRECTOR: GEORGE E. MINNICH For For Management 1G. ELECTION OF DIRECTOR: MARTIN H. For For Management RICHENHAGEN 1H. ELECTION OF DIRECTOR: GERALD L. SHAHEEN For For Management 1I. ELECTION OF DIRECTOR: MALLIKA For For Management SRINIVASAN 1J. ELECTION OF DIRECTOR: HENDRIKUS VISSER For For Management 2 NON-BINDING ADVISORY RESOLUTION TO For For Management APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF KPMG LLP AS THE For For Management COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: ROY V. ARMES For For Management 1B. ELECTION OF DIRECTOR: MICHAEL C. ARNOLD For For Management 1C. ELECTION OF DIRECTOR: P. GEORGE BENSON For For Management 1D. ELECTION OF DIRECTOR: WOLFGANG DEML For For Management 1E. ELECTION OF DIRECTOR: LUIZ F. FURLAN For For Management 1F. ELECTION OF DIRECTOR: GEORGE E. MINNICH For For Management 1G. ELECTION OF DIRECTOR: MARTIN H. For For Management RICHENHAGEN 1H. ELECTION OF DIRECTOR: GERALD L. SHAHEEN For For Management 1I. ELECTION OF DIRECTOR: MALLIKA For For Management SRINIVASAN 1J. ELECTION OF DIRECTOR: HENDRIKUS VISSER For For Management 2 NON-BINDING ADVISORY RESOLUTION TO For For Management APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF KPMG LLP AS THE For For Management COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. -------------------------------------------------------------------------------- AGILENT TECHNOLOGIES, INC. Ticker: A Security ID: 00846U101 Meeting Date: MAR 18, 2015 Meeting Type: Annual Record Date: JAN 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 ELECTION OF DIRECTOR: ROBERT J. HERBOLD For For Management 1.2 ELECTION OF DIRECTOR: KOH BOON HWEE For For Management 1.3 ELECTION OF DIRECTOR: MICHAEL R. For For Management MCMULLEN 2. TO RATIFY THE AUDIT AND FINANCE For For Management COMMITTEE'S APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS AGILENT'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3. TO RE-APPROVE AND AMEND THE For For Management PERFORMANCE-BASED COMPENSATION PLAN FOR COVERED EMPLOYEES. 4. TO APPROVE AMENDMENTS TO OUR AMENDED For For Management AND RESTATED CERTIFICATE OF INCORPORATION AND BYLAWS TO DECLASSIFY THE BOARD. 5. TO APPROVE, ON A NON-BINDING ADVISORY For For Management BASIS, THE COMPENSATION OF AGILENT'S NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------- AIRBUS GROUP NV, LEIDEN Ticker: Security ID: N0280E105 Meeting Date: MAY 27, 2015 Meeting Type: Annual General Meeting Record Date: APR 29, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 OPEN MEETING M Note Non Management Votable 2.1 DISCUSSION ON COMPANY'S CORPORATE M Note Non Management GOVERNANCE STRUCTURE Votable 2.2 RECEIVE REPORT ON BUSINESS AND M Note Non Management FINANCIAL STATEMENTS Votable 2.3 DISCUSS REMUNERATION REPORT CONTAINING M Note Non Management REMUNERATION POLICY Votable 2.4 RECEIVE EXPLANATION ON COMPANY'S M Note Non Management RESERVES AND DIVIDEND POLICY Votable 3 DISCUSSION OF AGENDA ITEMS M Note Non Management Votable 4.1 ADOPT FINANCIAL STATEMENTS For For Management 4.2 APPROVE ALLOCATION OF INCOME AND For For Management DIVIDENDS OF EUR 1.20 PER SHARE 4.3 APPROVE DISCHARGE OF NON EXECUTIVE For For Management MEMBERS OF THE BOARD OF DIRECTORS 4.4 APPROVE DISCHARGE OF EXECUTIVE MEMBERS For For Management OF THE BOARD OF DIRECTORS 4.5 RATIFY KPMG AS AUDITORS For For Management 4.6 APPROVE REMUNERATION POLICY CHANGES For For Management 4.7 CHANGE COMPANY FORM TO EUROPEAN COMPANY For For Management 4.8 ELECT MARIA AMPARO MORALEDA MARTINEZ For For Management AS DIRECTOR 4.9 GRANT BOARD AUTHORITY TO ISSUE SHARES For For Management UP TO 0.1 PERCENT OF ISSUED SHARE CAPITAL AND EXCLUDING PREEMPTIVE RIGHTS RE: ESOP PLANS 4.1 GRANT BOARD AUTHORITY TO ISSUE SHARES For For Management UP TO 0.3 PERCENT OF ISSUED SHARE CAPITAL AND EXCLUDING PREEMPTIVE RIGHTS RE: COMPANY FUNDING 4.11 RENEWAL OF THE AUTHORIZATION TO For For Management DIRECTORS TO REPURCHASE OF UP TO 10 PERCENT OF ISSUED SHARE CAPITAL 4.12 AUTHORIZE ADDITIONAL REPURCHASE OF UP For For Management TO 10 PERCENT OF ISSUED SHARE CAPITAL RE: EXCEPTIONAL SHARE BUYBACK PROGRAMME 4.13 APPROVE CANCELLATION OF REPURCHASED For For Management SHARES 5 CLOSE MEETING M Note Non Management Votable -------------------------------------------------------------------------------- ALAMO GROUP INC. Ticker: ALG Security ID: 11311107 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 19, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 ELECTION OF DIRECTOR: RODERICK R. BATY For For Management 1.2 ELECTION OF DIRECTOR: HELEN W. CORNELL For For Management 1.3 ELECTION OF DIRECTOR: JERRY E. GOLDRESS For For Management 1.4 ELECTION OF DIRECTOR: DAVID W. GRZELAK For For Management 1.5 ELECTION OF DIRECTOR: GARY L. MARTIN For For Management 1.6 ELECTION OF DIRECTOR: RONALD A. For For Management ROBINSON 1.7 ELECTION OF DIRECTOR: JAMES B. SKAGGS For For Management 2 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT AUDITORS FOR 2015 3 TO APPROVE THE ALAMO GROUP INC. 2015 For For Management INCENTIVE STOCK OPTION PLAN 1.1 ELECTION OF DIRECTOR: RODERICK R. BATY For For Management 1.2 ELECTION OF DIRECTOR: HELEN W. CORNELL For For Management 1.3 ELECTION OF DIRECTOR: JERRY E. GOLDRESS For For Management 1.4 ELECTION OF DIRECTOR: DAVID W. GRZELAK For For Management 1.5 ELECTION OF DIRECTOR: GARY L. MARTIN For For Management 1.6 ELECTION OF DIRECTOR: RONALD A. For For Management ROBINSON 1.7 ELECTION OF DIRECTOR: JAMES B. SKAGGS For For Management 2 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT AUDITORS FOR 2015 3 TO APPROVE THE ALAMO GROUP INC. 2015 For For Management INCENTIVE STOCK OPTION PLAN 1.1 ELECTION OF DIRECTOR: RODERICK R. BATY For For Management 1.2 ELECTION OF DIRECTOR: HELEN W. CORNELL For For Management 1.3 ELECTION OF DIRECTOR: JERRY E. GOLDRESS For For Management 1.4 ELECTION OF DIRECTOR: DAVID W. GRZELAK For For Management 1.5 ELECTION OF DIRECTOR: GARY L. MARTIN For For Management 1.6 ELECTION OF DIRECTOR: RONALD A. For For Management ROBINSON 1.7 ELECTION OF DIRECTOR: JAMES B. SKAGGS For For Management 2 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT AUDITORS FOR 2015 3 TO APPROVE THE ALAMO GROUP INC. 2015 For For Management INCENTIVE STOCK OPTION PLAN 1.1 ELECTION OF DIRECTOR: RODERICK R. BATY For For Management 1.2 ELECTION OF DIRECTOR: HELEN W. CORNELL For For Management 1.3 ELECTION OF DIRECTOR: JERRY E. GOLDRESS For For Management 1.4 ELECTION OF DIRECTOR: DAVID W. GRZELAK For For Management 1.5 ELECTION OF DIRECTOR: GARY L. MARTIN For For Management 1.6 ELECTION OF DIRECTOR: RONALD A. For For Management ROBINSON 1.7 ELECTION OF DIRECTOR: JAMES B. SKAGGS For For Management 2 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT AUDITORS FOR 2015 3 TO APPROVE THE ALAMO GROUP INC. 2015 For For Management INCENTIVE STOCK OPTION PLAN 1.1 ELECTION OF DIRECTOR: RODERICK R. BATY For For Management 1.2 ELECTION OF DIRECTOR: HELEN W. CORNELL For For Management 1.3 ELECTION OF DIRECTOR: JERRY E. GOLDRESS For For Management 1.4 ELECTION OF DIRECTOR: DAVID W. GRZELAK For For Management 1.5 ELECTION OF DIRECTOR: GARY L. MARTIN For For Management 1.6 ELECTION OF DIRECTOR: RONALD A. For For Management ROBINSON 1.7 ELECTION OF DIRECTOR: JAMES B. SKAGGS For For Management 2 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT AUDITORS FOR 2015 3 TO APPROVE THE ALAMO GROUP INC. 2015 For For Management INCENTIVE STOCK OPTION PLAN 1.1 ELECTION OF DIRECTOR: RODERICK R. BATY For For Management 1.2 ELECTION OF DIRECTOR: HELEN W. CORNELL For For Management 1.3 ELECTION OF DIRECTOR: JERRY E. GOLDRESS For For Management 1.4 ELECTION OF DIRECTOR: DAVID W. GRZELAK For For Management 1.5 ELECTION OF DIRECTOR: GARY L. MARTIN For For Management 1.6 ELECTION OF DIRECTOR: RONALD A. For For Management ROBINSON 1.7 ELECTION OF DIRECTOR: JAMES B. SKAGGS For For Management 2 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT AUDITORS FOR 2015 3 TO APPROVE THE ALAMO GROUP INC. 2015 For For Management INCENTIVE STOCK OPTION PLAN -------------------------------------------------------------------------------- ALLEGHANY CORPORATION Ticker: Y Security ID: 017175100 Meeting Date: APR 24, 2015 Meeting Type: Annual Record Date: MAR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director John G. Foos For For Management 1b Elect Director William K. Lavin For For Management 1c Elect Director Phillip M. Martineau For For Management 1d Elect Director Raymond L.M. Wong For For Management 2 Approve Non-Employee Director For For Management Restricted Stock Plan 3 Approve Executive Incentive Bonus Plan For For Management 4 Ratify Ernst & Young LLP as Auditors For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG Ticker: AWH Security ID: H01531104 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: MAR 04, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Change Location of Registered Office For For Management to Zug, Switzerland 2 Amend Articles Re: Define the Duties For For Management of the Compensation Committee 3 Amend Articles Re: Define the For For Management Company's Compensation Principles 4 Amend Articles Re: Notice Period in For For Management Employment Agreements With Executive Officers and Agreements with Directors, and to Prohibit Loans and Credit to Executives and Directors 5 Amend Articles Re: Limit the Number of For For Management Outside Board Seats the Director and Executives may Hold 6 Amend Articles Re: Provide for For For Management Say-On-Pay Votes Required Under Swiss law 7.1 Elect Barbara T. Alexander as Director For For Management 7.2 Elect Scott A. Carmilani as Director For For Management 7.3 Elect James F. Duffy as Director For For Management 7.4 Elect Bart Friedman as Director For For Management 7.5 Elect Patrick de Saint-Aignan as For For Management Director 7.6 Elect Eric S. Schwartz as Director For For Management 7.7 Elect Samuel J. Weinhoff as Director For For Management 8 Elect Scott A. Carmilani as Board For For Management Chairman 9.1 Appoint Barbara T. Alexander as Member For For Management of the Compensation Committee 9.2 Appoint James F. Duffy as Member of For For Management the Compensation Committee 9.3 Appoint Bart Friedman as Member of the For For Management Compensation Committee 9.4 Appoint Patrick de Saint-Aignan as For For Management Member of the Compensation Committee 9.5 Appoint Eric S. Schwartz as Member of For For Management the Compensation Committee 9.6 Appoint Samuel J. Weinhoff as Member For For Management of the Compensation Committee 10 Designate Buis Buergi AG as For For Management Independent Proxy 11 Approve the 2015 Compensation for For For Management Executives as Required under Swiss Law 12 Approve the 2015 Compensation for For For Management Directors as Required under Swiss Law 13 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 14 Accept Consolidated Financial For For Management Statements and Statutory Reports 15 Approve Retention of Disposable Profits For For Management 16 Approve Dividends For For Management 17 Approve Reduction in Share Capital For For Management 18 Appoint Deloitte & Touche LLP as For For Management Independent Auditor and Deloitte AG as Statutory Auditor 19 Appoint PricewaterhouseCoopers AG as For For Management Special Auditor 20 Approve Discharge of Board and Senior For For Management Management 21 Transact Other Business (Voting) For Against Management -------------------------------------------------------------------------------- AMADA HOLDINGS CO.,LTD. Ticker: Security ID: J01218106 Meeting Date: DEC 19, 2014 Meeting Type: ExtraOrdinary General Meeting Record Date: SEP 30, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Absorption-Type Company Split For For Management Agreement 2 Amend Articles to: Change Official For For Management Company Name to AMADA HOLDINGS CO., LTD., Change Business Lines 3.1 Appoint a Director For No Management 3.2 Appoint a Director For No Management 3.3 Appoint a Director For No Management 3.4 Appoint a Director For No Management 4.1 Appoint a Corporate Auditor For For Management 4.2 Appoint a Corporate Auditor For No Management -------------------------------------------------------------------------------- AMADA HOLDINGS CO.,LTD. Ticker: Security ID: J01218106 Meeting Date: JUN 26, 2015 Meeting Type: Annual General Meeting Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Appropriation of Surplus For For Management 2.1 Appoint a Director Okamoto, Mitsuo For No Management 2.2 Appoint a Director Isobe, Tsutomu For No Management 2.3 Appoint a Director Abe, Atsushige For No Management 2.4 Appoint a Director Yamamoto, Koji For No Management 2.5 Appoint a Director Nakamura, Kazuo For No Management 2.6 Appoint a Director Kawashita, Yasuhiro For No Management 2.7 Appoint a Director Chino, Toshitake For For Management 2.8 Appoint a Director Miyoshi, Hidekazu For No Management 3.1 Appoint a Corporate Auditor Shigeta, For For Management Takaya 3.2 Appoint a Corporate Auditor Takeo, For No Management Kiyoshi 3.3 Appoint a Corporate Auditor Saito, For For Management Masanori 3.4 Appoint a Corporate Auditor For For Management Takenouchi, Akira 4 Appoint a Substitute Corporate Auditor For For Management Murata, Makoto 5 Approve Payment of Bonuses to Directors For For Management -------------------------------------------------------------------------------- AMDOCS LIMITED Ticker: DOX Security ID: G02602103 Meeting Date: JAN 28, 2015 Meeting Type: Annual Record Date: DEC 01, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: ROBERT A. For For Management MINICUCCI 1B. ELECTION OF DIRECTOR: ADRIAN GARDNER For For Management 1C. ELECTION OF DIRECTOR: JOHN T. MCLENNAN For For Management 1D. ELECTION OF DIRECTOR: SIMON OLSWANG For For Management 1E. ELECTION OF DIRECTOR: ZOHAR ZISAPEL For For Management 1F. ELECTION OF DIRECTOR: JULIAN A. BRODSKY For For Management 1G. ELECTION OF DIRECTOR: CLAYTON For For Management CHRISTENSEN 1H. ELECTION OF DIRECTOR: ELI GELMAN For For Management 1I. ELECTION OF DIRECTOR: JAMES S. KAHAN For For Management 1J. ELECTION OF DIRECTOR: RICHARD T.C. For For Management LEFAVE 1K. ELECTION OF DIRECTOR: GIORA YARON For For Management 2. TO APPROVE AN INCREASE IN THE DIVIDEND For For Management RATE UNDER OUR QUARTERLY CASH DIVIDEND PROGRAM FROM $0.155 PER SHARE TO $0.17 PER SHARE. 3. TO APPROVE AN EXTENSION OF THE TERM OF For For Management OUR STOCK OPTION PLAN TO JANUARY 2025. 4. TO APPROVE OUR CONSOLIDATED FINANCIAL For For Management STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2014. 5. TO RATIFY AND APPROVE THE APPOINTMENT For For Management OF ERNST & YOUNG LLP AS ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) -------------------------------------------------------------------------------- AMERICAN CAPITAL AGENCY CORP. Ticker: AGNC Security ID: 02503X105 Meeting Date: APR 21, 2015 Meeting Type: Annual Record Date: FEB 26, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert M. Couch For For Management 1.2 Elect Director Morris A. Davis For For Management 1.3 Elect Director Randy E. Dobbs For For Management 1.4 Elect Director Larry K. Harvey For For Management 1.5 Elect Director Prue B. Larocca For For Management 1.6 Elect Director Alvin N. Puryear For For Management 1.7 Elect Director Malon Wilkus For For Management 1.8 Elect Director John R. Erickson For For Management 1.9 Elect Director Samuel A. Flax For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- AMERICAN ELECTRIC POWER COMPANY, INC. Ticker: AEP Security ID: 25537101 Meeting Date: APR 21, 2015 Meeting Type: Annual Record Date: FEB 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1C. ELECTION OF DIRECTOR: J. BARNIE For For Management BEASLEY, JR. 1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, For For Management JR. 1E. ELECTION OF DIRECTOR: LINDA A. For For Management GOODSPEED 1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN For For Management 1G. ELECTION OF DIRECTOR: SANDRA BEACH LIN For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management NOTEBAERT 1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL For For Management III 1J. ELECTION OF DIRECTOR: STEPHEN S. For For Management RASMUSSEN 1K. ELECTION OF DIRECTOR: OLIVER G. For For Management RICHARD III 1L. ELECTION OF DIRECTOR: SARA MARTINEZ For For Management TUCKER 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 APPROVE THE AMERICAN ELECTRIC POWER For For Management SYSTEM 2015 LONG-TERM INCENTIVE PLAN. 5 AMENDMENT TO THE RESTATED CERTIFICATE For For Management OF INCORPORATION TO ELIMINATE ARTICLE 7. 6 AMENDMENT TO THE BY-LAWS TO ELIMINATE For For Management THE SUPERMAJORITY PROVISIONS. 7 SHAREHOLDER PROPOSAL FOR PROXY ACCESS. No For Management -------------------------------------------------------------------------------- AMERICAN ELECTRIC POWER COMPANY, INC. Ticker: AEP Security ID: 025537101 Meeting Date: APR 21, 2015 Meeting Type: Annual Record Date: FEB 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Nicholas K. Akins For Against Management 1.2 Elect Director David J. Anderson For For Management 1.3 Elect Director J. Barnie Beasley, Jr. For For Management 1.4 Elect Director Ralph D. Crosby, Jr. For For Management 1.5 Elect Director Linda A. Goodspeed For For Management 1.6 Elect Director Thomas E. Hoaglin For For Management 1.7 Elect Director Sandra Beach Lin For For Management 1.8 Elect Director Richard C. Notebaert For For Management 1.9 Elect Director Lionel L. Nowell, III For For Management 1.10 Elect Director Stephen S. Rasmussen For For Management 1.11 Elect Director Oliver G. Richard, III For For Management 1.12 Elect Director Sara Martinez Tucker For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Omnibus Stock Plan For For Management 5 Eliminate Fair Price Provision For For Management 6 Eliminate Supermajority Vote For For Management Requirement 7 Adopt Proxy Access Right Against For Shareholder -------------------------------------------------------------------------------- AMERICAN EXPRESS COMPANY Ticker: AXP Security ID: 025816109 Meeting Date: MAY 11, 2015 Meeting Type: Annual Record Date: MAR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: URSULA BURNS For For Management 1C. ELECTION OF DIRECTOR: KENNETH CHENAULT For For Management 1D. ELECTION OF DIRECTOR: PETER CHERNIN For For Management 1E. ELECTION OF DIRECTOR: ANNE LAUVERGEON For For Management 1F. ELECTION OF DIRECTOR: MICHAEL LEAVITT For For Management 1G. ELECTION OF DIRECTOR: THEODORE LEONSIS For For Management 1H. ELECTION OF DIRECTOR: RICHARD LEVIN For For Management 1I. ELECTION OF DIRECTOR: SAMUEL PALMISANO For For Management 1J. ELECTION OF DIRECTOR: DANIEL VASELLA For For Management 1K. ELECTION OF DIRECTOR: ROBERT WALTER For For Management 1L. ELECTION OF DIRECTOR: RONALD WILLIAMS For For Management 2. RATIFICATION OF APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3. ADVISORY RESOLUTION TO APPROVE For For Management EXECUTIVE COMPENSATION. 4. SHAREHOLDER PROPOSAL RELATING TO Against Against Shareholder ANNUAL DISCLOSURE OF EEO-1 DATA. 5. SHAREHOLDER PROPOSAL RELATING TO Against Against Shareholder REPORT ON PRIVACY, DATA SECURITY AND GOVERNMENT REQUESTS. 6. SHAREHOLDER PROPOSAL RELATING TO Against Against Shareholder ACTION BY WRITTEN CONSENT. 7. SHAREHOLDER PROPOSAL RELATING TO Against Against Shareholder LOBBYING DISCLOSURE. 8. SHAREHOLDER PROPOSAL RELATING TO Against Against Shareholder INDEPENDENT BOARD CHAIRMAN. -------------------------------------------------------------------------------- AMERICAN INTERNATIONAL GROUP, INC. Ticker: AIG Security ID: 26874784 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: MAR 18, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1B. ELECTION OF DIRECTOR: PETER R. FISHER For For Management 1C. ELECTION OF DIRECTOR: JOHN H. For For Management FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK For For Management 1E. ELECTION OF DIRECTOR: WILLIAM G. For For Management JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. For For Management LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, For No Management JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER For For Management 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. For For Management STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE For For Management 2 TO VOTE, ON A NON-BINDING ADVISORY For For Management BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3 TO ACT UPON A PROPOSAL TO RATIFY THE For No Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. -------------------------------------------------------------------------------- AMERICAN NATIONAL BANKSHARES INC. Ticker: AMNB Security ID: 27745108 Meeting Date: MAY 19, 2015 Meeting Type: Annual Record Date: APR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 3 TO RATIFY THE SELECTION OF YOUNT, HYDE For No Management & BARBOUR P.C., INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS AUDITORS OF THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015 4 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 3 TO RATIFY THE SELECTION OF YOUNT, HYDE For No Management & BARBOUR P.C., INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS AUDITORS OF THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015 4 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 3 TO RATIFY THE SELECTION OF YOUNT, HYDE For No Management & BARBOUR P.C., INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS AUDITORS OF THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015 4 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 3 TO RATIFY THE SELECTION OF YOUNT, HYDE For No Management & BARBOUR P.C., INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS AUDITORS OF THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015 4 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 3 TO RATIFY THE SELECTION OF YOUNT, HYDE For No Management & BARBOUR P.C., INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS AUDITORS OF THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015 4 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 3 TO RATIFY THE SELECTION OF YOUNT, HYDE For No Management & BARBOUR P.C., INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS AUDITORS OF THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015 4 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT -------------------------------------------------------------------------------- AMERICAN TOWER CORPORATION Ticker: AMT Security ID: 03027X100 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: RAYMOND P. DOLAN For For Management 1B. ELECTION OF DIRECTOR: CAROLYN F. KATZ For For Management 1C. ELECTION OF DIRECTOR: GUSTAVO LARA For For Management CANTU 1D. ELECTION OF DIRECTOR: CRAIG MACNAB For For Management 1E. ELECTION OF DIRECTOR: JOANN A. REED For For Management 1F. ELECTION OF DIRECTOR: PAMELA D.A. REEVE For For Management 1G. ELECTION OF DIRECTOR: DAVID E. SHARBUTT For For Management 1H. ELECTION OF DIRECTOR: JAMES D. For For Management TAICLET, JR. 1I. ELECTION OF DIRECTOR: SAMME L. THOMPSON For For Management 2 TO RATIFY THE SELECTION OF DELOITTE & For No Management TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPANY'S EXECUTIVE COMPENSATION -------------------------------------------------------------------------------- AMERICAN VANGUARD CORPORATION Ticker: AVD Security ID: 30371108 Meeting Date: JUN 03, 2015 Meeting Type: Annual Record Date: APR 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF BDO USA, LLP For No Management AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 APPROVE THE OVERALL EXECUTIVE For For Management COMPENSATION POLICIES AND PROCEDURES OF THE COMPANY AS DESCRIBED IN THIS PROXY STATEMENT. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF BDO USA, LLP For No Management AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 APPROVE THE OVERALL EXECUTIVE For For Management COMPENSATION POLICIES AND PROCEDURES OF THE COMPANY AS DESCRIBED IN THIS PROXY STATEMENT. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF BDO USA, LLP For No Management AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 APPROVE THE OVERALL EXECUTIVE For For Management COMPENSATION POLICIES AND PROCEDURES OF THE COMPANY AS DESCRIBED IN THIS PROXY STATEMENT. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF BDO USA, LLP For No Management AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 APPROVE THE OVERALL EXECUTIVE For For Management COMPENSATION POLICIES AND PROCEDURES OF THE COMPANY AS DESCRIBED IN THIS PROXY STATEMENT. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF BDO USA, LLP For No Management AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 APPROVE THE OVERALL EXECUTIVE For For Management COMPENSATION POLICIES AND PROCEDURES OF THE COMPANY AS DESCRIBED IN THIS PROXY STATEMENT. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF BDO USA, LLP For No Management AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 APPROVE THE OVERALL EXECUTIVE For For Management COMPENSATION POLICIES AND PROCEDURES OF THE COMPANY AS DESCRIBED IN THIS PROXY STATEMENT. -------------------------------------------------------------------------------- AMERIPRISE FINANCIAL, INC. Ticker: AMP Security ID: 03076C106 Meeting Date: APR 29, 2015 Meeting Type: Annual Record Date: MAR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1a Elect Director James M. Cracchiolo For Against Management 1.1b Elect Director Dianne Neal Blixt For For Management 1.1c Elect Director Amy DiGeso For For Management 1.1d Elect Director Lon R. Greenberg For For Management 1.1e Elect Director Siri S. Marshall For For Management 1.1f Elect Director Jeffrey Noddle For For Management 1.1g Elect Director H. Jay Sarles For For Management 1.1h Elect Director Robert F. Sharpe, Jr. For For Management 1.1i Elect Director William H. Turner For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- ANADARKO PETROLEUM CORPORATION Ticker: APC Security ID: 032511107 Meeting Date: MAY 12, 2015 Meeting Type: Annual Record Date: MAR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: ANTHONY R. CHASE For For Management 1B. ELECTION OF DIRECTOR KEVIN P. CHILTON For For Management 1C. ELECTION OF DIRECTOR: H. PAULETT For For Management EBERHART 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For For Management 1E. ELECTION OF DIRECTOR: RICHARD L. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JOSEPH W. GORDER For For Management 1G. ELECTION OF DIRECTOR: JOHN R. GORDON For For Management 1H. ELECTION OF DIRECTOR: MARK C. MCKINLEY For For Management 1I. ELECTION OF DIRECTOR: ERIC D. MULLINS For For Management 1J. ELECTION OF DIRECTOR: R.A. WALKER For For Management 2. RATIFICATION OF APPOINTMENT OF KPMG For For Management LLP AS INDEPENDENT AUDITOR. 3. ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4. STOCKHOLDER PROPOSAL - PROXY ACCESS. Against Against Shareholder 5. STOCKHOLDER PROPOSAL - REPORT ON Against Against Shareholder CARBON RISK. -------------------------------------------------------------------------------- ANALOG DEVICES, INC. Ticker: ADI Security ID: 032654105 Meeting Date: MAR 11, 2015 Meeting Type: Annual Record Date: JAN 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Ray Stata For For Management 1b Elect Director Vincent T. Roche For For Management 1c Elect Director Jose E. Almeida For For Management 1d Elect Director Richard M. Beyer For For Management 1e Elect Director James A. Champy For For Management 1f Elect Director Edward H. Frank For For Management 1g Elect Director John C. Hodgson For For Management 1h Elect Director Yves-Andre Istel For For Management 1i Elect Director Neil Novich For For Management 1j Elect Director Kenton J. Sicchitano For For Management 1k Elect Director Lisa T. Su For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- ANNALY CAPITAL MANAGEMENT, INC. Ticker: NLY Security ID: 35710409 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: WELLINGTON J. For For Management DENAHAN 1B. ELECTION OF DIRECTOR: MICHAEL HAYLON For For Management 1C. ELECTION OF DIRECTOR: DONNELL A. For For Management SEGALAS 2 THE PROPOSAL TO APPROVE A NON-BINDING For For Management ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For For Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. -------------------------------------------------------------------------------- ANTHEM INC Ticker: WLP Security ID: 94973V107 Meeting Date: NOV 05, 2014 Meeting Type: Special Record Date: SEP 12, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Company Name Change For For Management -------------------------------------------------------------------------------- ANTHEM, INC. Ticker: ANTM Security ID: 036752103 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: MAR 19, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Julie A. Hill For For Management 1b Elect Director Ramiro G. Peru For For Management 1c Elect Director John H. Short For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Declassify the Board of Directors None For Shareholder 5 Proxy Access Against For Shareholder -------------------------------------------------------------------------------- AON PLC Ticker: AON Security ID: G0408V102 Meeting Date: JUN 17, 2015 Meeting Type: Annual Record Date: APR 22, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lester B. Knight For For Management 1.2 Elect Director Gregory C. Case For For Management 1.3 Elect Director Fulvio Conti For For Management 1.4 Elect Director Cheryl A. Francis For For Management 1.5 Elect Director James W. Leng For For Management 1.6 Elect Director J. Michael Losh For For Management 1.7 Elect Director Robert S. Morrison For For Management 1.8 Elect Director Richard B. Myers For For Management 1.9 Elect Director Richard C. Notebaert For For Management 1.10 Elect Director Gloria Santona For For Management 1.11 Elect Director Carolyn Y. Woo For For Management 2 Accept Financial Statements and For For Management Statutory Reports 3 Ratify Ernst & Young LLP as Aon's For For Management Auditors 4 Ratify Ernst & Young LLP as U.K. For For Management Statutory Auditor 5 Authorise Board to Fix Remuneration of For For Management Auditors 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 7 Advisory Vote to Ratify Directors' For For Management Remuneration Report 8 Authorise Shares for Market Purchase For For Management 9 Issue of Equity or Equity-Linked For For Management Securities with Pre-emptive Rights 10 Issue of Equity or Equity-Linked For For Management Securities without Pre-emptive Rights 11 Approve Political Donations For For Management -------------------------------------------------------------------------------- APPLE INC. Ticker: AAPL Security ID: 37833100 Meeting Date: MAR 10, 2015 Meeting Type: Annual Record Date: JAN 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: TIM COOK For For Management 1B. ELECTION OF DIRECTOR: AL GORE For For Management 1C. ELECTION OF DIRECTOR: BOB IGER For For Management 1D. ELECTION OF DIRECTOR: ANDREA JUNG For For Management 1E. ELECTION OF DIRECTOR: ART LEVINSON For For Management 1F. ELECTION OF DIRECTOR: RON SUGAR For For Management 1G. ELECTION OF DIRECTOR: SUE WAGNER For For Management 2 RATIFICATION OF THE APPOINTMENT OF For For Management ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 AN ADVISORY RESOLUTION TO APPROVE For For Management EXECUTIVE COMPENSATION 4 THE AMENDMENT OF THE APPLE INC. For For Management EMPLOYEE STOCK PURCHASE PLAN 5 A SHAREHOLDER PROPOSAL BY THE NATIONAL No For Management CENTER FOR PUBLIC POLICY RESEARCH ENTITLED RISK REPORT" " 6 A SHAREHOLDER PROPOSAL BY MR. JAMES No For Management MCRITCHIE AND MR. JOHN HARRINGTON ENTITLED PROXY ACCESS FOR SHAREHOLDERS" " 1A. ELECTION OF DIRECTOR: TIM COOK For For Management 1B. ELECTION OF DIRECTOR: AL GORE For For Management 1C. ELECTION OF DIRECTOR: BOB IGER For For Management 1D. ELECTION OF DIRECTOR: ANDREA JUNG For For Management 1E. ELECTION OF DIRECTOR: ART LEVINSON For For Management 1F. ELECTION OF DIRECTOR: RON SUGAR For For Management 1G. ELECTION OF DIRECTOR: SUE WAGNER For For Management 2 RATIFICATION OF THE APPOINTMENT OF For For Management ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 AN ADVISORY RESOLUTION TO APPROVE For For Management EXECUTIVE COMPENSATION 4 THE AMENDMENT OF THE APPLE INC. For For Management EMPLOYEE STOCK PURCHASE PLAN 5 A SHAREHOLDER PROPOSAL BY THE NATIONAL No For Management CENTER FOR PUBLIC POLICY RESEARCH ENTITLED RISK REPORT" " 6 A SHAREHOLDER PROPOSAL BY MR. JAMES No For Management MCRITCHIE AND MR. JOHN HARRINGTON ENTITLED PROXY ACCESS FOR SHAREHOLDERS" " 1A. ELECTION OF DIRECTOR: TIM COOK For For Management 1B. ELECTION OF DIRECTOR: AL GORE For For Management 1C. ELECTION OF DIRECTOR: BOB IGER For For Management 1D. ELECTION OF DIRECTOR: ANDREA JUNG For For Management 1E. ELECTION OF DIRECTOR: ART LEVINSON For For Management 1F. ELECTION OF DIRECTOR: RON SUGAR For For Management 1G. ELECTION OF DIRECTOR: SUE WAGNER For For Management 2 RATIFICATION OF THE APPOINTMENT OF For For Management ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 AN ADVISORY RESOLUTION TO APPROVE For For Management EXECUTIVE COMPENSATION 4 THE AMENDMENT OF THE APPLE INC. For For Management EMPLOYEE STOCK PURCHASE PLAN 5 A SHAREHOLDER PROPOSAL BY THE NATIONAL No For Management CENTER FOR PUBLIC POLICY RESEARCH ENTITLED RISK REPORT" " 6 A SHAREHOLDER PROPOSAL BY MR. JAMES No For Management MCRITCHIE AND MR. JOHN HARRINGTON ENTITLED PROXY ACCESS FOR SHAREHOLDERS" " 1A. ELECTION OF DIRECTOR: TIM COOK For For Management 1B. ELECTION OF DIRECTOR: AL GORE For For Management 1C. ELECTION OF DIRECTOR: BOB IGER For For Management 1D. ELECTION OF DIRECTOR: ANDREA JUNG For For Management 1E. ELECTION OF DIRECTOR: ART LEVINSON For For Management 1F. ELECTION OF DIRECTOR: RON SUGAR For For Management 1G. ELECTION OF DIRECTOR: SUE WAGNER For For Management 2 RATIFICATION OF THE APPOINTMENT OF For For Management ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 AN ADVISORY RESOLUTION TO APPROVE For For Management EXECUTIVE COMPENSATION 4 THE AMENDMENT OF THE APPLE INC. For For Management EMPLOYEE STOCK PURCHASE PLAN 5 A SHAREHOLDER PROPOSAL BY THE NATIONAL No For Management CENTER FOR PUBLIC POLICY RESEARCH ENTITLED RISK REPORT" " 6 A SHAREHOLDER PROPOSAL BY MR. JAMES No For Management MCRITCHIE AND MR. JOHN HARRINGTON ENTITLED PROXY ACCESS FOR SHAREHOLDERS" " 1A. ELECTION OF DIRECTOR: TIM COOK For For Management 1B. ELECTION OF DIRECTOR: AL GORE For For Management 1C. ELECTION OF DIRECTOR: BOB IGER For For Management 1D. ELECTION OF DIRECTOR: ANDREA JUNG For For Management 1E. ELECTION OF DIRECTOR: ART LEVINSON For For Management 1F. ELECTION OF DIRECTOR: RON SUGAR For For Management 1G. ELECTION OF DIRECTOR: SUE WAGNER For For Management 2 RATIFICATION OF THE APPOINTMENT OF For For Management ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 AN ADVISORY RESOLUTION TO APPROVE For For Management EXECUTIVE COMPENSATION 4 THE AMENDMENT OF THE APPLE INC. For For Management EMPLOYEE STOCK PURCHASE PLAN 5 A SHAREHOLDER PROPOSAL BY THE NATIONAL No For Management CENTER FOR PUBLIC POLICY RESEARCH ENTITLED RISK REPORT" " 6 A SHAREHOLDER PROPOSAL BY MR. JAMES No For Management MCRITCHIE AND MR. JOHN HARRINGTON ENTITLED PROXY ACCESS FOR SHAREHOLDERS" " 1A. ELECTION OF DIRECTOR: TIM COOK For For Management 1B. ELECTION OF DIRECTOR: AL GORE For For Management 1C. ELECTION OF DIRECTOR: BOB IGER For For Management 1D. ELECTION OF DIRECTOR: ANDREA JUNG For For Management 1E. ELECTION OF DIRECTOR: ART LEVINSON For For Management 1F. ELECTION OF DIRECTOR: RON SUGAR For For Management 1G. ELECTION OF DIRECTOR: SUE WAGNER For For Management 2 RATIFICATION OF THE APPOINTMENT OF For For Management ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 AN ADVISORY RESOLUTION TO APPROVE For For Management EXECUTIVE COMPENSATION 4 THE AMENDMENT OF THE APPLE INC. For For Management EMPLOYEE STOCK PURCHASE PLAN 5 A SHAREHOLDER PROPOSAL BY THE NATIONAL No For Management CENTER FOR PUBLIC POLICY RESEARCH ENTITLED RISK REPORT" " 6 A SHAREHOLDER PROPOSAL BY MR. JAMES No For Management MCRITCHIE AND MR. JOHN HARRINGTON ENTITLED PROXY ACCESS FOR SHAREHOLDERS" " -------------------------------------------------------------------------------- ARCH CAPITAL GROUP LTD. Ticker: ACGL Security ID: G0450A105 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Eric W. Doppstadt For For Management 1b Elect Director Constantine Iordanou For For Management 1c Elect Director John M. Pasquesi For For Management 2a Elect Director Anthony Asquith as For For Management Designated Company Director of Non-U.S. Subsidiaries 2b Elect Director Edgardo Balois as For For Management Designated Company Director of Non-U.S. Subsidiaries 2c Elect Director Dennis R. Brand as For For Management Designated Company Director of Non-U.S. Subsidiaries 2d Elect Director Ian Britchfield as For For Management Designated Company Director of Non-U.S. Subsidiaries 2e Elect Director Paul Cole as Designated For For Management Company Director of Non-U.S. Subsidiaries 2f Elect Director Graham B.R. Collis as For For Management Designated Company Director of Non-U.S. Subsidiaries 2g Elect Director Michael Constantinides For For Management as Designated Company Director of Non-U.S. Subsidiaries 2h Elect Director William J. Cooney as For For Management Designated Company Director of Non-U.S. Subsidiaries 2i Elect Director Stephen J. Curley as For For Management Designated Company Director of Non-U.S. Subsidiaries 2j Elect Director Nick Denniston as For For Management Designated Company Director of Non-U.S. Subsidiaries 2k Elect Director Michael Feetham as For For Management Designated Company Director of Non-U.S. Subsidiaries 2l Elect Director Stephen Fogarty as For For Management Designated Company Director of Non-U.S. Subsidiaries 2m Elect Director Giuliano Giovannetti as For For Management Designated Company Director of Non-U.S. Subsidiaries 2n Elect Director Marc Grandisson as For For Management Designated Company Director of Non-U.S. Subsidiaries 2o Elect Director Michael Hammer as For For Management Designated Company Director of Non-U.S. Subsidiaries 2p Elect Director Pat Hartman as For For Management Designated Company Director of Non-U.S. Subsidiaries 2q Elect Director David W. Hipkin as For For Management Designated Company Director of Non-U.S. Subsidiaries 2r Elect Director W. Preston Hutchings as For For Management Designated Company Director of Non-U.S. Subsidiaries 2s Elect Director Constantine Iordanou as For For Management Designated Company Director of Non-U.S. Subsidiaries 2t Elect Director Wolbert H. Kamphuijs as For For Management Designated Company Director of Non-U.S. Subsidiaries 2u Elect Director Cathy Kelly as For For Management Designated Company Director of Non-U.S. Subsidiaries 2v Elect Director Michael H. Kier as For For Management Designated Company Director of Non-U.S. Subsidiaries 2w Elect Director Jason Kittinger as For For Management Designated Company Director of Non-U.S. Subsidiaries 2x Elect Director Gerald Konig as For For Management Designated Company Director of Non-U.S. Subsidiaries 2y Elect Director Lin Li-Williams as For For Management Designated Company Director of Non-U.S. Subsidiaries 2z Elect Director Mark D. Lyons as For For Management Designated Company Director of Non-U.S. Subsidiaries 2aa Elect Director Patrick Mailloux as For For Management Designated Company Director of Non-U.S. Subsidiaries 2ab Elect Director Robert McDowell as For For Management Designated Company Director of Non-U.S. Subsidiaries 2ac Elect Director David H. McElroy as For For Management Designated Company Director of Non-U.S. Subsidiaries 2ad Elect Director Rommel Mercado as For For Management Designated Company Director of Non-U.S. Subsidiaries 2ae Elect Director David J. Mulholland as For For Management Designated Company Director of Non-U.S. Subsidiaries 2af Elect Director Paul Muller as For For Management Designated Company Director of Non-U.S. Subsidiaries 2ag Elect Director Mark Nolan as For For Management Designated Company Director of Non-U.S. Subsidiaries 2ah Elect Director Marita Oliver as For For Management Designated Company Director of Non-U.S. Subsidiaries 2ai Elect Director Nicolas Papadopoulo as For For Management Designated Company Director of Non-U.S. Subsidiaries 2aj Elect Director Elisabeth Quinn as For For Management Designated Company Director of Non-U.S. Subsidiaries 2ak Elect Director Maamoun Rajeh as For For Management Designated Company Director of Non-U.S. Subsidiaries 2al Elect Director Andrew T. Rippert as For For Management Designated Company Director of Non-U.S. Subsidiaries 2am Elect Director Carla Santamaria-Sena For For Management as Designated Company Director of Non-U.S. Subsidiaries 2an Elect Director Arthur Scace as For For Management Designated Company Director of Non-U.S. Subsidiaries 2ao Elect Director Scott Schenker as For For Management Designated Company Director of Non-U.S. Subsidiaries 2ap Elect Director Soren Scheuer as For For Management Designated Company Director of Non-U.S. Subsidiaries 2aq Elect Director Budhi Singh as For For Management Designated Company Director of Non-U.S. Subsidiaries 2ar Elect Director Damian Smith as For For Management Designated Company Director of Non-U.S. Subsidiaries 2as Elect Director William A. Soares as For For Management Designated Company Director of Non-U.S. Subsidiaries 2at Elect Director Scott Stirling as For For Management Designated Company Director of Non-U.S. Subsidiaries 2au Elect Director Hugh Sturgess as For For Management Designated Company Director of Non-U.S. Subsidiaries 2av Elect Director Richard Sullivan as For For Management Designated Company Director of Non-U.S. Subsidiaries 2aw Elect Director Ryan Taylor as For For Management Designated Company Director of Non-U.S. Subsidiaries 2ax Elect Director Ross Totten as For For Management Designated Company Director of Non-U.S. Subsidiaries 2ay Elect Director Iwan van Munster as For For Management Designated Company Director of Non-U.S. Subsidiaries 2az Elect Director Angus Watson as For For Management Designated Company Director of Non-U.S. Subsidiaries 2ba Elect Director James R. Weatherstone For For Management as Designated Company Director of Non-U.S. Subsidiaries 2bb Elect Director Gerald Wolfe as For For Management Designated Company Director of Non-U.S. Subsidiaries 3 Approve Omnibus Stock Plan For For Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- ARCHER-DANIELS-MIDLAND COMPANY Ticker: ADM Security ID: 39483102 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: A.L. BOECKMANN For For Management 1B. ELECTION OF DIRECTOR: M.H. CARTER For For Management 1C. ELECTION OF DIRECTOR: T.K. CREWS For For Management 1D. ELECTION OF DIRECTOR: P. DUFOUR For For Management 1E. ELECTION OF DIRECTOR: D.E. FELSINGER For For Management 1F. ELECTION OF DIRECTOR: J.R. LUCIANO For For Management 1G. ELECTION OF DIRECTOR: A. MACIEL For For Management 1H. ELECTION OF DIRECTOR: P.J. MOORE For For Management 1I. ELECTION OF DIRECTOR: T.F. O'NEILL For For Management 1J. ELECTION OF DIRECTOR: F. SANCHEZ For For Management 1K. ELECTION OF DIRECTOR: D. SHIH For For Management 1L. ELECTION OF DIRECTOR: K.R. WESTBROOK For For Management 1M. ELECTION OF DIRECTOR: P.A. WOERTZ For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 REAPPROVE THE MATERIAL TERMS OF For For Management INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5 STOCKHOLDER PROPOSAL REQUESTING AN No For Management INDEPENDENT BOARD CHAIRMAN. -------------------------------------------------------------------------------- ARCTIC CAT INC. Ticker: ACAT Security ID: 39670104 Meeting Date: AUG 07, 2014 Meeting Type: Annual Record Date: JUN 10, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 2 TO APPROVE AN AMENDMENT TO THE For For Management COMPANY'S RESTATED ARTICLES OF INCORPORATION TO PROVIDE THAT DIRECTORS WILL BE ELECTED BY A MAJORITY VOTE IN UNCONTESTED ELECTIONS. 3 TO RATIFY THE APPOINTMENT OF GRANT For No Management THORNTON LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL YEAR. 4 TO APPROVE THE RESOLUTION ON THE For For Management ADVISORY VOTE ON EXECUTIVE COMPENSATION, OR SAY-ON-PAY. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 2 TO APPROVE AN AMENDMENT TO THE For For Management COMPANY'S RESTATED ARTICLES OF INCORPORATION TO PROVIDE THAT DIRECTORS WILL BE ELECTED BY A MAJORITY VOTE IN UNCONTESTED ELECTIONS. 3 TO RATIFY THE APPOINTMENT OF GRANT For No Management THORNTON LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL YEAR. 4 TO APPROVE THE RESOLUTION ON THE For For Management ADVISORY VOTE ON EXECUTIVE COMPENSATION, OR SAY-ON-PAY. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 2 TO APPROVE AN AMENDMENT TO THE For For Management COMPANY'S RESTATED ARTICLES OF INCORPORATION TO PROVIDE THAT DIRECTORS WILL BE ELECTED BY A MAJORITY VOTE IN UNCONTESTED ELECTIONS. 3 TO RATIFY THE APPOINTMENT OF GRANT For No Management THORNTON LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL YEAR. 4 TO APPROVE THE RESOLUTION ON THE For For Management ADVISORY VOTE ON EXECUTIVE COMPENSATION, OR SAY-ON-PAY. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 2 TO APPROVE AN AMENDMENT TO THE For For Management COMPANY'S RESTATED ARTICLES OF INCORPORATION TO PROVIDE THAT DIRECTORS WILL BE ELECTED BY A MAJORITY VOTE IN UNCONTESTED ELECTIONS. 3 TO RATIFY THE APPOINTMENT OF GRANT For No Management THORNTON LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL YEAR. 4 TO APPROVE THE RESOLUTION ON THE For For Management ADVISORY VOTE ON EXECUTIVE COMPENSATION, OR SAY-ON-PAY. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 2 TO APPROVE AN AMENDMENT TO THE For For Management COMPANY'S RESTATED ARTICLES OF INCORPORATION TO PROVIDE THAT DIRECTORS WILL BE ELECTED BY A MAJORITY VOTE IN UNCONTESTED ELECTIONS. 3 TO RATIFY THE APPOINTMENT OF GRANT For No Management THORNTON LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL YEAR. 4 TO APPROVE THE RESOLUTION ON THE For For Management ADVISORY VOTE ON EXECUTIVE COMPENSATION, OR SAY-ON-PAY. -------------------------------------------------------------------------------- ARRIS GROUP, INC. Ticker: ARRS Security ID: 04270V106 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: ALEX B. BEST For For Management 1B. ELECTION OF DIRECTOR: HARRY L. BOSCO For For Management 1C. ELECTION OF DIRECTOR: J. TIMOTHY BRYAN For For Management 1D. ELECTION OF DIRECTOR: JAMES A. CHIDDIX For For Management 1E. ELECTION OF DIRECTOR: ANDREW T. HELLER For For Management 1F. ELECTION OF DIRECTOR: DR. JEONG H. KIM For For Management 1G. ELECTION OF DIRECTOR: ROBERT J. For For Management STANZIONE 1H. ELECTION OF DIRECTOR: DOREEN A. TOBEN For For Management 1I. ELECTION OF DIRECTOR: DEBORA J. WILSON For For Management 1J. ELECTION OF DIRECTOR: DAVID A. WOODLE For For Management 2 VOTING, ON A NON-BINDING ADVISORY For For Management BASIS, ON EXECUTIVE COMPENSATION (SAY ON PAY") AS DISCLOSED IN THE PROXY STATEMENT. " 3 RATIFYING THE RETENTION OF ERNST & For No Management YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR 2015. 1A. ELECTION OF DIRECTOR: ALEX B. BEST For For Management 1B. ELECTION OF DIRECTOR: HARRY L. BOSCO For For Management 1C. ELECTION OF DIRECTOR: J. TIMOTHY BRYAN For For Management 1D. ELECTION OF DIRECTOR: JAMES A. CHIDDIX For For Management 1E. ELECTION OF DIRECTOR: ANDREW T. HELLER For For Management 1F. ELECTION OF DIRECTOR: DR. JEONG H. KIM For For Management 1G. ELECTION OF DIRECTOR: ROBERT J. For For Management STANZIONE 1H. ELECTION OF DIRECTOR: DOREEN A. TOBEN For For Management 1I. ELECTION OF DIRECTOR: DEBORA J. WILSON For For Management 1J. ELECTION OF DIRECTOR: DAVID A. WOODLE For For Management 2 VOTING, ON A NON-BINDING ADVISORY For For Management BASIS, ON EXECUTIVE COMPENSATION (SAY ON PAY") AS DISCLOSED IN THE PROXY STATEMENT. " 3 RATIFYING THE RETENTION OF ERNST & For No Management YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR 2015. 1A. ELECTION OF DIRECTOR: ALEX B. BEST For For Management 1B. ELECTION OF DIRECTOR: HARRY L. BOSCO For For Management 1C. ELECTION OF DIRECTOR: J. TIMOTHY BRYAN For For Management 1D. ELECTION OF DIRECTOR: JAMES A. CHIDDIX For For Management 1E. ELECTION OF DIRECTOR: ANDREW T. HELLER For For Management 1F. ELECTION OF DIRECTOR: DR. JEONG H. KIM For For Management 1G. ELECTION OF DIRECTOR: ROBERT J. For For Management STANZIONE 1H. ELECTION OF DIRECTOR: DOREEN A. TOBEN For For Management 1I. ELECTION OF DIRECTOR: DEBORA J. WILSON For For Management 1J. ELECTION OF DIRECTOR: DAVID A. WOODLE For For Management 2 VOTING, ON A NON-BINDING ADVISORY For For Management BASIS, ON EXECUTIVE COMPENSATION (SAY ON PAY") AS DISCLOSED IN THE PROXY STATEMENT. " 3 RATIFYING THE RETENTION OF ERNST & For No Management YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR 2015. 1A. ELECTION OF DIRECTOR: ALEX B. BEST For For Management 1B. ELECTION OF DIRECTOR: HARRY L. BOSCO For For Management 1C. ELECTION OF DIRECTOR: J. TIMOTHY BRYAN For For Management 1D. ELECTION OF DIRECTOR: JAMES A. CHIDDIX For For Management 1E. ELECTION OF DIRECTOR: ANDREW T. HELLER For For Management 1F. ELECTION OF DIRECTOR: DR. JEONG H. KIM For For Management 1G. ELECTION OF DIRECTOR: ROBERT J. For For Management STANZIONE 1H. ELECTION OF DIRECTOR: DOREEN A. TOBEN For For Management 1I. ELECTION OF DIRECTOR: DEBORA J. WILSON For For Management 1J. ELECTION OF DIRECTOR: DAVID A. WOODLE For For Management 2 VOTING, ON A NON-BINDING ADVISORY For For Management BASIS, ON EXECUTIVE COMPENSATION (SAY ON PAY") AS DISCLOSED IN THE PROXY STATEMENT. " 3 RATIFYING THE RETENTION OF ERNST & For No Management YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR 2015. 1A. ELECTION OF DIRECTOR: ALEX B. BEST For For Management 1B. ELECTION OF DIRECTOR: HARRY L. BOSCO For For Management 1C. ELECTION OF DIRECTOR: J. TIMOTHY BRYAN For For Management 1D. ELECTION OF DIRECTOR: JAMES A. CHIDDIX For For Management 1E. ELECTION OF DIRECTOR: ANDREW T. HELLER For For Management 1F. ELECTION OF DIRECTOR: DR. JEONG H. KIM For For Management 1G. ELECTION OF DIRECTOR: ROBERT J. For For Management STANZIONE 1H. ELECTION OF DIRECTOR: DOREEN A. TOBEN For For Management 1I. ELECTION OF DIRECTOR: DEBORA J. WILSON For For Management 1J. ELECTION OF DIRECTOR: DAVID A. WOODLE For For Management 2 VOTING, ON A NON-BINDING ADVISORY For For Management BASIS, ON EXECUTIVE COMPENSATION (SAY ON PAY") AS DISCLOSED IN THE PROXY STATEMENT. " 3 RATIFYING THE RETENTION OF ERNST & For No Management YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR 2015. 1A. ELECTION OF DIRECTOR: ALEX B. BEST For For Management 1B. ELECTION OF DIRECTOR: HARRY L. BOSCO For For Management 1C. ELECTION OF DIRECTOR: J. TIMOTHY BRYAN For For Management 1D. ELECTION OF DIRECTOR: JAMES A. CHIDDIX For For Management 1E. ELECTION OF DIRECTOR: ANDREW T. HELLER For For Management 1F. ELECTION OF DIRECTOR: DR. JEONG H. KIM For For Management 1G. ELECTION OF DIRECTOR: ROBERT J. For For Management STANZIONE 1H. ELECTION OF DIRECTOR: DOREEN A. TOBEN For For Management 1I. ELECTION OF DIRECTOR: DEBORA J. WILSON For For Management 1J. ELECTION OF DIRECTOR: DAVID A. WOODLE For For Management 2 VOTING, ON A NON-BINDING ADVISORY For For Management BASIS, ON EXECUTIVE COMPENSATION (SAY ON PAY") AS DISCLOSED IN THE PROXY STATEMENT. " 3 RATIFYING THE RETENTION OF ERNST & For No Management YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR 2015. 1A. ELECTION OF DIRECTOR: ALEX B. BEST For For Management 1B. ELECTION OF DIRECTOR: HARRY L. BOSCO For For Management 1C. ELECTION OF DIRECTOR: J. TIMOTHY BRYAN For For Management 1D. ELECTION OF DIRECTOR: JAMES A. CHIDDIX For For Management 1E. ELECTION OF DIRECTOR: ANDREW T. HELLER For For Management 1F. ELECTION OF DIRECTOR: DR. JEONG H. KIM For For Management 1G. ELECTION OF DIRECTOR: ROBERT J. For For Management STANZIONE 1H. ELECTION OF DIRECTOR: DOREEN A. TOBEN For For Management 1I. ELECTION OF DIRECTOR: DEBORA J. WILSON For For Management 1J. ELECTION OF DIRECTOR: DAVID A. WOODLE For For Management 2 VOTING, ON A NON-BINDING ADVISORY For For Management BASIS, ON EXECUTIVE COMPENSATION (SAY ON PAY") AS DISCLOSED IN THE PROXY STATEMENT. " 3 RATIFYING THE RETENTION OF ERNST & For No Management YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR 2015. 1A. ELECTION OF DIRECTOR: ALEX B. BEST For For Management 1B. ELECTION OF DIRECTOR: HARRY L. BOSCO For For Management 1C. ELECTION OF DIRECTOR: J. TIMOTHY BRYAN For For Management 1D. ELECTION OF DIRECTOR: JAMES A. CHIDDIX For For Management 1E. ELECTION OF DIRECTOR: ANDREW T. HELLER For For Management 1F. ELECTION OF DIRECTOR: DR. JEONG H. KIM For For Management 1G. ELECTION OF DIRECTOR: ROBERT J. For For Management STANZIONE 1H. ELECTION OF DIRECTOR: DOREEN A. TOBEN For For Management 1I. ELECTION OF DIRECTOR: DEBORA J. WILSON For For Management 1J. ELECTION OF DIRECTOR: DAVID A. WOODLE For For Management 2 VOTING, ON A NON-BINDING ADVISORY For For Management BASIS, ON EXECUTIVE COMPENSATION (SAY ON PAY") AS DISCLOSED IN THE PROXY STATEMENT. " 3 RATIFYING THE RETENTION OF ERNST & For No Management YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR 2015. 1A. ELECTION OF DIRECTOR: ALEX B. BEST For For Management 1B. ELECTION OF DIRECTOR: HARRY L. BOSCO For For Management 1C. ELECTION OF DIRECTOR: J. TIMOTHY BRYAN For For Management 1D. ELECTION OF DIRECTOR: JAMES A. CHIDDIX For For Management 1E. ELECTION OF DIRECTOR: ANDREW T. HELLER For For Management 1F. ELECTION OF DIRECTOR: DR. JEONG H. KIM For For Management 1G. ELECTION OF DIRECTOR: ROBERT J. For For Management STANZIONE 1H. ELECTION OF DIRECTOR: DOREEN A. TOBEN For For Management 1I. ELECTION OF DIRECTOR: DEBORA J. WILSON For For Management 1J. ELECTION OF DIRECTOR: DAVID A. WOODLE For For Management 2 VOTING, ON A NON-BINDING ADVISORY For For Management BASIS, ON EXECUTIVE COMPENSATION (SAY ON PAY") AS DISCLOSED IN THE PROXY STATEMENT. " 3 RATIFYING THE RETENTION OF ERNST & For No Management YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR 2015. 1A. ELECTION OF DIRECTOR: ALEX B. BEST For For Management 1B. ELECTION OF DIRECTOR: HARRY L. BOSCO For For Management 1C. ELECTION OF DIRECTOR: J. TIMOTHY BRYAN For For Management 1D. ELECTION OF DIRECTOR: JAMES A. CHIDDIX For For Management 1E. ELECTION OF DIRECTOR: ANDREW T. HELLER For For Management 1F. ELECTION OF DIRECTOR: DR. JEONG H. KIM For For Management 1G. ELECTION OF DIRECTOR: ROBERT J. For For Management STANZIONE 1H. ELECTION OF DIRECTOR: DOREEN A. TOBEN For For Management 1I. ELECTION OF DIRECTOR: DEBORA J. WILSON For For Management 1J. ELECTION OF DIRECTOR: DAVID A. WOODLE For For Management 2 VOTING, ON A NON-BINDING ADVISORY For For Management BASIS, ON EXECUTIVE COMPENSATION (SAY ON PAY") AS DISCLOSED IN THE PROXY STATEMENT. " 3 RATIFYING THE RETENTION OF ERNST & For No Management YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR 2015. 1A. ELECTION OF DIRECTOR: ALEX B. BEST For For Management 1B. ELECTION OF DIRECTOR: HARRY L. BOSCO For For Management 1C. ELECTION OF DIRECTOR: J. TIMOTHY BRYAN For For Management 1D. ELECTION OF DIRECTOR: JAMES A. CHIDDIX For For Management 1E. ELECTION OF DIRECTOR: ANDREW T. HELLER For For Management 1F. ELECTION OF DIRECTOR: DR. JEONG H. KIM For For Management 1G. ELECTION OF DIRECTOR: ROBERT J. For For Management STANZIONE 1H. ELECTION OF DIRECTOR: DOREEN A. TOBEN For For Management 1I. ELECTION OF DIRECTOR: DEBORA J. WILSON For For Management 1J. ELECTION OF DIRECTOR: DAVID A. WOODLE For For Management 2 VOTING, ON A NON-BINDING ADVISORY For For Management BASIS, ON EXECUTIVE COMPENSATION (SAY ON PAY") AS DISCLOSED IN THE PROXY STATEMENT. " 3 RATIFYING THE RETENTION OF ERNST & For No Management YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR 2015. 1A. ELECTION OF DIRECTOR: ALEX B. BEST For For Management 1B. ELECTION OF DIRECTOR: HARRY L. BOSCO For For Management 1C. ELECTION OF DIRECTOR: J. TIMOTHY BRYAN For For Management 1D. ELECTION OF DIRECTOR: JAMES A. CHIDDIX For For Management 1E. ELECTION OF DIRECTOR: ANDREW T. HELLER For For Management 1F. ELECTION OF DIRECTOR: DR. JEONG H. KIM For For Management 1G. ELECTION OF DIRECTOR: ROBERT J. For For Management STANZIONE 1H. ELECTION OF DIRECTOR: DOREEN A. TOBEN For For Management 1I. ELECTION OF DIRECTOR: DEBORA J. WILSON For For Management 1J. ELECTION OF DIRECTOR: DAVID A. WOODLE For For Management 2 VOTING, ON A NON-BINDING ADVISORY For For Management BASIS, ON EXECUTIVE COMPENSATION (SAY ON PAY") AS DISCLOSED IN THE PROXY STATEMENT. " 3 RATIFYING THE RETENTION OF ERNST & For No Management YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR 2015. -------------------------------------------------------------------------------- ARROW ELECTRONICS, INC. Ticker: ARW Security ID: 042735100 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 25, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Barry W. Perry For For Management 1.2 Elect Director Philip K. Asherman For For Management 1.3 Elect Director Gail E. Hamilton For For Management 1.4 Elect Director John N. Hanson For For Management 1.5 Elect Director Richard S. Hill For For Management 1.6 Elect Director M.F. (Fran) Keeth For For Management 1.7 Elect Director Andrew C. Kerin For For Management 1.8 Elect Director Michael J. Long For For Management 1.9 Elect Director Stephen C. Patrick For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- AT&T INC. Ticker: T Security ID: 00206R102 Meeting Date: APR 24, 2015 Meeting Type: Annual Record Date: FEB 25, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Randall L. Stephenson For Against Management 1.2 Elect Director Scott T. Ford For For Management 1.3 Elect Director Glenn H. Hutchins For For Management 1.4 Elect Director William E. Kennard For For Management 1.5 Elect Director Jon C. Madonna For For Management 1.6 Elect Director Michael B. McCallister For For Management 1.7 Elect Director John B. McCoy For For Management 1.8 Elect Director Beth E. Mooney For For Management 1.9 Elect Director Joyce M. Roche For For Management 1.10 Elect Director Matthew K. Rose For For Management 1.11 Elect Director Cynthia B. Taylor For For Management 1.12 Elect Director Laura D'Andrea Tyson For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Report on Indirect Political Against For Shareholder Contribution 5 Report on Lobbying Payments and Policy Against For Shareholder 6 Amend Bylaws to Call Special Meetings Against For Shareholder -------------------------------------------------------------------------------- ATOS, BEZONS Ticker: Security ID: F06116101 Meeting Date: MAY 28, 2015 Meeting Type: MIX Record Date: MAY 25, 2015 # Proposal Mgt Rec Vote Cast Sponsor CMMT PLEASE NOTE IN THE FRENCH MARKET THAT M Note Non Management THE ONLY VALID VOTE OPTIONS ARE FOR" Votable AND "AGAINST" A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE. " CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS M Note Non Management THAT DO NOT HOLD SHARES DIRECTLY WITH Votable A FRENCH CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTO CMMT 11 MAY 2015: PLEASE NOTE THAT M Note Non Management IMPORTANT ADDITIONAL MEETING Votable INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo. journal-officiel.gouv. fr/pdf/2015/0422/201504221501270.pdf. THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL LINK: ht O.1 APPROVAL OF THE ANNUAL CORPORATE For For Management FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2014 O.2 APPROVAL OF THE CONSOLIDATED FINANCIAL For For Management STATEMENTS FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2014 O.3 ALLOCATION OF INCOME FOR THE FINANCIAL For For Management YEAR ENDED DECEMBER 31, 2014 AND PAYMENT OF DIVIDENDS OF EUR 0.80 PER SHARE O.4 OPTION FOR THE PAYMENT OF DIVIDEND IN For For Management SHARES O.5 SETTING THE ANNUAL TOTAL AMOUNT OF For For Management ATTENDANCE ALLOWANCE TO BE ALLOCATED TO THE BOARD OF DIRECTORS O.6 RENEWAL OF TERM OF MR. THIERRY BRETON For For Management AS DIRECTOR O.7 RENEWAL OF TERM OF MR. BERTRAND For For Management MEUNIER AS DIRECTOR O.8 RENEWAL OF TERM OF MRS. PASQUALE For For Management PISTORIO AS DIRECTOR O.9 RATIFICATION OF THE APPOINTMENT OF MRS. For No Management VALERIE BERNIS AS DIRECTOR O.10 PRESENTATION OF THE SPECIAL REPORT OF For For Management THE STATUTORY AUDITORS ON THE AGREEMENTS PURSUANT TO ARTICLES L. 225-38 ET SEQ. OF THE COMMERCIAL CODE AND APPROVAL OF THE AGREEMENTS THEREIN O.11 ADVISORY REVIEW OF THE COMPENSATION For No Management OWED OR PAID FOR THE FINANCIAL YEAR ENDED ON DECEMBER 31, 2014 TO MR. THIERRY BRETON, PRESIDENT AND CEO O.12 AUTHORIZATION GRANTED TO THE BOARD OF For For Management DIRECTORS TO PURCHASE, RETAIN OR TRANSFER SHARES OF THE COMPANY E.13 AUTHORIZATION GRANTED TO THE BOARD OF For For Management DIRECTORS TO REDUCE SHARE CAPITAL VIA CANCELLATION OF TREASURY SHARES E.14 DELEGATION OF AUTHORITY GRANTED TO THE For For Management BOARD OF DIRECTORS TO INCREASE CAPITAL OF THE COMPANY WITH CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHT IN FAVOR OF EMPLOYEES OF THE COMPANY AND AFFILIATED COMPANIES E.15 AMENDMENT TO ARTICLE 33 OF THE For For Management BYLAWS-GENERAL MEETING DELIBERATIONS E.16 AMENDMENT TO ARTICLE 25 OF THE For For Management BYLAWS-REGULATED AGREEMENTS E.17 AMENDMENT TO ARTICLE 28 OF THE For For Management BYLAWS-GENERAL MEETING COMMON PROVISIONS E.18 POWERS TO CARRY OUT ALL LEGAL For For Management FORMALITIES -------------------------------------------------------------------------------- ATWOOD OCEANICS, INC. Ticker: ATW Security ID: 50095108 Meeting Date: FEB 18, 2015 Meeting Type: Annual Record Date: DEC 19, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO APPROVE, BY A SHAREHOLDER For For Management NON-BINDING ADVISORY VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITORS FOR FISCAL YEAR 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO APPROVE, BY A SHAREHOLDER For For Management NON-BINDING ADVISORY VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITORS FOR FISCAL YEAR 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO APPROVE, BY A SHAREHOLDER For For Management NON-BINDING ADVISORY VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITORS FOR FISCAL YEAR 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO APPROVE, BY A SHAREHOLDER For For Management NON-BINDING ADVISORY VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITORS FOR FISCAL YEAR 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO APPROVE, BY A SHAREHOLDER For For Management NON-BINDING ADVISORY VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITORS FOR FISCAL YEAR 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO APPROVE, BY A SHAREHOLDER For For Management NON-BINDING ADVISORY VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITORS FOR FISCAL YEAR 2015. -------------------------------------------------------------------------------- AVISTA CORP. Ticker: AVA Security ID: 05379B107 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: ERIK J. ANDERSON For For Management 1B. ELECTION OF DIRECTOR: KRISTIANNE BLAKE For For Management 1C. ELECTION OF DIRECTOR: DONALD C. BURKE For For Management 1D. ELECTION OF DIRECTOR: JOHN F. KELLY For For Management 1E. ELECTION OF DIRECTOR: REBECCA A. KLEIN For For Management 1F. ELECTION OF DIRECTOR: SCOTT L. MORRIS For For Management 1G. ELECTION OF DIRECTOR: MARC F. RACICOT For For Management 1H. ELECTION OF DIRECTOR: HEIDI B. STANLEY For For Management 1I. ELECTION OF DIRECTOR: R. JOHN TAYLOR For For Management 1J. ELECTION OF DIRECTOR: JANET D. WIDMANN For For Management 2 AMENDMENT OF THE COMPANY'S RESTATED For For Management ARTICLES OF INCORPORATION TO REDUCE CERTAIN SHAREHOLDER APPROVAL REQUIREMENTS 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 AMENDMENT OF THE COMPANY'S LONG-TERM For For Management INCENTIVE PLAN IN ORDER TO INCREASE THE NUMBER OF SHARES RESERVED FOR THE ISSUANCE UNDER THE PLAN 5 ADVISORY (NON-BINDING) VOTE ON For For Management EXECUTIVE COMPENSATION 1A. ELECTION OF DIRECTOR: ERIK J. ANDERSON For For Management 1B. ELECTION OF DIRECTOR: KRISTIANNE BLAKE For For Management 1C. ELECTION OF DIRECTOR: DONALD C. BURKE For For Management 1D. ELECTION OF DIRECTOR: JOHN F. KELLY For For Management 1E. ELECTION OF DIRECTOR: REBECCA A. KLEIN For For Management 1F. ELECTION OF DIRECTOR: SCOTT L. MORRIS For For Management 1G. ELECTION OF DIRECTOR: MARC F. RACICOT For For Management 1H. ELECTION OF DIRECTOR: HEIDI B. STANLEY For For Management 1I. ELECTION OF DIRECTOR: R. JOHN TAYLOR For For Management 1J. ELECTION OF DIRECTOR: JANET D. WIDMANN For For Management 2 AMENDMENT OF THE COMPANY'S RESTATED For For Management ARTICLES OF INCORPORATION TO REDUCE CERTAIN SHAREHOLDER APPROVAL REQUIREMENTS 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 AMENDMENT OF THE COMPANY'S LONG-TERM For For Management INCENTIVE PLAN IN ORDER TO INCREASE THE NUMBER OF SHARES RESERVED FOR THE ISSUANCE UNDER THE PLAN 5 ADVISORY (NON-BINDING) VOTE ON For For Management EXECUTIVE COMPENSATION 1A. ELECTION OF DIRECTOR: ERIK J. ANDERSON For For Management 1B. ELECTION OF DIRECTOR: KRISTIANNE BLAKE For For Management 1C. ELECTION OF DIRECTOR: DONALD C. BURKE For For Management 1D. ELECTION OF DIRECTOR: JOHN F. KELLY For For Management 1E. ELECTION OF DIRECTOR: REBECCA A. KLEIN For For Management 1F. ELECTION OF DIRECTOR: SCOTT L. MORRIS For For Management 1G. ELECTION OF DIRECTOR: MARC F. RACICOT For For Management 1H. ELECTION OF DIRECTOR: HEIDI B. STANLEY For For Management 1I. ELECTION OF DIRECTOR: R. JOHN TAYLOR For For Management 1J. ELECTION OF DIRECTOR: JANET D. WIDMANN For For Management 2 AMENDMENT OF THE COMPANY'S RESTATED For For Management ARTICLES OF INCORPORATION TO REDUCE CERTAIN SHAREHOLDER APPROVAL REQUIREMENTS 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 AMENDMENT OF THE COMPANY'S LONG-TERM For For Management INCENTIVE PLAN IN ORDER TO INCREASE THE NUMBER OF SHARES RESERVED FOR THE ISSUANCE UNDER THE PLAN 5 ADVISORY (NON-BINDING) VOTE ON For For Management EXECUTIVE COMPENSATION 1A. ELECTION OF DIRECTOR: ERIK J. ANDERSON For For Management 1B. ELECTION OF DIRECTOR: KRISTIANNE BLAKE For For Management 1C. ELECTION OF DIRECTOR: DONALD C. BURKE For For Management 1D. ELECTION OF DIRECTOR: JOHN F. KELLY For For Management 1E. ELECTION OF DIRECTOR: REBECCA A. KLEIN For For Management 1F. ELECTION OF DIRECTOR: SCOTT L. MORRIS For For Management 1G. ELECTION OF DIRECTOR: MARC F. RACICOT For For Management 1H. ELECTION OF DIRECTOR: HEIDI B. STANLEY For For Management 1I. ELECTION OF DIRECTOR: R. JOHN TAYLOR For For Management 1J. ELECTION OF DIRECTOR: JANET D. WIDMANN For For Management 2 AMENDMENT OF THE COMPANY'S RESTATED For For Management ARTICLES OF INCORPORATION TO REDUCE CERTAIN SHAREHOLDER APPROVAL REQUIREMENTS 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 AMENDMENT OF THE COMPANY'S LONG-TERM For For Management INCENTIVE PLAN IN ORDER TO INCREASE THE NUMBER OF SHARES RESERVED FOR THE ISSUANCE UNDER THE PLAN 5 ADVISORY (NON-BINDING) VOTE ON For For Management EXECUTIVE COMPENSATION 1A. ELECTION OF DIRECTOR: ERIK J. ANDERSON For For Management 1B. ELECTION OF DIRECTOR: KRISTIANNE BLAKE For For Management 1C. ELECTION OF DIRECTOR: DONALD C. BURKE For For Management 1D. ELECTION OF DIRECTOR: JOHN F. KELLY For For Management 1E. ELECTION OF DIRECTOR: REBECCA A. KLEIN For For Management 1F. ELECTION OF DIRECTOR: SCOTT L. MORRIS For For Management 1G. ELECTION OF DIRECTOR: MARC F. RACICOT For For Management 1H. ELECTION OF DIRECTOR: HEIDI B. STANLEY For For Management 1I. ELECTION OF DIRECTOR: R. JOHN TAYLOR For For Management 1J. ELECTION OF DIRECTOR: JANET D. WIDMANN For For Management 2 AMENDMENT OF THE COMPANY'S RESTATED For For Management ARTICLES OF INCORPORATION TO REDUCE CERTAIN SHAREHOLDER APPROVAL REQUIREMENTS 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 AMENDMENT OF THE COMPANY'S LONG-TERM For For Management INCENTIVE PLAN IN ORDER TO INCREASE THE NUMBER OF SHARES RESERVED FOR THE ISSUANCE UNDER THE PLAN 5 ADVISORY (NON-BINDING) VOTE ON For For Management EXECUTIVE COMPENSATION 1A. ELECTION OF DIRECTOR: ERIK J. ANDERSON For For Management 1B. ELECTION OF DIRECTOR: KRISTIANNE BLAKE For For Management 1C. ELECTION OF DIRECTOR: DONALD C. BURKE For For Management 1D. ELECTION OF DIRECTOR: JOHN F. KELLY For For Management 1E. ELECTION OF DIRECTOR: REBECCA A. KLEIN For For Management 1F. ELECTION OF DIRECTOR: SCOTT L. MORRIS For For Management 1G. ELECTION OF DIRECTOR: MARC F. RACICOT For For Management 1H. ELECTION OF DIRECTOR: HEIDI B. STANLEY For For Management 1I. ELECTION OF DIRECTOR: R. JOHN TAYLOR For For Management 1J. ELECTION OF DIRECTOR: JANET D. WIDMANN For For Management 2 AMENDMENT OF THE COMPANY'S RESTATED For For Management ARTICLES OF INCORPORATION TO REDUCE CERTAIN SHAREHOLDER APPROVAL REQUIREMENTS 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 AMENDMENT OF THE COMPANY'S LONG-TERM For For Management INCENTIVE PLAN IN ORDER TO INCREASE THE NUMBER OF SHARES RESERVED FOR THE ISSUANCE UNDER THE PLAN 5 ADVISORY (NON-BINDING) VOTE ON For For Management EXECUTIVE COMPENSATION -------------------------------------------------------------------------------- AVNET, INC. Ticker: AVT Security ID: 053807103 Meeting Date: NOV 06, 2014 Meeting Type: Annual Record Date: SEP 08, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director William J. Amelio For For Management 1b Elect Director J. Veronica Biggins For For Management 1c Elect Director Michael A. Bradley For For Management 1d Elect Director R. Kerry Clark For For Management 1e Elect Director Richard Hamada For For Management 1f Elect Director James A. Lawrence For For Management 1g Elect Director Avid Modjtabai For For Management 1h Elect Director Ray M. Robinson For For Management 1i Elect Director William H. Schumann III For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- BANCO SANTANDER, S.A. Ticker: SAN Security ID: 05964H105 Meeting Date: SEP 15, 2014 Meeting Type: Special Record Date: JUL 11, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1A. RESOLUTION 1A Take No For Management Action 1B. RESOLUTION 1B Take No For Management Action 1C. RESOLUTION 1C Take No For Management Action 1D. RESOLUTION 1D Take No For Management Action 1E. RESOLUTION 1E Take No For Management Action 1F. RESOLUTION 1F Take No For Management Action 2A. RESOLUTION 2A Take No For Management Action 2B. RESOLUTION 2B Take No For Management Action 2C. RESOLUTION 2C Take No For Management Action 2D. RESOLUTION 2D Take No For Management Action 3 RESOLUTION 3 Take No For Management Action -------------------------------------------------------------------------------- BANCO SANTANDER, S.A. Ticker: SAN Security ID: 05964H105 Meeting Date: MAR 27, 2015 Meeting Type: Annual Record Date: FEB 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A RESOLUTION 1A Take No For Management Action 1B RESOLUTION 1B Take No For Management Action 2 RESOLUTION 2 Take No For Management Action 3A RESOLUTION 3A Take No For Management Action 3B RESOLUTION 3B Take No For Management Action 3C RESOLUTION 3C Take No For Management Action 3D RESOLUTION 3D Take No No Management Action 3E RESOLUTION 3E Take No No Management Action 3F RESOLUTION 3F Take No No Management Action 3G RESOLUTION 3G Take No No Management Action 3H RESOLUTION 3H Take No No Management Action 4 RESOLUTION 4 Take No No Management Action 5A RESOLUTION 5A Take No For Management Action 5B RESOLUTION 5B Take No For Management Action 5C RESOLUTION 5C Take No For Management Action 5D RESOLUTION 5D Take No For Management Action 6A RESOLUTION 6A Take No For Management Action 6B RESOLUTION 6B Take No For Management Action 7 RESOLUTION 7 Take No For Management Action 8 RESOLUTION 8 Take No For Management Action 9A RESOLUTION 9A Take No For Management Action 9B RESOLUTION 9B Take No For Management Action 10A RESOLUTION 10A Take No For Management Action 10B RESOLUTION 10B Take No For Management Action 11 RESOLUTION 11 Take No For Management Action 12 RESOLUTION 12 Take No For Management Action 13 RESOLUTION 13 Take No For Management Action 14A RESOLUTION 14A Take No For Management Action 14B RESOLUTION 14B Take No For Management Action 14C RESOLUTION 14C Take No For Management Action 15 RESOLUTION 15 Take No For Management Action 16 RESOLUTION 16 Take No For Management Action -------------------------------------------------------------------------------- BANKINTER, SA, MADRID Ticker: Security ID: E2116H880 Meeting Date: MAR 18, 2015 Meeting Type: Ordinary General Meeting Record Date: MAR 11, 2015 # Proposal Mgt Rec Vote Cast Sponsor CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT M Note Non Management TO MEETING ID 429635 DUE TO CHANGE IN Votable VOTING STATUS OF RESOLUTION 12. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. CMMT PLEASE NOTE IN THE EVENT THE MEETING M Note Non Management DOES NOT REACH QUORUM, THERE WILL BE A Votable SECOND CALL ON 19 MAR 2015. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU. CMMT SHAREHOLDERS HOLDING LESS THAN 600" M Note Non Management SHARES (MINIMUM AMOUNT TO ATTEND THE Votable MEETING) MAY GRANT A PROXY TO ANOTHER SHAREHOLDER ENTITLED TO LEGAL ASSISTANCE OR GROUP THEM TO REACH AT LEAST THAT NUMBER 1 EXAMINATION AND APPROVAL OF THE For For Management INDIVIDUAL ANNUAL ACCOUNTS (BALANCE SHEETS, PROFIT AND LOSS ACCOUNT, STATEMENT OF CHANGES IN FINANCIAL POSITION, CASH FLOW STATEMENT AND NOTES TO THE FINANCIAL STATEMENTS) AND THE BANKINTER S.A. INDIVIDUAL MANAGEMENT REPORT 2 EXAMINATION AND APPROVAL OF THE For For Management PROPOSAL FOR THE APPLICATION OF THE RESULTS AND THE DISTRIBUTION OF DIVIDENDS FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2014 3 EXAMINATION AND APPROVAL OF THE For For Management MANAGEMENT AND OTHER ACTIONS OF THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2014 4.1 APPROVE THE AMENDMENT OF THE ARTICLES For For Management OF THE CORPORATE BY-LAWS RELATING TO THE GENERAL MEETING, TO INCORPORATE IMPROVEMENTS IN THE REGULATION THEREOF IN LIGHT OF NEW LEGISLATION, INCLUDING, IN PARTICULAR, THE LAW 31/2014, DATED 3 DECEMBER, AMENDING THE CO 4.2 APPROVE THE AMENDMENT AND CREATION, IF For For Management SO REQUIRED, OF THE ARTICLES OF THE CORPORATE BY-LAWS REFERRING TO THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD OF DIRECTORS, TO INCORPORATE IMPROVEMENTS IN THE REGULATION THEREOF IN LIGHT OF NEW LEGISLATION, I 4.3 APPROVE THE AMENDMENT OF THE ARTICLES For For Management OF THE CORPORATE BY-LAWS IN RELATION TO REMUNERATION OF THE DIRECTORS, IN VIEW OF THE NEW LEGISLATION, INCLUDING, IN PARTICULAR, THE LAW 31/2014, DATED 3 DECEMBER, AMENDING THE CORPORATE ENTERPRISES ACT TO IMPROVE COR 4.4 APPROVE THE AMENDMENT OF ARTICLES 6, For For Management 13 15, 16 AND 22 FOR THE INTRODUCTION OF TECHNICAL AND EDITORIAL IMPROVEMENTS. AS A CONSEQUENCE OF ALL PREVIOUS CHANGES, RENUMBERED OF ARTICLES 25 TO 27, WHICH ARE MOVED TO ARTICLE 24 TO 26, RESPECTIVELY, AND RENUMBERE 5 APPROVE THE PARTIAL AMENDMENT OF THE For For Management FOLLOWING ARTICLES OF THE RULES AND REGULATIONS FOR THE GENERAL SHAREHOLDERS' MEETING FOR IMPROVEMENT OF THE REGULATION IN VIEW OF THE NEW LEGISLATION, INCLUDING, IN PARTICULAR, THE LAW 31/2014, DATED 3 DECEMBER, AMEND 6 RE-ELECTION OF THE COMPANY'S AND THE For No Management CONSOLIDATED GROUP'S ACCOUNTS AUDITOR FOR THE FINANCIAL YEAR 2015: DELOITTE, S.L 7.1 APPOINTMENT OF ROSA MARIA GARCIA For For Management GARCIA AS EXTERNAL INDEPENDENT DIRECTOR 7.2 RATIFICATION OF THE NOMINATION AS For For Management DIRECTOR OF MARIA TERESA PULIDO MENDOZA APPOINTED BY MEANS OF COOPTION SINCE THE LAST GENERAL SHAREHOLDERS AS EXTERNAL INDEPENDENT DIRECTOR 7.3 RE-ELECTION OF MARIA DOLORES DANCAUSA For No Management TREVINO AS EXECUTIVE DIRECTOR 7.4 ESTABLISHMENT OF THE NUMBER OF For For Management DIRECTORS 8 AUTHORISATION TO THE BOARD OF For For Management DIRECTOR, WITH THE EXPRESS POWER OF SUBSTITUTION IN FAVOUR OF THE EXECUTIVE COMMITTEE, FOR THE DERIVATE ACQUISITION OF THE COMPANY'S OWN SHARES AND/OR BY ITS SUBSIDIARY COMPANIES, WITHIN THE LIMITS ESTABLISHED BY PREVAILING L 9.1 DETERMINATION OF THE TOTAL MAXIMUM For For Management ANNUAL REMUNERATION FOR THE MEMBERS OF THE BOARD OF DIRECTORS IN THEIR OFFICES AS DIRECTORS 9.2 APPROVAL OF REMUNERATION OF THE For For Management EXECUTIVE DIRECTORS, FOR THEIR EXECUTIVE FUNCTIONS, AND SENIOR MANAGEMENT, CONSISTING OF THE AWARD OF SHARES AS PART OF THE ANNUAL VARIABLE REMUNERATION ACCRUED IN 2014 9.3 APPROVAL OF THE MAXIMUM LEVEL OF For No Management VARIABLE REMUNERATION FOR THOSE STAFF WHOSE PROFESSIONAL ACTIVITIES HAVE A SIGNIFICANT IMPACT ON THE RISK PROFILE OF THE COMPANY 10 AUTHORIZATION OF THE BOARD OF For For Management DIRECTORS, WITH THE POWER OF SUBSTITUTION, TO FORMALIZE, INTERPRET, CORRECT AND EXECUTE THE AGREEMENTS OF THIS GENERAL SHAREHOLDERS' MEETING 11 ANNUAL DIRECTOR REMUNERATION REPORT, For No Management PURSUANT TO ARTICLE 541 OF THE CORPORATE ENTERPRISES ACT 12 INFORMATION ON PARTIAL AMENDMENT OF M Note Non Management THE REGULATIONS OF THE BOARD OF Votable DIRECTORS PURSUANT TO ARTICLE 528 OF THE CORPORATE ENTERPRISES ACT -------------------------------------------------------------------------------- BANKUNITED,INC. Ticker: BKU Security ID: 06652K103 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE AUDIT AND RISK For For Management COMMITTEE'S APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY VOTE ON EXECUTIVE For No Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE AUDIT AND RISK For For Management COMMITTEE'S APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY VOTE ON EXECUTIVE For No Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE AUDIT AND RISK For For Management COMMITTEE'S APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY VOTE ON EXECUTIVE For No Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE AUDIT AND RISK For For Management COMMITTEE'S APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY VOTE ON EXECUTIVE For No Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE AUDIT AND RISK For For Management COMMITTEE'S APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY VOTE ON EXECUTIVE For No Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE AUDIT AND RISK For For Management COMMITTEE'S APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY VOTE ON EXECUTIVE For No Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------- BAXTER INTERNATIONAL INC. Ticker: BAX Security ID: 071813109 Meeting Date: MAY 05, 2015 Meeting Type: Annual Record Date: MAR 11, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: UMA CHOWDHRY, PH. For For Management D. 1B. ELECTION OF DIRECTOR: JAMES R. GAVIN For For Management III, M.D., PH.D. 1C. ELECTION OF DIRECTOR: PETER S. HELLMAN For For Management 1D. ELECTION OF DIRECTOR: K.J. STORM For For Management 2. RATIFICATION OF INDEPENDENT REGISTERED For For Management PUBLIC ACCOUNTING FIRM 3. APPROVAL OF NAMED EXECUTIVE OFFICER For For Management COMPENSATION 4. APPROVAL OF 2015 INCENTIVE PLAN For For Management 5. SHAREHOLDER PROPOSAL - LIMIT Against Against Shareholder ACCELERATED EXECUTIVE PAY 6. SHAREHOLDER PROPOSAL - INDEPENDENT Against Against Shareholder BOARD CHAIRMAN -------------------------------------------------------------------------------- BAXTER INTERNATIONAL INC. Ticker: BAX Security ID: 071813109 Meeting Date: MAY 05, 2015 Meeting Type: Annual Record Date: MAR 11, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Uma Chowdhry For For Management 1b Elect Director James R. Gavin, III For For Management 1c Elect Director Peter S. Hellman For For Management 1d Elect Director K. J. Storm For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Omnibus Stock Plan For For Management 5 Pro-rata Vesting of Equity Awards Against For Shareholder 6 Require Independent Board Chairman Against For Shareholder -------------------------------------------------------------------------------- BB&T CORPORATION Ticker: BBT Security ID: 054937107 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: FEB 18, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: JENNIFER S. For For Management BANNER 1B. ELECTION OF DIRECTOR: K. DAVID BOYER, For For Management JR. 1C. ELECTION OF DIRECTOR: ANNA R. CABLIK For Against Management 1D. ELECTION OF DIRECTOR: RONALD E. DEAL For Against Management 1E. ELECTION OF DIRECTOR: JAMES A. FAULKNER For For Management 1F. ELECTION OF DIRECTOR: I. PATRICIA HENRY For For Management 1G. ELECTION OF DIRECTOR: JOHN P. HOWE For For Management III, M.D. 1H. ELECTION OF DIRECTOR: ERIC C. KENDRICK For For Management 1I. ELECTION OF DIRECTOR: KELLY S. KING For For Management 1J. ELECTION OF DIRECTOR: LOUIS B. LYNN, For For Management PH.D. 1K. ELECTION OF DIRECTOR: EDWARD C. For Against Management MILLIGAN 1L. ELECTION OF DIRECTOR: CHARLES A. PATTON For For Management 1M. ELECTION OF DIRECTOR: NIDO R. QUBEIN For Against Management 1N. ELECTION OF DIRECTOR: TOLLIE W. RICH, For For Management JR. 1O. ELECTION OF DIRECTOR: THOMAS E. SKAINS For For Management 1P. ELECTION OF DIRECTOR: THOMAS N. For For Management THOMPSON 1Q. ELECTION OF DIRECTOR: EDWIN H. WELCH, For For Management PH.D. 1R. ELECTION OF DIRECTOR: STEPHEN T. For Against Management WILLIAMS 2. TO RATIFY THE APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS THE CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3. TO VOTE ON AN ADVISORY RESOLUTION TO For For Management APPROVE BB&T'S EXECUTIVE COMPENSATION PROGRAM, COMMONLY REFERRED TO AS A "SAY ON PAY" VOTE. 4. TO VOTE ON A SHAREHOLDER PROPOSAL Against For Shareholder REQUESTING REPORTS WITH RESPECT TO BB&T'S POLITICAL CONTRIBUTIONS AND RELATED POLICIES AND PROCEDURES, IF PROPERLY PRESENTED AT THE ANNUAL MEETING. 5. TO VOTE ON A SHAREHOLDER PROPOSAL Against Against Shareholder REGARDING RECOUPMENT OF INCENTIVE COMPENSATION TO SENIOR EXECUTIVES, IF PROPERLY PRESENTED AT THE ANNUAL MEETING. -------------------------------------------------------------------------------- BBA AVIATION PLC, LONDON Ticker: Security ID: G08932165 Meeting Date: MAY 08, 2015 Meeting Type: Annual General Meeting Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 TO RECEIVE AND ADOPT THE 2014 ANNUAL For For Management REPORT AND ACCOUNTS 2 TO DECLARE A FINAL DIVIDEND For For Management 3 TO ELECT MIKE POWELL AS A DIRECTOR For No Management 4 TO RE-ELECT SIR NIGEL RUDD AS A For For Management DIRECTOR 5 TO RE-ELECT WAYNE EDMUNDS AS A DIRECTOR For For Management 6 TO RE-ELECT SUSAN KILSBY AS A DIRECTOR For For Management 7 TO RE-ELECT NICK LAND AS A DIRECTOR For For Management 8 TO RE-ELECT SIMON PRYCE AS A DIRECTOR For No Management 9 TO RE-ELECT PETER RATCLIFFE AS A For For Management DIRECTOR 10 TO RE-APPOINT DELOITTE LLP AS AUDITORS For For Management 11 TO AUTHORISE THE DIRECTORS TO For For Management DETERMINE THE AUDITORS' REMUNERATION 12 TO APPROVE THE DIRECTORS' REMUNERATION For For Management REPORT 13 TO APPROVE THE DIRECTORS' REMUNERATION For For Management POLICY 14 TO APPROVE THE DEFERRED STOCK PLAN For For Management 15 TO APPROVE THE LONG-TERM INCENTIVE PLAN For For Management 16 TO APPROVE THE EXECUTIVE SHARE OPTION For For Management PLAN 17 TO GRANT THE DIRECTORS AUTHORITY TO For For Management ALLOT RELEVANT SECURITIES 18 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS 19 TO AUTHORISE THE COMPANY TO MAKE For For Management MARKET PURCHASES OF ORDINARY SHARES 20 TO APPROVE THE SHORT NOTICE PERIOD FOR For No Management CERTAIN GENERAL MEETINGS -------------------------------------------------------------------------------- BBCN BANCORP INC Ticker: BBCN Security ID: 73295107 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: APR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 NONBINDING ADVISORY STOCKHOLDER VOTE For No Management ON EXECUTIVE COMPENSATION. TO APPROVE, ON AN ADVISORY AND NON BINDING BASIS, THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS 3 RATIFICATION OF SELECTION OF For For Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN THE PROXY STATEMEN 4 RE-APPROVAL OF 2007 EQUITY INCENTIVE For For Management PLAN. TO RE-APPROVE THE MATERIAL TERMS OF THE AMENDED AND RESTATED BBCN BANCORP, INC. 2007 EQUITY INCENTIVE PLAN FOR PAYMENT OF PERFORMANCE-BASED COMPENSATION FOR THE PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE 5 APPROVAL OF EXECUTIVE ANNUAL INCENTIVE For For Management PLAN. TO APPROVE THE BBCN BANCORP, INC. 2015 EXECUTIVE ANNUAL INCENTIVE PLAN. 6 MEETING ADJOURNMENT. TO ADJOURN THE For For Management ANNUAL MEETING TO A LATER DATE OR DATES, IF NECESSARY OR APPROPRIATE IN THE JUDGMENT OF THE BOARD OF DIRECTORS, TO PERMIT FURTHER SOLICITATION OF ADDITIONAL PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT VOTES AT THE TIM 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 NONBINDING ADVISORY STOCKHOLDER VOTE For No Management ON EXECUTIVE COMPENSATION. TO APPROVE, ON AN ADVISORY AND NON BINDING BASIS, THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS 3 RATIFICATION OF SELECTION OF For For Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN THE PROXY STATEMEN 4 RE-APPROVAL OF 2007 EQUITY INCENTIVE For For Management PLAN. TO RE-APPROVE THE MATERIAL TERMS OF THE AMENDED AND RESTATED BBCN BANCORP, INC. 2007 EQUITY INCENTIVE PLAN FOR PAYMENT OF PERFORMANCE-BASED COMPENSATION FOR THE PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE 5 APPROVAL OF EXECUTIVE ANNUAL INCENTIVE For For Management PLAN. TO APPROVE THE BBCN BANCORP, INC. 2015 EXECUTIVE ANNUAL INCENTIVE PLAN. 6 MEETING ADJOURNMENT. TO ADJOURN THE For For Management ANNUAL MEETING TO A LATER DATE OR DATES, IF NECESSARY OR APPROPRIATE IN THE JUDGMENT OF THE BOARD OF DIRECTORS, TO PERMIT FURTHER SOLICITATION OF ADDITIONAL PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT VOTES AT THE TIM 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 NONBINDING ADVISORY STOCKHOLDER VOTE For No Management ON EXECUTIVE COMPENSATION. TO APPROVE, ON AN ADVISORY AND NON BINDING BASIS, THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS 3 RATIFICATION OF SELECTION OF For For Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN THE PROXY STATEMEN 4 RE-APPROVAL OF 2007 EQUITY INCENTIVE For For Management PLAN. TO RE-APPROVE THE MATERIAL TERMS OF THE AMENDED AND RESTATED BBCN BANCORP, INC. 2007 EQUITY INCENTIVE PLAN FOR PAYMENT OF PERFORMANCE-BASED COMPENSATION FOR THE PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE 5 APPROVAL OF EXECUTIVE ANNUAL INCENTIVE For For Management PLAN. TO APPROVE THE BBCN BANCORP, INC. 2015 EXECUTIVE ANNUAL INCENTIVE PLAN. 6 MEETING ADJOURNMENT. TO ADJOURN THE For For Management ANNUAL MEETING TO A LATER DATE OR DATES, IF NECESSARY OR APPROPRIATE IN THE JUDGMENT OF THE BOARD OF DIRECTORS, TO PERMIT FURTHER SOLICITATION OF ADDITIONAL PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT VOTES AT THE TIM 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 NONBINDING ADVISORY STOCKHOLDER VOTE For No Management ON EXECUTIVE COMPENSATION. TO APPROVE, ON AN ADVISORY AND NON BINDING BASIS, THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS 3 RATIFICATION OF SELECTION OF For For Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN THE PROXY STATEMEN 4 RE-APPROVAL OF 2007 EQUITY INCENTIVE For For Management PLAN. TO RE-APPROVE THE MATERIAL TERMS OF THE AMENDED AND RESTATED BBCN BANCORP, INC. 2007 EQUITY INCENTIVE PLAN FOR PAYMENT OF PERFORMANCE-BASED COMPENSATION FOR THE PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE 5 APPROVAL OF EXECUTIVE ANNUAL INCENTIVE For For Management PLAN. TO APPROVE THE BBCN BANCORP, INC. 2015 EXECUTIVE ANNUAL INCENTIVE PLAN. 6 MEETING ADJOURNMENT. TO ADJOURN THE For For Management ANNUAL MEETING TO A LATER DATE OR DATES, IF NECESSARY OR APPROPRIATE IN THE JUDGMENT OF THE BOARD OF DIRECTORS, TO PERMIT FURTHER SOLICITATION OF ADDITIONAL PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT VOTES AT THE TIM 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 NONBINDING ADVISORY STOCKHOLDER VOTE For No Management ON EXECUTIVE COMPENSATION. TO APPROVE, ON AN ADVISORY AND NON BINDING BASIS, THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS 3 RATIFICATION OF SELECTION OF For For Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN THE PROXY STATEMEN 4 RE-APPROVAL OF 2007 EQUITY INCENTIVE For For Management PLAN. TO RE-APPROVE THE MATERIAL TERMS OF THE AMENDED AND RESTATED BBCN BANCORP, INC. 2007 EQUITY INCENTIVE PLAN FOR PAYMENT OF PERFORMANCE-BASED COMPENSATION FOR THE PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE 5 APPROVAL OF EXECUTIVE ANNUAL INCENTIVE For For Management PLAN. TO APPROVE THE BBCN BANCORP, INC. 2015 EXECUTIVE ANNUAL INCENTIVE PLAN. 6 MEETING ADJOURNMENT. TO ADJOURN THE For For Management ANNUAL MEETING TO A LATER DATE OR DATES, IF NECESSARY OR APPROPRIATE IN THE JUDGMENT OF THE BOARD OF DIRECTORS, TO PERMIT FURTHER SOLICITATION OF ADDITIONAL PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT VOTES AT THE TIM 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 NONBINDING ADVISORY STOCKHOLDER VOTE For No Management ON EXECUTIVE COMPENSATION. TO APPROVE, ON AN ADVISORY AND NON BINDING BASIS, THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS 3 RATIFICATION OF SELECTION OF For For Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN THE PROXY STATEMEN 4 RE-APPROVAL OF 2007 EQUITY INCENTIVE For For Management PLAN. TO RE-APPROVE THE MATERIAL TERMS OF THE AMENDED AND RESTATED BBCN BANCORP, INC. 2007 EQUITY INCENTIVE PLAN FOR PAYMENT OF PERFORMANCE-BASED COMPENSATION FOR THE PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE 5 APPROVAL OF EXECUTIVE ANNUAL INCENTIVE For For Management PLAN. TO APPROVE THE BBCN BANCORP, INC. 2015 EXECUTIVE ANNUAL INCENTIVE PLAN. 6 MEETING ADJOURNMENT. TO ADJOURN THE For For Management ANNUAL MEETING TO A LATER DATE OR DATES, IF NECESSARY OR APPROPRIATE IN THE JUDGMENT OF THE BOARD OF DIRECTORS, TO PERMIT FURTHER SOLICITATION OF ADDITIONAL PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT VOTES AT THE TIM -------------------------------------------------------------------------------- BED BATH & BEYOND INC. Ticker: BBBY Security ID: 75896100 Meeting Date: JUL 07, 2014 Meeting Type: Annual Record Date: MAY 09, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: WARREN EISENBERG For For Management 1B. ELECTION OF DIRECTOR: LEONARD FEINSTEIN For For Management 1C. ELECTION OF DIRECTOR: STEVEN H. TEMARES For For Management 1D. ELECTION OF DIRECTOR: DEAN S. ADLER For For Management 1E. ELECTION OF DIRECTOR: STANLEY F. For For Management BARSHAY 1F. ELECTION OF DIRECTOR: GERALDINE T. For For Management ELLIOTT 1G. ELECTION OF DIRECTOR: KLAUS EPPLER For For Management 1H. ELECTION OF DIRECTOR: PATRICK R. GASTON For For Management 1I. ELECTION OF DIRECTOR: JORDAN HELLER For For Management 1J. ELECTION OF DIRECTOR: VICTORIA A. For For Management MORRISON 2 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP. 3 TO APPROVE, BY NON-BINDING VOTE, THE For For Management 2013 COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 1A. ELECTION OF DIRECTOR: WARREN EISENBERG For For Management 1B. ELECTION OF DIRECTOR: LEONARD FEINSTEIN For For Management 1C. ELECTION OF DIRECTOR: STEVEN H. TEMARES For For Management 1D. ELECTION OF DIRECTOR: DEAN S. ADLER For For Management 1E. ELECTION OF DIRECTOR: STANLEY F. For For Management BARSHAY 1F. ELECTION OF DIRECTOR: GERALDINE T. For For Management ELLIOTT 1G. ELECTION OF DIRECTOR: KLAUS EPPLER For For Management 1H. ELECTION OF DIRECTOR: PATRICK R. GASTON For For Management 1I. ELECTION OF DIRECTOR: JORDAN HELLER For For Management 1J. ELECTION OF DIRECTOR: VICTORIA A. For For Management MORRISON 2 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP. 3 TO APPROVE, BY NON-BINDING VOTE, THE For For Management 2013 COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 1A. ELECTION OF DIRECTOR: WARREN EISENBERG For For Management 1B. ELECTION OF DIRECTOR: LEONARD FEINSTEIN For For Management 1C. ELECTION OF DIRECTOR: STEVEN H. TEMARES For For Management 1D. ELECTION OF DIRECTOR: DEAN S. ADLER For For Management 1E. ELECTION OF DIRECTOR: STANLEY F. For For Management BARSHAY 1F. ELECTION OF DIRECTOR: GERALDINE T. For For Management ELLIOTT 1G. ELECTION OF DIRECTOR: KLAUS EPPLER For For Management 1H. ELECTION OF DIRECTOR: PATRICK R. GASTON For For Management 1I. ELECTION OF DIRECTOR: JORDAN HELLER For For Management 1J. ELECTION OF DIRECTOR: VICTORIA A. For For Management MORRISON 2 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP. 3 TO APPROVE, BY NON-BINDING VOTE, THE For For Management 2013 COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 1A. ELECTION OF DIRECTOR: WARREN EISENBERG For For Management 1B. ELECTION OF DIRECTOR: LEONARD FEINSTEIN For For Management 1C. ELECTION OF DIRECTOR: STEVEN H. TEMARES For For Management 1D. ELECTION OF DIRECTOR: DEAN S. ADLER For For Management 1E. ELECTION OF DIRECTOR: STANLEY F. For For Management BARSHAY 1F. ELECTION OF DIRECTOR: GERALDINE T. For For Management ELLIOTT 1G. ELECTION OF DIRECTOR: KLAUS EPPLER For For Management 1H. ELECTION OF DIRECTOR: PATRICK R. GASTON For For Management 1I. ELECTION OF DIRECTOR: JORDAN HELLER For For Management 1J. ELECTION OF DIRECTOR: VICTORIA A. For For Management MORRISON 2 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP. 3 TO APPROVE, BY NON-BINDING VOTE, THE For For Management 2013 COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 1A. ELECTION OF DIRECTOR: WARREN EISENBERG For For Management 1B. ELECTION OF DIRECTOR: LEONARD FEINSTEIN For For Management 1C. ELECTION OF DIRECTOR: STEVEN H. TEMARES For For Management 1D. ELECTION OF DIRECTOR: DEAN S. ADLER For For Management 1E. ELECTION OF DIRECTOR: STANLEY F. For For Management BARSHAY 1F. ELECTION OF DIRECTOR: GERALDINE T. For For Management ELLIOTT 1G. ELECTION OF DIRECTOR: KLAUS EPPLER For For Management 1H. ELECTION OF DIRECTOR: PATRICK R. GASTON For For Management 1I. ELECTION OF DIRECTOR: JORDAN HELLER For For Management 1J. ELECTION OF DIRECTOR: VICTORIA A. For For Management MORRISON 2 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP. 3 TO APPROVE, BY NON-BINDING VOTE, THE For For Management 2013 COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------- BED BATH & BEYOND INC. Ticker: BBBY Security ID: 075896100 Meeting Date: JUL 07, 2014 Meeting Type: Annual Record Date: MAY 09, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Warren Eisenberg For For Management 1b Elect Director Leonard Feinstein For For Management 1c Elect Director Steven H. Temares For For Management 1d Elect Director Dean S. Adler For For Management 1e Elect Director Stanley F. Barshay For For Management 1f Elect Director Geraldine T. Elliott For For Management 1g Elect Director Klaus Eppler For For Management 1h Elect Director Patrick R. Gaston For For Management 1i Elect Director Jordan Heller For For Management 1j Elect Director Victoria A. Morrison For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- BED BATH & BEYOND INC. Ticker: BBBY Security ID: 075896100 Meeting Date: JUL 07, 2014 Meeting Type: Annual Record Date: MAY 09, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Warren Eisenberg For For Management 1b Elect Director Leonard Feinstein For For Management 1c Elect Director Steven H. Temares For For Management 1d Elect Director Dean S. Adler For For Management 1e Elect Director Stanley F. Barshay For For Management 1f Elect Director Geraldine T. Elliott For For Management 1g Elect Director Klaus Eppler For For Management 1h Elect Director Patrick R. Gaston For For Management 1i Elect Director Jordan Heller For For Management 1j Elect Director Victoria A. Morrison For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- BERKSHIRE HATHAWAY INC. Ticker: BRKB Security ID: 84670702 Meeting Date: MAY 02, 2015 Meeting Type: Annual Record Date: MAR 04, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management -------------------------------------------------------------------------------- BGC PARTNERS, INC. Ticker: BGCP Security ID: 05541T101 Meeting Date: JUN 02, 2015 Meeting Type: Annual Record Date: APR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 APPROVAL OF THE SIXTH AMENDED AND For No Management RESTATED BGC PARTNERS, INC. LONG TERM INCENTIVE PLAN 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 APPROVAL OF THE SIXTH AMENDED AND For No Management RESTATED BGC PARTNERS, INC. LONG TERM INCENTIVE PLAN 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 APPROVAL OF THE SIXTH AMENDED AND For No Management RESTATED BGC PARTNERS, INC. LONG TERM INCENTIVE PLAN 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 APPROVAL OF THE SIXTH AMENDED AND For No Management RESTATED BGC PARTNERS, INC. LONG TERM INCENTIVE PLAN 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 APPROVAL OF THE SIXTH AMENDED AND For No Management RESTATED BGC PARTNERS, INC. LONG TERM INCENTIVE PLAN 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 APPROVAL OF THE SIXTH AMENDED AND For No Management RESTATED BGC PARTNERS, INC. LONG TERM INCENTIVE PLAN -------------------------------------------------------------------------------- BIO-REFERENCE LABORATORIES, INC. Ticker: BRLI Security ID: 09057G602 Meeting Date: JUL 10, 2014 Meeting Type: Annual Record Date: MAY 19, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 RESOLVED, THAT THE STOCKHOLDERS OF THE For For Management COMPANY APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION PAID TO THE COMPANY'S THREE NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT RELATING TO THE 2014 ANNUAL MEETING OF STOCKHOLDERS. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 RESOLVED, THAT THE STOCKHOLDERS OF THE For For Management COMPANY APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION PAID TO THE COMPANY'S THREE NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT RELATING TO THE 2014 ANNUAL MEETING OF STOCKHOLDERS. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 RESOLVED, THAT THE STOCKHOLDERS OF THE For For Management COMPANY APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION PAID TO THE COMPANY'S THREE NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT RELATING TO THE 2014 ANNUAL MEETING OF STOCKHOLDERS. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 RESOLVED, THAT THE STOCKHOLDERS OF THE For For Management COMPANY APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION PAID TO THE COMPANY'S THREE NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT RELATING TO THE 2014 ANNUAL MEETING OF STOCKHOLDERS. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 RESOLVED, THAT THE STOCKHOLDERS OF THE For For Management COMPANY APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION PAID TO THE COMPANY'S THREE NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT RELATING TO THE 2014 ANNUAL MEETING OF STOCKHOLDERS. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 RESOLVED, THAT THE STOCKHOLDERS OF THE For For Management COMPANY APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION PAID TO THE COMPANY'S THREE NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT RELATING TO THE 2014 ANNUAL MEETING OF STOCKHOLDERS. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 RESOLVED, THAT THE STOCKHOLDERS OF THE For For Management COMPANY APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION PAID TO THE COMPANY'S THREE NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT RELATING TO THE 2014 ANNUAL MEETING OF STOCKHOLDERS. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 RESOLVED, THAT THE STOCKHOLDERS OF THE For For Management COMPANY APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION PAID TO THE COMPANY'S THREE NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT RELATING TO THE 2014 ANNUAL MEETING OF STOCKHOLDERS. -------------------------------------------------------------------------------- BIOMED REALTY TRUST, INC. Ticker: BMR Security ID: 09063H107 Meeting Date: MAY 27, 2015 Meeting Type: Annual Record Date: MAR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A ELECTION OF DIRECTOR: ALAN D GOLD For For Management 1B ELECTION OF DIRECTOR: DANIEL M BRADBURY For For Management 1C ELECTION OF DIRECTOR: WILLIAM R BRODY For No Management MD. PHD 1D ELECTION OF DIRECTOR: GARY A KREITZER For For Management 1E ELECTION OF DIRECTOR: THEODORE D ROTH For For Management 1F ELECTION OF DIRECTOR: JANICE L SEARS For For Management 2 RATIFICATION OF THE SELECTION OF KPMG For No Management LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 TO APPROVE A NONBINDING ADVISORY For For Management RESOLUTION ON THE COMPANY'S EXECUTIVE COMPENSATION. 1A ELECTION OF DIRECTOR: ALAN D GOLD For For Management 1B ELECTION OF DIRECTOR: DANIEL M BRADBURY For For Management 1C ELECTION OF DIRECTOR: WILLIAM R BRODY For No Management MD. PHD 1D ELECTION OF DIRECTOR: GARY A KREITZER For For Management 1E ELECTION OF DIRECTOR: THEODORE D ROTH For For Management 1F ELECTION OF DIRECTOR: JANICE L SEARS For For Management 2 RATIFICATION OF THE SELECTION OF KPMG For No Management LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 TO APPROVE A NONBINDING ADVISORY For For Management RESOLUTION ON THE COMPANY'S EXECUTIVE COMPENSATION. 1A ELECTION OF DIRECTOR: ALAN D GOLD For For Management 1B ELECTION OF DIRECTOR: DANIEL M BRADBURY For For Management 1C ELECTION OF DIRECTOR: WILLIAM R BRODY For No Management MD. PHD 1D ELECTION OF DIRECTOR: GARY A KREITZER For For Management 1E ELECTION OF DIRECTOR: THEODORE D ROTH For For Management 1F ELECTION OF DIRECTOR: JANICE L SEARS For For Management 2 RATIFICATION OF THE SELECTION OF KPMG For No Management LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 TO APPROVE A NONBINDING ADVISORY For For Management RESOLUTION ON THE COMPANY'S EXECUTIVE COMPENSATION. 1A ELECTION OF DIRECTOR: ALAN D GOLD For For Management 1B ELECTION OF DIRECTOR: DANIEL M BRADBURY For For Management 1C ELECTION OF DIRECTOR: WILLIAM R BRODY For No Management MD. PHD 1D ELECTION OF DIRECTOR: GARY A KREITZER For For Management 1E ELECTION OF DIRECTOR: THEODORE D ROTH For For Management 1F ELECTION OF DIRECTOR: JANICE L SEARS For For Management 2 RATIFICATION OF THE SELECTION OF KPMG For No Management LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 TO APPROVE A NONBINDING ADVISORY For For Management RESOLUTION ON THE COMPANY'S EXECUTIVE COMPENSATION. 1A ELECTION OF DIRECTOR: ALAN D GOLD For For Management 1B ELECTION OF DIRECTOR: DANIEL M BRADBURY For For Management 1C ELECTION OF DIRECTOR: WILLIAM R BRODY For No Management MD. PHD 1D ELECTION OF DIRECTOR: GARY A KREITZER For For Management 1E ELECTION OF DIRECTOR: THEODORE D ROTH For For Management 1F ELECTION OF DIRECTOR: JANICE L SEARS For For Management 2 RATIFICATION OF THE SELECTION OF KPMG For No Management LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 TO APPROVE A NONBINDING ADVISORY For For Management RESOLUTION ON THE COMPANY'S EXECUTIVE COMPENSATION. 1A ELECTION OF DIRECTOR: ALAN D GOLD For For Management 1B ELECTION OF DIRECTOR: DANIEL M BRADBURY For For Management 1C ELECTION OF DIRECTOR: WILLIAM R BRODY For No Management MD. PHD 1D ELECTION OF DIRECTOR: GARY A KREITZER For For Management 1E ELECTION OF DIRECTOR: THEODORE D ROTH For For Management 1F ELECTION OF DIRECTOR: JANICE L SEARS For For Management 2 RATIFICATION OF THE SELECTION OF KPMG For No Management LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 TO APPROVE A NONBINDING ADVISORY For For Management RESOLUTION ON THE COMPANY'S EXECUTIVE COMPENSATION. -------------------------------------------------------------------------------- BLACKROCK, INC. Ticker: BLK Security ID: 09247X101 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: APR 01, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: ABDLATIF YOUSEF For For Management AL-HAMAD 1B. ELECTION OF DIRECTOR: MATHIS For For Management CABIALLAVETTA 1C. ELECTION OF DIRECTOR: PAMELA DALEY For For Management 1D. ELECTION OF DIRECTOR: WILLIAM S. For For Management DEMCHAK 1E. ELECTION OF DIRECTOR: JESSICA P. For For Management EINHORN 1F. ELECTION OF DIRECTOR: LAURENCE D. FINK For For Management 1G. ELECTION OF DIRECTOR: FABRIZIO FREDA For For Management 1H. ELECTION OF DIRECTOR: MURRY S. GERBER For No Management 1I. ELECTION OF DIRECTOR: JAMES GROSFELD For No Management 1J. ELECTION OF DIRECTOR: ROBERT S. KAPITO For For Management 1K. ELECTION OF DIRECTOR: DAVID H. KOMANSKY For No Management 1L. ELECTION OF DIRECTOR: SIR DERYCK For No Management MAUGHAN 1M. ELECTION OF DIRECTOR: CHERYL D. MILLS For For Management 1N. ELECTION OF DIRECTOR: THOMAS H. O'BRIEN For For Management 1O. ELECTION OF DIRECTOR: IVAN G. For For Management SEIDENBERG 1P. ELECTION OF DIRECTOR: MARCO ANTONIO For For Management SLIM DOMIT 1Q. ELECTION OF DIRECTOR: JOHN S. VARLEY For For Management 1R. ELECTION OF DIRECTOR: SUSAN L. WAGNER For For Management 2 APPROVAL OF THE BLACKROCK, INC. SECOND For For Management AMENDED AND RESTATED 1999 STOCK AWARD AND INCENTIVE PLAN. 3 APPROVAL, IN A NON-BINDING ADVISORY For For Management VOTE, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS, AS DISCLOSED AND DISCUSSED IN THE PROXY STATEMENT. 4 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS BLACKROCK'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR 2015. 5 A STOCKHOLDER PROPOSAL BY MR. ERIC No For Management COHEN REGARDING THE ADOPTION OF PROCEDURES TO AVOID HOLDING OR RECOMMENDING INVESTMENTS IN COMPANIES THAT SUBSTANTIALLY CONTRIBUTE TO GENOCIDE. 6 A STOCKHOLDER PROPOSAL BY THE AMERICAN No For Management FEDERATION OF STATE, COUNTY AND MUNICIPAL EMPLOYEES PENSION PLAN AND THE MISSIONARY OBLATES OF MARY IMMACULATE REGARDING THE PRODUCTION OF AN ANNUAL REPORT ON CERTAIN TRADE ASSOCIATION AND LOBBYING EXPENDITURES. 1A. ELECTION OF DIRECTOR: ABDLATIF YOUSEF For For Management AL-HAMAD 1B. ELECTION OF DIRECTOR: MATHIS For For Management CABIALLAVETTA 1C. ELECTION OF DIRECTOR: PAMELA DALEY For For Management 1D. ELECTION OF DIRECTOR: WILLIAM S. For For Management DEMCHAK 1E. ELECTION OF DIRECTOR: JESSICA P. For For Management EINHORN 1F. ELECTION OF DIRECTOR: LAURENCE D. FINK For For Management 1G. ELECTION OF DIRECTOR: FABRIZIO FREDA For For Management 1H. ELECTION OF DIRECTOR: MURRY S. GERBER For No Management 1I. ELECTION OF DIRECTOR: JAMES GROSFELD For No Management 1J. ELECTION OF DIRECTOR: ROBERT S. KAPITO For For Management 1K. ELECTION OF DIRECTOR: DAVID H. KOMANSKY For No Management 1L. ELECTION OF DIRECTOR: SIR DERYCK For No Management MAUGHAN 1M. ELECTION OF DIRECTOR: CHERYL D. MILLS For For Management 1N. ELECTION OF DIRECTOR: THOMAS H. O'BRIEN For For Management 1O. ELECTION OF DIRECTOR: IVAN G. For For Management SEIDENBERG 1P. ELECTION OF DIRECTOR: MARCO ANTONIO For For Management SLIM DOMIT 1Q. ELECTION OF DIRECTOR: JOHN S. VARLEY For For Management 1R. ELECTION OF DIRECTOR: SUSAN L. WAGNER For For Management 2 APPROVAL OF THE BLACKROCK, INC. SECOND For For Management AMENDED AND RESTATED 1999 STOCK AWARD AND INCENTIVE PLAN. 3 APPROVAL, IN A NON-BINDING ADVISORY For For Management VOTE, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS, AS DISCLOSED AND DISCUSSED IN THE PROXY STATEMENT. 4 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS BLACKROCK'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR 2015. 5 A STOCKHOLDER PROPOSAL BY MR. ERIC No For Management COHEN REGARDING THE ADOPTION OF PROCEDURES TO AVOID HOLDING OR RECOMMENDING INVESTMENTS IN COMPANIES THAT SUBSTANTIALLY CONTRIBUTE TO GENOCIDE. 6 A STOCKHOLDER PROPOSAL BY THE AMERICAN No For Management FEDERATION OF STATE, COUNTY AND MUNICIPAL EMPLOYEES PENSION PLAN AND THE MISSIONARY OBLATES OF MARY IMMACULATE REGARDING THE PRODUCTION OF AN ANNUAL REPORT ON CERTAIN TRADE ASSOCIATION AND LOBBYING EXPENDITURES. 1A. ELECTION OF DIRECTOR: ABDLATIF YOUSEF For For Management AL-HAMAD 1B. ELECTION OF DIRECTOR: MATHIS For For Management CABIALLAVETTA 1C. ELECTION OF DIRECTOR: PAMELA DALEY For For Management 1D. ELECTION OF DIRECTOR: WILLIAM S. For For Management DEMCHAK 1E. ELECTION OF DIRECTOR: JESSICA P. For For Management EINHORN 1F. ELECTION OF DIRECTOR: LAURENCE D. FINK For For Management 1G. ELECTION OF DIRECTOR: FABRIZIO FREDA For For Management 1H. ELECTION OF DIRECTOR: MURRY S. GERBER For No Management 1I. ELECTION OF DIRECTOR: JAMES GROSFELD For No Management 1J. ELECTION OF DIRECTOR: ROBERT S. KAPITO For For Management 1K. ELECTION OF DIRECTOR: DAVID H. KOMANSKY For No Management 1L. ELECTION OF DIRECTOR: SIR DERYCK For No Management MAUGHAN 1M. ELECTION OF DIRECTOR: CHERYL D. MILLS For For Management 1N. ELECTION OF DIRECTOR: THOMAS H. O'BRIEN For For Management 1O. ELECTION OF DIRECTOR: IVAN G. For For Management SEIDENBERG 1P. ELECTION OF DIRECTOR: MARCO ANTONIO For For Management SLIM DOMIT 1Q. ELECTION OF DIRECTOR: JOHN S. VARLEY For For Management 1R. ELECTION OF DIRECTOR: SUSAN L. WAGNER For For Management 2 APPROVAL OF THE BLACKROCK, INC. SECOND For For Management AMENDED AND RESTATED 1999 STOCK AWARD AND INCENTIVE PLAN. 3 APPROVAL, IN A NON-BINDING ADVISORY For For Management VOTE, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS, AS DISCLOSED AND DISCUSSED IN THE PROXY STATEMENT. 4 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS BLACKROCK'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR 2015. 5 A STOCKHOLDER PROPOSAL BY MR. ERIC No For Management COHEN REGARDING THE ADOPTION OF PROCEDURES TO AVOID HOLDING OR RECOMMENDING INVESTMENTS IN COMPANIES THAT SUBSTANTIALLY CONTRIBUTE TO GENOCIDE. 6 A STOCKHOLDER PROPOSAL BY THE AMERICAN No For Management FEDERATION OF STATE, COUNTY AND MUNICIPAL EMPLOYEES PENSION PLAN AND THE MISSIONARY OBLATES OF MARY IMMACULATE REGARDING THE PRODUCTION OF AN ANNUAL REPORT ON CERTAIN TRADE ASSOCIATION AND LOBBYING EXPENDITURES. 1A. ELECTION OF DIRECTOR: ABDLATIF YOUSEF For For Management AL-HAMAD 1B. ELECTION OF DIRECTOR: MATHIS For For Management CABIALLAVETTA 1C. ELECTION OF DIRECTOR: PAMELA DALEY For For Management 1D. ELECTION OF DIRECTOR: WILLIAM S. For For Management DEMCHAK 1E. ELECTION OF DIRECTOR: JESSICA P. For For Management EINHORN 1F. ELECTION OF DIRECTOR: LAURENCE D. FINK For For Management 1G. ELECTION OF DIRECTOR: FABRIZIO FREDA For For Management 1H. ELECTION OF DIRECTOR: MURRY S. GERBER For No Management 1I. ELECTION OF DIRECTOR: JAMES GROSFELD For No Management 1J. ELECTION OF DIRECTOR: ROBERT S. KAPITO For For Management 1K. ELECTION OF DIRECTOR: DAVID H. KOMANSKY For No Management 1L. ELECTION OF DIRECTOR: SIR DERYCK For No Management MAUGHAN 1M. ELECTION OF DIRECTOR: CHERYL D. MILLS For For Management 1N. ELECTION OF DIRECTOR: THOMAS H. O'BRIEN For For Management 1O. ELECTION OF DIRECTOR: IVAN G. For For Management SEIDENBERG 1P. ELECTION OF DIRECTOR: MARCO ANTONIO For For Management SLIM DOMIT 1Q. ELECTION OF DIRECTOR: JOHN S. VARLEY For For Management 1R. ELECTION OF DIRECTOR: SUSAN L. WAGNER For For Management 2 APPROVAL OF THE BLACKROCK, INC. SECOND For For Management AMENDED AND RESTATED 1999 STOCK AWARD AND INCENTIVE PLAN. 3 APPROVAL, IN A NON-BINDING ADVISORY For For Management VOTE, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS, AS DISCLOSED AND DISCUSSED IN THE PROXY STATEMENT. 4 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS BLACKROCK'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR 2015. 5 A STOCKHOLDER PROPOSAL BY MR. ERIC No For Management COHEN REGARDING THE ADOPTION OF PROCEDURES TO AVOID HOLDING OR RECOMMENDING INVESTMENTS IN COMPANIES THAT SUBSTANTIALLY CONTRIBUTE TO GENOCIDE. 6 A STOCKHOLDER PROPOSAL BY THE AMERICAN No For Management FEDERATION OF STATE, COUNTY AND MUNICIPAL EMPLOYEES PENSION PLAN AND THE MISSIONARY OBLATES OF MARY IMMACULATE REGARDING THE PRODUCTION OF AN ANNUAL REPORT ON CERTAIN TRADE ASSOCIATION AND LOBBYING EXPENDITURES. 1A. ELECTION OF DIRECTOR: ABDLATIF YOUSEF For For Management AL-HAMAD 1B. ELECTION OF DIRECTOR: MATHIS For For Management CABIALLAVETTA 1C. ELECTION OF DIRECTOR: PAMELA DALEY For For Management 1D. ELECTION OF DIRECTOR: WILLIAM S. For For Management DEMCHAK 1E. ELECTION OF DIRECTOR: JESSICA P. For For Management EINHORN 1F. ELECTION OF DIRECTOR: LAURENCE D. FINK For For Management 1G. ELECTION OF DIRECTOR: FABRIZIO FREDA For For Management 1H. ELECTION OF DIRECTOR: MURRY S. GERBER For No Management 1I. ELECTION OF DIRECTOR: JAMES GROSFELD For No Management 1J. ELECTION OF DIRECTOR: ROBERT S. KAPITO For For Management 1K. ELECTION OF DIRECTOR: DAVID H. KOMANSKY For No Management 1L. ELECTION OF DIRECTOR: SIR DERYCK For No Management MAUGHAN 1M. ELECTION OF DIRECTOR: CHERYL D. MILLS For For Management 1N. ELECTION OF DIRECTOR: THOMAS H. O'BRIEN For For Management 1O. ELECTION OF DIRECTOR: IVAN G. For For Management SEIDENBERG 1P. ELECTION OF DIRECTOR: MARCO ANTONIO For For Management SLIM DOMIT 1Q. ELECTION OF DIRECTOR: JOHN S. VARLEY For For Management 1R. ELECTION OF DIRECTOR: SUSAN L. WAGNER For For Management 2 APPROVAL OF THE BLACKROCK, INC. SECOND For For Management AMENDED AND RESTATED 1999 STOCK AWARD AND INCENTIVE PLAN. 3 APPROVAL, IN A NON-BINDING ADVISORY For For Management VOTE, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS, AS DISCLOSED AND DISCUSSED IN THE PROXY STATEMENT. 4 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS BLACKROCK'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR 2015. 5 A STOCKHOLDER PROPOSAL BY MR. ERIC No For Management COHEN REGARDING THE ADOPTION OF PROCEDURES TO AVOID HOLDING OR RECOMMENDING INVESTMENTS IN COMPANIES THAT SUBSTANTIALLY CONTRIBUTE TO GENOCIDE. 6 A STOCKHOLDER PROPOSAL BY THE AMERICAN No For Management FEDERATION OF STATE, COUNTY AND MUNICIPAL EMPLOYEES PENSION PLAN AND THE MISSIONARY OBLATES OF MARY IMMACULATE REGARDING THE PRODUCTION OF AN ANNUAL REPORT ON CERTAIN TRADE ASSOCIATION AND LOBBYING EXPENDITURES. 1A. ELECTION OF DIRECTOR: ABDLATIF YOUSEF For For Management AL-HAMAD 1B. ELECTION OF DIRECTOR: MATHIS For For Management CABIALLAVETTA 1C. ELECTION OF DIRECTOR: PAMELA DALEY For For Management 1D. ELECTION OF DIRECTOR: WILLIAM S. For For Management DEMCHAK 1E. ELECTION OF DIRECTOR: JESSICA P. For For Management EINHORN 1F. ELECTION OF DIRECTOR: LAURENCE D. FINK For For Management 1G. ELECTION OF DIRECTOR: FABRIZIO FREDA For For Management 1H. ELECTION OF DIRECTOR: MURRY S. GERBER For No Management 1I. ELECTION OF DIRECTOR: JAMES GROSFELD For No Management 1J. ELECTION OF DIRECTOR: ROBERT S. KAPITO For For Management 1K. ELECTION OF DIRECTOR: DAVID H. KOMANSKY For No Management 1L. ELECTION OF DIRECTOR: SIR DERYCK For No Management MAUGHAN 1M. ELECTION OF DIRECTOR: CHERYL D. MILLS For For Management 1N. ELECTION OF DIRECTOR: THOMAS H. O'BRIEN For For Management 1O. ELECTION OF DIRECTOR: IVAN G. For For Management SEIDENBERG 1P. ELECTION OF DIRECTOR: MARCO ANTONIO For For Management SLIM DOMIT 1Q. ELECTION OF DIRECTOR: JOHN S. VARLEY For For Management 1R. ELECTION OF DIRECTOR: SUSAN L. WAGNER For For Management 2 APPROVAL OF THE BLACKROCK, INC. SECOND For For Management AMENDED AND RESTATED 1999 STOCK AWARD AND INCENTIVE PLAN. 3 APPROVAL, IN A NON-BINDING ADVISORY For For Management VOTE, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS, AS DISCLOSED AND DISCUSSED IN THE PROXY STATEMENT. 4 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS BLACKROCK'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR 2015. 5 A STOCKHOLDER PROPOSAL BY MR. ERIC No For Management COHEN REGARDING THE ADOPTION OF PROCEDURES TO AVOID HOLDING OR RECOMMENDING INVESTMENTS IN COMPANIES THAT SUBSTANTIALLY CONTRIBUTE TO GENOCIDE. 6 A STOCKHOLDER PROPOSAL BY THE AMERICAN No For Management FEDERATION OF STATE, COUNTY AND MUNICIPAL EMPLOYEES PENSION PLAN AND THE MISSIONARY OBLATES OF MARY IMMACULATE REGARDING THE PRODUCTION OF AN ANNUAL REPORT ON CERTAIN TRADE ASSOCIATION AND LOBBYING EXPENDITURES. 1A. ELECTION OF DIRECTOR: ABDLATIF YOUSEF For For Management AL-HAMAD 1B. ELECTION OF DIRECTOR: MATHIS For For Management CABIALLAVETTA 1C. ELECTION OF DIRECTOR: PAMELA DALEY For For Management 1D. ELECTION OF DIRECTOR: WILLIAM S. For For Management DEMCHAK 1E. ELECTION OF DIRECTOR: JESSICA P. For For Management EINHORN 1F. ELECTION OF DIRECTOR: LAURENCE D. FINK For For Management 1G. ELECTION OF DIRECTOR: FABRIZIO FREDA For For Management 1H. ELECTION OF DIRECTOR: MURRY S. GERBER For No Management 1I. ELECTION OF DIRECTOR: JAMES GROSFELD For No Management 1J. ELECTION OF DIRECTOR: ROBERT S. KAPITO For For Management 1K. ELECTION OF DIRECTOR: DAVID H. KOMANSKY For No Management 1L. ELECTION OF DIRECTOR: SIR DERYCK For No Management MAUGHAN 1M. ELECTION OF DIRECTOR: CHERYL D. MILLS For For Management 1N. ELECTION OF DIRECTOR: THOMAS H. O'BRIEN For For Management 1O. ELECTION OF DIRECTOR: IVAN G. For For Management SEIDENBERG 1P. ELECTION OF DIRECTOR: MARCO ANTONIO For For Management SLIM DOMIT 1Q. ELECTION OF DIRECTOR: JOHN S. VARLEY For For Management 1R. ELECTION OF DIRECTOR: SUSAN L. WAGNER For For Management 2 APPROVAL OF THE BLACKROCK, INC. SECOND For For Management AMENDED AND RESTATED 1999 STOCK AWARD AND INCENTIVE PLAN. 3 APPROVAL, IN A NON-BINDING ADVISORY For For Management VOTE, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS, AS DISCLOSED AND DISCUSSED IN THE PROXY STATEMENT. 4 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS BLACKROCK'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR 2015. 5 A STOCKHOLDER PROPOSAL BY MR. ERIC No For Management COHEN REGARDING THE ADOPTION OF PROCEDURES TO AVOID HOLDING OR RECOMMENDING INVESTMENTS IN COMPANIES THAT SUBSTANTIALLY CONTRIBUTE TO GENOCIDE. 6 A STOCKHOLDER PROPOSAL BY THE AMERICAN No For Management FEDERATION OF STATE, COUNTY AND MUNICIPAL EMPLOYEES PENSION PLAN AND THE MISSIONARY OBLATES OF MARY IMMACULATE REGARDING THE PRODUCTION OF AN ANNUAL REPORT ON CERTAIN TRADE ASSOCIATION AND LOBBYING EXPENDITURES. -------------------------------------------------------------------------------- BOSTON PROPERTIES, INC. Ticker: BXP Security ID: 101121101 Meeting Date: MAY 19, 2015 Meeting Type: Annual Record Date: MAR 25, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: CAROL B. EINIGER For For Management 1B. ELECTION OF DIRECTOR: JACOB A. FRENKEL For For Management 1C. ELECTION OF DIRECTOR: JOEL I. KLEIN For For Management 1D. ELECTION OF DIRECTOR: DOUGLAS T. LINDE For For Management 1E. ELECTION OF DIRECTOR: MATTHEW J. LUSTIG For For Management 1F. ELECTION OF DIRECTOR: ALAN J. PATRICOF For For Management 1G. ELECTION OF DIRECTOR: IVAN G. For For Management SEIDENBERG 1H. ELECTION OF DIRECTOR: OWEN D. THOMAS For For Management 1I. ELECTION OF DIRECTOR: MARTIN TURCHIN For For Management 1J. ELECTION OF DIRECTOR: DAVID A. TWARDOCK For For Management 1K. ELECTION OF DIRECTOR: MORTIMER B. For For Management ZUCKERMAN 2 TO APPROVE, BY NON-BINDING RESOLUTION, For No Management THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 4 STOCKHOLDER PROPOSAL CONCERNING AN No For Management INDEPENDENT BOARD CHAIRMAN, IF PROPERLY PRESENTED AT THE ANNUAL MEETING. 5 STOCKHOLDER PROPOSAL CONCERNING THE No For Management ADOPTION OF PROXY ACCESS, IF PROPERLY PRESENTED AT THE ANNUAL MEETING. 6 STOCKHOLDER PROPOSAL CONCERNING A No For Management POLICY REGARDING ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL, IF PROPERLY PRESENTED AT THE ANNUAL MEETING. 1A. ELECTION OF DIRECTOR: CAROL B. EINIGER For For Management 1B. ELECTION OF DIRECTOR: JACOB A. FRENKEL For For Management 1C. ELECTION OF DIRECTOR: JOEL I. KLEIN For For Management 1D. ELECTION OF DIRECTOR: DOUGLAS T. LINDE For For Management 1E. ELECTION OF DIRECTOR: MATTHEW J. LUSTIG For For Management 1F. ELECTION OF DIRECTOR: ALAN J. PATRICOF For For Management 1G. ELECTION OF DIRECTOR: IVAN G. For For Management SEIDENBERG 1H. ELECTION OF DIRECTOR: OWEN D. THOMAS For For Management 1I. ELECTION OF DIRECTOR: MARTIN TURCHIN For For Management 1J. ELECTION OF DIRECTOR: DAVID A. TWARDOCK For For Management 1K. ELECTION OF DIRECTOR: MORTIMER B. For For Management ZUCKERMAN 2 TO APPROVE, BY NON-BINDING RESOLUTION, For No Management THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 4 STOCKHOLDER PROPOSAL CONCERNING AN No For Management INDEPENDENT BOARD CHAIRMAN, IF PROPERLY PRESENTED AT THE ANNUAL MEETING. 5 STOCKHOLDER PROPOSAL CONCERNING THE No For Management ADOPTION OF PROXY ACCESS, IF PROPERLY PRESENTED AT THE ANNUAL MEETING. 6 STOCKHOLDER PROPOSAL CONCERNING A No For Management POLICY REGARDING ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL, IF PROPERLY PRESENTED AT THE ANNUAL MEETING. 1A. ELECTION OF DIRECTOR: CAROL B. EINIGER For For Management 1B. ELECTION OF DIRECTOR: JACOB A. FRENKEL For For Management 1C. ELECTION OF DIRECTOR: JOEL I. KLEIN For For Management 1D. ELECTION OF DIRECTOR: DOUGLAS T. LINDE For For Management 1E. ELECTION OF DIRECTOR: MATTHEW J. LUSTIG For For Management 1F. ELECTION OF DIRECTOR: ALAN J. PATRICOF For For Management 1G. ELECTION OF DIRECTOR: IVAN G. For For Management SEIDENBERG 1H. ELECTION OF DIRECTOR: OWEN D. THOMAS For For Management 1I. ELECTION OF DIRECTOR: MARTIN TURCHIN For For Management 1J. ELECTION OF DIRECTOR: DAVID A. TWARDOCK For For Management 1K. ELECTION OF DIRECTOR: MORTIMER B. For For Management ZUCKERMAN 2 TO APPROVE, BY NON-BINDING RESOLUTION, For No Management THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 4 STOCKHOLDER PROPOSAL CONCERNING AN No For Management INDEPENDENT BOARD CHAIRMAN, IF PROPERLY PRESENTED AT THE ANNUAL MEETING. 5 STOCKHOLDER PROPOSAL CONCERNING THE No For Management ADOPTION OF PROXY ACCESS, IF PROPERLY PRESENTED AT THE ANNUAL MEETING. 6 STOCKHOLDER PROPOSAL CONCERNING A No For Management POLICY REGARDING ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL, IF PROPERLY PRESENTED AT THE ANNUAL MEETING. -------------------------------------------------------------------------------- BRINKER INTERNATIONAL, INC. Ticker: EAT Security ID: 109641100 Meeting Date: OCT 30, 2014 Meeting Type: Annual Record Date: SEP 02, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.2 ELECTION OF DIRECTOR: HARRIET EDELMAN For For Management 1.3 ELECTION OF DIRECTOR: MICHAEL A. GEORGE For For Management 1.4 ELECTION OF DIRECTOR: WILLIAM T. GILES For For Management 1.5 ELECTION OF DIRECTOR: GERARDO I. LOPEZ For For Management 1.6 ELECTION OF DIRECTOR: JON L. LUTHER For For Management 1.7 ELECTION OF DIRECTOR: GEORGE R. MRKONIC For For Management 1.8 ELECTION OF DIRECTOR: ROSENDO G. PARRA For For Management 1.9 ELECTION OF DIRECTOR: WYMAN T. ROBERTS For For Management 2 THE RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL 2015 YEAR. 3 TO APPROVE, BY NON-BINDING VOTE, For For Management EXECUTIVE COMPENSATION. 1.1 ELECTION OF DIRECTOR: JOSEPH M. DEPINTO For For Management -------------------------------------------------------------------------------- BRISTOL-MYERS SQUIBB COMPANY Ticker: BMY Security ID: 110122108 Meeting Date: MAY 05, 2015 Meeting Type: Annual Record Date: MAR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A) ELECTION OF DIRECTOR: L. ANDREOTTI For For Management 1B) ELECTION OF DIRECTOR: G. CAFORIO, M.D. For For Management 1C) ELECTION OF DIRECTOR: L.B. CAMPBELL For No Management 1D) ELECTION OF DIRECTOR: L.H. GLIMCHER, M. For For Management D. 1E) ELECTION OF DIRECTOR: M. GROBSTEIN For No Management 1F) ELECTION OF DIRECTOR: A.J. LACY For For Management 1G) ELECTION OF DIRECTOR: T.J. LYNCH, JR., For For Management M.D. 1H) ELECTION OF DIRECTOR: D.C. PALIWAL For For Management 1I) ELECTION OF DIRECTOR: V.L. SATO, PH.D. For No Management 1J) ELECTION OF DIRECTOR: G.L. STORCH For No Management 1K) ELECTION OF DIRECTOR: T.D. WEST, JR. For No Management 2 ADVISORY VOTE TO APPROVE THE For No Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 3 RATIFICATION OF THE APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO CERTIFICATE For No Management OF INCORPORATION - EXCLUSIVE FORUM PROVISION 5 APPROVAL OF AMENDMENT TO CERTIFICATE For For Management OF INCORPORATION - SUPERMAJORITY PROVISIONS - PREFERRED STOCKHOLDERS 6 SHAREHOLDER ACTION BY WRITTEN CONSENT No For Management 1A) ELECTION OF DIRECTOR: L. ANDREOTTI For For Management 1B) ELECTION OF DIRECTOR: G. CAFORIO, M.D. For For Management 1C) ELECTION OF DIRECTOR: L.B. CAMPBELL For No Management 1D) ELECTION OF DIRECTOR: L.H. GLIMCHER, M. For For Management D. 1E) ELECTION OF DIRECTOR: M. GROBSTEIN For No Management 1F) ELECTION OF DIRECTOR: A.J. LACY For For Management 1G) ELECTION OF DIRECTOR: T.J. LYNCH, JR., For For Management M.D. 1H) ELECTION OF DIRECTOR: D.C. PALIWAL For For Management 1I) ELECTION OF DIRECTOR: V.L. SATO, PH.D. For No Management 1J) ELECTION OF DIRECTOR: G.L. STORCH For No Management 1K) ELECTION OF DIRECTOR: T.D. WEST, JR. For No Management 2 ADVISORY VOTE TO APPROVE THE For No Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 3 RATIFICATION OF THE APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO CERTIFICATE For No Management OF INCORPORATION - EXCLUSIVE FORUM PROVISION 5 APPROVAL OF AMENDMENT TO CERTIFICATE For For Management OF INCORPORATION - SUPERMAJORITY PROVISIONS - PREFERRED STOCKHOLDERS 6 SHAREHOLDER ACTION BY WRITTEN CONSENT No For Management -------------------------------------------------------------------------------- BROADCOM CORPORATION Ticker: BRCM Security ID: 111320107 Meeting Date: MAY 12, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: ROBERT J. For For Management FINOCCHIO, JR. 1B. ELECTION OF DIRECTOR: NANCY H. HANDEL For For Management 1C. ELECTION OF DIRECTOR: EDDY W. For No Management HARTENSTEIN 1D. ELECTION OF DIRECTOR: MARIA M. KLAWE, For For Management PH.D. 1E. ELECTION OF DIRECTOR: JOHN E. MAJOR For No Management 1F. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1G. ELECTION OF DIRECTOR: WILLIAM T. MORROW For No Management 1H. ELECTION OF DIRECTOR: HENRY SAMUELI, For For Management PH.D. 1I. ELECTION OF DIRECTOR: ROBERT E. SWITZ For For Management 2 ADVISORY VOTE ON THE COMPENSATION OF For No Management THE COMPANY'S NAMED EXECUTIVE OFFICERS DESCRIBED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. -------------------------------------------------------------------------------- BROOKLINE BANCORP, INC. Ticker: BRKL Security ID: 11373M107 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAR 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 ELECTION OF DIRECTOR: JOHN J. DOYLE JR. For For Management 1.2 ELECTION OF DIRECTOR: THOMAS J. For For Management HOLLISTER 1.3 ELECTION OF DIRECTOR: CHARLES H. PECK For For Management 1.4 ELECTION OF DIRECTOR: PAUL A. PERRAULT For For Management 1.5 ELECTION OF DIRECTOR: JOSEPH J. SLOTNIK For For Management 2 TO RATIFY THE APPOINTMENT OF KPMG LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 TO HOLD A NON-BINDING ADVISORY VOTE ON For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1.1 ELECTION OF DIRECTOR: JOHN J. DOYLE JR. For For Management 1.2 ELECTION OF DIRECTOR: THOMAS J. For For Management HOLLISTER 1.3 ELECTION OF DIRECTOR: CHARLES H. PECK For For Management 1.4 ELECTION OF DIRECTOR: PAUL A. PERRAULT For For Management 1.5 ELECTION OF DIRECTOR: JOSEPH J. SLOTNIK For For Management 2 TO RATIFY THE APPOINTMENT OF KPMG LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 TO HOLD A NON-BINDING ADVISORY VOTE ON For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1.1 ELECTION OF DIRECTOR: JOHN J. DOYLE JR. For For Management 1.2 ELECTION OF DIRECTOR: THOMAS J. For For Management HOLLISTER 1.3 ELECTION OF DIRECTOR: CHARLES H. PECK For For Management 1.4 ELECTION OF DIRECTOR: PAUL A. PERRAULT For For Management 1.5 ELECTION OF DIRECTOR: JOSEPH J. SLOTNIK For For Management 2 TO RATIFY THE APPOINTMENT OF KPMG LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 TO HOLD A NON-BINDING ADVISORY VOTE ON For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1.1 ELECTION OF DIRECTOR: JOHN J. DOYLE JR. For For Management 1.2 ELECTION OF DIRECTOR: THOMAS J. For For Management HOLLISTER 1.3 ELECTION OF DIRECTOR: CHARLES H. PECK For For Management 1.4 ELECTION OF DIRECTOR: PAUL A. PERRAULT For For Management 1.5 ELECTION OF DIRECTOR: JOSEPH J. SLOTNIK For For Management 2 TO RATIFY THE APPOINTMENT OF KPMG LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 TO HOLD A NON-BINDING ADVISORY VOTE ON For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1.1 ELECTION OF DIRECTOR: JOHN J. DOYLE JR. For For Management 1.2 ELECTION OF DIRECTOR: THOMAS J. For For Management HOLLISTER 1.3 ELECTION OF DIRECTOR: CHARLES H. PECK For For Management 1.4 ELECTION OF DIRECTOR: PAUL A. PERRAULT For For Management 1.5 ELECTION OF DIRECTOR: JOSEPH J. SLOTNIK For For Management 2 TO RATIFY THE APPOINTMENT OF KPMG LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 TO HOLD A NON-BINDING ADVISORY VOTE ON For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1.1 ELECTION OF DIRECTOR: JOHN J. DOYLE JR. For For Management 1.2 ELECTION OF DIRECTOR: THOMAS J. For For Management HOLLISTER 1.3 ELECTION OF DIRECTOR: CHARLES H. PECK For For Management 1.4 ELECTION OF DIRECTOR: PAUL A. PERRAULT For For Management 1.5 ELECTION OF DIRECTOR: JOSEPH J. SLOTNIK For For Management 2 TO RATIFY THE APPOINTMENT OF KPMG LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 TO HOLD A NON-BINDING ADVISORY VOTE ON For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------- C&J ENERGY SERVICES INC Ticker: CJES Security ID: 12467B304 Meeting Date: MAR 20, 2015 Meeting Type: Special Record Date: JAN 30, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVAL OF THE AGREEMENT AND PLAN OF For For Management MERGER, DATED AS OF JUNE 25, 2014, AMONG C&J ENERGY SERVICES, INC., NABORS INDUSTRIES LTD. AND NABORS RED LION LIMITED (AS AMENDED FROM TIME TO TIME, THE MERGER AGREEMENT"). " 1A APPROVAL OF A PROVISION IN THE AMENDED For No Management AND RESTATED BYE-LAWS OF NABORS RED LION LIMITED THAT CLASSIFIES THE RED LION BOARD OF DIRECTORS INTO THREE SEPARATE CLASSES WITH STAGGERED TERMS. APPROVAL OF THIS PROPOSAL IS A CONDITION TO THE COMPLETION OF THE MER 2 APPROVAL, ON A NON-BINDING, ADVISORY For No Management BASIS, OF THE COMPENSATION PAYABLE TO C&J ENERGY SERVICES, INC.'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT. 3 APPROVAL OF THE ADJOURNMENT OF THE For For Management SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE MERGER AGREEMENT. 1 APPROVAL OF THE AGREEMENT AND PLAN OF For For Management MERGER, DATED AS OF JUNE 25, 2014, AMONG C&J ENERGY SERVICES, INC., NABORS INDUSTRIES LTD. AND NABORS RED LION LIMITED (AS AMENDED FROM TIME TO TIME, THE MERGER AGREEMENT"). " 1A APPROVAL OF A PROVISION IN THE AMENDED For No Management AND RESTATED BYE-LAWS OF NABORS RED LION LIMITED THAT CLASSIFIES THE RED LION BOARD OF DIRECTORS INTO THREE SEPARATE CLASSES WITH STAGGERED TERMS. APPROVAL OF THIS PROPOSAL IS A CONDITION TO THE COMPLETION OF THE MER 2 APPROVAL, ON A NON-BINDING, ADVISORY For No Management BASIS, OF THE COMPENSATION PAYABLE TO C&J ENERGY SERVICES, INC.'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT. 3 APPROVAL OF THE ADJOURNMENT OF THE For For Management SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE MERGER AGREEMENT. 1 APPROVAL OF THE AGREEMENT AND PLAN OF For For Management MERGER, DATED AS OF JUNE 25, 2014, AMONG C&J ENERGY SERVICES, INC., NABORS INDUSTRIES LTD. AND NABORS RED LION LIMITED (AS AMENDED FROM TIME TO TIME, THE MERGER AGREEMENT"). " 1A APPROVAL OF A PROVISION IN THE AMENDED For No Management AND RESTATED BYE-LAWS OF NABORS RED LION LIMITED THAT CLASSIFIES THE RED LION BOARD OF DIRECTORS INTO THREE SEPARATE CLASSES WITH STAGGERED TERMS. APPROVAL OF THIS PROPOSAL IS A CONDITION TO THE COMPLETION OF THE MER 2 APPROVAL, ON A NON-BINDING, ADVISORY For No Management BASIS, OF THE COMPENSATION PAYABLE TO C&J ENERGY SERVICES, INC.'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT. 3 APPROVAL OF THE ADJOURNMENT OF THE For For Management SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE MERGER AGREEMENT. -------------------------------------------------------------------------------- C&J ENERGY SERVICES LTD. Ticker: CJES Security ID: G3164Q101 Meeting Date: JUN 04, 2015 Meeting Type: Special Record Date: APR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 THE APPROVAL OF THE FIRST AMENDMENT TO For For Management THE C&J ENERGY SERVICES 2015 LONG TERM INCENTIVE PLAN. 2 THE APPROVAL OF THE MATERIAL TERMS OF For For Management THE C&J ENERGY SERVICES 2015 LONG TERM INCENTIVE PLAN FOR THE PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1 THE APPROVAL OF THE FIRST AMENDMENT TO For For Management THE C&J ENERGY SERVICES 2015 LONG TERM INCENTIVE PLAN. 2 THE APPROVAL OF THE MATERIAL TERMS OF For For Management THE C&J ENERGY SERVICES 2015 LONG TERM INCENTIVE PLAN FOR THE PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. -------------------------------------------------------------------------------- CA, INC. Ticker: CA Security ID: 12673P105 Meeting Date: JUL 30, 2014 Meeting Type: Annual Record Date: JUN 05, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Jens Alder For For Management 2 Elect Raymond J. Bromark For For Management 3 Elect Gary J. Fernandes For For Management 4 Elect Michael Gregoire For For Management 5 Elect Rohit Kapoor For For Management 6 Elect Kay Koplovitz For For Management 7 Elect Christopher B. Lofgren For For Management 8 Elect Richard Sulpizio For For Management 9 Elect Laura S. Unger For For Management 10 Elect Arthur F. Weinbach For For Management 11 Elect Ron Zambonini For For Management 12 Ratification of Auditor For For Management 13 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- CABOT OIL & GAS CORPORATION Ticker: COG Security ID: 127097103 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: MAR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: RHYS J. BEST For For Management 1B. ELECTION OF DIRECTOR: DAN O. DINGES For For Management 1C. ELECTION OF DIRECTOR: JAMES R. GIBBS For For Management 1D. ELECTION OF DIRECTOR: ROBERT L. KEISER For For Management 1E. ELECTION OF DIRECTOR: ROBERT KELLEY For For Management 1F. ELECTION OF DIRECTOR: W. MATT RALLS For For Management 2 TO RATIFY THE APPOINTMENT OF THE FIRM For No Management PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR ITS 2015 FISCAL YEAR. 3 TO APPROVE, BY NON-BINDING ADVISORY For For Management VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 4 TO CONSIDER A SHAREHOLDER PROPOSAL TO No For Management PROVIDE A REPORT ON THE COMPANY'S POLITICAL CONTRIBUTIONS. 5 TO CONSIDER A SHAREHOLDER PROPOSAL TO No For Management ADOPT A PROXY ACCESS" BYLAW. " 1A. ELECTION OF DIRECTOR: RHYS J. BEST For For Management 1B. ELECTION OF DIRECTOR: DAN O. DINGES For For Management 1C. ELECTION OF DIRECTOR: JAMES R. GIBBS For For Management 1D. ELECTION OF DIRECTOR: ROBERT L. KEISER For For Management 1E. ELECTION OF DIRECTOR: ROBERT KELLEY For For Management 1F. ELECTION OF DIRECTOR: W. MATT RALLS For For Management 2 TO RATIFY THE APPOINTMENT OF THE FIRM For No Management PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR ITS 2015 FISCAL YEAR. 3 TO APPROVE, BY NON-BINDING ADVISORY For For Management VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 4 TO CONSIDER A SHAREHOLDER PROPOSAL TO No For Management PROVIDE A REPORT ON THE COMPANY'S POLITICAL CONTRIBUTIONS. 5 TO CONSIDER A SHAREHOLDER PROPOSAL TO No For Management ADOPT A PROXY ACCESS" BYLAW. " 1A. ELECTION OF DIRECTOR: RHYS J. BEST For For Management 1B. ELECTION OF DIRECTOR: DAN O. DINGES For For Management 1C. ELECTION OF DIRECTOR: JAMES R. GIBBS For For Management 1D. ELECTION OF DIRECTOR: ROBERT L. KEISER For For Management 1E. ELECTION OF DIRECTOR: ROBERT KELLEY For For Management 1F. ELECTION OF DIRECTOR: W. MATT RALLS For For Management 2 TO RATIFY THE APPOINTMENT OF THE FIRM For No Management PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR ITS 2015 FISCAL YEAR. 3 TO APPROVE, BY NON-BINDING ADVISORY For For Management VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 4 TO CONSIDER A SHAREHOLDER PROPOSAL TO No For Management PROVIDE A REPORT ON THE COMPANY'S POLITICAL CONTRIBUTIONS. 5 TO CONSIDER A SHAREHOLDER PROPOSAL TO No For Management ADOPT A PROXY ACCESS" BYLAW. " -------------------------------------------------------------------------------- CAPITAL ONE FINANCIAL CORPORATION Ticker: COF Security ID: 14040H105 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: MAR 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3 ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5 STOCKHOLDER PROPOSAL REGARDING SPECIAL No No Management MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. -------------------------------------------------------------------------------- CAPITAL ONE FINANCIAL CORPORATION Ticker: COF Security ID: 14040H105 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: MAR 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: RICHARD D. For For Management FAIRBANK 1B. ELECTION OF DIRECTOR: PATRICK W. GROSS For For Management 1C. ELECTION OF DIRECTOR: ANN FRITZ HACKETT For For Management 1D. ELECTION OF DIRECTOR: LEWIS HAY, III For For Management 1E. ELECTION OF DIRECTOR: BENJAMIN P. For For Management JENKINS III 1F. ELECTION OF DIRECTOR: PIERRE E. LEROY For For Management 1G. ELECTION OF DIRECTOR: PETER E. RASKIND For For Management 1H. ELECTION OF DIRECTOR: MAYO A. SHATTUCK For For Management III 1I. ELECTION OF DIRECTOR: BRADFORD H. For For Management WARNER 1J. ELECTION OF DIRECTOR: CATHERINE G. WEST For For Management 2. RATIFICATION OF SELECTION OF ERNST & For For Management YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2015. 3. ADVISORY APPROVAL OF CAPITAL ONE'S For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4. APPROVAL OF AMENDMENTS TO CAPITAL For For Management ONE'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF THE STOCKHOLDERS. 5. STOCKHOLDER PROPOSAL REGARDING SPECIAL Against Against Shareholder MEETINGS OF THE STOCKHOLDERS, IF PRESENTED AT THE MEETING. -------------------------------------------------------------------------------- CARETRUST REIT Ticker: CTRE Security ID: 14174T107 Meeting Date: JUN 08, 2015 Meeting Type: Annual Record Date: APR 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF ERNST & For For Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF ERNST & For For Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF ERNST & For For Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF ERNST & For For Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF ERNST & For For Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF ERNST & For For Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. -------------------------------------------------------------------------------- CARNIVAL PLC, LONDON Ticker: Security ID: G19081101 Meeting Date: APR 14, 2015 Meeting Type: Annual General Meeting Record Date: MAR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 TO RE-ELECT MICKY ARISON AS A DIRECTOR For For Management OF CARNIVAL CORPORATION AND CARNIVAL PLC 2 TO RE-ELECT SIR JONATHON BAND AS A For For Management DIRECTOR OF CARNIVAL CORPORATION AND CARNIVAL PLC 3 TO RE-ELECT ARNOLD W DONALD AS A For For Management DIRECTOR OF CARNIVAL CORPORATION AND CARNIVAL PLC 4 TO RE-ELECT RICHARD J GLASIER AS A For For Management DIRECTOR OF CARNIVAL CORPORATION AND CARNIVAL PLC 5 TO RE-ELECT DEBRA KELLY ENNIS AS A For For Management DIRECTOR OF CARNIVAL CORPORATION AND CARNIVAL PLC 6 TO RE-ELECT SIR JOHN PARKER AS A For For Management DIRECTOR OF CARNIVAL CORPORATION AND CARNIVAL PLC 7 TO RE-ELECT STUART SUBOTNICK AS A For For Management DIRECTOR OF CARNIVAL CORPORATION AND CARNIVAL PLC 8 TO RE-ELECT LAURA WEIL AS A DIRECTOR For For Management OF CARNIVAL CORPORATION AND CARNIVAL PLC 9 TO RE-ELECT RANDALL J WEISENBURGER AS For For Management A DIRECTOR OF CARNIVAL CORPORATION AND CARNIVAL PLC 10 TO RE-APPOINT THE UK FIRM OF For No Management PRICEWATERHOUSECOOPERS LLP 11 TO AUTHORIZE THE AUDIT COMMITTEE OF For For Management THE BOARD OF DIRECTORS OF CARNIVAL PLC TO AGREE THE REMUNERATION OF THE INDEPENDENT AUDITORS OF CARNIVAL PLC 12 TO RECEIVE THE UK ACCOUNTS AND REPORTS For For Management OF THE DIRECTORS AND AUDITORS OF CARNIVAL PLC FOR THE YEAR ENDED NOVEMBER 30 2014 13 TO APPROVE THE FISCAL 2014 For No Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS OF CARNIVAL CORPORATION AND PLC 14 TO APPROVE THE CARNIVAL PLC DIRECTORS For No Management REMUNERATION REPORT AS SET OUT IN THE ANNUAL REPORT FOR THE YEAR ENDED NOVEMBER 30 2014 15 TO APPROVE THE GIVING OF AUTHORITY FOR For For Management THE ALLOTMENT OF NEW SHARES BY CARNIVAL PLC 16 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS IN RELATION TO THE ALLOTMENT OF NEW SHARES BY CARNIVAL PLC 17 TO APPROVE A GENERAL AUTHORITY FOR For For Management CARNIVAL PLC TO BUY BACK CARNIVAL PLC ORDINARY SHARES IN THE OPEN MARKET -------------------------------------------------------------------------------- CATHAY GENERAL BANCORP Ticker: CATY Security ID: 149150104 Meeting Date: MAY 18, 2015 Meeting Type: Annual Record Date: APR 01, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 ELECTION OF CLASS I DIRECTOR: MICHAEL For No Management M.Y. CHANG 1.2 ELECTION OF CLASS I DIRECTOR: JANE For For Management JELENKO 1.3 ELECTION OF CLASS I DIRECTOR: ANTHONY For No Management M. TANG 1.4 ELECTION OF CLASS I DIRECTOR: PETER WU For No Management 2 APPROVE THE CATHAY GENERAL BANCORP For For Management 2005 INCENTIVE PLAN, AS AMENDED 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 1.1 ELECTION OF CLASS I DIRECTOR: MICHAEL For No Management M.Y. CHANG 1.2 ELECTION OF CLASS I DIRECTOR: JANE For For Management JELENKO 1.3 ELECTION OF CLASS I DIRECTOR: ANTHONY For No Management M. TANG 1.4 ELECTION OF CLASS I DIRECTOR: PETER WU For No Management 2 APPROVE THE CATHAY GENERAL BANCORP For For Management 2005 INCENTIVE PLAN, AS AMENDED 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 1.1 ELECTION OF CLASS I DIRECTOR: MICHAEL For No Management M.Y. CHANG 1.2 ELECTION OF CLASS I DIRECTOR: JANE For For Management JELENKO 1.3 ELECTION OF CLASS I DIRECTOR: ANTHONY For No Management M. TANG 1.4 ELECTION OF CLASS I DIRECTOR: PETER WU For No Management 2 APPROVE THE CATHAY GENERAL BANCORP For For Management 2005 INCENTIVE PLAN, AS AMENDED 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 1.1 ELECTION OF CLASS I DIRECTOR: MICHAEL For No Management M.Y. CHANG 1.2 ELECTION OF CLASS I DIRECTOR: JANE For For Management JELENKO 1.3 ELECTION OF CLASS I DIRECTOR: ANTHONY For No Management M. TANG 1.4 ELECTION OF CLASS I DIRECTOR: PETER WU For No Management 2 APPROVE THE CATHAY GENERAL BANCORP For For Management 2005 INCENTIVE PLAN, AS AMENDED 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 1.1 ELECTION OF CLASS I DIRECTOR: MICHAEL For No Management M.Y. CHANG 1.2 ELECTION OF CLASS I DIRECTOR: JANE For For Management JELENKO 1.3 ELECTION OF CLASS I DIRECTOR: ANTHONY For No Management M. TANG 1.4 ELECTION OF CLASS I DIRECTOR: PETER WU For No Management 2 APPROVE THE CATHAY GENERAL BANCORP For For Management 2005 INCENTIVE PLAN, AS AMENDED 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 1.1 ELECTION OF CLASS I DIRECTOR: MICHAEL For No Management M.Y. CHANG 1.2 ELECTION OF CLASS I DIRECTOR: JANE For For Management JELENKO 1.3 ELECTION OF CLASS I DIRECTOR: ANTHONY For No Management M. TANG 1.4 ELECTION OF CLASS I DIRECTOR: PETER WU For No Management 2 APPROVE THE CATHAY GENERAL BANCORP For For Management 2005 INCENTIVE PLAN, AS AMENDED 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 -------------------------------------------------------------------------------- CELANESE CORPORATION Ticker: CE Security ID: 150870103 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: FEB 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director James E. Barlett For For Management 1b Elect Director Edward G. Galante For For Management 1c Elect Director David F. Hoffmeister For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- CELGENE CORPORATION Ticker: CELG Security ID: 151020104 Meeting Date: JUN 17, 2015 Meeting Type: Annual Record Date: APR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF THE COMPANY'S 2008 STOCK INCENTIVE PLAN. 4 APPROVAL, BY NON-BINDING VOTE, OF For For Management EXECUTIVE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 5 STOCKHOLDER PROPOSAL DESCRIBED IN MORE No For Management DETAIL IN THE PROXY STATEMENT. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF THE COMPANY'S 2008 STOCK INCENTIVE PLAN. 4 APPROVAL, BY NON-BINDING VOTE, OF For For Management EXECUTIVE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 5 STOCKHOLDER PROPOSAL DESCRIBED IN MORE No For Management DETAIL IN THE PROXY STATEMENT. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF THE COMPANY'S 2008 STOCK INCENTIVE PLAN. 4 APPROVAL, BY NON-BINDING VOTE, OF For For Management EXECUTIVE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 5 STOCKHOLDER PROPOSAL DESCRIBED IN MORE No For Management DETAIL IN THE PROXY STATEMENT. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF THE COMPANY'S 2008 STOCK INCENTIVE PLAN. 4 APPROVAL, BY NON-BINDING VOTE, OF For For Management EXECUTIVE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 5 STOCKHOLDER PROPOSAL DESCRIBED IN MORE No For Management DETAIL IN THE PROXY STATEMENT. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF THE COMPANY'S 2008 STOCK INCENTIVE PLAN. 4 APPROVAL, BY NON-BINDING VOTE, OF For For Management EXECUTIVE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 5 STOCKHOLDER PROPOSAL DESCRIBED IN MORE No For Management DETAIL IN THE PROXY STATEMENT. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF THE COMPANY'S 2008 STOCK INCENTIVE PLAN. 4 APPROVAL, BY NON-BINDING VOTE, OF For For Management EXECUTIVE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 5 STOCKHOLDER PROPOSAL DESCRIBED IN MORE No For Management DETAIL IN THE PROXY STATEMENT. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF THE COMPANY'S 2008 STOCK INCENTIVE PLAN. 4 APPROVAL, BY NON-BINDING VOTE, OF For For Management EXECUTIVE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 5 STOCKHOLDER PROPOSAL DESCRIBED IN MORE No For Management DETAIL IN THE PROXY STATEMENT. -------------------------------------------------------------------------------- CENTERPOINT ENERGY, INC. Ticker: CNP Security ID: 15189T107 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: FEB 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: MILTON CARROLL For No Management 1B. ELECTION OF DIRECTOR: MICHAEL P. For For Management JOHNSON 1C. ELECTION OF DIRECTOR: JANIECE M. For For Management LONGORIA 1D. ELECTION OF DIRECTOR: SCOTT J. MCLEAN For For Management 1E. ELECTION OF DIRECTOR: THEODORE F. POUND For For Management 1F. ELECTION OF DIRECTOR: SCOTT M. For For Management PROCHAZKA 1G. ELECTION OF DIRECTOR: SUSAN O. RHENEY For For Management 1H. ELECTION OF DIRECTOR: PHILLIP R. SMITH For For Management 1I. ELECTION OF DIRECTOR: PETER S. WAREING For For Management 2 RATIFY THE APPOINTMENT OF DELOITTE & For No Management TOUCHE LLP AS INDEPENDENT AUDITORS FOR 2015. 3 APPROVE THE ADVISORY RESOLUTION ON For For Management EXECUTIVE COMPENSATION. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management PERFORMANCE GOALS UNDER THE 2009 LONG-TERM INCENTIVE PLAN. 5 REAPPROVAL OF THE MATERIAL TERMS OF For For Management PERFORMANCE GOALS UNDER THE SHORT-TERM INCENTIVE PLAN. 6 SHAREHOLDER PROPOSAL REGARDING THE No For Management PREPARATION OF AN ANNUAL REPORT ON LOBBYING. 1A. ELECTION OF DIRECTOR: MILTON CARROLL For No Management 1B. ELECTION OF DIRECTOR: MICHAEL P. For For Management JOHNSON 1C. ELECTION OF DIRECTOR: JANIECE M. For For Management LONGORIA 1D. ELECTION OF DIRECTOR: SCOTT J. MCLEAN For For Management 1E. ELECTION OF DIRECTOR: THEODORE F. POUND For For Management 1F. ELECTION OF DIRECTOR: SCOTT M. For For Management PROCHAZKA 1G. ELECTION OF DIRECTOR: SUSAN O. RHENEY For For Management 1H. ELECTION OF DIRECTOR: PHILLIP R. SMITH For For Management 1I. ELECTION OF DIRECTOR: PETER S. WAREING For For Management 2 RATIFY THE APPOINTMENT OF DELOITTE & For No Management TOUCHE LLP AS INDEPENDENT AUDITORS FOR 2015. 3 APPROVE THE ADVISORY RESOLUTION ON For For Management EXECUTIVE COMPENSATION. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management PERFORMANCE GOALS UNDER THE 2009 LONG-TERM INCENTIVE PLAN. 5 REAPPROVAL OF THE MATERIAL TERMS OF For For Management PERFORMANCE GOALS UNDER THE SHORT-TERM INCENTIVE PLAN. 6 SHAREHOLDER PROPOSAL REGARDING THE No For Management PREPARATION OF AN ANNUAL REPORT ON LOBBYING. 1A. ELECTION OF DIRECTOR: MILTON CARROLL For No Management 1B. ELECTION OF DIRECTOR: MICHAEL P. For For Management JOHNSON 1C. ELECTION OF DIRECTOR: JANIECE M. For For Management LONGORIA 1D. ELECTION OF DIRECTOR: SCOTT J. MCLEAN For For Management 1E. ELECTION OF DIRECTOR: THEODORE F. POUND For For Management 1F. ELECTION OF DIRECTOR: SCOTT M. For For Management PROCHAZKA 1G. ELECTION OF DIRECTOR: SUSAN O. RHENEY For For Management 1H. ELECTION OF DIRECTOR: PHILLIP R. SMITH For For Management 1I. ELECTION OF DIRECTOR: PETER S. WAREING For For Management 2 RATIFY THE APPOINTMENT OF DELOITTE & For No Management TOUCHE LLP AS INDEPENDENT AUDITORS FOR 2015. 3 APPROVE THE ADVISORY RESOLUTION ON For For Management EXECUTIVE COMPENSATION. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management PERFORMANCE GOALS UNDER THE 2009 LONG-TERM INCENTIVE PLAN. 5 REAPPROVAL OF THE MATERIAL TERMS OF For For Management PERFORMANCE GOALS UNDER THE SHORT-TERM INCENTIVE PLAN. 6 SHAREHOLDER PROPOSAL REGARDING THE No For Management PREPARATION OF AN ANNUAL REPORT ON LOBBYING. 1A. ELECTION OF DIRECTOR: MILTON CARROLL For No Management 1B. ELECTION OF DIRECTOR: MICHAEL P. For For Management JOHNSON 1C. ELECTION OF DIRECTOR: JANIECE M. For For Management LONGORIA 1D. ELECTION OF DIRECTOR: SCOTT J. MCLEAN For For Management 1E. ELECTION OF DIRECTOR: THEODORE F. POUND For For Management 1F. ELECTION OF DIRECTOR: SCOTT M. For For Management PROCHAZKA 1G. ELECTION OF DIRECTOR: SUSAN O. RHENEY For For Management 1H. ELECTION OF DIRECTOR: PHILLIP R. SMITH For For Management 1I. ELECTION OF DIRECTOR: PETER S. WAREING For For Management 2 RATIFY THE APPOINTMENT OF DELOITTE & For No Management TOUCHE LLP AS INDEPENDENT AUDITORS FOR 2015. 3 APPROVE THE ADVISORY RESOLUTION ON For For Management EXECUTIVE COMPENSATION. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management PERFORMANCE GOALS UNDER THE 2009 LONG-TERM INCENTIVE PLAN. 5 REAPPROVAL OF THE MATERIAL TERMS OF For For Management PERFORMANCE GOALS UNDER THE SHORT-TERM INCENTIVE PLAN. 6 SHAREHOLDER PROPOSAL REGARDING THE No For Management PREPARATION OF AN ANNUAL REPORT ON LOBBYING. 1A. ELECTION OF DIRECTOR: MILTON CARROLL For No Management 1B. ELECTION OF DIRECTOR: MICHAEL P. For For Management JOHNSON 1C. ELECTION OF DIRECTOR: JANIECE M. For For Management LONGORIA 1D. ELECTION OF DIRECTOR: SCOTT J. MCLEAN For For Management 1E. ELECTION OF DIRECTOR: THEODORE F. POUND For For Management 1F. ELECTION OF DIRECTOR: SCOTT M. For For Management PROCHAZKA 1G. ELECTION OF DIRECTOR: SUSAN O. RHENEY For For Management 1H. ELECTION OF DIRECTOR: PHILLIP R. SMITH For For Management 1I. ELECTION OF DIRECTOR: PETER S. WAREING For For Management 2 RATIFY THE APPOINTMENT OF DELOITTE & For No Management TOUCHE LLP AS INDEPENDENT AUDITORS FOR 2015. 3 APPROVE THE ADVISORY RESOLUTION ON For For Management EXECUTIVE COMPENSATION. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management PERFORMANCE GOALS UNDER THE 2009 LONG-TERM INCENTIVE PLAN. 5 REAPPROVAL OF THE MATERIAL TERMS OF For For Management PERFORMANCE GOALS UNDER THE SHORT-TERM INCENTIVE PLAN. 6 SHAREHOLDER PROPOSAL REGARDING THE No For Management PREPARATION OF AN ANNUAL REPORT ON LOBBYING. 1A. ELECTION OF DIRECTOR: MILTON CARROLL For No Management 1B. ELECTION OF DIRECTOR: MICHAEL P. For For Management JOHNSON 1C. ELECTION OF DIRECTOR: JANIECE M. For For Management LONGORIA 1D. ELECTION OF DIRECTOR: SCOTT J. MCLEAN For For Management 1E. ELECTION OF DIRECTOR: THEODORE F. POUND For For Management 1F. ELECTION OF DIRECTOR: SCOTT M. For For Management PROCHAZKA 1G. ELECTION OF DIRECTOR: SUSAN O. RHENEY For For Management 1H. ELECTION OF DIRECTOR: PHILLIP R. SMITH For For Management 1I. ELECTION OF DIRECTOR: PETER S. WAREING For For Management 2 RATIFY THE APPOINTMENT OF DELOITTE & For No Management TOUCHE LLP AS INDEPENDENT AUDITORS FOR 2015. 3 APPROVE THE ADVISORY RESOLUTION ON For For Management EXECUTIVE COMPENSATION. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management PERFORMANCE GOALS UNDER THE 2009 LONG-TERM INCENTIVE PLAN. 5 REAPPROVAL OF THE MATERIAL TERMS OF For For Management PERFORMANCE GOALS UNDER THE SHORT-TERM INCENTIVE PLAN. 6 SHAREHOLDER PROPOSAL REGARDING THE No For Management PREPARATION OF AN ANNUAL REPORT ON LOBBYING. -------------------------------------------------------------------------------- CENTURYLINK, INC. Ticker: CTL Security ID: 156700106 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: APR 01, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For Take No Management OUR INDEPENDENT AUDITOR FOR 2015. Action 3 APPROVE OUR 2015 EXECUTIVE OFFICER For Take No Management SHORT-TERM INCENTIVE PLAN. Action 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For Take No Management COMPENSATION. Action 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No Take No Management RETENTION. Action 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For Take No Management action 1 ELECTION OF DIRECTOR For Take No Management action 1 ELECTION OF DIRECTOR For Take No Management action 1 ELECTION OF DIRECTOR For Take No Management action 1 ELECTION OF DIRECTOR For Take No Management action 1 ELECTION OF DIRECTOR For Take No Management action 1 ELECTION OF DIRECTOR For Take No Management action 1 ELECTION OF DIRECTOR For Take No Management action 1 ELECTION OF DIRECTOR For Take No Management action 1 ELECTION OF DIRECTOR For Take No Management action 1 ELECTION OF DIRECTOR For Take No Management action 1 ELECTION OF DIRECTOR For Take No Management action 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For Take No Management OUR INDEPENDENT AUDITOR FOR 2015. action 3 APPROVE OUR 2015 EXECUTIVE OFFICER For Take No Management SHORT-TERM INCENTIVE PLAN. action 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For Take No Management COMPENSATION. action 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No Take No Management RETENTION. action 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management OUR INDEPENDENT AUDITOR FOR 2015. 3 APPROVE OUR 2015 EXECUTIVE OFFICER For For Management SHORT-TERM INCENTIVE PLAN. 4 ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 5 SHAREHOLDER PROPOSAL REGARDING EQUITY No For Management RETENTION. -------------------------------------------------------------------------------- CF INDUSTRIES HOLDINGS, INC. Ticker: CF Security ID: 125269100 Meeting Date: MAY 15, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: ROBERT C. For For Management ARZBAECHER 1B. ELECTION OF DIRECTOR: WILLIAM DAVISSON For For Management 1C. ELECTION OF DIRECTOR: STEPHEN A. For For Management FURBACHER 1D. ELECTION OF DIRECTOR: STEPHEN J. HAGGE For For Management 1E. ELECTION OF DIRECTOR: JOHN D. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: ROBERT G. KUHBACH For For Management 1G. ELECTION OF DIRECTOR: EDWARD A. SCHMITT For For Management 1H. ELECTION OF DIRECTOR: THERESA E. WAGLER For For Management 1I. ELECTION OF DIRECTOR: W. ANTHONY WILL For For Management 2 APPROVAL OF AN ADVISORY RESOLUTION For For Management REGARDING THE COMPENSATION OF CF INDUSTRIES HOLDINGS, INC.'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE SELECTION OF KPMG For No Management LLP AS CF INDUSTRIES HOLDINGS, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS, IF PROPERLY PRESENTED AT THE MEETING. 5 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT, IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: ROBERT C. For For Management ARZBAECHER 1B. ELECTION OF DIRECTOR: WILLIAM DAVISSON For For Management 1C. ELECTION OF DIRECTOR: STEPHEN A. For For Management FURBACHER 1D. ELECTION OF DIRECTOR: STEPHEN J. HAGGE For For Management 1E. ELECTION OF DIRECTOR: JOHN D. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: ROBERT G. KUHBACH For For Management 1G. ELECTION OF DIRECTOR: EDWARD A. SCHMITT For For Management 1H. ELECTION OF DIRECTOR: THERESA E. WAGLER For For Management 1I. ELECTION OF DIRECTOR: W. ANTHONY WILL For For Management 2 APPROVAL OF AN ADVISORY RESOLUTION For For Management REGARDING THE COMPENSATION OF CF INDUSTRIES HOLDINGS, INC.'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE SELECTION OF KPMG For No Management LLP AS CF INDUSTRIES HOLDINGS, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS, IF PROPERLY PRESENTED AT THE MEETING. 5 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT, IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: ROBERT C. For For Management ARZBAECHER 1B. ELECTION OF DIRECTOR: WILLIAM DAVISSON For For Management 1C. ELECTION OF DIRECTOR: STEPHEN A. For For Management FURBACHER 1D. ELECTION OF DIRECTOR: STEPHEN J. HAGGE For For Management 1E. ELECTION OF DIRECTOR: JOHN D. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: ROBERT G. KUHBACH For For Management 1G. ELECTION OF DIRECTOR: EDWARD A. SCHMITT For For Management 1H. ELECTION OF DIRECTOR: THERESA E. WAGLER For For Management 1I. ELECTION OF DIRECTOR: W. ANTHONY WILL For For Management 2 APPROVAL OF AN ADVISORY RESOLUTION For For Management REGARDING THE COMPENSATION OF CF INDUSTRIES HOLDINGS, INC.'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE SELECTION OF KPMG For No Management LLP AS CF INDUSTRIES HOLDINGS, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS, IF PROPERLY PRESENTED AT THE MEETING. 5 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT, IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: ROBERT C. For For Management ARZBAECHER 1B. ELECTION OF DIRECTOR: WILLIAM DAVISSON For For Management 1C. ELECTION OF DIRECTOR: STEPHEN A. For For Management FURBACHER 1D. ELECTION OF DIRECTOR: STEPHEN J. HAGGE For For Management 1E. ELECTION OF DIRECTOR: JOHN D. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: ROBERT G. KUHBACH For For Management 1G. ELECTION OF DIRECTOR: EDWARD A. SCHMITT For For Management 1H. ELECTION OF DIRECTOR: THERESA E. WAGLER For For Management 1I. ELECTION OF DIRECTOR: W. ANTHONY WILL For For Management 2 APPROVAL OF AN ADVISORY RESOLUTION For For Management REGARDING THE COMPENSATION OF CF INDUSTRIES HOLDINGS, INC.'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE SELECTION OF KPMG For No Management LLP AS CF INDUSTRIES HOLDINGS, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS, IF PROPERLY PRESENTED AT THE MEETING. 5 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT, IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: ROBERT C. For For Management ARZBAECHER 1B. ELECTION OF DIRECTOR: WILLIAM DAVISSON For For Management 1C. ELECTION OF DIRECTOR: STEPHEN A. For For Management FURBACHER 1D. ELECTION OF DIRECTOR: STEPHEN J. HAGGE For For Management 1E. ELECTION OF DIRECTOR: JOHN D. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: ROBERT G. KUHBACH For For Management 1G. ELECTION OF DIRECTOR: EDWARD A. SCHMITT For For Management 1H. ELECTION OF DIRECTOR: THERESA E. WAGLER For For Management 1I. ELECTION OF DIRECTOR: W. ANTHONY WILL For For Management 2 APPROVAL OF AN ADVISORY RESOLUTION For For Management REGARDING THE COMPENSATION OF CF INDUSTRIES HOLDINGS, INC.'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE SELECTION OF KPMG For No Management LLP AS CF INDUSTRIES HOLDINGS, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS, IF PROPERLY PRESENTED AT THE MEETING. 5 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT, IF PROPERLY PRESENTED AT THE MEETING. -------------------------------------------------------------------------------- CHAROEN POKPHAND FOODS PUBLIC CO LTD, BANG RAK Ticker: Security ID: Y1296K166 Meeting Date: APR 22, 2015 Meeting Type: Annual General Meeting Record Date: MAR 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT M Note Non Management TO MEETING ID 433076 DUE TO RECEIPT OF Votable DIRECTORS NAMES AND CHANGE IN THE VOTING STATUS OF RESOLUTION 9. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NO 1 TO ADOPT THE MINUTES OF THE For For Management EXTRAORDINARY GENERAL SHAREHOLDERS' MEETING NO. 1/2015 2 TO ACKNOWLEDGE THE REPORT ON THE For For Management COMPANY'S OPERATING RESULTS FOR THE YEAR 2014 3 TO APPROVE THE STATEMENTS OF FINANCIAL For For Management POSITION AND THE STATEMENTS OF INCOME FOR THE YEAR ENDED DECEMBER 31 2014 4 TO APPROVE THE APPROPRIATION OF PROFIT For For Management AND ANNUAL DIVIDEND PAYMENT FOR THE YEAR 2014 5.1 TO APPOINT DIRECTOR TO REPLACE THE For No Management DIRECTOR WHO RETIRE BY ROTATION: MR. DHANIN CHEARAVANONT 5.2 TO APPOINT DIRECTOR TO REPLACE THE For No Management DIRECTOR WHO RETIRE BY ROTATION: MR. PRASERT POONGKUMARN 5.3 TO APPOINT DIRECTOR TO REPLACE THE For For Management DIRECTOR WHO RETIRE BY ROTATION: PROFESSOR DR. ATHASIT VEJJAJIVA 5.4 TO APPOINT DIRECTOR TO REPLACE THE For For Management DIRECTOR WHO RETIRE BY ROTATION: EMERITUS PROFESSOR SUPAPUN RUTTANAPORN 5.5 TO APPOINT DIRECTOR TO REPLACE THE For No Management DIRECTOR WHO RETIRE BY ROTATION: MR. PONGTHEP CHIARAVANONT 6 TO APPROVE THE REMUNERATION OF THE For No Management DIRECTORS FOR THE YEAR 2015 7 TO APPOINT THE COMPANY'S AUDITORS AND For Abstain Management FIX THE REMUNERATION FOR THE YEAR 2015 8 TO ACQUIRE THE INVESTMENT IN C.P. For For Management CAMBODIA CO., LTD. FROM CONNECTED PERSON BY A SUBSIDIARY 9 TO RESPOND TO THE QUERIES M Note Non Management Votable CMMT 05 MAR 2015: IN THE SITUATION WHERE M Note Non Management THE CHAIRMAN OF THE MEETING SUDDENLY Votable CHANGE THE AGENDA AND/OR ADD NEW AGENDA DURING THE MEETING, WE WILL VOTE THAT AGENDA AS ABSTAIN. CMMT 05 MAR 2015: PLEASE NOTE THAT THIS IS M Note Non Management A REVISION DUE TO RECEIPT OF Votable ADDITIONAL COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES FOR MID: 435148 PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------- CHEVRON CORPORATION Ticker: CVX Security ID: 166764100 Meeting Date: MAY 27, 2015 Meeting Type: Annual Record Date: APR 01, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management 1A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. For For Management 1B. ELECTION OF DIRECTOR: L.F. DEILY For No Management 1C. ELECTION OF DIRECTOR: R.E. DENHAM For No Management 1D. ELECTION OF DIRECTOR: A.P. GAST For For Management 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. For For Management 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. For For Management 1G. ELECTION OF DIRECTOR: C.W. MOORMAN For No Management 1H. ELECTION OF DIRECTOR: J.G. STUMPF For For Management 1I. ELECTION OF DIRECTOR: R.D. SUGAR For For Management 1J. ELECTION OF DIRECTOR: I.G. THULIN For For Management 1K. ELECTION OF DIRECTOR: C. WARE For No Management 1L. ELECTION OF DIRECTOR: J.S. WATSON For For Management 2 RATIFICATION OF APPOINTMENT OF PWC AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 DISCLOSE CHARITABLE CONTRIBUTIONS OF No No Management $5,000 OR MORE 5 REPORT ON LOBBYING No For Management 6 CEASE USING CORPORATE FUNDS FOR No For Management POLITICAL PURPOSES 7 ADOPT DIVIDEND POLICY No No Management 8 ADOPT TARGETS TO REDUCE GHG EMISSIONS No No Management 9 REPORT ON SHALE ENERGY OPERATIONS No For Management 10 ADOPT PROXY ACCESS BYLAW No For Management 11 ADOPT POLICY FOR INDEPENDENT CHAIRMAN No For Management 12 RECOMMEND INDEPENDENT DIRECTOR WITH No No Management ENVIRONMENTAL EXPERTISE 13 SET SPECIAL MEETINGS THRESHOLD AT 10% No No Management -------------------------------------------------------------------------------- CHEVRON CORPORATION Ticker: CVX Security ID: 166764100 Meeting Date: MAY 27, 2015 Meeting Type: Annual Record Date: APR 01, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Alexander B. Cummings, For For Management Jr. 1b Elect Director Linnet F. Deily For For Management 1c Elect Director Robert E. Denham For For Management 1d Elect Director Alice P. Gast For For Management 1e Elect Director Enrique Hernandez, Jr. For For Management 1f Elect Director Jon M. Huntsman, Jr. For For Management 1g Elect Director Charles W. Moorman, IV For For Management 1h Elect Director John G. Stumpf For For Management 1i Elect Director Ronald D. Sugar For For Management 1j Elect Director Inge G. Thulin For For Management 1k Elect Director Carl Ware For For Management 1l Elect Director John S. Watson For Against Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Report on Charitable Contributions Against Against Shareholder 5 Report on Lobbying Payments and Policy Against For Shareholder 6 Prohibit Political Spending Against Against Shareholder 7 Increase Return of Capital to Against Against Shareholder Shareholders in Light of Climate Change Risks 8 Adopt Quantitative GHG Goals for Against Against Shareholder Products and Operations 9 Report on the Result of Efforts to Against For Shareholder Minimize Hydraulic Fracturing Impacts 10 Proxy Access Against For Shareholder 11 Require Independent Board Chairman Against For Shareholder 12 Require Director Nominee with Against For Shareholder Environmental Experience 13 Amend Bylaws -- Call Special Meetings Against For Shareholder -------------------------------------------------------------------------------- CHINA MOBILE (HONG KONG) LIMITED Ticker: CHL Security ID: 16941M109 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: APR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 TO RECEIVE AND CONSIDER THE AUDITED For For Management FINANCIAL STATEMENTS AND THE REPORTS OF THE DIRECTORS AND AUDITORS OF THE COMPANY AND ITS SUBSIDIARIES FOR THE YEAR ENDED 31 DECEMBER 2014. 2 TO DECLARE A FINAL DIVIDEND FOR THE For For Management YEAR ENDED 31 DECEMBER 2014. 3 TO RE-ELECT MR. XUE TAOHAI AS For No Management EXECUTIVE DIRECTOR OF THE COMPANY. 4A. TO RE-ELECT MR. FRANK WONG KWONG SHING For For Management AS INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY. 4B. TO RE-ELECT DR. MOSES CHENG MO CHI AS For No Management INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY. 5 TO RE-APPOINT PRICEWATERHOUSECOOPERS For For Management AND PRICEWATERHOUSECOOPERS ZHONG TIAN LLP AS THE AUDITORS OF THE GROUP FOR HONG KONG FINANCIAL REPORTING AND U.S. FINANCIAL REPORTING PURPOSES, RESPECTIVELY, AND TO AUTHORIZE THE DIRECTORS OF THE COMPANY TO FIX THEIR R 6 TO GIVE A GENERAL MANDATE TO THE For For Management DIRECTORS OF THE COMPANY TO REPURCHASE SHARES IN THE COMPANY NOT EXCEEDING 10% OF THE NUMBER OF ISSUED SHARES IN ACCORDANCE WITH ORDINARY RESOLUTION NUMBER 6 AS SET OUT IN THE AGM NOTICE. 7 TO GIVE A GENERAL MANDATE TO THE For No Management DIRECTORS OF THE COMPANY TO ISSUE, ALLOT AND DEAL WITH ADDITIONAL SHARES IN THE COMPANY NOT EXCEEDING 20% OF THE NUMBER OF ISSUED SHARES IN ACCORDANCE WITH ORDINARY RESOLUTION NUMBER 7 AS SET OUT IN THE AGM NOTICE. 8 TO EXTEND THE GENERAL MANDATE GRANTED For No Management TO THE DIRECTORS OF THE COMPANY TO ISSUE, ALLOT AND DEAL WITH SHARES BY THE NUMBER OF SHARES REPURCHASED IN ACCORDANCE WITH ORDINARY RESOLUTION NUMBER 8 AS SET OUT IN THE AGM NOTICE. -------------------------------------------------------------------------------- CHRISTIAN DIOR SA, PARIS Ticker: Security ID: F26334106 Meeting Date: DEC 09, 2014 Meeting Type: MIX Record Date: DEC 03, 2014 # Proposal Mgt Rec Vote Cast Sponsor CMMT PLEASE NOTE IN THE FRENCH MARKET THAT M Note Non Management THE ONLY VALID VOTE OPTIONS ARE FOR" Votable AND "AGAINST" A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE. " CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS M Note Non Management THAT DO NOT HOLD SHARES DIRECTLY WITH Votable A FRENCH CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTO CMMT 17 NOV 2014: PLEASE NOTE THAT M Note Non Management IMPORTANT ADDITIONAL MEETING Votable INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo. journal-officiel.gouv. fr/pdf/2014/1103/201411031405018.pdf. THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL LINK: ht E.1 AMENDMENT TO ARTICLE 26 OF THE BYLAWS For For Management O.2 APPROVAL OF THE ANNUAL CORPORATE For For Management FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED ON JUNE 30, 2014 O.3 APPROVAL OF THE CONSOLIDATED FINANCIAL For For Management STATEMENTS FOR THE FINANCIAL YEAR ENDED JUNE 30, 2014 O.4 APPROVAL OF THE AGREEMENTS PURSUANT TO For For Management ARTICLE L.225-38 OF THE COMMERCIAL CODE O.5 ALLOCATION OF INCOME AND SETTING THE For For Management DIVIDEND O.6 ALLOCATING RETAINED EARNINGS TO THE For For Management OPTIONAL RESERVE" ACCOUNT " O.7 EXCEPTIONAL DISTRIBUTION IN KIND OF For For Management PORTFOLIO SECURITIES, SUBJECT TO CONDITIONS O.8 RENEWAL OF TERM OF MR. BERNARD ARNAULT For For Management AS DIRECTOR O.9 RENEWAL OF TERM OF MR. PIERRE GODE AS For No Management DIRECTOR O.10 RENEWAL OF TERM OF MR. SIDNEY T For No Management OLEDANO AS DIRECTOR O.11 ADVISORY REVIEW OF THE COMPENSATION For No Management OWED OR PAID TO MR. BERNARD ARNAULT, PRESIDENT AND CEO FOR THE FINANCIAL YEAR ENDED ON JUNE 30, 2014 O.12 ADVISORY REVIEW OF THE COMPENSATION For No Management OWED OR PAID TO MR. SIDNEY TOLEDANO, MANAGING DIRECTOR FOR THE FINANCIAL YEAR ENDED ON JUNE 30, 2014 O.13 AUTHORIZATION TO BE GRANTED TO THE For For Management BOARD OF DIRECTORS TO TRADE IN COMPANY'S SHARES FOR A MAXIMUM PURCHASE PRICE OF 250 EUROS, OR A MAXIMUM GLOBAL PRICE OF 4,6 BILLION EUROS E.14 DELEGATION OF AUTHORITY TO BE GRANTED For For Management TO THE BOARD OF DIRECTOR TO INCREASE CAPITAL BY INCORPORATION OF RESERVES, PROFITS OR PREMIUMS OR OTHERWISE E.15 AUTHORIZATION TO BE GRANTED TO THE For For Management BOARD OF DIRECTOR TO REDUCE SHARE CAPITAL BY CANCELLATION OF SHARES OF THE COMPANY FOLLOWING THE REPURCHASE OF ITS OWN SHARES E.16 DELEGATION OF AUTHORITY TO BE GRANTED For For Management TO THE BOARD OF DIRECTOR TO ISSUE COMMON SHARES AND/OR EQUITY SECURITIES GIVING ACCESS TO OTHER EQUITY SECURITIES OR ENTITLING TO THE ALLOTMENT OF DEBTS SECURITIES AND/OR SECURITIES ENTITLING TO EQUITY SECURITIES TO B E.17 DELEGATION OF AUTHORITY TO BE GRANTED For No Management TO THE BOARD OF DIRECTOR TO ISSUE COMMON SHARES AND/OR EQUITY SECURITIES GIVING ACCESS TO OTHER EQUITY SECURITIES OR ENTITLING TO THE ALLOTMENT OF DEBTS SECURITIES AND/OR SECURITIES GIVING ACCESS TO EQUITY SECURITIES E.18 DELEGATION OF AUTHORITY TO BE GRANTED For No Management TO THE BOARD OF DIRECTOR TO ISSUE COMMON SHARES AND/OR EQUITY SECURITIES GIVING ACCESS TO OTHER EQUITY SECURITIES OR ENTITLING TO THE ALLOTMENT OF DEBTS SECURITIES AND/OR SECURITIES GIVING ACCESS TO EQUITY SECURITIES E.19 AUTHORIZATION TO BE GRANTED TO THE For No Management BOARD OF DIRECTOR TO SET THE ISSUE PRICE OF SHARES AND/OR SECURITIES GIVING ACCESS TO CAPITAL, UP TO 10% OF CAPITAL PER YEAR, AS PART AS A SHARE CAPITAL INCREASE BY ISSUING SHARES WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS E.20 AUTHORIZATION TO BE GRANTED TO THE For No Management BOARD OF DIRECTOR TO INCREASE THE NUMBER OF SHARES TO BE ISSUED, IN CASE OF A CAPITAL INCREASE WITH OR WITHOUT SHAREHOLDERS' PREFERENTIAL SUBSCRIPTION RIGHTS UNDER OVER-ALLOTMENT OPTIONS E.21 DELEGATION OF AUTHORITY TO BE GRANTED For No Management TO THE BOARD OF DIRECTOR TO ISSUE SHARES AND/OR SECURITIES GIVING ACCESS TO A PORTION OF CAPITAL OF THE COMPANY ,OR PROVIDED THAT THE FIRST SECURITY IS A SHARE, ENTITLING TO THE ALLOTMENT OF DEBT SECURITIES IN CONSIDE E.22 DELEGATION OF AUTHORITY TO BE GRANTED For No Management TO THE BOARD OF DIRECTOR TO ISSUE SHARES, IN CONSIDERATION FOR IN-KIND CONTRIBUTIONS OF EQUITY SECURITIES OR SECURITIES GIVING ACCESS TO CAPITAL UP TO 10% OF SHARE CAPITAL E.23 AUTHORIZATION TO BE GRANTED TO THE For No Management BOARD OF DIRECTOR TO GRANT SUBSCRIPTION OPTIONS WITH CANCELLATION OF SHAREHOLDERS' PREFERENTIAL SUBSCRIPTION RIGHTS OR SHARE PURCHASE OPTIONS TO EMPLOYEES AND CORPORATE EXECUTIVES OF THE COMPANY AND AFFILIATED ENTITIES, E.24 DELEGATION OF AUTHORITY TO BE GRANTED For For Management TO THE BOARD OF DIRECTOR TO ISSUE SHARES AND/OR SECURITIES GIVING ACCESS TO CAPITAL OF THE COMPANY WITH CANCELLATION OF SHAREHOLDERS' PREFERENTIAL SUBSCRIPTION RIGHTS IN FAVOR OF MEMBERS OF COMPANY SAVINGS PLAN (S) OF E.25 SETTING AN OVERALL CEILING OF DECIDED For For Management CAPITAL INCREASES IN ACCORDANCE OF THE DELEGATIONS OF AUTHORITY UP TO AN AMOUNT OF EUR 80,000,000 E.26 AUTHORIZATION TO BE GRANTED TO THE For No Management BOARD OF DIRECTORS TO CARRY OUT THE ALLOTMENT OF FREE SHARES TO BE ISSUED WITH CANCELLATION OF SHAREHOLDERS' PREFERENTIAL SUBSCRIPTION RIGHTS OR EXISTING SHARES IN FAVOR OF EMPLOYEES AND/OR CORPORATE EXECUTIVE OF THE COM E.27 APPROVAL OF THE TRANSFORMATION OF THE For For Management LEGAL FORM OF THE COMPANY BY ADOPTING THE EUROPEAN COMPANY" FORM AND APPROVAL OF THE TERMS OF THE TRANSFORMATION PROJECT " E.28 APPROVAL OF THE BYLAWS OF THE COMPANY For For Management UNDER ITS NEW FORM AS AN EUROPEAN COMPANY -------------------------------------------------------------------------------- CIGNA CORPORATION Ticker: CI Security ID: 125509109 Meeting Date: APR 22, 2015 Meeting Type: Annual Record Date: FEB 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 ELECTION OF DIRECTOR: JOHN M. PARTRIDGE For For Management 1.2 ELECTION OF DIRECTOR: JAMES E. ROGERS For For Management 1.3 ELECTION OF DIRECTOR: ERIC C. WISEMAN For For Management 2 ADVISORY APPROVAL OF CIGNA'S EXECUTIVE For For Management COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS CIGNA'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1.1 ELECTION OF DIRECTOR: JOHN M. PARTRIDGE For For Management 1.2 ELECTION OF DIRECTOR: JAMES E. ROGERS For For Management 1.3 ELECTION OF DIRECTOR: ERIC C. WISEMAN For For Management 2 ADVISORY APPROVAL OF CIGNA'S EXECUTIVE For For Management COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS CIGNA'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1.1 ELECTION OF DIRECTOR: JOHN M. PARTRIDGE For For Management 1.2 ELECTION OF DIRECTOR: JAMES E. ROGERS For For Management 1.3 ELECTION OF DIRECTOR: ERIC C. WISEMAN For For Management 2 ADVISORY APPROVAL OF CIGNA'S EXECUTIVE For For Management COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS CIGNA'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. -------------------------------------------------------------------------------- CIGNA CORPORATION Ticker: CI Security ID: 125509109 Meeting Date: APR 22, 2015 Meeting Type: Annual Record Date: FEB 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John M. Partridge For For Management 1.2 Elect Director James E. Rogers For For Management 1.3 Elect Director Eric C. Wiseman For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- CIRRUS LOGIC, INC. Ticker: CRUS Security ID: 172755100 Meeting Date: JUL 28, 2014 Meeting Type: Annual Record Date: MAY 29, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 28, 2015. 3 ADVISORY VOTE TO APPROVE COMPENSATION For For Management OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 4 APPROVAL OF THE AMENDMENT TO, AND THE For For Management RESTATEMENT OF, THE 2006 STOCK INCENTIVE PLAN. 5 APPROVAL OF MATERIAL TERMS OF THE 2006 For For Management STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED, FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 28, 2015. 3 ADVISORY VOTE TO APPROVE COMPENSATION For For Management OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 4 APPROVAL OF THE AMENDMENT TO, AND THE For For Management RESTATEMENT OF, THE 2006 STOCK INCENTIVE PLAN. 5 APPROVAL OF MATERIAL TERMS OF THE 2006 For For Management STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED, FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 28, 2015. 3 ADVISORY VOTE TO APPROVE COMPENSATION For For Management OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 4 APPROVAL OF THE AMENDMENT TO, AND THE For For Management RESTATEMENT OF, THE 2006 STOCK INCENTIVE PLAN. 5 APPROVAL OF MATERIAL TERMS OF THE 2006 For For Management STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED, FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 28, 2015. 3 ADVISORY VOTE TO APPROVE COMPENSATION For For Management OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 4 APPROVAL OF THE AMENDMENT TO, AND THE For For Management RESTATEMENT OF, THE 2006 STOCK INCENTIVE PLAN. 5 APPROVAL OF MATERIAL TERMS OF THE 2006 For For Management STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED, FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 28, 2015. 3 ADVISORY VOTE TO APPROVE COMPENSATION For For Management OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 4 APPROVAL OF THE AMENDMENT TO, AND THE For For Management RESTATEMENT OF, THE 2006 STOCK INCENTIVE PLAN. 5 APPROVAL OF MATERIAL TERMS OF THE 2006 For For Management STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED, FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. -------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R102 Meeting Date: NOV 20, 2014 Meeting Type: Annual Record Date: SEP 22, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ For For Management 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL D. For For Management CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS For For Management 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA For For Management 1F. ELECTION OF DIRECTOR: DR. JOHN L. For No Management HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. For For Management JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. For For Management MCGEARY 1I. ELECTION OF DIRECTOR: ARUN SARIN For For Management 1J. ELECTION OF DIRECTOR: STEVEN M. WEST For For Management 2 APPROVAL OF AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5 APPROVAL TO RECOMMEND THAT CISCO No No Management ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD. 6 APPROVAL TO REQUEST THE BOARD TO AMEND No For Management CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7 APPROVAL TO REQUEST CISCO TO PROVIDE A No For Management SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. -------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R102 Meeting Date: NOV 20, 2014 Meeting Type: Annual Record Date: SEP 22, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Carol A. Bartz For For Management 2 Elect M. Michele Burns For For Management 3 Elect Michael D. Capellas For For Management 4 Elect John T. Chambers For For Management 5 Elect Brian L. Halla For For Management 6 Elect John L. Hennessy For Against Management 7 Elect Kristina M. Johnson For For Management 8 Elect Roderick C. McGeary For For Management 9 Elect Arun Sarin For For Management 10 Elect Steven M. West For For Management 11 Amendment to the Employee Stock For For Management Purchase Plan 12 Advisory Vote on Executive Compensation For For Management 13 Ratification of Auditor For For Management 14 Shareholder Proposal Regarding Against Against Shareholder Formation of a Public Policy Committee of the Board 15 Shareholder Proposal Regarding Proxy Against Against Shareholder Access 16 Shareholder Proposal Regarding Against For Shareholder Political Contributions and Expenditures Report -------------------------------------------------------------------------------- CITIGROUP INC. Ticker: C Security ID: 172967424 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Michael L. Corbat For For Management 1b Elect Director Duncan P. Hennes For For Management 1c Elect Director Peter B. Henry For For Management 1d Elect Director Franz B. Humer For Against Management 1e Elect Director Michael E. O'Neill For For Management 1f Elect Director Gary M. Reiner For For Management 1g Elect Director Judith Rodin For For Management 1h Elect Director Anthony M. Santomero For For Management 1i Elect Director Joan E. Spero For For Management 1j Elect Director Diana L. Taylor For For Management 1k Elect Director William S. Thompson, Jr. For For Management 1l Elect Director James S. Turley For For Management 1m Elect Director Ernesto Zedillo Ponce For For Management de Leon 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management 5 Adopt Proxy Access Right For For Shareholder 6 Report on Lobbying Payments and Policy Against For Shareholder 7 Claw-back of Payments under Against Against Shareholder Restatements 8 Limits for Directors Involved with Against Against Shareholder Bankruptcy 9 Report on Certain Vesting Program Against For Shareholder -------------------------------------------------------------------------------- CITIZENS FINANCIAL GROUP, INC. Ticker: CFG Security ID: 174610105 Meeting Date: MAY 05, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1..1 DIRECTOR-BRUCE VAN SAUN For For Management 1..2 DIRECTOR-MARK CASADY For For Management 1..3 DIRECTOR-ANTHONY DI IORIO For For Management 1..4 DIRECTOR-ROBERT GILLESPIE For For Management 1..5 DIRECTOR-WILLIAM P. HANKOWSKY For For Management 1..6 DIRECTOR-HOWARD W. HANNA III For For Management 1..7 DIRECTOR-LEO I. ("LEE") HIGDON For For Management 1..8 DIRECTOR-CHARLES J. ("BUD") KOCH For For Management 1..9 DIRECTOR-ARTHUR F. RYAN For For Management 1..10 DIRECTOR-SHIVAN S. SUBRAMANIAM For Withheld Management 1..11 DIRECTOR-WENDY A. WATSON For For Management 1..12 DIRECTOR-MARITA ZURAITIS For For Management 2. RATIFY THE APPOINTMENT OF OUR For For Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3. ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4. ADVISORY VOTE ON THE FREQUENCY OF 1 Year 1 Year Management FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. 5. APPROVE THE MATERIAL TERMS OF THE For For Management CITIZENS FINANCIAL GROUP, INC. PERFORMANCE FORMULA AND INCENTIVE PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 6. APPROVE THE MATERIAL TERMS OF THE For For Management CITIZENS FINANCIAL GROUP, INC. 2014 OMNIBUS INCENTIVE PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE, INCLUDING THE PERFORMANCE GOALS AND INDIVIDUAL AWARD LIMITATIONS. -------------------------------------------------------------------------------- CITRIX SYSTEMS, INC. Ticker: CTXS Security ID: 177376100 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: APR 01, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: THOMAS F. BOGAN For For Management 1B. ELECTION OF DIRECTOR: ROBERT M. For For Management CALDERONI 1C. ELECTION OF DIRECTOR: NANCI E. CALDWELL For For Management 1D. ELECTION OF DIRECTOR: ROBERT D. DALEO For For Management 1E. ELECTION OF DIRECTOR: MURRAY J. DEMO For For Management 1F. ELECTION OF DIRECTOR: FRANCIS DESOUZA For For Management 1G. ELECTION OF DIRECTOR: ASIFF S. HIRJI For For Management 2 APPROVAL OF THE 2015 EMPLOYEE STOCK For For Management PURCHASE PLAN 3 RATIFICATION OF ERNST & YOUNG LLP AS For No Management THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: THOMAS F. BOGAN For For Management 1B. ELECTION OF DIRECTOR: ROBERT M. For For Management CALDERONI 1C. ELECTION OF DIRECTOR: NANCI E. CALDWELL For For Management 1D. ELECTION OF DIRECTOR: ROBERT D. DALEO For For Management 1E. ELECTION OF DIRECTOR: MURRAY J. DEMO For For Management 1F. ELECTION OF DIRECTOR: FRANCIS DESOUZA For For Management 1G. ELECTION OF DIRECTOR: ASIFF S. HIRJI For For Management 2 APPROVAL OF THE 2015 EMPLOYEE STOCK For For Management PURCHASE PLAN 3 RATIFICATION OF ERNST & YOUNG LLP AS For No Management THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS -------------------------------------------------------------------------------- CLIFFS NATURAL RESOURCES INC. Ticker: CLF Security ID: 18683K101 Meeting Date: JUL 29, 2014 Meeting Type: Annual Record Date: JUN 02, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 2 APPROVAL OF THE 2014 NONEMPLOYEE For Take No Management DIRECTORS' COMPENSATION PLAN. Action 3 APPROVAL, ON AN ADVISORY BASIS, OF OUR For Take No Management NAMED EXECUTIVE OFFICERS' COMPENSATION. Action 4 APPROVAL OF THE CLIFFS NATURAL For Take No Management RESOURCES INC. AMENDED AND RESTATED Action 2012 INCENTIVE EQUITY PLAN. 5 RATIFICATION OF THE APPOINTMENT OF For Take No Management DELOITTE & TOUCHE, LLP AS OUR Action INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO SERVE FOR THE 2014 FISCAL YEAR. 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 2 APPROVAL OF THE 2014 NONEMPLOYEE For Take No Management DIRECTORS' COMPENSATION PLAN. Action 3 APPROVAL, ON AN ADVISORY BASIS, OF OUR For Take No Management NAMED EXECUTIVE OFFICERS' COMPENSATION. Action 4 APPROVAL OF THE CLIFFS NATURAL For Take No Management RESOURCES INC. AMENDED AND RESTATED Action 2012 INCENTIVE EQUITY PLAN. 5 RATIFICATION OF THE APPOINTMENT OF For Take No Management DELOITTE & TOUCHE, LLP AS OUR Action INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO SERVE FOR THE 2014 FISCAL YEAR. 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 2 APPROVAL OF THE 2014 NONEMPLOYEE For Take No Management DIRECTORS' COMPENSATION PLAN. Action 3 APPROVAL, ON AN ADVISORY BASIS, OF OUR For Take No Management NAMED EXECUTIVE OFFICERS' COMPENSATION. Action 4 APPROVAL OF THE CLIFFS NATURAL For Take No Management RESOURCES INC. AMENDED AND RESTATED Action 2012 INCENTIVE EQUITY PLAN. 5 RATIFICATION OF THE APPOINTMENT OF For Take No Management DELOITTE & TOUCHE, LLP AS OUR Action INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO SERVE FOR THE 2014 FISCAL YEAR. 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 2 TO VOTE ON THE COMPANY'S PROPOSAL TO No Take No Management APPROVE THE 2014 NONEMPLOYEE Action DIRECTORS' COMPENSATION PLAN. 3 TO VOTE ON THE COMPANY'S PROPOSAL TO No Take No Management APPROVE, ON AN ADVISORY BASIS, THE Action COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 4 TO VOTE ON THE COMPANY'S PROPOSAL TO No Take No Management APPROVE THE CLIFFS NATURAL RESOURCES Action INC. AMENDED AND RESTATED 2012 INCENTIVE EQUITY PLAN. 5 TO RATIFY THE APPOINTMENT OF DELOITTE For Take No Management & TOUCHE LLP AS THE COMPANY'S Action INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 2 TO VOTE ON THE COMPANY'S PROPOSAL TO No For Management APPROVE THE 2014 NONEMPLOYEE DIRECTORS' COMPENSATION PLAN. 3 TO VOTE ON THE COMPANY'S PROPOSAL TO No For Management APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 4 TO VOTE ON THE COMPANY'S PROPOSAL TO No For Management APPROVE THE CLIFFS NATURAL RESOURCES INC. AMENDED AND RESTATED 2012 INCENTIVE EQUITY PLAN. 5 TO RATIFY THE APPOINTMENT OF DELOITTE For For Management & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 2 TO VOTE ON THE COMPANY'S PROPOSAL TO No For Management APPROVE THE 2014 NONEMPLOYEE DIRECTORS' COMPENSATION PLAN. 3 TO VOTE ON THE COMPANY'S PROPOSAL TO No For Management APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 4 TO VOTE ON THE COMPANY'S PROPOSAL TO No For Management APPROVE THE CLIFFS NATURAL RESOURCES INC. AMENDED AND RESTATED 2012 INCENTIVE EQUITY PLAN. 5 TO RATIFY THE APPOINTMENT OF DELOITTE For For Management & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014. 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 2 TO VOTE ON THE COMPANY'S PROPOSAL TO No Take No Management APPROVE THE 2014 NONEMPLOYEE Action DIRECTORS' COMPENSATION PLAN. 3 TO VOTE ON THE COMPANY'S PROPOSAL TO No Take No Management APPROVE, ON AN ADVISORY BASIS, THE Action COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 4 TO VOTE ON THE COMPANY'S PROPOSAL TO No Take No Management APPROVE THE CLIFFS NATURAL RESOURCES Action INC. AMENDED AND RESTATED 2012 INCENTIVE EQUITY PLAN. 5 TO RATIFY THE APPOINTMENT OF DELOITTE For Take No Management & TOUCHE LLP AS THE COMPANY'S Action INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 2 TO VOTE ON THE COMPANY'S PROPOSAL TO No For Management APPROVE THE 2014 NONEMPLOYEE DIRECTORS' COMPENSATION PLAN. 3 TO VOTE ON THE COMPANY'S PROPOSAL TO No For Management APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 4 TO VOTE ON THE COMPANY'S PROPOSAL TO No For Management APPROVE THE CLIFFS NATURAL RESOURCES INC. AMENDED AND RESTATED 2012 INCENTIVE EQUITY PLAN. 5 TO RATIFY THE APPOINTMENT OF DELOITTE For For Management & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 2 TO VOTE ON THE COMPANY'S PROPOSAL TO No For Management APPROVE THE 2014 NONEMPLOYEE DIRECTORS' COMPENSATION PLAN. 3 TO VOTE ON THE COMPANY'S PROPOSAL TO No For Management APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 4 TO VOTE ON THE COMPANY'S PROPOSAL TO No For Management APPROVE THE CLIFFS NATURAL RESOURCES INC. AMENDED AND RESTATED 2012 INCENTIVE EQUITY PLAN. 5 TO RATIFY THE APPOINTMENT OF DELOITTE For For Management & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014. 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 2 APPROVAL OF THE 2014 NONEMPLOYEE For Take No Management DIRECTORS' COMPENSATION PLAN. Action 3 APPROVAL, ON AN ADVISORY BASIS, OF OUR For Take No Management NAMED EXECUTIVE OFFICERS' COMPENSATION. Action 4 APPROVAL OF THE CLIFFS NATURAL For Take No Management RESOURCES INC. AMENDED AND RESTATED Action 2012 INCENTIVE EQUITY PLAN. 5 RATIFICATION OF THE APPOINTMENT OF For Take No Management DELOITTE & TOUCHE, LLP AS OUR Action INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO SERVE FOR THE 2014 FISCAL YEAR. 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 2 APPROVAL OF THE 2014 NONEMPLOYEE For Take No Management DIRECTORS' COMPENSATION PLAN. Action 3 APPROVAL, ON AN ADVISORY BASIS, OF OUR For Take No Management NAMED EXECUTIVE OFFICERS' COMPENSATION. Action 4 APPROVAL OF THE CLIFFS NATURAL For Take No Management RESOURCES INC. AMENDED AND RESTATED Action 2012 INCENTIVE EQUITY PLAN. 5 RATIFICATION OF THE APPOINTMENT OF For Take No Management DELOITTE & TOUCHE, LLP AS OUR Action INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO SERVE FOR THE 2014 FISCAL YEAR. 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 2 APPROVAL OF THE 2014 NONEMPLOYEE For Take No Management DIRECTORS' COMPENSATION PLAN. Action 3 APPROVAL, ON AN ADVISORY BASIS, OF OUR For Take No Management NAMED EXECUTIVE OFFICERS' COMPENSATION. Action 4 APPROVAL OF THE CLIFFS NATURAL For Take No Management RESOURCES INC. AMENDED AND RESTATED Action 2012 INCENTIVE EQUITY PLAN. 5 RATIFICATION OF THE APPOINTMENT OF For Take No Management DELOITTE & TOUCHE, LLP AS OUR Action INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO SERVE FOR THE 2014 FISCAL YEAR. -------------------------------------------------------------------------------- CNOOC LIMITED Ticker: CEO Security ID: 126132109 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: APR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor A1. TO RECEIVE AND CONSIDER THE AUDITED For For Management STATEMENT OF ACCOUNTS TOGETHER WITH THE REPORT OF THE DIRECTORS AND INDEPENDENT AUDITORS' REPORT THEREON FOR THE YEAR ENDED 31 DECEMBER 2014. A2. TO DECLARE A FINAL DIVIDEND FOR THE For For Management YEAR ENDED 31 DECEMBER 2014. A3. TO RE-ELECT MR. WU GUANGQI AS AN For No Management EXECUTIVE DIRECTOR OF THE COMPANY. A4. TO RE-ELECT MR. YANG HUA AS A For No Management NON-EXECUTIVE DIRECTOR OF THE COMPANY. A5. TO RE-ELECT MR. TSE HAU YIN, ALOYSIUS For For Management WHO HAS SERVED THE COMPANY FOR MORE THAN NINE YEARS AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY. A6. TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management FIX THE REMUNERATION OF EACH OF THE DIRECTORS. A7. TO RE-APPOINT DELOITTE TOUCHE TOHMATSU For For Management AS THE INDEPENDENT ... (DUE TO SPACE LIMITS, SEE PROXY MATERIAL FOR FULL PROPOSAL) B1. TO GRANT A GENERAL MANDATE TO THE For For Management DIRECTORS TO BUY BACK SHARES ... (DUE TO SPACE LIMITS, SEE PROXY MATERIAL FOR FULL PROPOSAL) B2. TO GRANT A GENERAL MANDATE TO THE For No Management DIRECTORS TO ISSUE, ALLOT AND ... (DUE TO SPACE LIMITS, SEE PROXY MATERIAL FOR FULL PROPOSAL) B3. TO EXTEND THE GENERAL MANDATE GRANTED For No Management TO THE DIRECTORS TO ISSUE, ... (DUE TO SPACE LIMITS, SEE PROXY MATERIAL FOR FULL PROPOSAL) -------------------------------------------------------------------------------- COACH, INC. Ticker: COH Security ID: 189754104 Meeting Date: NOV 06, 2014 Meeting Type: Annual Record Date: SEP 09, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David Denton For Withhold Management 1.2 Elect Director Susan Kropf For Withhold Management 1.3 Elect Director Gary Loveman For Withhold Management 1.4 Elect Director Victor Luis For Withhold Management 1.5 Elect Director Ivan Menezes For Withhold Management 1.6 Elect Director William Nuti For Withhold Management 1.7 Elect Director Stephanie Tilenius For Withhold Management 1.8 Elect Director Jide Zeitlin For Withhold Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For Against Management -------------------------------------------------------------------------------- COGNIZANT TECHNOLOGY SOLUTIONS CORP. Ticker: CTSH Security ID: 192446102 Meeting Date: JUN 02, 2015 Meeting Type: Annual Record Date: APR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF CLASS II DIRECTOR: MICHAEL For For Management PATSALOS-FOX 1B. ELECTION OF CLASS II DIRECTOR: ROBERT For For Management E. WEISSMAN 1C. ELECTION OF CLASS III DIRECTOR: For For Management FRANCISCO D'SOUZA 1D. ELECTION OF CLASS III DIRECTOR: JOHN N. For For Management FOX, JR. 1E. ELECTION OF CLASS III DIRECTOR: LEO S. For For Management MACKAY, JR. 1F. ELECTION OF CLASS III DIRECTOR: THOMAS For For Management M. WENDEL 2 APPROVAL, ON AN ADVISORY (NON-BINDING) For For Management BASIS, OF THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 4 STOCKHOLDER PROPOSAL REQUESTING THAT No For Management THE BOARD OF DIRECTORS TAKE THE STEPS NECESSARY TO PERMIT STOCKHOLDER ACTION BY WRITTEN CONSENT. 1A. ELECTION OF CLASS II DIRECTOR: MICHAEL For For Management PATSALOS-FOX 1B. ELECTION OF CLASS II DIRECTOR: ROBERT For For Management E. WEISSMAN 1C. ELECTION OF CLASS III DIRECTOR: For For Management FRANCISCO D'SOUZA 1D. ELECTION OF CLASS III DIRECTOR: JOHN N. For For Management FOX, JR. 1E. ELECTION OF CLASS III DIRECTOR: LEO S. For For Management MACKAY, JR. 1F. ELECTION OF CLASS III DIRECTOR: THOMAS For For Management M. WENDEL 2 APPROVAL, ON AN ADVISORY (NON-BINDING) For For Management BASIS, OF THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 4 STOCKHOLDER PROPOSAL REQUESTING THAT No For Management THE BOARD OF DIRECTORS TAKE THE STEPS NECESSARY TO PERMIT STOCKHOLDER ACTION BY WRITTEN CONSENT. 1A. ELECTION OF CLASS II DIRECTOR: MICHAEL For For Management PATSALOS-FOX 1B. ELECTION OF CLASS II DIRECTOR: ROBERT For For Management E. WEISSMAN 1C. ELECTION OF CLASS III DIRECTOR: For For Management FRANCISCO D'SOUZA 1D. ELECTION OF CLASS III DIRECTOR: JOHN N. For For Management FOX, JR. 1E. ELECTION OF CLASS III DIRECTOR: LEO S. For For Management MACKAY, JR. 1F. ELECTION OF CLASS III DIRECTOR: THOMAS For For Management M. WENDEL 2 APPROVAL, ON AN ADVISORY (NON-BINDING) For For Management BASIS, OF THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 4 STOCKHOLDER PROPOSAL REQUESTING THAT No For Management THE BOARD OF DIRECTORS TAKE THE STEPS NECESSARY TO PERMIT STOCKHOLDER ACTION BY WRITTEN CONSENT. -------------------------------------------------------------------------------- COLGATE-PALMOLIVE COMPANY Ticker: CL Security ID: 194162103 Meeting Date: MAY 08, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: JOHN P. BILBREY For For Management 1B. ELECTION OF DIRECTOR: JOHN T. CAHILL For For Management 1C. ELECTION OF DIRECTOR: IAN COOK For For Management 1D. ELECTION OF DIRECTOR: HELENE D. GAYLE For For Management 1E. ELECTION OF DIRECTOR: ELLEN M. HANCOCK For For Management 1F. ELECTION OF DIRECTOR: RICHARD J. KOGAN For For Management 1G. ELECTION OF DIRECTOR: DELANO E. LEWIS For For Management 1H. ELECTION OF DIRECTOR: MICHAEL B. POLK For For Management 1I. ELECTION OF DIRECTOR: J. PEDRO REINHARD For For Management 1J. ELECTION OF DIRECTOR: STEPHEN I. SADOVE For For Management 2 RATIFY SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS COLGATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. -------------------------------------------------------------------------------- COMCAST CORPORATION Ticker: CMCSA Security ID: 20030N101 Meeting Date: OCT 08, 2014 Meeting Type: Special Record Date: AUG 18, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1. TO APPROVE THE ISSUANCE OF SHARES OF For For Management COMCAST CLASS A COMMON STOCK TO TIME WARNER CABLE INC. STOCKHOLDERS IN THE MERGER. 2. TO APPROVE THE ADJOURNMENT OF THE For For Management COMCAST SPECIAL MEETING IF NECESSARY TO SOLICIT ADDITIONAL PROXIES. -------------------------------------------------------------------------------- COMCAST CORPORATION Ticker: CMCSA Security ID: 20030N101 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1..1 DIRECTOR-KENNETH J. BACON For For Management 1..2 DIRECTOR-SHELDON M. BONOVITZ For For Management 1..3 DIRECTOR-EDWARD D. BREEN For For Management 1..4 DIRECTOR-JOSEPH J. COLLINS For Withheld Management 1..5 DIRECTOR-J. MICHAEL COOK For For Management 1..6 DIRECTOR-GERALD L. HASSELL For Withheld Management 1..7 DIRECTOR-JEFFREY A. HONICKMAN For For Management 1..8 DIRECTOR-EDUARDO MESTRE For For Management 1..9 DIRECTOR-BRIAN L. ROBERTS For For Management 1..10 DIRECTOR-RALPH J. ROBERTS For For Management 1..11 DIRECTOR-JOHNATHAN A. RODGERS For For Management 1..12 DIRECTOR-DR. JUDITH RODIN For Withheld Management 2. RATIFICATION OF THE APPOINTMENT OF OUR For For Management INDEPENDENT AUDITORS 3. APPROVAL OF OUR 2006 CASH BONUS PLAN For For Management 4. TO PROVIDE AN ANNUAL REPORT ON Against Against Shareholder LOBBYING ACTIVITIES 5. TO PROHIBIT ACCELERATED VESTING UPON A Against For Shareholder CHANGE OF CONTROL 6. TO PROVIDE EACH SHARE AN EQUAL VOTE Against For Shareholder -------------------------------------------------------------------------------- COMERICA INCORPORATED Ticker: CMA Security ID: 200340107 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 ELECTION OF DIRECTOR: RALPH W. BABB, For For Management JR. 1.2 ELECTION OF DIRECTOR: ROGER A. CREGG For For Management 1.3 ELECTION OF DIRECTOR: T. KEVIN DENICOLA For For Management 1.4 ELECTION OF DIRECTOR: JACQUELINE P. For For Management KANE 1.5 ELECTION OF DIRECTOR: RICHARD G. For For Management LINDNER 1.6 ELECTION OF DIRECTOR: ALFRED A. For For Management PIERGALLINI 1.7 ELECTION OF DIRECTOR: ROBERT S. TAUBMAN For For Management 1.8 ELECTION OF DIRECTOR: REGINALD M. For For Management TURNER, JR. 1.9 ELECTION OF DIRECTOR: NINA G. VACA For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS INDEPENDENT AUDITORS 3 APPROVAL OF THE 2015 COMERICA For For Management INCORPORATED INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS 4 APPROVAL OF A NON-BINDING, ADVISORY For For Management PROPOSAL APPROVING EXECUTIVE COMPENSATION 1.1 ELECTION OF DIRECTOR: RALPH W. BABB, For For Management JR. 1.2 ELECTION OF DIRECTOR: ROGER A. CREGG For For Management 1.3 ELECTION OF DIRECTOR: T. KEVIN DENICOLA For For Management 1.4 ELECTION OF DIRECTOR: JACQUELINE P. For For Management KANE 1.5 ELECTION OF DIRECTOR: RICHARD G. For For Management LINDNER 1.6 ELECTION OF DIRECTOR: ALFRED A. For For Management PIERGALLINI 1.7 ELECTION OF DIRECTOR: ROBERT S. TAUBMAN For For Management 1.8 ELECTION OF DIRECTOR: REGINALD M. For For Management TURNER, JR. 1.9 ELECTION OF DIRECTOR: NINA G. VACA For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS INDEPENDENT AUDITORS 3 APPROVAL OF THE 2015 COMERICA For For Management INCORPORATED INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS 4 APPROVAL OF A NON-BINDING, ADVISORY For For Management PROPOSAL APPROVING EXECUTIVE COMPENSATION 1.1 ELECTION OF DIRECTOR: RALPH W. BABB, For For Management JR. 1.2 ELECTION OF DIRECTOR: ROGER A. CREGG For For Management 1.3 ELECTION OF DIRECTOR: T. KEVIN DENICOLA For For Management 1.4 ELECTION OF DIRECTOR: JACQUELINE P. For For Management KANE 1.5 ELECTION OF DIRECTOR: RICHARD G. For For Management LINDNER 1.6 ELECTION OF DIRECTOR: ALFRED A. For For Management PIERGALLINI 1.7 ELECTION OF DIRECTOR: ROBERT S. TAUBMAN For For Management 1.8 ELECTION OF DIRECTOR: REGINALD M. For For Management TURNER, JR. 1.9 ELECTION OF DIRECTOR: NINA G. VACA For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS INDEPENDENT AUDITORS 3 APPROVAL OF THE 2015 COMERICA For For Management INCORPORATED INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS 4 APPROVAL OF A NON-BINDING, ADVISORY For For Management PROPOSAL APPROVING EXECUTIVE COMPENSATION -------------------------------------------------------------------------------- COMMUNITY BANK SYSTEM, INC. Ticker: CBU Security ID: 203607106 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITOR FOR 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITOR FOR 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITOR FOR 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITOR FOR 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITOR FOR 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITOR FOR 2015. -------------------------------------------------------------------------------- COMPAGNIE DE SAINT-GOBAIN SA, COURBEVOIE Ticker: Security ID: F80343100 Meeting Date: JUN 04, 2015 Meeting Type: MIX Record Date: JUN 01, 2015 # Proposal Mgt Rec Vote Cast Sponsor CMMT PLEASE NOTE IN THE FRENCH MARKET THAT M Note Non Management THE ONLY VALID VOTE OPTIONS ARE FOR" Votable AND "AGAINST" A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE. " CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS M Note Non Management THAT DO NOT HOLD SHARES DIRECTLY WITH Votable A FRENCH CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTO CMMT 11 MAY 2015: PLEASE NOTE THAT M Note Non Management IMPORTANT ADDITIONAL MEETING Votable INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: http://www. journal-officiel.gouv. fr//pdf/2015/0401/201504011500867.pdf. THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL LINK: htt O.1 APPROVAL OF THE ANNUAL CORPORATE For For Management FINANCIAL STATEMENTS FOR THE 2014 FINANCIAL YEAR O.2 APPROVAL OF THE CONSOLIDATED FINANCIAL For For Management STATEMENTS FOR THE 2014 FINANCIAL YEAR O.3 ALLOCATION OF INCOME AND SETTING THE For For Management DIVIDEND O.4 OPTION FOR PAYMENT OF 50% OF THE For For Management DIVIDEND IN SHARES O.5 APPROVAL OF THE AGREEMENTS AND For For Management COMMITMENTS PURSUANT TO ARTICLES L. 225-38 ET SEQ. OF THE COMMERCIAL CODE O.6 RENEWAL OF TERM OF MRS. ANNE-MARIE For For Management IDRAC AS DIRECTOR O.7 RENEWAL OF TERM OF MR. JACQUES PESTRE For No Management AS DIRECTOR REPRESENTING EMPLOYEE SHAREHOLDERS O.8 RENEWAL OF TERM OF MRS. OLIVIA QIU AS For For Management DIRECTOR O.9 RENEWAL OF TERM OF MR. DENIS RANQUE AS For For Management DIRECTOR O.10 ADVISORY REVIEW OF THE COMPENSATION For For Management OWED OR PAID TO MR. PIERRE-ANDRE DE CHALENDAR, PRESIDENT AND CEO, FOR THE 2014 FINANCIAL YEAR O.11 AUTHORIZATION TO THE BOARD OF For For Management DIRECTORS TO TRADE IN SHARES OF THE COMPANY E.12 DELEGATION OF AUTHORITY TO THE BOARD For For Management OF DIRECTORS TO CARRY OUT A SHARE CAPITAL INCREASE WHILE MAINTAINING PREFERENTIAL SUBSCRIPTION RIGHTS BY ISSUING SHARES OR COMPANY'S SHARE SUBSCRIPTION WARRANTS FOR A MAXIMUM NOMINAL AMOUNT OF FOUR HUNDRED FIFTY MILLIO E.13 DELEGATION OF AUTHORITY TO THE BOARD For For Management OF DIRECTORS TO ISSUE SECURITIES REPRESENTING DEBTS GIVING ACCESS TO CAPITAL OF THE COMPANY OR ITS SUBSIDIARIES, OR BY ISSUING NEW SHARES, OR NEW SHARES OF THE COMPANY WHICH WOULD ENTITLE TO SECURITIES TO BE ISSUED BY E.14 DELEGATION OF AUTHORITY TO THE BOARD For For Management OF DIRECTORS TO INCREASE THE NUMBER OF ISSUABLE SECURITIES IN CASE OF OVERSUBSCRIPTION DURING THE ISSUANCE OF SHARES WITH PREFERENTIAL SUBSCRIPTION RIGHTS OR SECURITIES REPRESENTING DEBTS GIVING ACCESS TO CAPITAL WITHO E.15 AUTHORIZATION TO INCREASE SHARE For For Management CAPITAL WITH CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHTS UP TO THE LIMIT OF 10% (OUTSIDE POSSIBLE ADJUSTMENTS), IN CONSIDERATION FOR IN-KIND CONTRIBUTIONS COMPRISED OF EQUITY SECURITIES OR SECURITIES GIVING ACCESS TO C E.16 DELEGATION OF AUTHORITY TO THE BOARD For For Management OF DIRECTORS TO INCREASE SHARE CAPITAL BY INCORPORATION OF PREMIUMS, RESERVES, PROFITS OR OTHER AMOUNTS, FOR A MAXIMUM NOMINAL AMOUNT OF ONE HUNDRED TWELVE MILLION FIVE HUNDRED THOUSAND EUROS (OUTSIDE POSSIBLE ADJUSTME E.17 DELEGATION OF AUTHORITY TO THE BOARD For For Management OF DIRECTORS TO ISSUE EQUITY SECURITIES RESERVED FOR MEMBERS OF COMPANY SAVINGS PLANS OF THE GROUP (PEG) FOR A MAXIMUM NOMINAL AMOUNT OF FORTY-FIVE MILLION EUROS (OUTSIDE OF POSSIBLE ADJUSTMENTS), OR APPROXIMATELY 2% O E.18 AUTHORIZATION TO THE BOARD OF For For Management DIRECTORS TO ALLOCATE FREE EXISTING PERFORMANCE SHARES UP TO 0.8% OF SHARE CAPITAL WITH A SUB-LIMIT OF 10 % OF THIS LIMIT FOR EXECUTIVE CORPORATE OFFICERS OF COMPAGNIE DE SAINT-GOBAIN, THIS 0.8% LIMIT AND THE 10% SUB-LIMIT BE E.19 AUTHORIZATION TO THE BOARD OF For For Management DIRECTORS TO REDUCE SHARE CAPITAL BY CANCELLING OF SHARES OF THE COMPANY REPRESENTING UP TO 10% OF THE CAPITAL OF THE COMPANY E.20 AMENDMENTS TO THE BYLAWS REGARDING THE For For Management TERMS AND CONDITIONS TO ATTEND GENERAL MEETINGS IN ORDER TO COMPLY WITH REGULATORY PROVISIONS E.21 POWERS TO IMPLEMENT THE DECISIONS OF For For Management THE GENERAL MEETING AND TO CARRY OUT ALL LEGAL FORMALITIES -------------------------------------------------------------------------------- CONOCOPHILLIPS Ticker: COP Security ID: 20825C104 Meeting Date: MAY 12, 2015 Meeting Type: Annual Record Date: MAR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: RICHARD L. For For Management ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. For For Management AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH For For Management 1D. ELECTION OF DIRECTOR: JAMES E. For For Management COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN For For Management 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS For For Management 1H. ELECTION OF DIRECTOR: RYAN M. LANCE For For Management 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI For For Management 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK For For Management 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK For For Management 2 PROPOSAL TO RATIFY APPOINTMENT OF For No Management ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 REPORT ON LOBBYING EXPENDITURES. No For Management 5 NO ACCELERATED VESTING UPON CHANGE IN No For Management CONTROL. 6 POLICY ON USING RESERVES METRICS TO No No Management DETERMINE INCENTIVE COMPENSATION. 7 PROXY ACCESS. No For Management -------------------------------------------------------------------------------- CONOCOPHILLIPS Ticker: COP Security ID: 20825C104 Meeting Date: MAY 12, 2015 Meeting Type: Annual Record Date: MAR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Richard L. Armitage For For Management 1b Elect Director Richard H. Auchinleck For For Management 1c Elect Director Charles E. Bunch For For Management 1d Elect Director James E. Copeland, Jr. For For Management 1e Elect Director John V. Faraci For For Management 1f Elect Director Jody L. Freeman For For Management 1g Elect Director Gay Huey Evans For For Management 1h Elect Director Ryan M. Lance For Against Management 1i Elect Director Arjun N. Murti For For Management 1j Elect Director Robert A. Niblock For For Management 1k Elect Director Harald J. Norvik For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Report on Lobbying Payments and Policy Against For Shareholder 5 Pro-rata Vesting of Equity Plan Against For Shareholder 6 Remove or Adjust Reserve Metrics used Against Against Shareholder for Executive Compensation 7 Adopt Proxy Access Right Against For Shareholder -------------------------------------------------------------------------------- CONVERGYS CORPORATION Ticker: CVG Security ID: 212485106 Meeting Date: APR 22, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF THE For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF THE For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF THE For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF THE For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF THE For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF THE For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------- COOPER TIRE & RUBBER COMPANY Ticker: CTB Security ID: 216831107 Meeting Date: MAY 08, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE SELECTION OF THE For No Management COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 TO APPROVE, ON A NON-BINDING ADVISORY For For Management BASIS, THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE SELECTION OF THE For No Management COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 TO APPROVE, ON A NON-BINDING ADVISORY For For Management BASIS, THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE SELECTION OF THE For No Management COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 TO APPROVE, ON A NON-BINDING ADVISORY For For Management BASIS, THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE SELECTION OF THE For No Management COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 TO APPROVE, ON A NON-BINDING ADVISORY For For Management BASIS, THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE SELECTION OF THE For No Management COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 TO APPROVE, ON A NON-BINDING ADVISORY For For Management BASIS, THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE SELECTION OF THE For No Management COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 TO APPROVE, ON A NON-BINDING ADVISORY For For Management BASIS, THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION. -------------------------------------------------------------------------------- CUMMINS INC. Ticker: CMI Security ID: 231021106 Meeting Date: MAY 12, 2015 Meeting Type: Annual Record Date: MAR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1) ELECTION OF DIRECTOR: N. THOMAS For For Management LINEBARGER 2) ELECTION OF DIRECTOR: ROBERT J. For For Management BERNHARD 3) ELECTION OF DIRECTOR: DR. FRANKLIN R. For For Management CHANG DIAZ 4) ELECTION OF DIRECTOR: BRUNO V. DI LEO For For Management ALLEN 5) ELECTION OF DIRECTOR: STEPHEN B. DOBBS For For Management 6) ELECTION OF DIRECTOR: ROBERT K. HERDMAN For For Management 7) ELECTION OF DIRECTOR: ALEXIS M. HERMAN For For Management 8) ELECTION OF DIRECTOR: THOMAS J. LYNCH For For Management 9) ELECTION OF DIRECTOR: WILLIAM I. MILLER For For Management 10) ELECTION OF DIRECTOR: GEORGIA R. NELSON For For Management 11) ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT. 12) PROPOSAL TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS AUDITORS FOR 2015. 13) SHAREHOLDER PROPOSAL REGARDING No For Management INDEPENDENT BOARD CHAIR. 1) ELECTION OF DIRECTOR: N. THOMAS For For Management LINEBARGER 2) ELECTION OF DIRECTOR: ROBERT J. For For Management BERNHARD 3) ELECTION OF DIRECTOR: DR. FRANKLIN R. For For Management CHANG DIAZ 4) ELECTION OF DIRECTOR: BRUNO V. DI LEO For For Management ALLEN 5) ELECTION OF DIRECTOR: STEPHEN B. DOBBS For For Management 6) ELECTION OF DIRECTOR: ROBERT K. HERDMAN For For Management 7) ELECTION OF DIRECTOR: ALEXIS M. HERMAN For For Management 8) ELECTION OF DIRECTOR: THOMAS J. LYNCH For For Management 9) ELECTION OF DIRECTOR: WILLIAM I. MILLER For For Management 10) ELECTION OF DIRECTOR: GEORGIA R. NELSON For For Management 11) ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT. 12) PROPOSAL TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS AUDITORS FOR 2015. 13) SHAREHOLDER PROPOSAL REGARDING No For Management INDEPENDENT BOARD CHAIR. 1) ELECTION OF DIRECTOR: N. THOMAS For For Management LINEBARGER 2) ELECTION OF DIRECTOR: ROBERT J. For For Management BERNHARD 3) ELECTION OF DIRECTOR: DR. FRANKLIN R. For For Management CHANG DIAZ 4) ELECTION OF DIRECTOR: BRUNO V. DI LEO For For Management ALLEN 5) ELECTION OF DIRECTOR: STEPHEN B. DOBBS For For Management 6) ELECTION OF DIRECTOR: ROBERT K. HERDMAN For For Management 7) ELECTION OF DIRECTOR: ALEXIS M. HERMAN For For Management 8) ELECTION OF DIRECTOR: THOMAS J. LYNCH For For Management 9) ELECTION OF DIRECTOR: WILLIAM I. MILLER For For Management 10) ELECTION OF DIRECTOR: GEORGIA R. NELSON For For Management 11) ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT. 12) PROPOSAL TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS AUDITORS FOR 2015. 13) SHAREHOLDER PROPOSAL REGARDING No For Management INDEPENDENT BOARD CHAIR. 1) ELECTION OF DIRECTOR: N. THOMAS For For Management LINEBARGER 2) ELECTION OF DIRECTOR: ROBERT J. For For Management BERNHARD 3) ELECTION OF DIRECTOR: DR. FRANKLIN R. For For Management CHANG DIAZ 4) ELECTION OF DIRECTOR: BRUNO V. DI LEO For For Management ALLEN 5) ELECTION OF DIRECTOR: STEPHEN B. DOBBS For For Management 6) ELECTION OF DIRECTOR: ROBERT K. HERDMAN For For Management 7) ELECTION OF DIRECTOR: ALEXIS M. HERMAN For For Management 8) ELECTION OF DIRECTOR: THOMAS J. LYNCH For For Management 9) ELECTION OF DIRECTOR: WILLIAM I. MILLER For For Management 10) ELECTION OF DIRECTOR: GEORGIA R. NELSON For For Management 11) ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT. 12) PROPOSAL TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS AUDITORS FOR 2015. 13) SHAREHOLDER PROPOSAL REGARDING No For Management INDEPENDENT BOARD CHAIR. 1) ELECTION OF DIRECTOR: N. THOMAS For For Management LINEBARGER 2) ELECTION OF DIRECTOR: ROBERT J. For For Management BERNHARD 3) ELECTION OF DIRECTOR: DR. FRANKLIN R. For For Management CHANG DIAZ 4) ELECTION OF DIRECTOR: BRUNO V. DI LEO For For Management ALLEN 5) ELECTION OF DIRECTOR: STEPHEN B. DOBBS For For Management 6) ELECTION OF DIRECTOR: ROBERT K. HERDMAN For For Management 7) ELECTION OF DIRECTOR: ALEXIS M. HERMAN For For Management 8) ELECTION OF DIRECTOR: THOMAS J. LYNCH For For Management 9) ELECTION OF DIRECTOR: WILLIAM I. MILLER For For Management 10) ELECTION OF DIRECTOR: GEORGIA R. NELSON For For Management 11) ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT. 12) PROPOSAL TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS AUDITORS FOR 2015. 13) SHAREHOLDER PROPOSAL REGARDING No For Management INDEPENDENT BOARD CHAIR. 1) ELECTION OF DIRECTOR: N. THOMAS For For Management LINEBARGER 2) ELECTION OF DIRECTOR: ROBERT J. For For Management BERNHARD 3) ELECTION OF DIRECTOR: DR. FRANKLIN R. For For Management CHANG DIAZ 4) ELECTION OF DIRECTOR: BRUNO V. DI LEO For For Management ALLEN 5) ELECTION OF DIRECTOR: STEPHEN B. DOBBS For For Management 6) ELECTION OF DIRECTOR: ROBERT K. HERDMAN For For Management 7) ELECTION OF DIRECTOR: ALEXIS M. HERMAN For For Management 8) ELECTION OF DIRECTOR: THOMAS J. LYNCH For For Management 9) ELECTION OF DIRECTOR: WILLIAM I. MILLER For For Management 10) ELECTION OF DIRECTOR: GEORGIA R. NELSON For For Management 11) ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT. 12) PROPOSAL TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS AUDITORS FOR 2015. 13) SHAREHOLDER PROPOSAL REGARDING No For Management INDEPENDENT BOARD CHAIR. 1) ELECTION OF DIRECTOR: N. THOMAS For For Management LINEBARGER 2) ELECTION OF DIRECTOR: ROBERT J. For For Management BERNHARD 3) ELECTION OF DIRECTOR: DR. FRANKLIN R. For For Management CHANG DIAZ 4) ELECTION OF DIRECTOR: BRUNO V. DI LEO For For Management ALLEN 5) ELECTION OF DIRECTOR: STEPHEN B. DOBBS For For Management 6) ELECTION OF DIRECTOR: ROBERT K. HERDMAN For For Management 7) ELECTION OF DIRECTOR: ALEXIS M. HERMAN For For Management 8) ELECTION OF DIRECTOR: THOMAS J. LYNCH For For Management 9) ELECTION OF DIRECTOR: WILLIAM I. MILLER For For Management 10) ELECTION OF DIRECTOR: GEORGIA R. NELSON For For Management 11) ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT. 12) PROPOSAL TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS AUDITORS FOR 2015. 13) SHAREHOLDER PROPOSAL REGARDING No For Management INDEPENDENT BOARD CHAIR. -------------------------------------------------------------------------------- CVS HEALTH CORPORATION Ticker: CVS Security ID: 126650100 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2 PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4 PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5 STOCKHOLDER PROPOSAL REGARDING No For Management CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. -------------------------------------------------------------------------------- CVS HEALTH CORPORATION Ticker: CVS Security ID: 126650100 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: RICHARD M. For For Management BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II For For Management 1C. ELECTION OF DIRECTOR: ALECIA A. For For Management DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. For For Management DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN For For Management 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE For For Management 1G. ELECTION OF DIRECTOR: LARRY J. MERLO For For Management 1H. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management 1K. ELECTION OF DIRECTOR: TONY L. WHITE For For Management 2. PROPOSAL TO RATIFY INDEPENDENT PUBLIC For For Management ACCOUNTING FIRM FOR 2015. 3. SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 4. PROPOSAL TO APPROVE PERFORMANCE For For Management CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5. STOCKHOLDER PROPOSAL REGARDING Against Against Shareholder CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. -------------------------------------------------------------------------------- DANAHER CORPORATION Ticker: DHR Security ID: 235851102 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. 1A. ELECTION OF DIRECTOR: DONALD J. EHRLICH For No Management 1B. ELECTION OF DIRECTOR: LINDA HEFNER For For Management FILLER 1C. ELECTION OF DIRECTOR: THOMAS P. JOYCE, For For Management JR. 1D. ELECTION OF DIRECTOR: TERI LIST-STOLL For For Management 1E. ELECTION OF DIRECTOR: WALTER G. LOHR, For For Management JR. 1F. ELECTION OF DIRECTOR: MITCHELL P. RALES For For Management 1G. ELECTION OF DIRECTOR: STEVEN M. RALES For For Management 1H. ELECTION OF DIRECTOR: JOHN T. For For Management SCHWIETERS 1I. ELECTION OF DIRECTOR: ALAN G. SPOON For No Management 1J. ELECTION OF DIRECTOR: ELIAS A. For For Management ZERHOUNI, M.D. 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS DANAHER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION. 4 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management REQUESTING THAT DANAHER ISSUE A REPORT DISCLOSING ITS POLITICAL EXPENDITURE POLICIES AND DIRECT AND INDIRECT POLITICAL EXPENDITURES. -------------------------------------------------------------------------------- DEERE & COMPANY Ticker: DE Security ID: 244199105 Meeting Date: FEB 25, 2015 Meeting Type: Annual Record Date: DEC 31, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For Take No Management Action 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For Take No Management Action 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For Take No Management Action 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For Take No Management STOCKHOLDERS TO CALL SPECIAL MEETINGS Action 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For Take No Management Action 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For Take No Management EQUITY AND INCENTIVE PLAN Action 5 RE-APPROVAL OF THE JOHN DEERE For Take No Management SHORT-TERM INCENTIVE BONUS PLAN Action 6 RATIFICATION OF THE APPOINTMENT OF For Take No Management DELOITTE & TOUCHE LLP AS DEERE'S Action INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For Take No Management Action 1B. ELECTION OF DIRECTOR: CRANDALL C. For Take No Management BOWLES Action 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For Take No Management Action 1D. ELECTION OF DIRECTOR: CHARLES O. For Take No Management HOLLIDAY, JR. Action 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For Take No Management Action 1F. ELECTION OF DIRECTOR: MICHAEL O. For Take No Management JOHANNS Action 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For Take No Management Action 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For Take No Management Action 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For Take No Management Action 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For Take No Management Action 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For Take No Management Action 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For Take No Management Action 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For Take No Management STOCKHOLDERS TO CALL SPECIAL MEETINGS Action 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For Take No Management Action 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For Take No Management EQUITY AND INCENTIVE PLAN Action 5 RE-APPROVAL OF THE JOHN DEERE For Take No Management SHORT-TERM INCENTIVE BONUS PLAN Action 6 RATIFICATION OF THE APPOINTMENT OF For Take No Management DELOITTE & TOUCHE LLP AS DEERE'S Action INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For Take No Management Action 1B. ELECTION OF DIRECTOR: CRANDALL C. For Take No Management BOWLES Action 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For Take No Management Action 1D. ELECTION OF DIRECTOR: CHARLES O. For Take No Management HOLLIDAY, JR. Action 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For Take No Management Action 1F. ELECTION OF DIRECTOR: MICHAEL O. For Take No Management JOHANNS Action 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For Take No Management Action 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For Take No Management Action 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For Take No Management Action 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE For For Management 1K. ELECTION OF DIRECTOR: THOMAS H. PATRICK For For Management 1L. ELECTION OF DIRECTOR: SHERRY M. SMITH For For Management 2 APPROVAL OF BYLAW AMENDMENT TO PERMIT For For Management STOCKHOLDERS TO CALL SPECIAL MEETINGS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 4 AMENDMENT TO THE JOHN DEERE OMNIBUS For For Management EQUITY AND INCENTIVE PLAN 5 RE-APPROVAL OF THE JOHN DEERE For For Management SHORT-TERM INCENTIVE BONUS PLAN 6 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN For For Management 1D. ELECTION OF DIRECTOR: CHARLES O. For For Management HOLLIDAY, JR. 1E. ELECTION OF DIRECTOR: DIPAK C. JAIN For For Management 1F. ELECTION OF DIRECTOR: MICHAEL O. For For Management JOHANNS 1G. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1H. ELECTION OF DIRECTOR: JOACHIM MILBERG For For Management 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management -------------------------------------------------------------------------------- DELEK US HOLDINGS, INC. Ticker: DK Security ID: 246647101 Meeting Date: MAY 05, 2015 Meeting Type: Annual Record Date: MAR 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE PERFORMANCE GOALS UNDER OUR 2006 LONG-TERM INCENTIVE PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE PERFORMANCE GOALS UNDER OUR 2006 LONG-TERM INCENTIVE PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE PERFORMANCE GOALS UNDER OUR 2006 LONG-TERM INCENTIVE PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE PERFORMANCE GOALS UNDER OUR 2006 LONG-TERM INCENTIVE PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE PERFORMANCE GOALS UNDER OUR 2006 LONG-TERM INCENTIVE PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE PERFORMANCE GOALS UNDER OUR 2006 LONG-TERM INCENTIVE PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. -------------------------------------------------------------------------------- DELUXE CORPORATION Ticker: DLX Security ID: 248019101 Meeting Date: APR 29, 2015 Meeting Type: Annual Record Date: MAR 03, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO CAST AN ADVISORY (NON-BINDING) VOTE For For Management ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (A SAY-ON-PAY VOTE). 3 TO CONSIDER AND ACT UPON A PROPOSAL TO For No Management RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO CAST AN ADVISORY (NON-BINDING) VOTE For For Management ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (A SAY-ON-PAY VOTE). 3 TO CONSIDER AND ACT UPON A PROPOSAL TO For No Management RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO CAST AN ADVISORY (NON-BINDING) VOTE For For Management ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (A SAY-ON-PAY VOTE). 3 TO CONSIDER AND ACT UPON A PROPOSAL TO For No Management RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO CAST AN ADVISORY (NON-BINDING) VOTE For For Management ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (A SAY-ON-PAY VOTE). 3 TO CONSIDER AND ACT UPON A PROPOSAL TO For No Management RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO CAST AN ADVISORY (NON-BINDING) VOTE For For Management ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (A SAY-ON-PAY VOTE). 3 TO CONSIDER AND ACT UPON A PROPOSAL TO For No Management RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO CAST AN ADVISORY (NON-BINDING) VOTE For For Management ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (A SAY-ON-PAY VOTE). 3 TO CONSIDER AND ACT UPON A PROPOSAL TO For No Management RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. -------------------------------------------------------------------------------- DENBURY RESOURCES INC. Ticker: DNR Security ID: 247916208 Meeting Date: MAY 19, 2015 Meeting Type: Annual Record Date: MAR 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Wieland F. Wettstein For For Management 1.2 Elect Director Michael B. Decker For For Management 1.3 Elect Director John P. Dielwart For For Management 1.4 Elect Director Gregory L. McMichael For For Management 1.5 Elect Director Kevin O. Meyers For For Management 1.6 Elect Director Phil Rykhoek For For Management 1.7 Elect Director Randy Stein For For Management 1.8 Elect Director Laura A. Sugg For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- DEVON ENERGY CORPORATION Ticker: DVN Security ID: 25179M103 Meeting Date: JUN 03, 2015 Meeting Type: Annual Record Date: APR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION. 3 RATIFY THE APPOINTMENT OF THE For No Management COMPANY'S INDEPENDENT AUDITORS FOR 2015. 4 ADOPTION OF THE DEVON ENERGY For For Management CORPORATION 2015 LONG-TERM INCENTIVE PLAN. 5 ADOPTION OF PROXY ACCESS BYLAW. No For Management 6 REPORT ON LOBBYING ACTIVITIES RELATED No No Management TO ENERGY POLICY AND CLIMATE CHANGE. 7 REPORT DISCLOSING LOBBYING POLICY AND No For Management ACTIVITY. 8 REPORT ON PLANS TO ADDRESS CLIMATE No For Management CHANGE. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION. 3 RATIFY THE APPOINTMENT OF THE For No Management COMPANY'S INDEPENDENT AUDITORS FOR 2015. 4 ADOPTION OF THE DEVON ENERGY For For Management CORPORATION 2015 LONG-TERM INCENTIVE PLAN. 5 ADOPTION OF PROXY ACCESS BYLAW. No For Management 6 REPORT ON LOBBYING ACTIVITIES RELATED No No Management TO ENERGY POLICY AND CLIMATE CHANGE. 7 REPORT DISCLOSING LOBBYING POLICY AND No For Management ACTIVITY. 8 REPORT ON PLANS TO ADDRESS CLIMATE No For Management CHANGE. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION. 3 RATIFY THE APPOINTMENT OF THE For No Management COMPANY'S INDEPENDENT AUDITORS FOR 2015. 4 ADOPTION OF THE DEVON ENERGY For For Management CORPORATION 2015 LONG-TERM INCENTIVE PLAN. 5 ADOPTION OF PROXY ACCESS BYLAW. No For Management 6 REPORT ON LOBBYING ACTIVITIES RELATED No No Management TO ENERGY POLICY AND CLIMATE CHANGE. 7 REPORT DISCLOSING LOBBYING POLICY AND No For Management ACTIVITY. 8 REPORT ON PLANS TO ADDRESS CLIMATE No For Management CHANGE. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION. 3 RATIFY THE APPOINTMENT OF THE For No Management COMPANY'S INDEPENDENT AUDITORS FOR 2015. 4 ADOPTION OF THE DEVON ENERGY For For Management CORPORATION 2015 LONG-TERM INCENTIVE PLAN. 5 ADOPTION OF PROXY ACCESS BYLAW. No For Management 6 REPORT ON LOBBYING ACTIVITIES RELATED No No Management TO ENERGY POLICY AND CLIMATE CHANGE. 7 REPORT DISCLOSING LOBBYING POLICY AND No For Management ACTIVITY. 8 REPORT ON PLANS TO ADDRESS CLIMATE No For Management CHANGE. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION. 3 RATIFY THE APPOINTMENT OF THE For No Management COMPANY'S INDEPENDENT AUDITORS FOR 2015. 4 ADOPTION OF THE DEVON ENERGY For For Management CORPORATION 2015 LONG-TERM INCENTIVE PLAN. 5 ADOPTION OF PROXY ACCESS BYLAW. No For Management 6 REPORT ON LOBBYING ACTIVITIES RELATED No No Management TO ENERGY POLICY AND CLIMATE CHANGE. 7 REPORT DISCLOSING LOBBYING POLICY AND No For Management ACTIVITY. 8 REPORT ON PLANS TO ADDRESS CLIMATE No For Management CHANGE. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION. 3 RATIFY THE APPOINTMENT OF THE For No Management COMPANY'S INDEPENDENT AUDITORS FOR 2015. 4 ADOPTION OF THE DEVON ENERGY For For Management CORPORATION 2015 LONG-TERM INCENTIVE PLAN. 5 ADOPTION OF PROXY ACCESS BYLAW. No For Management 6 REPORT ON LOBBYING ACTIVITIES RELATED No No Management TO ENERGY POLICY AND CLIMATE CHANGE. 7 REPORT DISCLOSING LOBBYING POLICY AND No For Management ACTIVITY. 8 REPORT ON PLANS TO ADDRESS CLIMATE No For Management CHANGE. -------------------------------------------------------------------------------- DEVRY EDUCATION GROUP INC. Ticker: DV Security ID: 251893103 Meeting Date: NOV 06, 2014 Meeting Type: Annual Record Date: SEP 11, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 AN ADVISORY VOTE ON THE APPROVAL OF For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 AN ADVISORY VOTE ON THE APPROVAL OF For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 AN ADVISORY VOTE ON THE APPROVAL OF For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------- DIAMONDROCK HOSPITALITY CO Ticker: DRH Security ID: 252784301 Meeting Date: MAY 05, 2015 Meeting Type: Annual Record Date: MAR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 ELECTION OF DIRECTOR: WILLIAM W. For For Management MCCARTEN 1.2 ELECTION OF DIRECTOR: DANIEL J. For For Management ALTOBELLO 1.3 ELECTION OF DIRECTOR: W. ROBERT GRAFTON For For Management 1.4 ELECTION OF DIRECTOR: MAUREEN L. MCAVEY For For Management 1.5 ELECTION OF DIRECTOR: GILBERT T. RAY For For Management 1.6 ELECTION OF DIRECTOR: BRUCE D. For For Management WARDINSKI 1.7 ELECTION OF DIRECTOR: MARK W. BRUGGER For For Management 2 TO APPROVE, ON A NON-BINDING, ADVISORY For For Management BASIS, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For No Management AS THE INDEPENDENT AUDITORS FOR DIAMONDROCK HOSPITALITY COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 4 TO CONSIDER AND ACT UPON A NON-BINDING No For Management STOCKHOLDER PROPOSAL CONCERNING THE ADOPTION OF AN AMENDMENT TO OUR BY-LAWS IF PROPERLY PRESENTED AT THE MEETING. 1.1 ELECTION OF DIRECTOR: WILLIAM W. For For Management MCCARTEN 1.2 ELECTION OF DIRECTOR: DANIEL J. For For Management ALTOBELLO 1.3 ELECTION OF DIRECTOR: W. ROBERT GRAFTON For For Management 1.4 ELECTION OF DIRECTOR: MAUREEN L. MCAVEY For For Management 1.5 ELECTION OF DIRECTOR: GILBERT T. RAY For For Management 1.6 ELECTION OF DIRECTOR: BRUCE D. For For Management WARDINSKI 1.7 ELECTION OF DIRECTOR: MARK W. BRUGGER For For Management 2 TO APPROVE, ON A NON-BINDING, ADVISORY For For Management BASIS, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For No Management AS THE INDEPENDENT AUDITORS FOR DIAMONDROCK HOSPITALITY COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 4 TO CONSIDER AND ACT UPON A NON-BINDING No For Management STOCKHOLDER PROPOSAL CONCERNING THE ADOPTION OF AN AMENDMENT TO OUR BY-LAWS IF PROPERLY PRESENTED AT THE MEETING. 1.1 ELECTION OF DIRECTOR: WILLIAM W. For For Management MCCARTEN 1.2 ELECTION OF DIRECTOR: DANIEL J. For For Management ALTOBELLO 1.3 ELECTION OF DIRECTOR: W. ROBERT GRAFTON For For Management 1.4 ELECTION OF DIRECTOR: MAUREEN L. MCAVEY For For Management 1.5 ELECTION OF DIRECTOR: GILBERT T. RAY For For Management 1.6 ELECTION OF DIRECTOR: BRUCE D. For For Management WARDINSKI 1.7 ELECTION OF DIRECTOR: MARK W. BRUGGER For For Management 2 TO APPROVE, ON A NON-BINDING, ADVISORY For For Management BASIS, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For No Management AS THE INDEPENDENT AUDITORS FOR DIAMONDROCK HOSPITALITY COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 4 TO CONSIDER AND ACT UPON A NON-BINDING No For Management STOCKHOLDER PROPOSAL CONCERNING THE ADOPTION OF AN AMENDMENT TO OUR BY-LAWS IF PROPERLY PRESENTED AT THE MEETING. 1.1 ELECTION OF DIRECTOR: WILLIAM W. For For Management MCCARTEN 1.2 ELECTION OF DIRECTOR: DANIEL J. For For Management ALTOBELLO 1.3 ELECTION OF DIRECTOR: W. ROBERT GRAFTON For For Management 1.4 ELECTION OF DIRECTOR: MAUREEN L. MCAVEY For For Management 1.5 ELECTION OF DIRECTOR: GILBERT T. RAY For For Management 1.6 ELECTION OF DIRECTOR: BRUCE D. For For Management WARDINSKI 1.7 ELECTION OF DIRECTOR: MARK W. BRUGGER For For Management 2 TO APPROVE, ON A NON-BINDING, ADVISORY For For Management BASIS, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For No Management AS THE INDEPENDENT AUDITORS FOR DIAMONDROCK HOSPITALITY COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 4 TO CONSIDER AND ACT UPON A NON-BINDING No For Management STOCKHOLDER PROPOSAL CONCERNING THE ADOPTION OF AN AMENDMENT TO OUR BY-LAWS IF PROPERLY PRESENTED AT THE MEETING. 1.1 ELECTION OF DIRECTOR: WILLIAM W. For For Management MCCARTEN 1.2 ELECTION OF DIRECTOR: DANIEL J. For For Management ALTOBELLO 1.3 ELECTION OF DIRECTOR: W. ROBERT GRAFTON For For Management 1.4 ELECTION OF DIRECTOR: MAUREEN L. MCAVEY For For Management 1.5 ELECTION OF DIRECTOR: GILBERT T. RAY For For Management 1.6 ELECTION OF DIRECTOR: BRUCE D. For For Management WARDINSKI 1.7 ELECTION OF DIRECTOR: MARK W. BRUGGER For For Management 2 TO APPROVE, ON A NON-BINDING, ADVISORY For For Management BASIS, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For No Management AS THE INDEPENDENT AUDITORS FOR DIAMONDROCK HOSPITALITY COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 4 TO CONSIDER AND ACT UPON A NON-BINDING No For Management STOCKHOLDER PROPOSAL CONCERNING THE ADOPTION OF AN AMENDMENT TO OUR BY-LAWS IF PROPERLY PRESENTED AT THE MEETING. 1.1 ELECTION OF DIRECTOR: WILLIAM W. For For Management MCCARTEN 1.2 ELECTION OF DIRECTOR: DANIEL J. For For Management ALTOBELLO 1.3 ELECTION OF DIRECTOR: W. ROBERT GRAFTON For For Management 1.4 ELECTION OF DIRECTOR: MAUREEN L. MCAVEY For For Management 1.5 ELECTION OF DIRECTOR: GILBERT T. RAY For For Management 1.6 ELECTION OF DIRECTOR: BRUCE D. For For Management WARDINSKI 1.7 ELECTION OF DIRECTOR: MARK W. BRUGGER For For Management 2 TO APPROVE, ON A NON-BINDING, ADVISORY For For Management BASIS, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE PROXY STATEMENT. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP For No Management AS THE INDEPENDENT AUDITORS FOR DIAMONDROCK HOSPITALITY COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 4 TO CONSIDER AND ACT UPON A NON-BINDING No For Management STOCKHOLDER PROPOSAL CONCERNING THE ADOPTION OF AN AMENDMENT TO OUR BY-LAWS IF PROPERLY PRESENTED AT THE MEETING. -------------------------------------------------------------------------------- DIME COMMUNITY BANCSHARES, INC. Ticker: DCOM Security ID: 253922108 Meeting Date: MAY 27, 2015 Meeting Type: Annual Record Date: MAR 30, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For For Management CROWE HORWATH LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 APPROVAL, BY A NON-BINDING ADVISORY For For Management VOTE, OF THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For For Management CROWE HORWATH LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 APPROVAL, BY A NON-BINDING ADVISORY For For Management VOTE, OF THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For For Management CROWE HORWATH LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 APPROVAL, BY A NON-BINDING ADVISORY For For Management VOTE, OF THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For For Management CROWE HORWATH LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 APPROVAL, BY A NON-BINDING ADVISORY For For Management VOTE, OF THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For For Management CROWE HORWATH LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 APPROVAL, BY A NON-BINDING ADVISORY For For Management VOTE, OF THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------- DIRECTV Ticker: DTV Security ID: 25490A309 Meeting Date: SEP 25, 2014 Meeting Type: Special Record Date: JUL 29, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 ADOPT THE AGREEMENT AND PLAN OF For For Management MERGER, DATED AS OF MAY 18, 2014, AS IT MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG DIRECTV, A DELAWARE CORPORATION, AT&T INC., A DELAWARE CORPORATION, AND STEAM MERGER SUB LLC, A DELAWARE LIMITED LIABILITY COMPANY AND A 2 APPROVE, BY NON-BINDING, ADVISORY For For Management VOTE, CERTAIN COMPENSATION ARRANGEMENTS FOR DIRECTV'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT. 3 APPROVE ADJOURNMENTS OF THE SPECIAL For For Management MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT. 1 ADOPT THE AGREEMENT AND PLAN OF For For Management MERGER, DATED AS OF MAY 18, 2014, AS IT MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG DIRECTV, A DELAWARE CORPORATION, AT&T INC., A DELAWARE CORPORATION, AND STEAM MERGER SUB LLC, A DELAWARE LIMITED LIABILITY COMPANY AND A 2 APPROVE, BY NON-BINDING, ADVISORY For For Management VOTE, CERTAIN COMPENSATION ARRANGEMENTS FOR DIRECTV'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT. 3 APPROVE ADJOURNMENTS OF THE SPECIAL For For Management MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT. 1 ADOPT THE AGREEMENT AND PLAN OF For For Management MERGER, DATED AS OF MAY 18, 2014, AS IT MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG DIRECTV, A DELAWARE CORPORATION, AT&T INC., A DELAWARE CORPORATION, AND STEAM MERGER SUB LLC, A DELAWARE LIMITED LIABILITY COMPANY AND A 2 APPROVE, BY NON-BINDING, ADVISORY For For Management VOTE, CERTAIN COMPENSATION ARRANGEMENTS FOR DIRECTV'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT. 3 APPROVE ADJOURNMENTS OF THE SPECIAL For For Management MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT. 1 ADOPT THE AGREEMENT AND PLAN OF For For Management MERGER, DATED AS OF MAY 18, 2014, AS IT MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG DIRECTV, A DELAWARE CORPORATION, AT&T INC., A DELAWARE CORPORATION, AND STEAM MERGER SUB LLC, A DELAWARE LIMITED LIABILITY COMPANY AND A 2 APPROVE, BY NON-BINDING, ADVISORY For For Management VOTE, CERTAIN COMPENSATION ARRANGEMENTS FOR DIRECTV'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT. 3 APPROVE ADJOURNMENTS OF THE SPECIAL For For Management MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT. -------------------------------------------------------------------------------- DISCOVER FINANCIAL SERVICES Ticker: DFS Security ID: 254709108 Meeting Date: APR 29, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: JEFFREY S. ARONIN For For Management 1B. ELECTION OF DIRECTOR: MARY K. BUSH For For Management 1C. ELECTION OF DIRECTOR: GREGORY C. CASE For For Management 1D. ELECTION OF DIRECTOR: CANDACE H. DUNCAN For For Management 1E. ELECTION OF DIRECTOR: CYNTHIA A. For For Management GLASSMAN 1F. ELECTION OF DIRECTOR: RICHARD H. LENNY For For Management 1G. ELECTION OF DIRECTOR: THOMAS G. MAHERAS For For Management 1H. ELECTION OF DIRECTOR: MICHAEL H. MOSKOW For For Management 1I. ELECTION OF DIRECTOR: DAVID W. NELMS For For Management 1J. ELECTION OF DIRECTOR: MARK A. THIERER For For Management 1K. ELECTION OF DIRECTOR: LAWRENCE A. For For Management WEINBACH 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 3 TO RATIFY THE APPOINTMENT OF DELOITTE For No Management & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 1A. ELECTION OF DIRECTOR: JEFFREY S. ARONIN For For Management 1B. ELECTION OF DIRECTOR: MARY K. BUSH For For Management 1C. ELECTION OF DIRECTOR: GREGORY C. CASE For For Management 1D. ELECTION OF DIRECTOR: CANDACE H. DUNCAN For For Management 1E. ELECTION OF DIRECTOR: CYNTHIA A. For For Management GLASSMAN 1F. ELECTION OF DIRECTOR: RICHARD H. LENNY For For Management 1G. ELECTION OF DIRECTOR: THOMAS G. MAHERAS For For Management 1H. ELECTION OF DIRECTOR: MICHAEL H. MOSKOW For For Management 1I. ELECTION OF DIRECTOR: DAVID W. NELMS For For Management 1J. ELECTION OF DIRECTOR: MARK A. THIERER For For Management 1K. ELECTION OF DIRECTOR: LAWRENCE A. For For Management WEINBACH 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 3 TO RATIFY THE APPOINTMENT OF DELOITTE For No Management & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 1A. ELECTION OF DIRECTOR: JEFFREY S. ARONIN For For Management 1B. ELECTION OF DIRECTOR: MARY K. BUSH For For Management 1C. ELECTION OF DIRECTOR: GREGORY C. CASE For For Management 1D. ELECTION OF DIRECTOR: CANDACE H. DUNCAN For For Management 1E. ELECTION OF DIRECTOR: CYNTHIA A. For For Management GLASSMAN 1F. ELECTION OF DIRECTOR: RICHARD H. LENNY For For Management 1G. ELECTION OF DIRECTOR: THOMAS G. MAHERAS For For Management 1H. ELECTION OF DIRECTOR: MICHAEL H. MOSKOW For For Management 1I. ELECTION OF DIRECTOR: DAVID W. NELMS For For Management 1J. ELECTION OF DIRECTOR: MARK A. THIERER For For Management 1K. ELECTION OF DIRECTOR: LAWRENCE A. For For Management WEINBACH 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 3 TO RATIFY THE APPOINTMENT OF DELOITTE For No Management & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 1A. ELECTION OF DIRECTOR: JEFFREY S. ARONIN For For Management 1B. ELECTION OF DIRECTOR: MARY K. BUSH For For Management 1C. ELECTION OF DIRECTOR: GREGORY C. CASE For For Management 1D. ELECTION OF DIRECTOR: CANDACE H. DUNCAN For For Management 1E. ELECTION OF DIRECTOR: CYNTHIA A. For For Management GLASSMAN 1F. ELECTION OF DIRECTOR: RICHARD H. LENNY For For Management 1G. ELECTION OF DIRECTOR: THOMAS G. MAHERAS For For Management 1H. ELECTION OF DIRECTOR: MICHAEL H. MOSKOW For For Management 1I. ELECTION OF DIRECTOR: DAVID W. NELMS For For Management 1J. ELECTION OF DIRECTOR: MARK A. THIERER For For Management 1K. ELECTION OF DIRECTOR: LAWRENCE A. For For Management WEINBACH 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 3 TO RATIFY THE APPOINTMENT OF DELOITTE For No Management & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. -------------------------------------------------------------------------------- DISCOVERY COMMUNICATIONS, INC. Ticker: DISCA Security ID: 25470F104 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 26, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 RATIFICATION OF THE APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS DISCOVERY COMMUNICATIONS, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 APPROVAL OF THE DISCOVERY For For Management COMMUNICATIONS, INC. 2005 NON-EMPLOYEE DIRECTOR INCENTIVE PLAN, AS AMENDED. 4 A STOCKHOLDER PROPOSAL REQUESTING THE No For Management BOARD OF DIRECTORS TO REPORT ON PLANS TO INCREASE DIVERSE REPRESENTATION ON THE BOARD. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 RATIFICATION OF THE APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS DISCOVERY COMMUNICATIONS, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 APPROVAL OF THE DISCOVERY For For Management COMMUNICATIONS, INC. 2005 NON-EMPLOYEE DIRECTOR INCENTIVE PLAN, AS AMENDED. 4 A STOCKHOLDER PROPOSAL REQUESTING THE No For Management BOARD OF DIRECTORS TO REPORT ON PLANS TO INCREASE DIVERSE REPRESENTATION ON THE BOARD. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 RATIFICATION OF THE APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS DISCOVERY COMMUNICATIONS, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 APPROVAL OF THE DISCOVERY For For Management COMMUNICATIONS, INC. 2005 NON-EMPLOYEE DIRECTOR INCENTIVE PLAN, AS AMENDED. 4 A STOCKHOLDER PROPOSAL REQUESTING THE No For Management BOARD OF DIRECTORS TO REPORT ON PLANS TO INCREASE DIVERSE REPRESENTATION ON THE BOARD. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 RATIFICATION OF THE APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS DISCOVERY COMMUNICATIONS, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 APPROVAL OF THE DISCOVERY For For Management COMMUNICATIONS, INC. 2005 NON-EMPLOYEE DIRECTOR INCENTIVE PLAN, AS AMENDED. 4 A STOCKHOLDER PROPOSAL REQUESTING THE No For Management BOARD OF DIRECTORS TO REPORT ON PLANS TO INCREASE DIVERSE REPRESENTATION ON THE BOARD. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 RATIFICATION OF THE APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS DISCOVERY COMMUNICATIONS, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 APPROVAL OF THE DISCOVERY For For Management COMMUNICATIONS, INC. 2005 NON-EMPLOYEE DIRECTOR INCENTIVE PLAN, AS AMENDED. 4 A STOCKHOLDER PROPOSAL REQUESTING THE No For Management BOARD OF DIRECTORS TO REPORT ON PLANS TO INCREASE DIVERSE REPRESENTATION ON THE BOARD. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 RATIFICATION OF THE APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS DISCOVERY COMMUNICATIONS, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 APPROVAL OF THE DISCOVERY For For Management COMMUNICATIONS, INC. 2005 NON-EMPLOYEE DIRECTOR INCENTIVE PLAN, AS AMENDED. 4 A STOCKHOLDER PROPOSAL REQUESTING THE No For Management BOARD OF DIRECTORS TO REPORT ON PLANS TO INCREASE DIVERSE REPRESENTATION ON THE BOARD. -------------------------------------------------------------------------------- DNB ASA, OSLO Ticker: Security ID: R1812S105 Meeting Date: APR 23, 2015 Meeting Type: Annual General Meeting Record Date: APR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor CMMT IMPORTANT MARKET PROCESSING M Note Non Management REQUIREMENT: A BENEFICIAL OWNER SIGNED Votable POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUE CMMT MARKET RULES REQUIRE DISCLOSURE OF M Note Non Management BENEFICIAL OWNER INFORMATION FOR ALL Votable VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE R CMMT SHARES HELD IN AN OMNIBUS/NOMINEE M Note Non Management ACCOUNT NEED TO BE RE-REGISTERED IN Votable THE BENEFICIAL OWNERS NAME TO BE ALLOWED TO VOTE AT MEETINGS. SHARES WILL BE TEMPORARILY TRANSFERRED TO A SEPARATE ACCOUNT IN THE BENEFICIAL OWNER'S NAME ON THE PROXY DEADLINE AND TRANS CMMT BLOCKING SHOULD ALWAYS BE APPLIED, M Note Non Management RECORD DATE OR NOT. Votable 1 OPENING OF THE GENERAL MEETING BY THE M Note Non Management CHAIRMAN OF THE SUPERVISORY BOARD Votable 2 APPROVAL OF THE NOTICE OF THE GENERAL For For Management MEETING AND THE AGENDA 3 ELECTION OF A PERSON TO SIGN THE For For Management MINUTES OF THE GENERAL MEETING ALONG WITH THE CHAIRMAN 4 APPROVAL OF THE 2014 ANNUAL REPORT AND For For Management ACCOUNTS, INCLUDING THE DISTRIBUTION OF DIVIDENDS (THE BOARD OF DIRECTORS HAS PROPOSED A DIVIDEND OF NOK 3.80 PER SHARE) 5 APPROVAL OF THE AUDITORS REMUNERATION For For Management 6.1 STATEMENT FROM THE BOARD OF DIRECTORS For For Management IN CONNECTION WITH REMUNERATION TO SENIOR EXECUTIVES: SUGGESTED GUIDELINES (CONSULTATIVE VOTE) 6.2 STATEMENT FROM THE BOARD OF DIRECTORS For For Management IN CONNECTION WITH REMUNERATION TO SENIOR EXECUTIVES: BINDING GUIDELINES (PRESENTED FOR APPROVAL) 7 CORPORATE GOVERNANCE IN DNB For For Management 8 AUTHORISATION TO THE BOARD OF For For Management DIRECTORS FOR THE REPURCHASE OF SHARES 9 ELECTION OF MEMBERS AND DEPUTIES TO For For Management THE SUPERVISORY BOARD IN LINE WITH THE RECOMMENDATION GIVEN: INGE ANDERSEN, SONDRE GRAVIR, JORGEN OLE HASLESTAD, NALAN KOC, THOMAS LEIRE, TORILD SKOGSHOLM, MERETE SMITH, STALE SVENNING, TURID M. SORENSEN, GINE WANG, ELD 10 ELECTION OF MEMBERS, DEPUTIES, THE For For Management CHAIRMAN AND THE VICE-CHAIRMAN TO THE CONTROL COMMITTEE IN LINE WITH THE RECOMMENDATION GIVEN: FRODE HASSEL (CHAIRMAN), KARL OLAV HOVDEN (VICE-CHAIRMAN), IDA HELLIESEN, IDA ESPOLIN JOHNSON, OLE TRASTI 11 ELECTION OF A MEMBER AND CHAIRMAN TO For For Management THE ELECTION COMMITTEE IN LINE WITH THE RECOMMENDATION GIVEN: ELDBJORG LOWER AS A MEMBER AND CHAIRMAN OF THE ELECTION COMMITTEE 12 APPROVAL OF REMUNERATION RATES FOR For For Management MEMBERS OF THE SUPERVISORY BOARD, CONTROL COMMITTEE AND ELECTION COMMITTEE IN LINE WITH THE RECOMMENDATION GIVEN 13 AMENDMENTS TO THE ARTICLES OF For For Management ASSOCIATION 14 CHANGES IN THE ELECTION COMMITTEE'S For For Management INSTRUCTIONS CMMT 06 APR 2015: PLEASE NOTE THAT THIS IS M Note Non Management A REVISION DUE TO MODIFICATION OF THE Votable TEXT OF RESOLUTION 4. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------- DOVER CORPORATION Ticker: DOV Security ID: 260003108 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For Take No Management Action 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For Take No Management Action 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For Take No Management Action 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For Take No Management Action 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For Take No Management Action 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For Take No Management Action 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For Take No Management Action 1H. ELECTION OF DIRECTOR: B.G. RETHORE For Take No Management Action 1I. ELECTION OF DIRECTOR: M.B. STUBBS For Take No Management Action 1J. ELECTION OF DIRECTOR: S.M. TODD For Take No Management Action 1K. ELECTION OF DIRECTOR: S.K. WAGNER For Take No Management Action 1L. ELECTION OF DIRECTOR: M.A. WINSTON For Take No Management Action 2 TO RATIFY THE APPOINTMENT OF For Take No Management PRICEWATERHOUSECOOPERS LLP AS OUR Action INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For Take No Management NAMED EXECUTIVE OFFICER COMPENSATION. Action 4 TO CONSIDER A SHAREHOLDER PROPOSAL No Take No Management REGARDING SHAREHOLDER ACTION BY Action WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED 1A. ELECTION OF DIRECTOR: R.W. CREMIN For For Management 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS For For Management 1C. ELECTION OF DIRECTOR: P.T. FRANCIS For For Management 1D. ELECTION OF DIRECTOR: K.C. GRAHAM For For Management 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON For For Management 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON For For Management 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE For For Management 1H. ELECTION OF DIRECTOR: B.G. RETHORE For For Management 1I. ELECTION OF DIRECTOR: M.B. STUBBS For For Management 1J. ELECTION OF DIRECTOR: S.M. TODD For For Management 1K. ELECTION OF DIRECTOR: S.K. WAGNER For For Management 1L. ELECTION OF DIRECTOR: M.A. WINSTON For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 TO CONSIDER A SHAREHOLDER PROPOSAL No For Management REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED -------------------------------------------------------------------------------- DRIL-QUIP, INC. Ticker: DRQ Security ID: 262037104 Meeting Date: MAY 15, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A ELECTION OF DIRECTOR: L. H. DICK For For Management ROBERTSON 2 APPROVAL OF THE APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE COMPENSATION For For Management OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: L. H. DICK For For Management ROBERTSON 2 APPROVAL OF THE APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE COMPENSATION For For Management OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: L. H. DICK For For Management ROBERTSON 2 APPROVAL OF THE APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE COMPENSATION For For Management OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: L. H. DICK For For Management ROBERTSON 2 APPROVAL OF THE APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE COMPENSATION For For Management OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: L. H. DICK For For Management ROBERTSON 2 APPROVAL OF THE APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE COMPENSATION For For Management OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: L. H. DICK For For Management ROBERTSON 2 APPROVAL OF THE APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE COMPENSATION For For Management OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------- DUCOMMUN INCORPORATED Ticker: DCO Security ID: 264147109 Meeting Date: MAY 27, 2015 Meeting Type: Annual Record Date: APR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 ADVISORY RESOLUTION ON NAMED EXECUTIVE For For Management COMPENSATION. 3 AMENDED AND RESTATED 2013 STOCK For For Management INCENTIVE PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE CORPORATION'S INDEPENDENT ACCOUNTANTS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 ADVISORY RESOLUTION ON NAMED EXECUTIVE For For Management COMPENSATION. 3 AMENDED AND RESTATED 2013 STOCK For For Management INCENTIVE PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE CORPORATION'S INDEPENDENT ACCOUNTANTS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 ADVISORY RESOLUTION ON NAMED EXECUTIVE For For Management COMPENSATION. 3 AMENDED AND RESTATED 2013 STOCK For For Management INCENTIVE PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE CORPORATION'S INDEPENDENT ACCOUNTANTS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 ADVISORY RESOLUTION ON NAMED EXECUTIVE For For Management COMPENSATION. 3 AMENDED AND RESTATED 2013 STOCK For For Management INCENTIVE PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE CORPORATION'S INDEPENDENT ACCOUNTANTS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 ADVISORY RESOLUTION ON NAMED EXECUTIVE For For Management COMPENSATION. 3 AMENDED AND RESTATED 2013 STOCK For For Management INCENTIVE PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE CORPORATION'S INDEPENDENT ACCOUNTANTS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 ADVISORY RESOLUTION ON NAMED EXECUTIVE For For Management COMPENSATION. 3 AMENDED AND RESTATED 2013 STOCK For For Management INCENTIVE PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE CORPORATION'S INDEPENDENT ACCOUNTANTS -------------------------------------------------------------------------------- DUFRY AG, BASEL Ticker: Security ID: H2082J107 Meeting Date: APR 29, 2015 Meeting Type: Ordinary General Meeting Record Date: APR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor CMMT PART 2 OF THIS MEETING IS FOR VOTING M Note Non Management ON AGENDA AND MEETING ATTENDANCE Votable REQUESTS ONLY. PLEASE ENSURE THAT YOU HAVE FIRST VOTED IN FAVOUR OF THE REGISTRATION OF SHARES IN PART 1 OF THE MEETING. IT IS A MARKET REQUIREMENT FOR MEETINGS OF THIS TYPE THAT THE SH 1 APPROVAL OF THE ANNUAL REPORT, THE For For Management CONSOLIDATED FINANCIAL STATEMENTS AND THE ANNUAL FINANCIAL STATEMENTS FOR 2014 2 APPROPRIATION OF AVAILABLE EARNINGS. For For Management THE BOARD OF DIRECTORS PROPOSES THAT THE AVAILABLE EARNINGS BE APPROPRIATED AS FOLLOWS (IN CHF 000): TO BE CARRIED FORWARD: 109,852 3 DISCHARGE OF THE BOARD OF DIRECTORS For For Management AND THE PERSONS ENTRUSTED WITH MANAGEMENT 4.1 RE-ELECTION OF MR. JUAN CARLOS TORRES For No Management CARRETERO AS MEMBER AND CHAIRMAN OF THE BOARD OF DIRECTORS 4.2.1 RE-ELECTION OF MR. ANDRES HOLZER For No Management NEUMANN AS MEMBER OF THE BOARD OF DIRECTORS 4.2.2 RE-ELECTION OF MR. JORGE BORN AS For For Management MEMBER OF THE BOARD OF DIRECTORS 4.2.3 RE-ELECTION OF MR. XAVIER BOUTON AS For No Management MEMBER OF THE BOARD OF DIRECTORS 4.2.4 RE-ELECTION OF MR. JAMES COHEN AS For No Management MEMBER OF THE BOARD OF DIRECTORS 4.2.5 RE-ELECTION OF MR. JULIAN DIAZ For No Management GONZALEZ AS MEMBER OF THE BOARD OF DIRECTORS 4.2.6 RE-ELECTION OF MR. JOSE LUCAS FERREIRA For For Management DE MELO AS MEMBER OF THE BOARD OF DIRECTORS 4.2.7 RE-ELECTION OF MR. GEORGE For No Management KOUTSOLIOUTSOS AS MEMBER OF THE BOARD OF DIRECTORS 4.2.8 RE-ELECTION OF MR. JOAQUIN For For Management MOYA-ANGELER CABRERA AS MEMBER OF THE BOARD OF DIRECTORS 5.1 ELECTION OF MR. JORGE BORN AS MEMBER For For Management OF THE REMUNERATION COMMITTEE 5.2 ELECTION OF MR. XAVIER BOUTON AS For No Management MEMBER OF THE REMUNERATION COMMITTEE 5.3 RE-ELECTION OF MR. JAMES COHEN AS For No Management MEMBER OF THE REMUNERATION COMMITTEE 5.4 RE-ELECTION OF MR. ANDRES HOLZER For For Management NEUMANN AS MEMBER OF THE REMUNERATION COMMITTEE 6 RE-ELECTION OF THE AUDITORS: ERNST & For No Management YOUNG LTD 7 RE-ELECTION OF THE INDEPENDENT VOTING For For Management RIGHTS REPRESENTATIVE. THE BOARD OF DIRECTORS PROPOSES THAT THE LAW FIRM BUIS BURGI AG, MUHLEBACHSTRASSE 8, 8008 ZURICH, BE RE-ELECTED AS THE INDEPENDENT VOTING RIGHTS REPRESENTATIVE FOR A TERM OF OFFICE EXTENDING UNT 8.1 APPROVAL OF THE MAXIMUM AGGREGATE For For Management AMOUNT OF COMPENSATION OF THE BOARD OF DIRECTORS 8.2 APPROVAL OF THE MAXIMUM AGGREGATE For For Management AMOUNT OF COMPENSATION OF THE GROUP EXECUTIVE COMMITTEE 9 ORDINARY CAPITAL INCREASE FROM CHF For For Management 179,525,280 TO UP TO CHF 336,668,140 10 DELETION OF ARTICLE 30 OF THE ARTICLES For For Management OF INCORPORATION REGARDING ACQUISITION OF ASSETS 11 IF AT THE TIME OF THE ANNUAL GENERAL For Abstain Management MEETING, THE BOARD OF DIRECTORS OR SHAREHOLDERS MAKE UNANNOUNCED PROPOSALS WITH RESPECT TO THOSE AGENDA ITEMS SET FORTH ABOVE, OR NEW AGENDA ITEMS ARE PUT FORTH BEFORE THE ANNUAL GENERAL MEETING, I/WE INSTRUCT THE INDE -------------------------------------------------------------------------------- DUKE ENERGY CORPORATION Ticker: DUK Security ID: 26441C204 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: MICHAEL G. For For Management BROWNING 1B. ELECTION OF DIRECTOR: HARRIS E. For For Management DELOACH, JR. 1C. ELECTION OF DIRECTOR: DANIEL R. DIMICCO For For Management 1D. ELECTION OF DIRECTOR: JOHN H. FORSGREN For For Management 1E. ELECTION OF DIRECTOR: LYNN J. GOOD For For Management 1F. ELECTION OF DIRECTOR: ANN MAYNARD GRAY For For Management 1G. ELECTION OF DIRECTOR: JAMES H. HANCE, For For Management JR. 1H. ELECTION OF DIRECTOR: JOHN T. HERRON For For Management 1I. ELECTION OF DIRECTOR: JAMES B. HYLER, For For Management JR. 1J. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1K. ELECTION OF DIRECTOR: E. MARIE MCKEE For For Management 1L. ELECTION OF DIRECTOR: RICHARD A. For For Management MESERVE 1M. ELECTION OF DIRECTOR: JAMES T. RHODES For For Management 1N. ELECTION OF DIRECTOR: CARLOS A. For For Management SALADRIGAS 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS DUKE ENERGY CORPORATION'S INDEPENDENT PUBLIC ACCOUNTANT FOR 2015 3 ADVISORY VOTE TO APPROVE NAMED For No Management EXECUTIVE OFFICER COMPENSATION 4 APPROVAL OF THE DUKE ENERGY For For Management CORPORATION 2015 LONG-TERM INCENTIVE PLAN 5 SHAREHOLDER PROPOSAL REGARDING No For Management LIMITATION OF ACCELERATED EXECUTIVE PAY 6 SHAREHOLDER PROPOSAL REGARDING No For Management POLITICAL CONTRIBUTION DISCLOSURE 7 SHAREHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS -------------------------------------------------------------------------------- E. I. DU PONT DE NEMOURS AND COMPANY Ticker: DD Security ID: 263534109 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: MAR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 2 ON RATIFICATION OF INDEPENDENT For Take No Management REGISTERED PUBLIC ACCOUNTING FIRM Action 3 TO APPROVE, BY ADVISORY VOTE, For Take No Management EXECUTIVE COMPENSATION Action 4 ON LOBBYING No Take No Management Action 5 ON GROWER COMPLIANCE No Take No Management Action 6 ON PLANT CLOSURES No Take No Management Action 7 ON REPEALING CERTAIN AMENDMENTS TO THE No Take No Management BYLAWS ADOPTED BY THE BOARD WITHOUT Action STOCKHOLDER APPROVAL 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 2 ON RATIFICATION OF INDEPENDENT For Take No Management REGISTERED PUBLIC ACCOUNTING FIRM Action 3 TO APPROVE, BY ADVISORY VOTE, For Take No Management EXECUTIVE COMPENSATION Action 4 ON LOBBYING No Take No Management Action 5 ON GROWER COMPLIANCE No Take No Management Action 6 ON PLANT CLOSURES No Take No Management Action 7 ON REPEALING CERTAIN AMENDMENTS TO THE No Take No Management BYLAWS ADOPTED BY THE BOARD WITHOUT Action STOCKHOLDER APPROVAL 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 2 ON RATIFICATION OF INDEPENDENT For Take No Management REGISTERED PUBLIC ACCOUNTING FIRM Action 3 TO APPROVE, BY ADVISORY VOTE, For Take No Management EXECUTIVE COMPENSATION Action 4 ON LOBBYING No Take No Management Action 5 ON GROWER COMPLIANCE No Take No Management Action 6 ON PLANT CLOSURES No Take No Management Action 7 ON REPEALING CERTAIN AMENDMENTS TO THE No Take No Management BYLAWS ADOPTED BY THE BOARD WITHOUT Action STOCKHOLDER APPROVAL 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 2 ON RATIFICATION OF INDEPENDENT For Take No Management REGISTERED PUBLIC ACCOUNTING FIRM Action 3 TO APPROVE, BY ADVISORY VOTE, For Take No Management EXECUTIVE COMPENSATION Action 4 ON LOBBYING No Take No Management Action 5 ON GROWER COMPLIANCE No Take No Management Action 6 ON PLANT CLOSURES No Take No Management Action 7 ON REPEALING CERTAIN AMENDMENTS TO THE No Take No Management BYLAWS ADOPTED BY THE BOARD WITHOUT Action STOCKHOLDER APPROVAL 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 2 ON RATIFICATION OF INDEPENDENT For Take No Management REGISTERED PUBLIC ACCOUNTING FIRM Action 3 TO APPROVE, BY ADVISORY VOTE, For Take No Management EXECUTIVE COMPENSATION Action 4 ON LOBBYING No Take No Management Action 5 ON GROWER COMPLIANCE No Take No Management Action 6 ON PLANT CLOSURES No Take No Management Action 7 ON REPEALING CERTAIN AMENDMENTS TO THE No Take No Management BYLAWS ADOPTED BY THE BOARD WITHOUT Action STOCKHOLDER APPROVAL 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 2 ON RATIFICATION OF INDEPENDENT For Take No Management REGISTERED PUBLIC ACCOUNTING FIRM Action 3 TO APPROVE, BY ADVISORY VOTE, For Take No Management EXECUTIVE COMPENSATION Action 4 ON LOBBYING No Take No Management Action 5 ON GROWER COMPLIANCE No Take No Management Action 6 ON PLANT CLOSURES No Take No Management Action 7 ON REPEALING CERTAIN AMENDMENTS TO THE No Take No Management BYLAWS ADOPTED BY THE BOARD WITHOUT Action STOCKHOLDER APPROVAL 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 2 ON RATIFICATION OF INDEPENDENT For Take No Management REGISTERED PUBLIC ACCOUNTING FIRM Action 3 TO APPROVE, BY ADVISORY VOTE, For Take No Management EXECUTIVE COMPENSATION Action 4 ON LOBBYING No Take No Management Action 5 ON GROWER COMPLIANCE No Take No Management Action 6 ON PLANT CLOSURES No Take No Management Action 7 ON REPEALING CERTAIN AMENDMENTS TO THE No Take No Management BYLAWS ADOPTED BY THE BOARD WITHOUT Action STOCKHOLDER APPROVAL 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 2 ON RATIFICATION OF INDEPENDENT For Take No Management REGISTERED PUBLIC ACCOUNTING FIRM Action 3 TO APPROVE, BY ADVISORY VOTE, For Take No Management EXECUTIVE COMPENSATION Action 4 ON LOBBYING No Take No Management Action 5 ON GROWER COMPLIANCE No Take No Management Action 6 ON PLANT CLOSURES No Take No Management Action 7 ON REPEALING CERTAIN AMENDMENTS TO THE No Take No Management BYLAWS ADOPTED BY THE BOARD WITHOUT Action STOCKHOLDER APPROVAL 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 2 ON RATIFICATION OF INDEPENDENT For Take No Management REGISTERED PUBLIC ACCOUNTING FIRM Action 3 TO APPROVE, BY ADVISORY VOTE, For Take No Management EXECUTIVE COMPENSATION Action 4 ON LOBBYING No Take No Management Action 5 ON GROWER COMPLIANCE No Take No Management Action 6 ON PLANT CLOSURES No Take No Management Action 7 ON REPEALING CERTAIN AMENDMENTS TO THE No Take No Management BYLAWS ADOPTED BY THE BOARD WITHOUT Action STOCKHOLDER APPROVAL 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 2 ON RATIFICATION OF INDEPENDENT For Take No Management REGISTERED PUBLIC ACCOUNTING FIRM Action 3 TO APPROVE, BY ADVISORY VOTE, For Take No Management EXECUTIVE COMPENSATION Action 4 ON LOBBYING No Take No Management Action 5 ON GROWER COMPLIANCE No Take No Management Action 6 ON PLANT CLOSURES No Take No Management Action 7 ON REPEALING CERTAIN AMENDMENTS TO THE No Take No Management BYLAWS ADOPTED BY THE BOARD WITHOUT Action STOCKHOLDER APPROVAL 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 2 ON RATIFICATION OF INDEPENDENT For Take No Management REGISTERED PUBLIC ACCOUNTING FIRM Action 3 TO APPROVE, BY ADVISORY VOTE, For Take No Management EXECUTIVE COMPENSATION Action 4 ON LOBBYING No Take No Management Action 5 ON GROWER COMPLIANCE No Take No Management Action 6 ON PLANT CLOSURES No Take No Management Action 7 ON REPEALING CERTAIN AMENDMENTS TO THE No Take No Management BYLAWS ADOPTED BY THE BOARD WITHOUT Action STOCKHOLDER APPROVAL 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 2 ON RATIFICATION OF INDEPENDENT For Take No Management REGISTERED PUBLIC ACCOUNTING FIRM Action 3 TO APPROVE, BY ADVISORY VOTE, For Take No Management EXECUTIVE COMPENSATION Action 4 ON LOBBYING No Take No Management Action 5 ON GROWER COMPLIANCE No Take No Management Action 6 ON PLANT CLOSURES No Take No Management Action 7 ON REPEALING CERTAIN AMENDMENTS TO THE No Take No Management BYLAWS ADOPTED BY THE BOARD WITHOUT Action STOCKHOLDER APPROVAL 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 2 ON RATIFICATION OF INDEPENDENT For Take No Management REGISTERED PUBLIC ACCOUNTING FIRM Action 3 TO APPROVE, BY ADVISORY VOTE, For Take No Management EXECUTIVE COMPENSATION Action 4 ON LOBBYING No Take No Management Action 5 ON GROWER COMPLIANCE No Take No Management Action 6 ON PLANT CLOSURES No Take No Management Action 7 ON REPEALING CERTAIN AMENDMENTS TO THE No Take No Management BYLAWS ADOPTED BY THE BOARD WITHOUT Action STOCKHOLDER APPROVAL 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 2 ON RATIFICATION OF INDEPENDENT For Take No Management REGISTERED PUBLIC ACCOUNTING FIRM Action 3 TO APPROVE, BY ADVISORY VOTE, For Take No Management EXECUTIVE COMPENSATION Action 4 ON LOBBYING No Take No Management Action 5 ON GROWER COMPLIANCE No Take No Management Action 6 ON PLANT CLOSURES No Take No Management Action 7 ON REPEALING CERTAIN AMENDMENTS TO THE No Take No Management BYLAWS ADOPTED BY THE BOARD WITHOUT Action STOCKHOLDER APPROVAL 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 2 ON RATIFICATION OF INDEPENDENT For Take No Management REGISTERED PUBLIC ACCOUNTING FIRM Action 3 TO APPROVE, BY ADVISORY VOTE, For Take No Management EXECUTIVE COMPENSATION Action 4 ON LOBBYING No Take No Management Action 5 ON GROWER COMPLIANCE No Take No Management Action 6 ON PLANT CLOSURES No Take No Management Action 7 ON REPEALING CERTAIN AMENDMENTS TO THE No Take No Management BYLAWS ADOPTED BY THE BOARD WITHOUT Action STOCKHOLDER APPROVAL 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 2 ON RATIFICATION OF INDEPENDENT For Take No Management REGISTERED PUBLIC ACCOUNTING FIRM Action 3 TO APPROVE, BY ADVISORY VOTE, For Take No Management EXECUTIVE COMPENSATION Action 4 ON LOBBYING No Take No Management Action 5 ON GROWER COMPLIANCE No Take No Management Action 6 ON PLANT CLOSURES No Take No Management Action 7 ON REPEALING CERTAIN AMENDMENTS TO THE No Take No Management BYLAWS ADOPTED BY THE BOARD WITHOUT Action STOCKHOLDER APPROVAL 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 ON RATIFICATION OF INDEPENDENT Take No No Management REGISTERED PUBLIC ACCOUNTING FIRM Action 3 TO APPROVE, BY ADVISORY VOTE, Take No For Management EXECUTIVE COMPENSATION Action 4 ON LOBBYING Take No No Management Action 5 ON GROWER COMPLIANCE Take No No Management Action 6 ON PLANT CLOSURE Take No No Management Action 7 TO REPEAL EACH PROVISION OR AMENDMENT For For Management OF THE BYLAWS OF THE COMPANY ADOPTED BY THE BOARD OF DIRECTORS OF THE COMPANY (AND NOT BY THE COMPANY'S STOCKHOLDERS) SUBSEQUENT TO AUGUST 12, 2013 AND PRIOR TO THE APPROVAL OF THIS RESOLUTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 ON RATIFICATION OF INDEPENDENT Take No No Management REGISTERED PUBLIC ACCOUNTING FIRM Action 3 TO APPROVE, BY ADVISORY VOTE, Take No For Management EXECUTIVE COMPENSATION Action 4 ON LOBBYING Take No No Management Action 5 ON GROWER COMPLIANCE Take No No Management Action 6 ON PLANT CLOSURE Take No No Management Action 7 TO REPEAL EACH PROVISION OR AMENDMENT For For Management OF THE BYLAWS OF THE COMPANY ADOPTED BY THE BOARD OF DIRECTORS OF THE COMPANY (AND NOT BY THE COMPANY'S STOCKHOLDERS) SUBSEQUENT TO AUGUST 12, 2013 AND PRIOR TO THE APPROVAL OF THIS RESOLUTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 ON RATIFICATION OF INDEPENDENT Take No No Management REGISTERED PUBLIC ACCOUNTING FIRM Action 3 TO APPROVE, BY ADVISORY VOTE, Take No For Management EXECUTIVE COMPENSATION Action 4 ON LOBBYING Take No No Management Action 5 ON GROWER COMPLIANCE Take No No Management Action 6 ON PLANT CLOSURE Take No No Management Action 7 TO REPEAL EACH PROVISION OR AMENDMENT For For Management OF THE BYLAWS OF THE COMPANY ADOPTED BY THE BOARD OF DIRECTORS OF THE COMPANY (AND NOT BY THE COMPANY'S STOCKHOLDERS) SUBSEQUENT TO AUGUST 12, 2013 AND PRIOR TO THE APPROVAL OF THIS RESOLUTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 ON RATIFICATION OF INDEPENDENT Take No No Management REGISTERED PUBLIC ACCOUNTING FIRM Action 3 TO APPROVE, BY ADVISORY VOTE, Take No For Management EXECUTIVE COMPENSATION Action 4 ON LOBBYING Take No No Management Action 5 ON GROWER COMPLIANCE Take No No Management Action 6 ON PLANT CLOSURE Take No No Management Action 7 TO REPEAL EACH PROVISION OR AMENDMENT For For Management OF THE BYLAWS OF THE COMPANY ADOPTED BY THE BOARD OF DIRECTORS OF THE COMPANY (AND NOT BY THE COMPANY'S STOCKHOLDERS) SUBSEQUENT TO AUGUST 12, 2013 AND PRIOR TO THE APPROVAL OF THIS RESOLUTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 ON RATIFICATION OF INDEPENDENT Take No No Management REGISTERED PUBLIC ACCOUNTING FIRM Action 3 TO APPROVE, BY ADVISORY VOTE, Take No For Management EXECUTIVE COMPENSATION Action 4 ON LOBBYING Take No No Management Action 5 ON GROWER COMPLIANCE Take No No Management Action 6 ON PLANT CLOSURE Take No No Management Action 7 TO REPEAL EACH PROVISION OR AMENDMENT For For Management OF THE BYLAWS OF THE COMPANY ADOPTED BY THE BOARD OF DIRECTORS OF THE COMPANY (AND NOT BY THE COMPANY'S STOCKHOLDERS) SUBSEQUENT TO AUGUST 12, 2013 AND PRIOR TO THE APPROVAL OF THIS RESOLUTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 ON RATIFICATION OF INDEPENDENT Take No No Management REGISTERED PUBLIC ACCOUNTING FIRM Action 3 TO APPROVE, BY ADVISORY VOTE, Take No For Management EXECUTIVE COMPENSATION Action 4 ON LOBBYING Take No No Management Action 5 ON GROWER COMPLIANCE Take No No Management Action 6 ON PLANT CLOSURE Take No No Management Action 7 TO REPEAL EACH PROVISION OR AMENDMENT For For Management OF THE BYLAWS OF THE COMPANY ADOPTED BY THE BOARD OF DIRECTORS OF THE COMPANY (AND NOT BY THE COMPANY'S STOCKHOLDERS) SUBSEQUENT TO AUGUST 12, 2013 AND PRIOR TO THE APPROVAL OF THIS RESOLUTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 ON RATIFICATION OF INDEPENDENT Take No No Management REGISTERED PUBLIC ACCOUNTING FIRM Action 3 TO APPROVE, BY ADVISORY VOTE, Take No For Management EXECUTIVE COMPENSATION Action 4 ON LOBBYING Take No No Management Action 5 ON GROWER COMPLIANCE Take No No Management Action 6 ON PLANT CLOSURE Take No No Management Action 7 TO REPEAL EACH PROVISION OR AMENDMENT For For Management OF THE BYLAWS OF THE COMPANY ADOPTED BY THE BOARD OF DIRECTORS OF THE COMPANY (AND NOT BY THE COMPANY'S STOCKHOLDERS) SUBSEQUENT TO AUGUST 12, 2013 AND PRIOR TO THE APPROVAL OF THIS RESOLUTION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 ON RATIFICATION OF INDEPENDENT Take No No Management REGISTERED PUBLIC ACCOUNTING FIRM Action 3 TO APPROVE, BY ADVISORY VOTE, Take No For Management EXECUTIVE COMPENSATION Action 4 ON LOBBYING Take No No Management Action 5 ON GROWER COMPLIANCE Take No No Management Action 6 ON PLANT CLOSURE Take No No Management Action 7 TO REPEAL EACH PROVISION OR AMENDMENT For For Management OF THE BYLAWS OF THE COMPANY ADOPTED BY THE BOARD OF DIRECTORS OF THE COMPANY (AND NOT BY THE COMPANY'S STOCKHOLDERS) SUBSEQUENT TO AUGUST 12, 2013 AND PRIOR TO THE APPROVAL OF THIS RESOLUTION. -------------------------------------------------------------------------------- EAST WEST BANCORP, INC. Ticker: EWBC Security ID: 27579R104 Meeting Date: MAY 05, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For For Management THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2015 3 AN ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For For Management THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2015 3 AN ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For For Management THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2015 3 AN ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For For Management THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2015 3 AN ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION -------------------------------------------------------------------------------- EDISON INTERNATIONAL Ticker: EIX Security ID: 281020107 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: FEB 26, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jagjeet S. Bindra For For Management 1.2 Elect Director Vanessa C.L. Chang For For Management 1.3 Elect Director Theodore F. Craver, Jr. For For Management 1.4 Elect Director Richard T. Schlosberg, For For Management III 1.5 Elect Director Linda G. Stuntz For For Management 1.6 Elect Director William P. Sullivan For For Management 1.7 Elect Director Ellen O. Tauscher For For Management 1.8 Elect Director Peter J. Taylor For For Management 1.9 Elect Director Brett White For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Claw-back of Payments under Against For Shareholder Restatements -------------------------------------------------------------------------------- EL PASO ELECTRIC COMPANY Ticker: EE Security ID: 283677854 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: MAR 30, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE SELECTION OF KPMG LLP AS For No Management THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 TO APPROVE, BY NON-BINDING VOTE, For For Management EXECUTIVE COMPENSATION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE SELECTION OF KPMG LLP AS For No Management THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 TO APPROVE, BY NON-BINDING VOTE, For For Management EXECUTIVE COMPENSATION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE SELECTION OF KPMG LLP AS For No Management THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 TO APPROVE, BY NON-BINDING VOTE, For For Management EXECUTIVE COMPENSATION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE SELECTION OF KPMG LLP AS For No Management THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 TO APPROVE, BY NON-BINDING VOTE, For For Management EXECUTIVE COMPENSATION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE SELECTION OF KPMG LLP AS For No Management THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 TO APPROVE, BY NON-BINDING VOTE, For For Management EXECUTIVE COMPENSATION. -------------------------------------------------------------------------------- ELI LILLY AND COMPANY Ticker: LLY Security ID: 532457108 Meeting Date: MAY 04, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. 1A. ELECTION OF DIRECTOR: K. BAICKER For For Management 1B. ELECTION OF DIRECTOR: J.E. FYRWALD For For Management 1C. ELECTION OF DIRECTOR: E.R. MARRAM For For Management 1D. ELECTION OF DIRECTOR: J.P. TAI For For Management 2 APPROVE ADVISORY VOTE ON COMPENSATION For For Management PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT BY THE For No Management AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2015. -------------------------------------------------------------------------------- EMC CORPORATION Ticker: EMC Security ID: 268648102 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3 ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4 APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5 TO ACT UPON A SHAREHOLDER PROPOSAL No For Management RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. -------------------------------------------------------------------------------- EMC CORPORATION Ticker: EMC Security ID: 268648102 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: JOSE E. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: MICHAEL W. BROWN For For Management 1C. ELECTION OF DIRECTOR: DONALD J. CARTY For For Management 1D. ELECTION OF DIRECTOR: RANDOLPH L. COWEN For For Management 1E. ELECTION OF DIRECTOR: JAMES S. DISTASIO For For Management 1F. ELECTION OF DIRECTOR: JOHN R. EGAN For For Management 1G. ELECTION OF DIRECTOR: WILLIAM D. GREEN For For Management 1H. ELECTION OF DIRECTOR: EDMUND F. KELLY For For Management 1I. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1J. ELECTION OF DIRECTOR: PAUL SAGAN For For Management 1K. ELECTION OF DIRECTOR: DAVID N. STROHM For For Management 1L. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For For Management 2. RATIFICATION OF THE SELECTION BY THE For For Management AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS DESCRIBED IN EMC'S PROXY STATEMENT. 3. ADVISORY APPROVAL OF OUR EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. 4. APPROVAL OF THE EMC CORPORATION For For Management AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. 5. TO ACT UPON A SHAREHOLDER PROPOSAL Against For Shareholder RELATING TO AN INDEPENDENT BOARD CHAIRMAN, AS DESCRIBED IN EMC'S PROXY STATEMENT. -------------------------------------------------------------------------------- EMERSON ELECTRIC CO. Ticker: EMR Security ID: 291011104 Meeting Date: FEB 03, 2015 Meeting Type: Annual Record Date: NOV 25, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1..1 DIRECTOR-A.F. GOLDEN* For Withheld Management 1..2 DIRECTOR-W.R. JOHNSON* For Withheld Management 1..3 DIRECTOR-C. KENDLE* For Withheld Management 1..4 DIRECTOR-J.S. TURLEY* For Withheld Management 1..5 DIRECTOR-A.A. BUSCH III# For Withheld Management 2. APPROVAL, BY NON-BINDING ADVISORY Unknown Abstain Management VOTE, OF EMERSON ELECTRIC CO. EXECUTIVE COMPENSATION. 3. APPROVAL OF THE EMERSON ELECTRIC CO. Unknown Abstain Management 2015 INCENTIVE SHARES PLAN. 4. RE-APPROVAL OF THE PERFORMANCE Unknown Abstain Management MEASURES UNDER THE EMERSON ELECTRIC CO. ANNUAL INCENTIVE PLAN. 5. RATIFICATION OF KPMG LLP AS Unknown Abstain Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 6. APPROVAL OF THE STOCKHOLDER PROPOSAL Unknown Abstain Shareholder REQUESTING ISSUANCE OF A SUSTAINABILITY REPORT AS DESCRIBED IN THE PROXY STATEMENT. 7. APPROVAL OF THE STOCKHOLDER PROPOSAL Unknown Abstain Shareholder REQUESTING ISSUANCE OF A POLITICAL CONTRIBUTIONS REPORT AS DESCRIBED IN THE PROXY STATEMENT. 8. APPROVAL OF THE STOCKHOLDER PROPOSAL Unknown Abstain Shareholder REQUESTING ISSUANCE OF A LOBBYING REPORT AS DESCRIBED IN THE PROXY STATEMENT. -------------------------------------------------------------------------------- ENSCO PLC Ticker: ESV Security ID: G3157S106 Meeting Date: MAY 18, 2015 Meeting Type: Annual Record Date: MAR 25, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For Take No Management Action 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For Take No Management Action 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For Take No Management CBE Action 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For Take No Management GAUT Action 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For Take No Management Action 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For Take No Management Action 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For Take No Management Action 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For Take No Management III Action 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For Take No Management Action 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For Take No Management ALLOT SHARES. Action 3 TO RATIFY THE AUDIT COMMITTEE'S For Take No Management APPOINTMENT OF KPMG LLP AS OUR U.S. Action INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For Take No Management STATUTORY AUDITORS UNDER THE U.K. Action COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For Take No Management DETERMINE OUR U.K. STATUTORY AUDITORS' Action REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For Take No Management 2012 LONG-TERM INCENTIVE PLAN AND TO Action APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For Take No Management PROVISIONS OF THE ENSCO 2005 CASH Action INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For Take No Management THE DIRECTORS' REMUNERATION REPORT FOR Action THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For Take No Management THE COMPENSATION OF OUR NAMED Action EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For Take No Management THE REPORTS OF THE AUDITORS AND THE Action DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For Take No Management PRE-EMPTION RIGHTS. Action 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For Take No Management Action 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For Take No Management Action 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For Take No Management CBE Action 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For Take No Management GAUT Action 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For Take No Management Action 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For Take No Management Action 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For Take No Management Action 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For Take No Management III Action 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For Take No Management Action 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For Take No Management ALLOT SHARES. Action 3 TO RATIFY THE AUDIT COMMITTEE'S For Take No Management APPOINTMENT OF KPMG LLP AS OUR U.S. Action INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For Take No Management STATUTORY AUDITORS UNDER THE U.K. Action COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For Take No Management DETERMINE OUR U.K. STATUTORY AUDITORS' Action REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For Take No Management 2012 LONG-TERM INCENTIVE PLAN AND TO Action APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For Take No Management PROVISIONS OF THE ENSCO 2005 CASH Action INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For Take No Management THE DIRECTORS' REMUNERATION REPORT FOR Action THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For Take No Management THE COMPENSATION OF OUR NAMED Action EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For Take No Management THE REPORTS OF THE AUDITORS AND THE Action DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For Take No Management PRE-EMPTION RIGHTS. Action 1A. ELECTION OF DIRECTOR: J. RODERICK CLARK For For Management 1B. ELECTION OF DIRECTOR: ROXANNE J. DECYK For For Management 1C. ELECTION OF DIRECTOR: MARY E. FRANCIS For For Management CBE 1D. ELECTION OF DIRECTOR: C. CHRISTOPHER For For Management GAUT 1E. ELECTION OF DIRECTOR: GERALD W. HADDOCK For For Management 1F. ELECTION OF DIRECTOR: FRANCIS S. KALMAN For For Management 1G. ELECTION OF DIRECTOR: KEITH O. RATTIE For For Management 1H. ELECTION OF DIRECTOR: PAUL E. ROWSEY, For For Management III 1I. ELECTION OF DIRECTOR: CARL G. TROWELL For For Management 2 TO AUTHORISE THE BOARD OF DIRECTORS TO For For Management ALLOT SHARES. 3 TO RATIFY THE AUDIT COMMITTEE'S For No Management APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2015. 4 TO APPOINT KPMG LLP AS OUR U.K. For No Management STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNT 5 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. 6 TO APPROVE AN AMENDMENT TO THE ENSCO For For Management 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 7 TO APPROVE THE PERFORMANCE-BASED For For Management PROVISIONS OF THE ENSCO 2005 CASH INCENTIVE PLAN PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M). 8 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014. 9 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 10 A NON-BINDING ADVISORY VOTE TO APPROVE For For Management THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES). 11 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS. -------------------------------------------------------------------------------- ENSCO PLC Ticker: ESV Security ID: G3157S106 Meeting Date: MAY 18, 2015 Meeting Type: Annual Record Date: MAR 25, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Re-elect J. Roderick Clark as Director For For Management 1b Re-elect Roxanne J. Decyk as Director For For Management 1c Re-elect Mary E. Francis as Director For For Management 1d Re-elect C. Christopher Gaut as For For Management Director 1e Re-elect Gerald W. Haddock as Director For For Management 1f Re-elect Francis S. Kalman as Director For For Management 1g Re-elect Keith O. Rattie as Director For For Management 1h Re-elect Paul E. Rowsey, III as For For Management Director 1i Re-elect Carl G. Trowell as Director For For Management 2 Issue of Equity or Equity-Linked For For Management Securities with Pre-emptive Rights 3 Ratify KPMG as US Independent Auditor For For Management 4 Appoint KPMG LLP as UK Statutory For For Management Auditor 5 Authorize Board to Fix Remuneration of For For Management Auditors 6 Amend Omnibus Stock Plan For For Management 7 Amend Executive Incentive Bonus Plan For For Management 8 Approve Remuneration Report For For Management 9 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 10 Accept Financial Statements and For For Management Statutory Reports 11 Issue of Equity or Equity-Linked For For Management Securities without Pre-emptive Rights -------------------------------------------------------------------------------- ENTERGY CORPORATION Ticker: ETR Security ID: 29364G103 Meeting Date: MAY 08, 2015 Meeting Type: Annual Record Date: MAR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For Take No Management Action 1B. ELECTION OF DIRECTOR: P.J. CONDON For Take No Management Action 1C. ELECTION OF DIRECTOR: L.P. DENAULT For Take No Management Action 1D. ELECTION OF DIRECTOR: K.H. DONALD For Take No Management Action 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For Take No Management Action 1F. ELECTION OF DIRECTOR: A.M. HERMAN For Take No Management Action 1G. ELECTION OF DIRECTOR: D.C. HINTZ For Take No Management Action 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For Take No Management Action 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For Take No Management Action 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For Take No Management Action 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For Take No Management Action 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For Take No Management Action 2 RATIFICATION OF APPOINTMENT OF For Take No Management DELOITTE & TOUCHE LLP AS INDEPENDENT Action REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For Take No Management EXECUTIVE OFFICER COMPENSATION. Action 4 APPROVAL OF THE ENTERGY CORPORATION For Take No Management AMENDED AND RESTATED EXECUTIVE ANNUAL Action INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For Take No Management 2015 EQUITY OWNERSHIP PLAN. Action 6 SHAREHOLDER PROPOSAL REGARDING No Take No Management INCLUDING CARBON EMISSION REDUCTIONS Action IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For Take No Management Action 1B. ELECTION OF DIRECTOR: P.J. CONDON For Take No Management Action 1C. ELECTION OF DIRECTOR: L.P. DENAULT For Take No Management Action 1D. ELECTION OF DIRECTOR: K.H. DONALD For Take No Management Action 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For Take No Management Action 1F. ELECTION OF DIRECTOR: A.M. HERMAN For Take No Management Action 1G. ELECTION OF DIRECTOR: D.C. HINTZ For Take No Management Action 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For Take No Management Action 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For Take No Management Action 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For Take No Management Action 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For Take No Management Action 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For Take No Management Action 2 RATIFICATION OF APPOINTMENT OF For Take No Management DELOITTE & TOUCHE LLP AS INDEPENDENT Action REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For Take No Management EXECUTIVE OFFICER COMPENSATION. Action 4 APPROVAL OF THE ENTERGY CORPORATION For Take No Management AMENDED AND RESTATED EXECUTIVE ANNUAL Action INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For Take No Management 2015 EQUITY OWNERSHIP PLAN. Action 6 SHAREHOLDER PROPOSAL REGARDING No Take No Management INCLUDING CARBON EMISSION REDUCTIONS Action IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. 1A. ELECTION OF DIRECTOR: M.S. BATEMAN For For Management 1B. ELECTION OF DIRECTOR: P.J. CONDON For For Management 1C. ELECTION OF DIRECTOR: L.P. DENAULT For For Management 1D. ELECTION OF DIRECTOR: K.H. DONALD For For Management 1E. ELECTION OF DIRECTOR: G.W. EDWARDS For For Management 1F. ELECTION OF DIRECTOR: A.M. HERMAN For For Management 1G. ELECTION OF DIRECTOR: D.C. HINTZ For For Management 1H. ELECTION OF DIRECTOR: S.L. LEVENICK For For Management 1I. ELECTION OF DIRECTOR: B.L. LINCOLN For For Management 1J. ELECTION OF DIRECTOR: K.A. PUCKETT For For Management 1K. ELECTION OF DIRECTOR: W.J. TAUZIN For For Management 1L. ELECTION OF DIRECTOR: S.V. WILKINSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE ENTERGY CORPORATION For For Management AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN. 5 APPROVAL OF THE ENTERGY CORPORATION For For Management 2015 EQUITY OWNERSHIP PLAN. 6 SHAREHOLDER PROPOSAL REGARDING No No Management INCLUDING CARBON EMISSION REDUCTIONS IN INCENTIVE COMPENSATION. -------------------------------------------------------------------------------- EOG RESOURCES, INC. Ticker: EOG Security ID: 26875P101 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: MAR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: JANET F. CLARK For For Management 1B. ELECTION OF DIRECTOR: CHARLES R. CRISP For For Management 1C. ELECTION OF DIRECTOR: JAMES C. DAY For For Management 1D. ELECTION OF DIRECTOR: H. LEIGHTON For For Management STEWARD 1E. ELECTION OF DIRECTOR: DONALD F. TEXTOR For For Management 1F. ELECTION OF DIRECTOR: WILLIAM R. THOMAS For For Management 1G. ELECTION OF DIRECTOR: FRANK G. WISNER For For Management 2 TO RATIFY THE APPOINTMENT BY THE AUDIT For No Management COMMITTEE OF THE BOARD OF DIRECTORS OF DELOITTE & TOUCHE LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS AUDITORS FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 3 TO APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 4 STOCKHOLDER PROPOSAL CONCERNING PROXY No For Management ACCESS, IF PROPERLY PRESENTED. 5 STOCKHOLDER PROPOSAL CONCERNING A No No Management METHANE EMISSIONS REPORT, IF PROPERLY PRESENTED. -------------------------------------------------------------------------------- EOG RESOURCES, INC. Ticker: EOG Security ID: 26875P101 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: MAR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: JANET F. CLARK For For Management 1B. ELECTION OF DIRECTOR: CHARLES R. CRISP For For Management 1C. ELECTION OF DIRECTOR: JAMES C. DAY For For Management 1D. ELECTION OF DIRECTOR: H. LEIGHTON For For Management STEWARD 1E. ELECTION OF DIRECTOR: DONALD F. TEXTOR For For Management 1F. ELECTION OF DIRECTOR: WILLIAM R. THOMAS For For Management 1G. ELECTION OF DIRECTOR: FRANK G. WISNER For For Management 2. TO RATIFY THE APPOINTMENT BY THE AUDIT For For Management COMMITTEE OF THE BOARD OF DIRECTORS OF DELOITTE & TOUCHE LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS AUDITORS FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 3. TO APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 4. STOCKHOLDER PROPOSAL CONCERNING PROXY Against For Shareholder ACCESS, IF PROPERLY PRESENTED. 5. STOCKHOLDER PROPOSAL CONCERNING A Against Against Shareholder METHANE EMISSIONS REPORT, IF PROPERLY PRESENTED. -------------------------------------------------------------------------------- ESTERLINE TECHNOLOGIES CORPORATION Ticker: ESL Security ID: 297425100 Meeting Date: MAR 11, 2015 Meeting Type: Annual Record Date: JAN 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A ELECTION OF DIRECTOR: DELORES M. ETTER For For Management 1B ELECTION OF DIRECTOR: MARY L. HOWELL For For Management 1C ELECTION OF DIRECTOR: GARY E. PRUITT For For Management 2 TO APPROVE, ON AN ADVISORY BASIS, THE For No Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS FOR THE FISCAL YEAR ENDED OCTOBER 31, 2014. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER 2, 2015. 1A ELECTION OF DIRECTOR: DELORES M. ETTER For For Management 1B ELECTION OF DIRECTOR: MARY L. HOWELL For For Management 1C ELECTION OF DIRECTOR: GARY E. PRUITT For For Management 2 TO APPROVE, ON AN ADVISORY BASIS, THE For No Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS FOR THE FISCAL YEAR ENDED OCTOBER 31, 2014. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER 2, 2015. 1A ELECTION OF DIRECTOR: DELORES M. ETTER For For Management 1B ELECTION OF DIRECTOR: MARY L. HOWELL For For Management 1C ELECTION OF DIRECTOR: GARY E. PRUITT For For Management 2 TO APPROVE, ON AN ADVISORY BASIS, THE For No Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS FOR THE FISCAL YEAR ENDED OCTOBER 31, 2014. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER 2, 2015. 1A ELECTION OF DIRECTOR: DELORES M. ETTER For For Management 1B ELECTION OF DIRECTOR: MARY L. HOWELL For For Management 1C ELECTION OF DIRECTOR: GARY E. PRUITT For For Management 2 TO APPROVE, ON AN ADVISORY BASIS, THE For No Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS FOR THE FISCAL YEAR ENDED OCTOBER 31, 2014. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER 2, 2015. 1A ELECTION OF DIRECTOR: DELORES M. ETTER For For Management 1B ELECTION OF DIRECTOR: MARY L. HOWELL For For Management 1C ELECTION OF DIRECTOR: GARY E. PRUITT For For Management 2 TO APPROVE, ON AN ADVISORY BASIS, THE For No Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS FOR THE FISCAL YEAR ENDED OCTOBER 31, 2014. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER 2, 2015. 1A ELECTION OF DIRECTOR: DELORES M. ETTER For For Management 1B ELECTION OF DIRECTOR: MARY L. HOWELL For For Management 1C ELECTION OF DIRECTOR: GARY E. PRUITT For For Management 2 TO APPROVE, ON AN ADVISORY BASIS, THE For No Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS FOR THE FISCAL YEAR ENDED OCTOBER 31, 2014. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER 2, 2015. 1A ELECTION OF DIRECTOR: DELORES M. ETTER For For Management 1B ELECTION OF DIRECTOR: MARY L. HOWELL For For Management 1C ELECTION OF DIRECTOR: GARY E. PRUITT For For Management 2 TO APPROVE, ON AN ADVISORY BASIS, THE For No Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS FOR THE FISCAL YEAR ENDED OCTOBER 31, 2014. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER 2, 2015. 1A ELECTION OF DIRECTOR: DELORES M. ETTER For For Management 1B ELECTION OF DIRECTOR: MARY L. HOWELL For For Management 1C ELECTION OF DIRECTOR: GARY E. PRUITT For For Management 2 TO APPROVE, ON AN ADVISORY BASIS, THE For No Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS FOR THE FISCAL YEAR ENDED OCTOBER 31, 2014. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER 2, 2015. 1A ELECTION OF DIRECTOR: DELORES M. ETTER For For Management 1B ELECTION OF DIRECTOR: MARY L. HOWELL For For Management 1C ELECTION OF DIRECTOR: GARY E. PRUITT For For Management 2 TO APPROVE, ON AN ADVISORY BASIS, THE For No Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS FOR THE FISCAL YEAR ENDED OCTOBER 31, 2014. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER 2, 2015. -------------------------------------------------------------------------------- EVERCORE PARTNERS INC. Ticker: EVR Security ID: 29977A105 Meeting Date: JUN 08, 2015 Meeting Type: Annual Record Date: APR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE SELECTION OF DELOITTE & For No Management TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE SELECTION OF DELOITTE & For No Management TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE SELECTION OF DELOITTE & For No Management TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE SELECTION OF DELOITTE & For No Management TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE SELECTION OF DELOITTE & For No Management TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE SELECTION OF DELOITTE & For No Management TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. -------------------------------------------------------------------------------- EVEREST RE GROUP, LTD. Ticker: RE Security ID: G3223R108 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: MAR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 TO APPOINT PRICEWATERHOUSECOOPERS LLP For No Management AS THE COMPANY'S REGISTERED PUBLIC ACCOUNTING FIRM TO ACT AS THE COMPANY'S AUDITOR FOR YEAR ENDING DECEMBER 31, 2015 AND AUTHORIZE THE BOARD OF DIRECTORS, ACTING BY THE AUDIT COMMITTEE, TO SET THE FEES FOR THE REGISTE 3 TO APPROVE THE EVEREST RE GROUP, LTD. For For Management 2010 STOCK INCENTIVE PLAN AS AMENDED THROUGH THE SECOND AMENDMENT. 4 TO APPROVE THE EVEREST RE GROUP, LTD. For For Management 2003 NON-EMPLOYEE DIRECTOR EQUITY COMPENSATION PLAN AS AMENDED THROUGH THE THIRD AMENDMENT. 5 ADVISORY VOTE TO APPROVE 2014 For For Management EXECUTIVE COMPENSATION. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 TO APPOINT PRICEWATERHOUSECOOPERS LLP For No Management AS THE COMPANY'S REGISTERED PUBLIC ACCOUNTING FIRM TO ACT AS THE COMPANY'S AUDITOR FOR YEAR ENDING DECEMBER 31, 2015 AND AUTHORIZE THE BOARD OF DIRECTORS, ACTING BY THE AUDIT COMMITTEE, TO SET THE FEES FOR THE REGISTE 3 TO APPROVE THE EVEREST RE GROUP, LTD. For For Management 2010 STOCK INCENTIVE PLAN AS AMENDED THROUGH THE SECOND AMENDMENT. 4 TO APPROVE THE EVEREST RE GROUP, LTD. For For Management 2003 NON-EMPLOYEE DIRECTOR EQUITY COMPENSATION PLAN AS AMENDED THROUGH THE THIRD AMENDMENT. 5 ADVISORY VOTE TO APPROVE 2014 For For Management EXECUTIVE COMPENSATION. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 TO APPOINT PRICEWATERHOUSECOOPERS LLP For No Management AS THE COMPANY'S REGISTERED PUBLIC ACCOUNTING FIRM TO ACT AS THE COMPANY'S AUDITOR FOR YEAR ENDING DECEMBER 31, 2015 AND AUTHORIZE THE BOARD OF DIRECTORS, ACTING BY THE AUDIT COMMITTEE, TO SET THE FEES FOR THE REGISTE 3 TO APPROVE THE EVEREST RE GROUP, LTD. For For Management 2010 STOCK INCENTIVE PLAN AS AMENDED THROUGH THE SECOND AMENDMENT. 4 TO APPROVE THE EVEREST RE GROUP, LTD. For For Management 2003 NON-EMPLOYEE DIRECTOR EQUITY COMPENSATION PLAN AS AMENDED THROUGH THE THIRD AMENDMENT. 5 ADVISORY VOTE TO APPROVE 2014 For For Management EXECUTIVE COMPENSATION. -------------------------------------------------------------------------------- EXACTECH, INC. Ticker: EXAC Security ID: 30064E109 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: MAR 04, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE THE NON-BINDING ADVISORY For For Management RESOLUTION ON THE NAMED EXECUTIVE OFFICERS' COMPENSATION 3 RATIFY SELECTION OF MCGLADREY LLP AS For No Management THE COMPANY'S PRINCIPAL INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING DECEMBER 31, 2015 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE THE NON-BINDING ADVISORY For For Management RESOLUTION ON THE NAMED EXECUTIVE OFFICERS' COMPENSATION 3 RATIFY SELECTION OF MCGLADREY LLP AS For No Management THE COMPANY'S PRINCIPAL INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING DECEMBER 31, 2015 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE THE NON-BINDING ADVISORY For For Management RESOLUTION ON THE NAMED EXECUTIVE OFFICERS' COMPENSATION 3 RATIFY SELECTION OF MCGLADREY LLP AS For No Management THE COMPANY'S PRINCIPAL INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING DECEMBER 31, 2015 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE THE NON-BINDING ADVISORY For For Management RESOLUTION ON THE NAMED EXECUTIVE OFFICERS' COMPENSATION 3 RATIFY SELECTION OF MCGLADREY LLP AS For No Management THE COMPANY'S PRINCIPAL INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING DECEMBER 31, 2015 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE THE NON-BINDING ADVISORY For For Management RESOLUTION ON THE NAMED EXECUTIVE OFFICERS' COMPENSATION 3 RATIFY SELECTION OF MCGLADREY LLP AS For No Management THE COMPANY'S PRINCIPAL INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING DECEMBER 31, 2015 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE THE NON-BINDING ADVISORY For For Management RESOLUTION ON THE NAMED EXECUTIVE OFFICERS' COMPENSATION 3 RATIFY SELECTION OF MCGLADREY LLP AS For No Management THE COMPANY'S PRINCIPAL INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING DECEMBER 31, 2015 -------------------------------------------------------------------------------- EXPRESS SCRIPTS HOLDING COMPANY Ticker: ESRX Security ID: 30219G108 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: GARY G. BENANAV For For Management 1B. ELECTION OF DIRECTOR: MAURA C. BREEN For For Management 1C. ELECTION OF DIRECTOR: WILLIAM J. For For Management DELANEY 1D. ELECTION OF DIRECTOR: ELDER GRANGER, For For Management MD, MG, USA (RETIRED) 1E. ELECTION OF DIRECTOR: NICHOLAS J. For For Management LAHOWCHIC 1F. ELECTION OF DIRECTOR: THOMAS P. MAC For For Management MAHON 1G. ELECTION OF DIRECTOR: FRANK For For Management MERGENTHALER 1H. ELECTION OF DIRECTOR: WOODROW A. For For Management MYERS, JR., MD 1I. ELECTION OF DIRECTOR: RODERICK A. For For Management PALMORE 1J. ELECTION OF DIRECTOR: GEORGE PAZ For For Management 1K. ELECTION OF DIRECTOR: WILLIAM L. For For Management ROPER, MD, MPH 1L. ELECTION OF DIRECTOR: SEYMOUR STERNBERG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 TO APPROVE, BY NON-BINDING VOTE, For For Management EXECUTIVE COMPENSATION. 4 STOCKHOLDER PROPOSAL REGARDING No For Management POLITICAL DISCLOSURE AND ACCOUNTABILITY. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: GARY G. BENANAV For For Management 1B. ELECTION OF DIRECTOR: MAURA C. BREEN For For Management 1C. ELECTION OF DIRECTOR: WILLIAM J. For For Management DELANEY 1D. ELECTION OF DIRECTOR: ELDER GRANGER, For For Management MD, MG, USA (RETIRED) 1E. ELECTION OF DIRECTOR: NICHOLAS J. For For Management LAHOWCHIC 1F. ELECTION OF DIRECTOR: THOMAS P. MAC For For Management MAHON 1G. ELECTION OF DIRECTOR: FRANK For For Management MERGENTHALER 1H. ELECTION OF DIRECTOR: WOODROW A. For For Management MYERS, JR., MD 1I. ELECTION OF DIRECTOR: RODERICK A. For For Management PALMORE 1J. ELECTION OF DIRECTOR: GEORGE PAZ For For Management 1K. ELECTION OF DIRECTOR: WILLIAM L. For For Management ROPER, MD, MPH 1L. ELECTION OF DIRECTOR: SEYMOUR STERNBERG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 TO APPROVE, BY NON-BINDING VOTE, For For Management EXECUTIVE COMPENSATION. 4 STOCKHOLDER PROPOSAL REGARDING No For Management POLITICAL DISCLOSURE AND ACCOUNTABILITY. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: GARY G. BENANAV For For Management 1B. ELECTION OF DIRECTOR: MAURA C. BREEN For For Management 1C. ELECTION OF DIRECTOR: WILLIAM J. For For Management DELANEY 1D. ELECTION OF DIRECTOR: ELDER GRANGER, For For Management MD, MG, USA (RETIRED) 1E. ELECTION OF DIRECTOR: NICHOLAS J. For For Management LAHOWCHIC 1F. ELECTION OF DIRECTOR: THOMAS P. MAC For For Management MAHON 1G. ELECTION OF DIRECTOR: FRANK For For Management MERGENTHALER 1H. ELECTION OF DIRECTOR: WOODROW A. For For Management MYERS, JR., MD 1I. ELECTION OF DIRECTOR: RODERICK A. For For Management PALMORE 1J. ELECTION OF DIRECTOR: GEORGE PAZ For For Management 1K. ELECTION OF DIRECTOR: WILLIAM L. For For Management ROPER, MD, MPH 1L. ELECTION OF DIRECTOR: SEYMOUR STERNBERG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 TO APPROVE, BY NON-BINDING VOTE, For For Management EXECUTIVE COMPENSATION. 4 STOCKHOLDER PROPOSAL REGARDING No For Management POLITICAL DISCLOSURE AND ACCOUNTABILITY. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: GARY G. BENANAV For For Management 1B. ELECTION OF DIRECTOR: MAURA C. BREEN For For Management 1C. ELECTION OF DIRECTOR: WILLIAM J. For For Management DELANEY 1D. ELECTION OF DIRECTOR: ELDER GRANGER, For For Management MD, MG, USA (RETIRED) 1E. ELECTION OF DIRECTOR: NICHOLAS J. For For Management LAHOWCHIC 1F. ELECTION OF DIRECTOR: THOMAS P. MAC For For Management MAHON 1G. ELECTION OF DIRECTOR: FRANK For For Management MERGENTHALER 1H. ELECTION OF DIRECTOR: WOODROW A. For For Management MYERS, JR., MD 1I. ELECTION OF DIRECTOR: RODERICK A. For For Management PALMORE 1J. ELECTION OF DIRECTOR: GEORGE PAZ For For Management 1K. ELECTION OF DIRECTOR: WILLIAM L. For For Management ROPER, MD, MPH 1L. ELECTION OF DIRECTOR: SEYMOUR STERNBERG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3 TO APPROVE, BY NON-BINDING VOTE, For For Management EXECUTIVE COMPENSATION. 4 STOCKHOLDER PROPOSAL REGARDING No For Management POLITICAL DISCLOSURE AND ACCOUNTABILITY. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. -------------------------------------------------------------------------------- EXPRESS SCRIPTS HOLDING COMPANY Ticker: ESRX Security ID: 30219G108 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: GARY G. BENANAV For For Management 1B. ELECTION OF DIRECTOR: MAURA C. BREEN For For Management 1C. ELECTION OF DIRECTOR: WILLIAM J. For For Management DELANEY 1D. ELECTION OF DIRECTOR: ELDER GRANGER, For For Management MD, MG, USA (RETIRED) 1E. ELECTION OF DIRECTOR: NICHOLAS J. For For Management LAHOWCHIC 1F. ELECTION OF DIRECTOR: THOMAS P. MAC For For Management MAHON 1G. ELECTION OF DIRECTOR: FRANK For For Management MERGENTHALER 1H. ELECTION OF DIRECTOR: WOODROW A. For For Management MYERS, JR., MD 1I. ELECTION OF DIRECTOR: RODERICK A. For For Management PALMORE 1J. ELECTION OF DIRECTOR: GEORGE PAZ For For Management 1K. ELECTION OF DIRECTOR: WILLIAM L. For For Management ROPER, MD, MPH 1L. ELECTION OF DIRECTOR: SEYMOUR STERNBERG For For Management 2. TO RATIFY THE APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3. TO APPROVE, BY NON-BINDING VOTE, For For Management EXECUTIVE COMPENSATION. 4. STOCKHOLDER PROPOSAL REGARDING Against Against Shareholder POLITICAL DISCLOSURE AND ACCOUNTABILITY. 5. STOCKHOLDER PROPOSAL REGARDING AN Against For Shareholder INDEPENDENT BOARD CHAIRMAN. -------------------------------------------------------------------------------- EXXON MOBIL CORPORATION Ticker: XOM Security ID: 30231G102 Meeting Date: MAY 27, 2015 Meeting Type: Annual Record Date: APR 07, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 2 RATIFICATION OF INDEPENDENT AUDITORS For No Management (PAGE 60) 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (PAGE 61) 4 INDEPENDENT CHAIRMAN (PAGE 63) No For Management 5 PROXY ACCESS BYLAW (PAGE 64) No For Management 6 CLIMATE EXPERT ON BOARD (PAGE 66) No No Management 7 BOARD QUOTA FOR WOMEN (PAGE 67) No For Management 8 REPORT ON COMPENSATION FOR WOMEN (PAGE No For Management 68) 9 REPORT ON LOBBYING (PAGE 69) No For Management 10 GREENHOUSE GAS EMISSIONS GOALS (PAGE No No Management 70) 11 REPORT ON HYDRAULIC FRACTURING (PAGE No For Management 72) -------------------------------------------------------------------------------- F5 NETWORKS, INC. Ticker: FFIV Security ID: 315616102 Meeting Date: MAR 12, 2015 Meeting Type: Annual Record Date: JAN 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: A. GARY AMES For For Management 1B. ELECTION OF DIRECTOR: SANDRA BERGERON For For Management 1C. ELECTION OF DIRECTOR: JONATHAN CHADWICK For For Management 1D. ELECTION OF DIRECTOR: MICHAEL DREYER For For Management 1E. ELECTION OF DIRECTOR: PETER KLEIN For For Management 1F. ELECTION OF DIRECTOR: STEPHEN SMITH For For Management 2 APPROVE THE F5 NETWORKS, INC. 2014 For For Management INCENTIVE PLAN AS AMENDED AND RESTATED. 3 APPROVE THE F5 NETWORKS, INC. 2011 For For Management EMPLOYEE STOCK PURCHASE PLAN AS AMENDED AND RESTATED. 4 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 5 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A. ELECTION OF DIRECTOR: A. GARY AMES For For Management 1B. ELECTION OF DIRECTOR: SANDRA BERGERON For For Management 1C. ELECTION OF DIRECTOR: JONATHAN CHADWICK For For Management 1D. ELECTION OF DIRECTOR: MICHAEL DREYER For For Management 1E. ELECTION OF DIRECTOR: PETER KLEIN For For Management 1F. ELECTION OF DIRECTOR: STEPHEN SMITH For For Management 2 APPROVE THE F5 NETWORKS, INC. 2014 For For Management INCENTIVE PLAN AS AMENDED AND RESTATED. 3 APPROVE THE F5 NETWORKS, INC. 2011 For For Management EMPLOYEE STOCK PURCHASE PLAN AS AMENDED AND RESTATED. 4 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 5 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A. ELECTION OF DIRECTOR: A. GARY AMES For For Management 1B. ELECTION OF DIRECTOR: SANDRA BERGERON For For Management 1C. ELECTION OF DIRECTOR: JONATHAN CHADWICK For For Management 1D. ELECTION OF DIRECTOR: MICHAEL DREYER For For Management 1E. ELECTION OF DIRECTOR: PETER KLEIN For For Management 1F. ELECTION OF DIRECTOR: STEPHEN SMITH For For Management 2 APPROVE THE F5 NETWORKS, INC. 2014 For For Management INCENTIVE PLAN AS AMENDED AND RESTATED. 3 APPROVE THE F5 NETWORKS, INC. 2011 For For Management EMPLOYEE STOCK PURCHASE PLAN AS AMENDED AND RESTATED. 4 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 5 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------- FBL FINANCIAL GROUP, INC. Ticker: FFG Security ID: 30239F106 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE AN AMENDMENT TO THE BYLAWS TO For No Management ADD AN EXCLUSIVE FORUM PROVISION. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE AN AMENDMENT TO THE BYLAWS TO For No Management ADD AN EXCLUSIVE FORUM PROVISION. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE AN AMENDMENT TO THE BYLAWS TO For No Management ADD AN EXCLUSIVE FORUM PROVISION. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE AN AMENDMENT TO THE BYLAWS TO For No Management ADD AN EXCLUSIVE FORUM PROVISION. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE AN AMENDMENT TO THE BYLAWS TO For No Management ADD AN EXCLUSIVE FORUM PROVISION. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE AN AMENDMENT TO THE BYLAWS TO For No Management ADD AN EXCLUSIVE FORUM PROVISION. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. -------------------------------------------------------------------------------- FIDELITY & GUARANTY LIFE Ticker: FGL Security ID: 315785105 Meeting Date: FEB 11, 2015 Meeting Type: Annual Record Date: DEC 15, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF THE COMPANY'S EXECUTIVE OFFICERS. 4 TO APPROVE, ON AN ADVISORY BASIS, THE 3 1 Management FREQUENCY OF HOLDING A FUTURE ADVISORY VOTE ON EXECUTIVE COMPENSATION. 5 TO APPROVE THE FIDELITY & GUARANTY For For Management LIFE SECTION 162(M) EMPLOYEE INCENTIVE PLAN. 6 TO APPROVE THE FIDELITY & GUARANTY For For Management LIFE 2013 STOCK INCENTIVE PLAN, AS AMENDED. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF THE COMPANY'S EXECUTIVE OFFICERS. 4 TO APPROVE, ON AN ADVISORY BASIS, THE 3 1 Management FREQUENCY OF HOLDING A FUTURE ADVISORY VOTE ON EXECUTIVE COMPENSATION. 5 TO APPROVE THE FIDELITY & GUARANTY For For Management LIFE SECTION 162(M) EMPLOYEE INCENTIVE PLAN. 6 TO APPROVE THE FIDELITY & GUARANTY For For Management LIFE 2013 STOCK INCENTIVE PLAN, AS AMENDED. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF THE COMPANY'S EXECUTIVE OFFICERS. 4 TO APPROVE, ON AN ADVISORY BASIS, THE 3 1 Management FREQUENCY OF HOLDING A FUTURE ADVISORY VOTE ON EXECUTIVE COMPENSATION. 5 TO APPROVE THE FIDELITY & GUARANTY For For Management LIFE SECTION 162(M) EMPLOYEE INCENTIVE PLAN. 6 TO APPROVE THE FIDELITY & GUARANTY For For Management LIFE 2013 STOCK INCENTIVE PLAN, AS AMENDED. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF THE COMPANY'S EXECUTIVE OFFICERS. 4 TO APPROVE, ON AN ADVISORY BASIS, THE 3 1 Management FREQUENCY OF HOLDING A FUTURE ADVISORY VOTE ON EXECUTIVE COMPENSATION. 5 TO APPROVE THE FIDELITY & GUARANTY For For Management LIFE SECTION 162(M) EMPLOYEE INCENTIVE PLAN. 6 TO APPROVE THE FIDELITY & GUARANTY For For Management LIFE 2013 STOCK INCENTIVE PLAN, AS AMENDED. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF THE COMPANY'S EXECUTIVE OFFICERS. 4 TO APPROVE, ON AN ADVISORY BASIS, THE 3 1 Management FREQUENCY OF HOLDING A FUTURE ADVISORY VOTE ON EXECUTIVE COMPENSATION. 5 TO APPROVE THE FIDELITY & GUARANTY For For Management LIFE SECTION 162(M) EMPLOYEE INCENTIVE PLAN. 6 TO APPROVE THE FIDELITY & GUARANTY For For Management LIFE 2013 STOCK INCENTIVE PLAN, AS AMENDED. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF THE COMPANY'S EXECUTIVE OFFICERS. 4 TO APPROVE, ON AN ADVISORY BASIS, THE 3 1 Management FREQUENCY OF HOLDING A FUTURE ADVISORY VOTE ON EXECUTIVE COMPENSATION. 5 TO APPROVE THE FIDELITY & GUARANTY For For Management LIFE SECTION 162(M) EMPLOYEE INCENTIVE PLAN. 6 TO APPROVE THE FIDELITY & GUARANTY For For Management LIFE 2013 STOCK INCENTIVE PLAN, AS AMENDED. -------------------------------------------------------------------------------- FIFTH THIRD BANCORP Ticker: FITB Security ID: 316773100 Meeting Date: APR 14, 2015 Meeting Type: Annual Record Date: FEB 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS For For Management 1B. ELECTION OF DIRECTOR: B. EVAN BAYH III For For Management 1C. ELECTION OF DIRECTOR: KATHERINE B. For For Management BLACKBURN 1D. ELECTION OF DIRECTOR: ULYSSES L. For For Management BRIDGEMAN, JR. 1E. ELECTION OF DIRECTOR: EMERSON L. For For Management BRUMBACK 1F. ELECTION OF DIRECTOR: JAMES P. HACKETT For For Management 1G. ELECTION OF DIRECTOR: GARY R. HEMINGER For No Management 1H. ELECTION OF DIRECTOR: JEWELL D. HOOVER For For Management 1I. ELECTION OF DIRECTOR: KEVIN T. KABAT For For Management 1J. ELECTION OF DIRECTOR: MICHAEL B. For For Management MCCALLISTER 1K. ELECTION OF DIRECTOR: HENDRIK G. MEIJER For For Management 1L. ELECTION OF DIRECTOR: MARSHA C. For For Management WILLIAMS 2 APPROVAL OF THE APPOINTMENT OF THE For No Management FIRM OF DELOITTE & TOUCHE LLP TO SERVE AS THE INDEPENDENT EXTERNAL AUDIT FIRM. 3 AN ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 AN ADVISORY VOTE TO RECOMMEND THE 1 1 Management FREQUENCY OF EXECUTIVE COMPENSATION VOTES. (SEE PROXY STATEMENT FOR FULL PROPOSAL). -------------------------------------------------------------------------------- FIFTH THIRD BANCORP Ticker: FITB Security ID: 316773100 Meeting Date: APR 14, 2015 Meeting Type: Annual Record Date: FEB 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Nicholas K. Akins For For Management 1.2 Elect Director B. Evan Bayh, III For For Management 1.3 Elect Director Katherine B. Blackburn For For Management 1.4 Elect Director Ulysses L. Bridgeman, For For Management Jr. 1.5 Elect Director Emerson L. Brumback For For Management 1.6 Elect Director James P. Hackett For For Management 1.7 Elect Director Gary R. Heminger For For Management 1.8 Elect Director Jewell D. Hoover For For Management 1.9 Elect Director Kevin T. Kabat For For Management 1.10 Elect Director Michael B. McCallister For For Management 1.11 Elect Director Hendrik G. Meijer For For Management 1.12 Elect Director Marsha C. Williams For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- FIRST FINANCIAL BANCORP. Ticker: FFBC Security ID: 320209109 Meeting Date: MAY 26, 2015 Meeting Type: Annual Record Date: APR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO APPROVE THE AMENDMENT TO THE For No Management COMPANY'S AMENDED AND RESTATED REGULATIONS. 3 RATIFICATION OF ERNST & YOUNG LLP AS For No Management THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 ADVISORY (NON-BINDING) VOTE ON THE For For Management COMPENSATION OF THE COMPANY'S EXECUTIVE OFFICERS. 5 ADJOURNMENT OF ANNUAL MEETING. For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO APPROVE THE AMENDMENT TO THE For No Management COMPANY'S AMENDED AND RESTATED REGULATIONS. 3 RATIFICATION OF ERNST & YOUNG LLP AS For No Management THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 ADVISORY (NON-BINDING) VOTE ON THE For For Management COMPENSATION OF THE COMPANY'S EXECUTIVE OFFICERS. 5 ADJOURNMENT OF ANNUAL MEETING. For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO APPROVE THE AMENDMENT TO THE For No Management COMPANY'S AMENDED AND RESTATED REGULATIONS. 3 RATIFICATION OF ERNST & YOUNG LLP AS For No Management THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 ADVISORY (NON-BINDING) VOTE ON THE For For Management COMPENSATION OF THE COMPANY'S EXECUTIVE OFFICERS. 5 ADJOURNMENT OF ANNUAL MEETING. For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO APPROVE THE AMENDMENT TO THE For No Management COMPANY'S AMENDED AND RESTATED REGULATIONS. 3 RATIFICATION OF ERNST & YOUNG LLP AS For No Management THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 ADVISORY (NON-BINDING) VOTE ON THE For For Management COMPENSATION OF THE COMPANY'S EXECUTIVE OFFICERS. 5 ADJOURNMENT OF ANNUAL MEETING. For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO APPROVE THE AMENDMENT TO THE For No Management COMPANY'S AMENDED AND RESTATED REGULATIONS. 3 RATIFICATION OF ERNST & YOUNG LLP AS For No Management THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 ADVISORY (NON-BINDING) VOTE ON THE For For Management COMPENSATION OF THE COMPANY'S EXECUTIVE OFFICERS. 5 ADJOURNMENT OF ANNUAL MEETING. For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO APPROVE THE AMENDMENT TO THE For No Management COMPANY'S AMENDED AND RESTATED REGULATIONS. 3 RATIFICATION OF ERNST & YOUNG LLP AS For No Management THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 ADVISORY (NON-BINDING) VOTE ON THE For For Management COMPENSATION OF THE COMPANY'S EXECUTIVE OFFICERS. 5 ADJOURNMENT OF ANNUAL MEETING. For For Management -------------------------------------------------------------------------------- FIRST HORIZON NATIONAL CORPORATION Ticker: FHN Security ID: 320517105 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A ELECTION OF DIRECTOR: ROBERT B. CARTER For No Management 1B ELECTION OF DIRECTOR: JOHN C. COMPTON For For Management 1C ELECTION OF DIRECTOR: MARK A. EMKES For For Management 1D ELECTION OF DIRECTOR: CORYDON J. For For Management GILCHRIST 1E ELECTION OF DIRECTOR: VICKY B. GREGG For For Management 1F ELECTION OF DIRECTOR: D. BRYAN JORDAN For For Management 1G ELECTION OF DIRECTOR: R. BRAD MARTIN For For Management 1H ELECTION OF DIRECTOR: SCOTT M. For For Management NISWONGER 1I ELECTION OF DIRECTOR: VICKI R. PALMER For For Management 1J ELECTION OF DIRECTOR: COLIN V. REED For For Management 1K ELECTION OF DIRECTOR: CECELIA D. For For Management STEWART 1L ELECTION OF DIRECTOR: LUKE YANCY III For For Management 2 APPROVAL OF AN ADVISORY RESOLUTION TO For For Management APPROVE EXECUTIVE COMPENSATION. 3 RATIFICATION OF APPOINTMENT OF KPMG For No Management LLP AS AUDITORS. 1A ELECTION OF DIRECTOR: ROBERT B. CARTER For No Management 1B ELECTION OF DIRECTOR: JOHN C. COMPTON For For Management 1C ELECTION OF DIRECTOR: MARK A. EMKES For For Management 1D ELECTION OF DIRECTOR: CORYDON J. For For Management GILCHRIST 1E ELECTION OF DIRECTOR: VICKY B. GREGG For For Management 1F ELECTION OF DIRECTOR: D. BRYAN JORDAN For For Management 1G ELECTION OF DIRECTOR: R. BRAD MARTIN For For Management 1H ELECTION OF DIRECTOR: SCOTT M. For For Management NISWONGER 1I ELECTION OF DIRECTOR: VICKI R. PALMER For For Management 1J ELECTION OF DIRECTOR: COLIN V. REED For For Management 1K ELECTION OF DIRECTOR: CECELIA D. For For Management STEWART 1L ELECTION OF DIRECTOR: LUKE YANCY III For For Management 2 APPROVAL OF AN ADVISORY RESOLUTION TO For For Management APPROVE EXECUTIVE COMPENSATION. 3 RATIFICATION OF APPOINTMENT OF KPMG For No Management LLP AS AUDITORS. 1A ELECTION OF DIRECTOR: ROBERT B. CARTER For No Management 1B ELECTION OF DIRECTOR: JOHN C. COMPTON For For Management 1C ELECTION OF DIRECTOR: MARK A. EMKES For For Management 1D ELECTION OF DIRECTOR: CORYDON J. For For Management GILCHRIST 1E ELECTION OF DIRECTOR: VICKY B. GREGG For For Management 1F ELECTION OF DIRECTOR: D. BRYAN JORDAN For For Management 1G ELECTION OF DIRECTOR: R. BRAD MARTIN For For Management 1H ELECTION OF DIRECTOR: SCOTT M. For For Management NISWONGER 1I ELECTION OF DIRECTOR: VICKI R. PALMER For For Management 1J ELECTION OF DIRECTOR: COLIN V. REED For For Management 1K ELECTION OF DIRECTOR: CECELIA D. For For Management STEWART 1L ELECTION OF DIRECTOR: LUKE YANCY III For For Management 2 APPROVAL OF AN ADVISORY RESOLUTION TO For For Management APPROVE EXECUTIVE COMPENSATION. 3 RATIFICATION OF APPOINTMENT OF KPMG For No Management LLP AS AUDITORS. 1A ELECTION OF DIRECTOR: ROBERT B. CARTER For No Management 1B ELECTION OF DIRECTOR: JOHN C. COMPTON For For Management 1C ELECTION OF DIRECTOR: MARK A. EMKES For For Management 1D ELECTION OF DIRECTOR: CORYDON J. For For Management GILCHRIST 1E ELECTION OF DIRECTOR: VICKY B. GREGG For For Management 1F ELECTION OF DIRECTOR: D. BRYAN JORDAN For For Management 1G ELECTION OF DIRECTOR: R. BRAD MARTIN For For Management 1H ELECTION OF DIRECTOR: SCOTT M. For For Management NISWONGER 1I ELECTION OF DIRECTOR: VICKI R. PALMER For For Management 1J ELECTION OF DIRECTOR: COLIN V. REED For For Management 1K ELECTION OF DIRECTOR: CECELIA D. For For Management STEWART 1L ELECTION OF DIRECTOR: LUKE YANCY III For For Management 2 APPROVAL OF AN ADVISORY RESOLUTION TO For For Management APPROVE EXECUTIVE COMPENSATION. 3 RATIFICATION OF APPOINTMENT OF KPMG For No Management LLP AS AUDITORS. -------------------------------------------------------------------------------- FIRST NBC BANK HOLDING COMPANY Ticker: FNBC Security ID: 32115D106 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: WILLIAM D. For For Management AARON, JR. 1B. ELECTION OF DIRECTOR: WILLIAM M. For For Management CARROUCHE 1C. ELECTION OF DIRECTOR: LEANDER J. For No Management FOLEY, III 1D. ELECTION OF DIRECTOR: JOHN F. FRENCH For For Management 1E. ELECTION OF DIRECTOR: LEON L. GIORGIO, For For Management JR. 1F. ELECTION OF DIRECTOR: SHIVAN GOVINDAN For For Management 1G. ELECTION OF DIRECTOR: L. BLAKE JONES For For Management 1H. ELECTION OF DIRECTOR: LOUIS V. For For Management LAURICELLA 1I. ELECTION OF DIRECTOR: MARK G. MERLO For For Management 1J. ELECTION OF DIRECTOR: ASHTON J. RYAN, For For Management JR. 1K. ELECTION OF DIRECTOR: DR. CHARLES C. For For Management TEAMER 1L. ELECTION OF DIRECTOR: JOSEPH F. TOOMY For For Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: WILLIAM D. For For Management AARON, JR. 1B. ELECTION OF DIRECTOR: WILLIAM M. For For Management CARROUCHE 1C. ELECTION OF DIRECTOR: LEANDER J. For No Management FOLEY, III 1D. ELECTION OF DIRECTOR: JOHN F. FRENCH For For Management 1E. ELECTION OF DIRECTOR: LEON L. GIORGIO, For For Management JR. 1F. ELECTION OF DIRECTOR: SHIVAN GOVINDAN For For Management 1G. ELECTION OF DIRECTOR: L. BLAKE JONES For For Management 1H. ELECTION OF DIRECTOR: LOUIS V. For For Management LAURICELLA 1I. ELECTION OF DIRECTOR: MARK G. MERLO For For Management 1J. ELECTION OF DIRECTOR: ASHTON J. RYAN, For For Management JR. 1K. ELECTION OF DIRECTOR: DR. CHARLES C. For For Management TEAMER 1L. ELECTION OF DIRECTOR: JOSEPH F. TOOMY For For Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: WILLIAM D. For For Management AARON, JR. 1B. ELECTION OF DIRECTOR: WILLIAM M. For For Management CARROUCHE 1C. ELECTION OF DIRECTOR: LEANDER J. For No Management FOLEY, III 1D. ELECTION OF DIRECTOR: JOHN F. FRENCH For For Management 1E. ELECTION OF DIRECTOR: LEON L. GIORGIO, For For Management JR. 1F. ELECTION OF DIRECTOR: SHIVAN GOVINDAN For For Management 1G. ELECTION OF DIRECTOR: L. BLAKE JONES For For Management 1H. ELECTION OF DIRECTOR: LOUIS V. For For Management LAURICELLA 1I. ELECTION OF DIRECTOR: MARK G. MERLO For For Management 1J. ELECTION OF DIRECTOR: ASHTON J. RYAN, For For Management JR. 1K. ELECTION OF DIRECTOR: DR. CHARLES C. For For Management TEAMER 1L. ELECTION OF DIRECTOR: JOSEPH F. TOOMY For For Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: WILLIAM D. For For Management AARON, JR. 1B. ELECTION OF DIRECTOR: WILLIAM M. For For Management CARROUCHE 1C. ELECTION OF DIRECTOR: LEANDER J. For No Management FOLEY, III 1D. ELECTION OF DIRECTOR: JOHN F. FRENCH For For Management 1E. ELECTION OF DIRECTOR: LEON L. GIORGIO, For For Management JR. 1F. ELECTION OF DIRECTOR: SHIVAN GOVINDAN For For Management 1G. ELECTION OF DIRECTOR: L. BLAKE JONES For For Management 1H. ELECTION OF DIRECTOR: LOUIS V. For For Management LAURICELLA 1I. ELECTION OF DIRECTOR: MARK G. MERLO For For Management 1J. ELECTION OF DIRECTOR: ASHTON J. RYAN, For For Management JR. 1K. ELECTION OF DIRECTOR: DR. CHARLES C. For For Management TEAMER 1L. ELECTION OF DIRECTOR: JOSEPH F. TOOMY For For Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: WILLIAM D. For For Management AARON, JR. 1B. ELECTION OF DIRECTOR: WILLIAM M. For For Management CARROUCHE 1C. ELECTION OF DIRECTOR: LEANDER J. For No Management FOLEY, III 1D. ELECTION OF DIRECTOR: JOHN F. FRENCH For For Management 1E. ELECTION OF DIRECTOR: LEON L. GIORGIO, For For Management JR. 1F. ELECTION OF DIRECTOR: SHIVAN GOVINDAN For For Management 1G. ELECTION OF DIRECTOR: L. BLAKE JONES For For Management 1H. ELECTION OF DIRECTOR: LOUIS V. For For Management LAURICELLA 1I. ELECTION OF DIRECTOR: MARK G. MERLO For For Management 1J. ELECTION OF DIRECTOR: ASHTON J. RYAN, For For Management JR. 1K. ELECTION OF DIRECTOR: DR. CHARLES C. For For Management TEAMER 1L. ELECTION OF DIRECTOR: JOSEPH F. TOOMY For For Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: WILLIAM D. For For Management AARON, JR. 1B. ELECTION OF DIRECTOR: WILLIAM M. For For Management CARROUCHE 1C. ELECTION OF DIRECTOR: LEANDER J. For No Management FOLEY, III 1D. ELECTION OF DIRECTOR: JOHN F. FRENCH For For Management 1E. ELECTION OF DIRECTOR: LEON L. GIORGIO, For For Management JR. 1F. ELECTION OF DIRECTOR: SHIVAN GOVINDAN For For Management 1G. ELECTION OF DIRECTOR: L. BLAKE JONES For For Management 1H. ELECTION OF DIRECTOR: LOUIS V. For For Management LAURICELLA 1I. ELECTION OF DIRECTOR: MARK G. MERLO For For Management 1J. ELECTION OF DIRECTOR: ASHTON J. RYAN, For For Management JR. 1K. ELECTION OF DIRECTOR: DR. CHARLES C. For For Management TEAMER 1L. ELECTION OF DIRECTOR: JOSEPH F. TOOMY For For Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. -------------------------------------------------------------------------------- FLIR SYSTEMS, INC. Ticker: FLIR Security ID: 302445101 Meeting Date: APR 24, 2015 Meeting Type: Annual Record Date: FEB 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William W. Crouch For For Management 1.2 Elect Director Catherine A. Halligan For For Management 1.3 Elect Director Earl R. Lewis For For Management 1.4 Elect Director Angus L. Macdonald For For Management 1.5 Elect Director Cathy A. Stauffer For For Management 1.6 Elect Director Andrew C. Teich For For Management 1.7 Elect Director Steven E. Wynne For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Eliminate Supermajority Vote Against For Shareholder Requirement -------------------------------------------------------------------------------- FLUOR CORPORATION Ticker: FLR Security ID: 343412102 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: MAR 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT For No Management 1C. ELECTION OF DIRECTOR: ROSEMARY T. For For Management BERKERY 1D. ELECTION OF DIRECTOR: PETER J. FLUOR For No Management 1E. ELECTION OF DIRECTOR: DEBORAH D. For For Management MCWHINNEY 1F. ELECTION OF DIRECTOR: ARMANDO J. For For Management OLIVERA 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER For For Management 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE For For Management 1I. ELECTION OF DIRECTOR: DAVID T. SEATON For For Management 1J. ELECTION OF DIRECTOR: NADER H. SULTAN For For Management 1K. ELECTION OF DIRECTOR: LYNN C. SWANN For For Management 2 AN ADVISORY VOTE TO APPROVE THE For For Management COMPANY'S EXECUTIVE COMPENSATION 3 THE RATIFICATION OF THE APPOINTMENT BY For No Management OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4 A STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF POLITICAL CONTRIBUTIONS -------------------------------------------------------------------------------- FLUOR CORPORATION Ticker: FLR Security ID: 343412102 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: MAR 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A Elect Director Peter K. Barker For For Management 1B Elect Director Alan M. Bennett For For Management 1C Elect Director Rosemary T. Berkery For For Management 1D Elect Director Peter J. Fluor For For Management 1E Elect Director Deborah D. McWhinney For For Management 1F Elect Director Armando J. Olivera For For Management 1G Elect Director Joseph W. Prueher For For Management 1H Elect Director Matthew K. Rose For For Management 1I Elect Director David T. Seaton For For Management 1J Elect Director Nader H. Sultan For For Management 1K Elect Director Lynn C. Swann For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Report on Political Contributions Against Against Shareholder -------------------------------------------------------------------------------- FLUSHING FINANCIAL CORPORATION Ticker: FFIC Security ID: 343873105 Meeting Date: MAY 19, 2015 Meeting Type: Annual Record Date: MAR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF CLASS B DIRECTOR: STEVEN J. For For Management D'IORIO 1B. ELECTION OF CLASS B DIRECTOR: LOUIS C. For No Management GRASSI 1C. ELECTION OF CLASS B DIRECTOR: SAM S. For For Management HAN 1D. ELECTION OF CLASS B DIRECTOR: JOHN E. For For Management ROE, SR. 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION. 3 RATIFICATION OF APPOINTMENT OF BDO For No Management USA, LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF CLASS B DIRECTOR: STEVEN J. For For Management D'IORIO 1B. ELECTION OF CLASS B DIRECTOR: LOUIS C. For No Management GRASSI 1C. ELECTION OF CLASS B DIRECTOR: SAM S. For For Management HAN 1D. ELECTION OF CLASS B DIRECTOR: JOHN E. For For Management ROE, SR. 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION. 3 RATIFICATION OF APPOINTMENT OF BDO For No Management USA, LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF CLASS B DIRECTOR: STEVEN J. For For Management D'IORIO 1B. ELECTION OF CLASS B DIRECTOR: LOUIS C. For No Management GRASSI 1C. ELECTION OF CLASS B DIRECTOR: SAM S. For For Management HAN 1D. ELECTION OF CLASS B DIRECTOR: JOHN E. For For Management ROE, SR. 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION. 3 RATIFICATION OF APPOINTMENT OF BDO For No Management USA, LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF CLASS B DIRECTOR: STEVEN J. For For Management D'IORIO 1B. ELECTION OF CLASS B DIRECTOR: LOUIS C. For No Management GRASSI 1C. ELECTION OF CLASS B DIRECTOR: SAM S. For For Management HAN 1D. ELECTION OF CLASS B DIRECTOR: JOHN E. For For Management ROE, SR. 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION. 3 RATIFICATION OF APPOINTMENT OF BDO For No Management USA, LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF CLASS B DIRECTOR: STEVEN J. For For Management D'IORIO 1B. ELECTION OF CLASS B DIRECTOR: LOUIS C. For No Management GRASSI 1C. ELECTION OF CLASS B DIRECTOR: SAM S. For For Management HAN 1D. ELECTION OF CLASS B DIRECTOR: JOHN E. For For Management ROE, SR. 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION. 3 RATIFICATION OF APPOINTMENT OF BDO For No Management USA, LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. -------------------------------------------------------------------------------- FORD MOTOR COMPANY Ticker: F Security ID: 345370860 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: STEPHEN G. BUTLER For For Management 1B. ELECTION OF DIRECTOR: KIMBERLY A. For For Management CASIANO 1C. ELECTION OF DIRECTOR: ANTHONY F. For No Management EARLEY, JR. 1D. ELECTION OF DIRECTOR: MARK FIELDS For For Management 1E. ELECTION OF DIRECTOR: EDSEL B. FORD II For No Management 1F. ELECTION OF DIRECTOR: WILLIAM CLAY For For Management FORD, JR. 1G. ELECTION OF DIRECTOR: JAMES P. HACKETT For For Management 1H. ELECTION OF DIRECTOR: JAMES H. HANCE, For No Management JR. 1I. ELECTION OF DIRECTOR: WILLIAM W. For For Management HELMAN IV 1J. ELECTION OF DIRECTOR: JON M. HUNTSMAN, For No Management JR. 1K. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1L. ELECTION OF DIRECTOR: JOHN C. For No Management LECHLEITER 1M. ELECTION OF DIRECTOR: ELLEN R. MARRAM For No Management 1N. ELECTION OF DIRECTOR: GERALD L. SHAHEEN For No Management 1O. ELECTION OF DIRECTOR: JOHN L. THORNTON For No Management 2 RATIFICATION OF SELECTION OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 SAY ON PAY - AN ADVISORY VOTE TO For For Management APPROVE THE COMPENSATION OF THE NAMED EXECUTIVES. 4 RELATING TO CONSIDERATION OF A No For Management RECAPITALIZATION PLAN TO PROVIDE THAT ALL OF THE COMPANY'S OUTSTANDING STOCK HAVE ONE VOTE PER SHARE. 5 RELATING TO ALLOWING HOLDERS OF 20% OF No For Management OUTSTANDING COMMON STOCK TO CALL SPECIAL MEETINGS OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: STEPHEN G. BUTLER For For Management 1B. ELECTION OF DIRECTOR: KIMBERLY A. For For Management CASIANO 1C. ELECTION OF DIRECTOR: ANTHONY F. For No Management EARLEY, JR. 1D. ELECTION OF DIRECTOR: MARK FIELDS For For Management 1E. ELECTION OF DIRECTOR: EDSEL B. FORD II For No Management 1F. ELECTION OF DIRECTOR: WILLIAM CLAY For For Management FORD, JR. 1G. ELECTION OF DIRECTOR: JAMES P. HACKETT For For Management 1H. ELECTION OF DIRECTOR: JAMES H. HANCE, For No Management JR. 1I. ELECTION OF DIRECTOR: WILLIAM W. For For Management HELMAN IV 1J. ELECTION OF DIRECTOR: JON M. HUNTSMAN, For No Management JR. 1K. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1L. ELECTION OF DIRECTOR: JOHN C. For No Management LECHLEITER 1M. ELECTION OF DIRECTOR: ELLEN R. MARRAM For No Management 1N. ELECTION OF DIRECTOR: GERALD L. SHAHEEN For No Management 1O. ELECTION OF DIRECTOR: JOHN L. THORNTON For No Management 2 RATIFICATION OF SELECTION OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 SAY ON PAY - AN ADVISORY VOTE TO For For Management APPROVE THE COMPENSATION OF THE NAMED EXECUTIVES. 4 RELATING TO CONSIDERATION OF A No For Management RECAPITALIZATION PLAN TO PROVIDE THAT ALL OF THE COMPANY'S OUTSTANDING STOCK HAVE ONE VOTE PER SHARE. 5 RELATING TO ALLOWING HOLDERS OF 20% OF No For Management OUTSTANDING COMMON STOCK TO CALL SPECIAL MEETINGS OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: STEPHEN G. BUTLER For For Management 1B. ELECTION OF DIRECTOR: KIMBERLY A. For For Management CASIANO 1C. ELECTION OF DIRECTOR: ANTHONY F. For No Management EARLEY, JR. 1D. ELECTION OF DIRECTOR: MARK FIELDS For For Management 1E. ELECTION OF DIRECTOR: EDSEL B. FORD II For No Management 1F. ELECTION OF DIRECTOR: WILLIAM CLAY For For Management FORD, JR. 1G. ELECTION OF DIRECTOR: JAMES P. HACKETT For For Management 1H. ELECTION OF DIRECTOR: JAMES H. HANCE, For No Management JR. 1I. ELECTION OF DIRECTOR: WILLIAM W. For For Management HELMAN IV 1J. ELECTION OF DIRECTOR: JON M. HUNTSMAN, For No Management JR. 1K. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1L. ELECTION OF DIRECTOR: JOHN C. For No Management LECHLEITER 1M. ELECTION OF DIRECTOR: ELLEN R. MARRAM For No Management 1N. ELECTION OF DIRECTOR: GERALD L. SHAHEEN For No Management 1O. ELECTION OF DIRECTOR: JOHN L. THORNTON For No Management 2 RATIFICATION OF SELECTION OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 SAY ON PAY - AN ADVISORY VOTE TO For For Management APPROVE THE COMPENSATION OF THE NAMED EXECUTIVES. 4 RELATING TO CONSIDERATION OF A No For Management RECAPITALIZATION PLAN TO PROVIDE THAT ALL OF THE COMPANY'S OUTSTANDING STOCK HAVE ONE VOTE PER SHARE. 5 RELATING TO ALLOWING HOLDERS OF 20% OF No For Management OUTSTANDING COMMON STOCK TO CALL SPECIAL MEETINGS OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: STEPHEN G. BUTLER For For Management 1B. ELECTION OF DIRECTOR: KIMBERLY A. For For Management CASIANO 1C. ELECTION OF DIRECTOR: ANTHONY F. For No Management EARLEY, JR. 1D. ELECTION OF DIRECTOR: MARK FIELDS For For Management 1E. ELECTION OF DIRECTOR: EDSEL B. FORD II For No Management 1F. ELECTION OF DIRECTOR: WILLIAM CLAY For For Management FORD, JR. 1G. ELECTION OF DIRECTOR: JAMES P. HACKETT For For Management 1H. ELECTION OF DIRECTOR: JAMES H. HANCE, For No Management JR. 1I. ELECTION OF DIRECTOR: WILLIAM W. For For Management HELMAN IV 1J. ELECTION OF DIRECTOR: JON M. HUNTSMAN, For No Management JR. 1K. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1L. ELECTION OF DIRECTOR: JOHN C. For No Management LECHLEITER 1M. ELECTION OF DIRECTOR: ELLEN R. MARRAM For No Management 1N. ELECTION OF DIRECTOR: GERALD L. SHAHEEN For No Management 1O. ELECTION OF DIRECTOR: JOHN L. THORNTON For No Management 2 RATIFICATION OF SELECTION OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 SAY ON PAY - AN ADVISORY VOTE TO For For Management APPROVE THE COMPENSATION OF THE NAMED EXECUTIVES. 4 RELATING TO CONSIDERATION OF A No For Management RECAPITALIZATION PLAN TO PROVIDE THAT ALL OF THE COMPANY'S OUTSTANDING STOCK HAVE ONE VOTE PER SHARE. 5 RELATING TO ALLOWING HOLDERS OF 20% OF No For Management OUTSTANDING COMMON STOCK TO CALL SPECIAL MEETINGS OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: STEPHEN G. BUTLER For For Management 1B. ELECTION OF DIRECTOR: KIMBERLY A. For For Management CASIANO 1C. ELECTION OF DIRECTOR: ANTHONY F. For No Management EARLEY, JR. 1D. ELECTION OF DIRECTOR: MARK FIELDS For For Management 1E. ELECTION OF DIRECTOR: EDSEL B. FORD II For No Management 1F. ELECTION OF DIRECTOR: WILLIAM CLAY For For Management FORD, JR. 1G. ELECTION OF DIRECTOR: JAMES P. HACKETT For For Management 1H. ELECTION OF DIRECTOR: JAMES H. HANCE, For No Management JR. 1I. ELECTION OF DIRECTOR: WILLIAM W. For For Management HELMAN IV 1J. ELECTION OF DIRECTOR: JON M. HUNTSMAN, For No Management JR. 1K. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1L. ELECTION OF DIRECTOR: JOHN C. For No Management LECHLEITER 1M. ELECTION OF DIRECTOR: ELLEN R. MARRAM For No Management 1N. ELECTION OF DIRECTOR: GERALD L. SHAHEEN For No Management 1O. ELECTION OF DIRECTOR: JOHN L. THORNTON For No Management 2 RATIFICATION OF SELECTION OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 SAY ON PAY - AN ADVISORY VOTE TO For For Management APPROVE THE COMPENSATION OF THE NAMED EXECUTIVES. 4 RELATING TO CONSIDERATION OF A No For Management RECAPITALIZATION PLAN TO PROVIDE THAT ALL OF THE COMPANY'S OUTSTANDING STOCK HAVE ONE VOTE PER SHARE. 5 RELATING TO ALLOWING HOLDERS OF 20% OF No For Management OUTSTANDING COMMON STOCK TO CALL SPECIAL MEETINGS OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: STEPHEN G. BUTLER For For Management 1B. ELECTION OF DIRECTOR: KIMBERLY A. For For Management CASIANO 1C. ELECTION OF DIRECTOR: ANTHONY F. For No Management EARLEY, JR. 1D. ELECTION OF DIRECTOR: MARK FIELDS For For Management 1E. ELECTION OF DIRECTOR: EDSEL B. FORD II For No Management 1F. ELECTION OF DIRECTOR: WILLIAM CLAY For For Management FORD, JR. 1G. ELECTION OF DIRECTOR: JAMES P. HACKETT For For Management 1H. ELECTION OF DIRECTOR: JAMES H. HANCE, For No Management JR. 1I. ELECTION OF DIRECTOR: WILLIAM W. For For Management HELMAN IV 1J. ELECTION OF DIRECTOR: JON M. HUNTSMAN, For No Management JR. 1K. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1L. ELECTION OF DIRECTOR: JOHN C. For No Management LECHLEITER 1M. ELECTION OF DIRECTOR: ELLEN R. MARRAM For No Management 1N. ELECTION OF DIRECTOR: GERALD L. SHAHEEN For No Management 1O. ELECTION OF DIRECTOR: JOHN L. THORNTON For No Management 2 RATIFICATION OF SELECTION OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 SAY ON PAY - AN ADVISORY VOTE TO For For Management APPROVE THE COMPENSATION OF THE NAMED EXECUTIVES. 4 RELATING TO CONSIDERATION OF A No For Management RECAPITALIZATION PLAN TO PROVIDE THAT ALL OF THE COMPANY'S OUTSTANDING STOCK HAVE ONE VOTE PER SHARE. 5 RELATING TO ALLOWING HOLDERS OF 20% OF No For Management OUTSTANDING COMMON STOCK TO CALL SPECIAL MEETINGS OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: STEPHEN G. BUTLER For For Management 1B. ELECTION OF DIRECTOR: KIMBERLY A. For For Management CASIANO 1C. ELECTION OF DIRECTOR: ANTHONY F. For No Management EARLEY, JR. 1D. ELECTION OF DIRECTOR: MARK FIELDS For For Management 1E. ELECTION OF DIRECTOR: EDSEL B. FORD II For No Management 1F. ELECTION OF DIRECTOR: WILLIAM CLAY For For Management FORD, JR. 1G. ELECTION OF DIRECTOR: JAMES P. HACKETT For For Management 1H. ELECTION OF DIRECTOR: JAMES H. HANCE, For No Management JR. 1I. ELECTION OF DIRECTOR: WILLIAM W. For For Management HELMAN IV 1J. ELECTION OF DIRECTOR: JON M. HUNTSMAN, For No Management JR. 1K. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1L. ELECTION OF DIRECTOR: JOHN C. For No Management LECHLEITER 1M. ELECTION OF DIRECTOR: ELLEN R. MARRAM For No Management 1N. ELECTION OF DIRECTOR: GERALD L. SHAHEEN For No Management 1O. ELECTION OF DIRECTOR: JOHN L. THORNTON For No Management 2 RATIFICATION OF SELECTION OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 SAY ON PAY - AN ADVISORY VOTE TO For For Management APPROVE THE COMPENSATION OF THE NAMED EXECUTIVES. 4 RELATING TO CONSIDERATION OF A No For Management RECAPITALIZATION PLAN TO PROVIDE THAT ALL OF THE COMPANY'S OUTSTANDING STOCK HAVE ONE VOTE PER SHARE. 5 RELATING TO ALLOWING HOLDERS OF 20% OF No For Management OUTSTANDING COMMON STOCK TO CALL SPECIAL MEETINGS OF SHAREHOLDERS. -------------------------------------------------------------------------------- FORD MOTOR COMPANY Ticker: F Security ID: 345370860 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: STEPHEN G. BUTLER For For Management 1B. ELECTION OF DIRECTOR: KIMBERLY A. For For Management CASIANO 1C. ELECTION OF DIRECTOR: ANTHONY F. For For Management EARLEY, JR. 1D. ELECTION OF DIRECTOR: MARK FIELDS For For Management 1E. ELECTION OF DIRECTOR: EDSEL B. FORD II For Against Management 1F. ELECTION OF DIRECTOR: WILLIAM CLAY For For Management FORD, JR. 1G. ELECTION OF DIRECTOR: JAMES P. HACKETT For For Management 1H. ELECTION OF DIRECTOR: JAMES H. HANCE, For For Management JR. 1I. ELECTION OF DIRECTOR: WILLIAM W. For For Management HELMAN IV 1J. ELECTION OF DIRECTOR: JON M. HUNTSMAN, For For Management JR. 1K. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1L. ELECTION OF DIRECTOR: JOHN C. For For Management LECHLEITER 1M. ELECTION OF DIRECTOR: ELLEN R. MARRAM For For Management 1N. ELECTION OF DIRECTOR: GERALD L. SHAHEEN For Against Management 1O. ELECTION OF DIRECTOR: JOHN L. THORNTON For For Management 2. RATIFICATION OF SELECTION OF For For Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3. SAY ON PAY - AN ADVISORY VOTE TO For For Management APPROVE THE COMPENSATION OF THE NAMED EXECUTIVES. 4. RELATING TO CONSIDERATION OF A Against For Shareholder RECAPITALIZATION PLAN TO PROVIDE THAT ALL OF THE COMPANY'S OUTSTANDING STOCK HAVE ONE VOTE PER SHARE. 5. RELATING TO ALLOWING HOLDERS OF 20% OF Against For Shareholder OUTSTANDING COMMON STOCK TO CALL SPECIAL MEETINGS OF SHAREHOLDERS. -------------------------------------------------------------------------------- FORD MOTOR COMPANY Ticker: F Security ID: 345370860 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Stephen G. Butler For For Management 2 Elect Director Kimberly A. Casiano For For Management 3 Elect Director Anthony F. Earley, Jr. For For Management 4 Elect Director Mark Fields For For Management 5 Elect Director Edsel B. Ford II For For Management 6 Elect Director William Clay Ford, Jr. For For Management 7 Elect Director James P. Hackett For For Management 8 Elect Director James H. Hance, Jr. For For Management 9 Elect Director William W. Helman Iv For For Management 10 Elect Director Jon M. Huntsman, Jr. For For Management 11 Elect Director William E. Kennard For For Management 12 Elect Director John C. Lechleiter For For Management 13 Elect Director Ellen R. Marram For For Management 14 Elect Director Gerald L. Shaheen For For Management 15 Elect Director John L. Thornton For For Management 16 Ratify PricewaterhouseCoopers LLPas For For Management Auditors 17 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 18 Approve Recapitalization Plan for all Against For Shareholder Stock to Have One-vote per Share 19 Amend Bylaws to Call Special Meetings Against For Shareholder -------------------------------------------------------------------------------- FRANKLIN RESOURCES, INC. Ticker: BEN Security ID: 354613101 Meeting Date: MAR 11, 2015 Meeting Type: Annual Record Date: JAN 14, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For Take No Management action 1B. ELECTION OF DIRECTOR: MARIANN For Take No Management BYERWALTER action 1C. ELECTION OF DIRECTOR: CHARLES E. For Take No Management JOHNSON action 1D. ELECTION OF DIRECTOR: GREGORY E. For Take No Management JOHNSON action 1E. ELECTION OF DIRECTOR: RUPERT H. For Take No Management JOHNSON, JR. action 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For Take No Management action 1G. ELECTION OF DIRECTOR: CHUTTA For Take No Management RATNATHICAM action 1H. ELECTION OF DIRECTOR: LAURA STEIN For Take No Management action 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For Take No Management action 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For Take No Management action 2 TO RATIFY THE APPOINTMENT OF For Take No Management PRICEWATERHOUSECOOPERS LLP AS THE action COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For Take No Management TERMS OF THE PERFORMANCE GOALS action INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 1A. ELECTION OF DIRECTOR: PETER K. BARKER For For Management 1B. ELECTION OF DIRECTOR: MARIANN For For Management BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. For For Management JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. For For Management JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. For For Management JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT For For Management 1G. ELECTION OF DIRECTOR: CHUTTA For For Management RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN For For Management 1I. ELECTION OF DIRECTOR: SETH H. WAUGH For For Management 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG For For Management 2 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3 TO SUBMIT FOR RE-APPROVAL THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. -------------------------------------------------------------------------------- FREEPORT-MCMORAN INC. Ticker: FCX Security ID: 35671D857 Meeting Date: JUN 10, 2015 Meeting Type: Annual Record Date: APR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 REAPPROVAL OF THE MATERIAL TERMS OF For For Management THE SECTION 162(M) PERFORMANCE GOALS UNDER OUR AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. -------------------------------------------------------------------------------- FREEPORT-MCMORAN INC. Ticker: FCX Security ID: 35671D857 Meeting Date: JUN 10, 2015 Meeting Type: Annual Record Date: APR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard C. Adkerson For For Management 1.2 Elect Director Robert J. Allison, Jr. For For Management 1.3 Elect Director Alan R. Buckwalter, III For For Management 1.4 Elect Director Robert A. Day For For Management 1.5 Elect Director James C. Flores For For Management 1.6 Elect Director Gerald J. Ford For For Management 1.7 Elect Director Thomas A. Fry, III For For Management 1.8 Elect Director H. Devon Graham, Jr. For For Management 1.9 Elect Director Lydia H. Kennard For For Management 1.10 Elect Director Charles C. Krulak For For Management 1.11 Elect Director Bobby Lee Lackey For For Management 1.12 Elect Director Jon C. Madonna For For Management 1.13 Elect Director Dustan E. McCoy For For Management 1.14 Elect Director James R. Moffett For For Management 1.15 Elect Director Stephen H. Siegele For For Management 1.16 Elect Director Frances Fragos Townsend For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Amend Omnibus Stock Plan For For Management 5 Adopt Proxy Access Right Against For Shareholder -------------------------------------------------------------------------------- G-III APPAREL GROUP, LTD. Ticker: GIII Security ID: 36237H101 Meeting Date: JUN 30, 2015 Meeting Type: Annual Record Date: MAY 26, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 PROPOSAL TO APPROVE OUR 2015 LONG-TERM For For Management INCENTIVE PLAN. 3 PROPOSAL TO APPROVE AN AMENDMENT TO For No Management OUR CERTIFICATE OF INCORPORATION THAT WILL INCREASE THE NUMBER OF AUTHORIZED SHARES OF OUR COMMON STOCK FROM 80,000,000 SHARES TO 120,000,000 SHARES. 4 ADVISORY VOTE TO APPROVE THE For No Management COMPENSATION OF NAMED EXECUTIVE OFFICERS. 5 PROPOSAL TO RATIFY THE APPOINTMENT OF For No Management ERNST & YOUNG LLP. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 PROPOSAL TO APPROVE OUR 2015 LONG-TERM For For Management INCENTIVE PLAN. 3 PROPOSAL TO APPROVE AN AMENDMENT TO For No Management OUR CERTIFICATE OF INCORPORATION THAT WILL INCREASE THE NUMBER OF AUTHORIZED SHARES OF OUR COMMON STOCK FROM 80,000,000 SHARES TO 120,000,000 SHARES. 4 ADVISORY VOTE TO APPROVE THE For No Management COMPENSATION OF NAMED EXECUTIVE OFFICERS. 5 PROPOSAL TO RATIFY THE APPOINTMENT OF For No Management ERNST & YOUNG LLP. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 PROPOSAL TO APPROVE OUR 2015 LONG-TERM For For Management INCENTIVE PLAN. 3 PROPOSAL TO APPROVE AN AMENDMENT TO For No Management OUR CERTIFICATE OF INCORPORATION THAT WILL INCREASE THE NUMBER OF AUTHORIZED SHARES OF OUR COMMON STOCK FROM 80,000,000 SHARES TO 120,000,000 SHARES. 4 ADVISORY VOTE TO APPROVE THE For No Management COMPENSATION OF NAMED EXECUTIVE OFFICERS. 5 PROPOSAL TO RATIFY THE APPOINTMENT OF For No Management ERNST & YOUNG LLP. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 PROPOSAL TO APPROVE OUR 2015 LONG-TERM For For Management INCENTIVE PLAN. 3 PROPOSAL TO APPROVE AN AMENDMENT TO For No Management OUR CERTIFICATE OF INCORPORATION THAT WILL INCREASE THE NUMBER OF AUTHORIZED SHARES OF OUR COMMON STOCK FROM 80,000,000 SHARES TO 120,000,000 SHARES. 4 ADVISORY VOTE TO APPROVE THE For No Management COMPENSATION OF NAMED EXECUTIVE OFFICERS. 5 PROPOSAL TO RATIFY THE APPOINTMENT OF For No Management ERNST & YOUNG LLP. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 PROPOSAL TO APPROVE OUR 2015 LONG-TERM For For Management INCENTIVE PLAN. 3 PROPOSAL TO APPROVE AN AMENDMENT TO For No Management OUR CERTIFICATE OF INCORPORATION THAT WILL INCREASE THE NUMBER OF AUTHORIZED SHARES OF OUR COMMON STOCK FROM 80,000,000 SHARES TO 120,000,000 SHARES. 4 ADVISORY VOTE TO APPROVE THE For No Management COMPENSATION OF NAMED EXECUTIVE OFFICERS. 5 PROPOSAL TO RATIFY THE APPOINTMENT OF For No Management ERNST & YOUNG LLP. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 PROPOSAL TO APPROVE OUR 2015 LONG-TERM For For Management INCENTIVE PLAN. 3 PROPOSAL TO APPROVE AN AMENDMENT TO For No Management OUR CERTIFICATE OF INCORPORATION THAT WILL INCREASE THE NUMBER OF AUTHORIZED SHARES OF OUR COMMON STOCK FROM 80,000,000 SHARES TO 120,000,000 SHARES. 4 ADVISORY VOTE TO APPROVE THE For No Management COMPENSATION OF NAMED EXECUTIVE OFFICERS. 5 PROPOSAL TO RATIFY THE APPOINTMENT OF For No Management ERNST & YOUNG LLP. -------------------------------------------------------------------------------- GAMESTOP CORP. Ticker: GME Security ID: 36467W109 Meeting Date: JUN 23, 2015 Meeting Type: Annual Record Date: MAY 01, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.7 RE-ELECTION OF DIRECTOR: LAWRENCE S. For For Management ZILAVY 2 TO VOTE FOR AND APPROVE, ON A For For Management NON-BINDING, ADVISORY BASIS, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS OF THE COMPANY. 3 TO RATIFY THE APPOINTMENT OF DELOITTE For For Management & TOUCHE LLP AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR THE COMPANY'S FISCAL YEAR ENDING JANUARY 30, 2016. 1.6 RE-ELECTION OF DIRECTOR: KATHY P. For For Management VRABECK 1.1 RE-ELECTION OF DIRECTOR: DANIEL A. For For Management DEMATTEO 1.2 RE-ELECTION OF DIRECTOR: THOMAS N. For For Management KELLY JR. 1.3 RE-ELECTION OF DIRECTOR: SHANE S. KIM For For Management 1.4 RE-ELECTION OF DIRECTOR: J. PAUL RAINES For For Management 1.5 RE-ELECTION OF DIRECTOR: GERALD R. For For Management SZCZEPANSKI 1.7 RE-ELECTION OF DIRECTOR: LAWRENCE S. For For Management ZILAVY 2 TO VOTE FOR AND APPROVE, ON A For For Management NON-BINDING, ADVISORY BASIS, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS OF THE COMPANY. 3 TO RATIFY THE APPOINTMENT OF DELOITTE For For Management & TOUCHE LLP AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR THE COMPANY'S FISCAL YEAR ENDING JANUARY 30, 2016. 1.6 RE-ELECTION OF DIRECTOR: KATHY P. For For Management VRABECK 1.1 RE-ELECTION OF DIRECTOR: DANIEL A. For For Management DEMATTEO 1.2 RE-ELECTION OF DIRECTOR: THOMAS N. For For Management KELLY JR. 1.3 RE-ELECTION OF DIRECTOR: SHANE S. KIM For For Management 1.4 RE-ELECTION OF DIRECTOR: J. PAUL RAINES For For Management 1.5 RE-ELECTION OF DIRECTOR: GERALD R. For For Management SZCZEPANSKI 1.7 RE-ELECTION OF DIRECTOR: LAWRENCE S. For For Management ZILAVY 2 TO VOTE FOR AND APPROVE, ON A For For Management NON-BINDING, ADVISORY BASIS, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS OF THE COMPANY. 3 TO RATIFY THE APPOINTMENT OF DELOITTE For For Management & TOUCHE LLP AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR THE COMPANY'S FISCAL YEAR ENDING JANUARY 30, 2016. 1.6 RE-ELECTION OF DIRECTOR: KATHY P. For For Management VRABECK 1.1 RE-ELECTION OF DIRECTOR: DANIEL A. For For Management DEMATTEO 1.2 RE-ELECTION OF DIRECTOR: THOMAS N. For For Management KELLY JR. 1.3 RE-ELECTION OF DIRECTOR: SHANE S. KIM For For Management 1.4 RE-ELECTION OF DIRECTOR: J. PAUL RAINES For For Management 1.5 RE-ELECTION OF DIRECTOR: GERALD R. For For Management SZCZEPANSKI 1.7 RE-ELECTION OF DIRECTOR: LAWRENCE S. For For Management ZILAVY 2 TO VOTE FOR AND APPROVE, ON A For For Management NON-BINDING, ADVISORY BASIS, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS OF THE COMPANY. 3 TO RATIFY THE APPOINTMENT OF DELOITTE For For Management & TOUCHE LLP AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR THE COMPANY'S FISCAL YEAR ENDING JANUARY 30, 2016. 1.6 RE-ELECTION OF DIRECTOR: KATHY P. For For Management VRABECK 1.1 RE-ELECTION OF DIRECTOR: DANIEL A. For For Management DEMATTEO 1.2 RE-ELECTION OF DIRECTOR: THOMAS N. For For Management KELLY JR. 1.3 RE-ELECTION OF DIRECTOR: SHANE S. KIM For For Management 1.4 RE-ELECTION OF DIRECTOR: J. PAUL RAINES For For Management 1.5 RE-ELECTION OF DIRECTOR: GERALD R. For For Management SZCZEPANSKI 1.7 RE-ELECTION OF DIRECTOR: LAWRENCE S. For For Management ZILAVY 2 TO VOTE FOR AND APPROVE, ON A For For Management NON-BINDING, ADVISORY BASIS, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS OF THE COMPANY. 3 TO RATIFY THE APPOINTMENT OF DELOITTE For For Management & TOUCHE LLP AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR THE COMPANY'S FISCAL YEAR ENDING JANUARY 30, 2016. 1.6 RE-ELECTION OF DIRECTOR: KATHY P. For For Management VRABECK 1.1 RE-ELECTION OF DIRECTOR: DANIEL A. For For Management DEMATTEO 1.2 RE-ELECTION OF DIRECTOR: THOMAS N. For For Management KELLY JR. 1.3 RE-ELECTION OF DIRECTOR: SHANE S. KIM For For Management 1.4 RE-ELECTION OF DIRECTOR: J. PAUL RAINES For For Management 1.5 RE-ELECTION OF DIRECTOR: GERALD R. For For Management SZCZEPANSKI 1.7 RE-ELECTION OF DIRECTOR: LAWRENCE S. For For Management ZILAVY 2 TO VOTE FOR AND APPROVE, ON A For For Management NON-BINDING, ADVISORY BASIS, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS OF THE COMPANY. 3 TO RATIFY THE APPOINTMENT OF DELOITTE For For Management & TOUCHE LLP AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR THE COMPANY'S FISCAL YEAR ENDING JANUARY 30, 2016. 1.6 RE-ELECTION OF DIRECTOR: KATHY P. For For Management VRABECK 1.1 RE-ELECTION OF DIRECTOR: DANIEL A. For For Management DEMATTEO 1.2 RE-ELECTION OF DIRECTOR: THOMAS N. For For Management KELLY JR. 1.3 RE-ELECTION OF DIRECTOR: SHANE S. KIM For For Management 1.4 RE-ELECTION OF DIRECTOR: J. PAUL RAINES For For Management 1.5 RE-ELECTION OF DIRECTOR: GERALD R. For For Management SZCZEPANSKI 1.7 RE-ELECTION OF DIRECTOR: LAWRENCE S. For For Management ZILAVY 2 TO VOTE FOR AND APPROVE, ON A For For Management NON-BINDING, ADVISORY BASIS, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS OF THE COMPANY. 3 TO RATIFY THE APPOINTMENT OF DELOITTE For For Management & TOUCHE LLP AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR THE COMPANY'S FISCAL YEAR ENDING JANUARY 30, 2016. 1.6 RE-ELECTION OF DIRECTOR: KATHY P. For For Management VRABECK 1.1 RE-ELECTION OF DIRECTOR: DANIEL A. For For Management DEMATTEO 1.2 RE-ELECTION OF DIRECTOR: THOMAS N. For For Management KELLY JR. 1.3 RE-ELECTION OF DIRECTOR: SHANE S. KIM For For Management 1.4 RE-ELECTION OF DIRECTOR: J. PAUL RAINES For For Management 1.5 RE-ELECTION OF DIRECTOR: GERALD R. For For Management SZCZEPANSKI -------------------------------------------------------------------------------- GANNETT CO., INC. Ticker: GCI Security ID: 364730101 Meeting Date: APR 29, 2015 Meeting Type: Annual Record Date: MAR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1a Elect Director John E. Cody For For Management 1.1b Elect Director Howard D. Elias For For Management 1.1c Elect Director Lidia Fonseca For For Management 1.1d Elect Director John Jeffry Louis For For Management 1.1e Elect Director Marjorie Magner For For Management 1.1f Elect Director Gracia C. Martore For For Management 1.1g Elect Director Scott K. McCune For For Management 1.1h Elect Director Susan Ness For For Management 1.1i Elect Director Tony A. Prophet For For Management 1.1j Elect Director Neal Shapiro For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Amend Stock Ownership Limitations For For Management 4 Amend Omnibus Stock Plan For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Pro-rata Vesting of Equity Plans Against Against Shareholder -------------------------------------------------------------------------------- GENERAL DYNAMICS CORPORATION Ticker: GD Security ID: 369550108 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAR 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MARY T. BARRA For For Management 1B. ELECTION OF DIRECTOR: NICHOLAS D. For For Management CHABRAJA 1C. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1D. ELECTION OF DIRECTOR: RUDY F. DELEON For For Management 1E. ELECTION OF DIRECTOR: WILLIAM P. FRICKS For For Management 1F. ELECTION OF DIRECTOR: JOHN M. KEANE For For Management 1G. ELECTION OF DIRECTOR: LESTER L. LYLES For For Management 1H. ELECTION OF DIRECTOR: JAMES N. MATTIS For For Management 1I. ELECTION OF DIRECTOR: PHEBE N. For For Management NOVAKOVIC 1J. ELECTION OF DIRECTOR: WILLIAM A. OSBORN For For Management 1K. ELECTION OF DIRECTOR: LAURA J. For For Management SCHUMACHER 2 SELECTION OF INDEPENDENT AUDITORS. For No Management 3 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL WITH REGARD TO AN No For Management INDEPENDENT BOARD CHAIRMAN. -------------------------------------------------------------------------------- GENERAL ELECTRIC COMPANY Ticker: GE Security ID: 369604103 Meeting Date: APR 22, 2015 Meeting Type: Annual Record Date: FEB 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL A1 ELECTION OF DIRECTOR: W. GEOFFREY For For Management BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN For For Management A3 ELECTION OF DIRECTOR: JAMES I. CASH, For No Management JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA For For Management A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS For No Management A6 ELECTION OF DIRECTOR: SUSAN J. For For Management HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT For For Management A8 ELECTION OF DIRECTOR: ANDREA JUNG For No Management A9 ELECTION OF DIRECTOR: ROBERT W. LANE For No Management A10 ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA For For Management A12 ELECTION OF DIRECTOR: JAMES E. ROHR For For Management A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO For For Management A14 ELECTION OF DIRECTOR: ROBERT J. For For Management SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH For No Management A16 ELECTION OF DIRECTOR: DOUGLAS A. For No Management WARNER III B1 ADVISORY APPROVAL OF OUR NAMED For For Management EXECUTIVES' COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT For No Management AUDITOR FOR 2015 C1 CUMULATIVE VOTING No No Management C2 WRITTEN CONSENT No For Management C3 ONE DIRECTOR FROM RANKS OF RETIREES No For Management C4 HOLY LAND PRINCIPLES No No Management C5 LIMIT EQUITY VESTING UPON CHANGE IN No For Management CONTROL -------------------------------------------------------------------------------- GENERAL ELECTRIC COMPANY Ticker: GE Security ID: 369604103 Meeting Date: APR 22, 2015 Meeting Type: Annual Record Date: FEB 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor A1 Elect Director W. Geoffrey Beattie For For Management A2 Elect Director John J. Brennan For For Management A3 Elect Director James I. Cash, Jr. For For Management A4 Elect Director Francisco D'Souza For For Management A5 Elect Director Marijn E. Dekkers For For Management A6 Elect Director Susan J. Hockfield For For Management A7 Elect Director Jeffrey R. Immelt For Against Management A8 Elect Director Andrea Jung For For Management A9 Elect Director Robert W. Lane For For Management A10 Elect Director Rochelle B. Lazarus For For Management A11 Elect Director James J. Mulva For For Management A12 Elect Director James E. Rohr For For Management A13 Elect Director Mary L. Schapiro For For Management A14 Elect Director Robert J. Swieringa For For Management A15 Elect Director James S. Tisch For For Management A16 Elect Director Douglas A. Warner, III For For Management B1 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation B2 Ratify KPMG LLP as Auditors For For Management C1 Provide for Cumulative Voting Against Against Shareholder C2 Provide Right to Act by Written Consent Against Against Shareholder C3 Select One Director from Ranks of Against Against Shareholder Retirees C4 Adopt Holy Land Principles Against Against Shareholder C5 Pro-rata Vesting on Equity Plans Against For Shareholder -------------------------------------------------------------------------------- GENTEX CORPORATION Ticker: GNTX Security ID: 371901109 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S AUDITORS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 4 TO APPROVE THE SECOND AMENDMENT TO THE For No Management COMPANY'S SECOND RESTRICTED STOCK PLAN. 5 TO APPROVE THE AMENDMENT TO THE For For Management COMPANY'S 2013 EMPLOYEE STOCK PURCHASE PLAN. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S AUDITORS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 4 TO APPROVE THE SECOND AMENDMENT TO THE For No Management COMPANY'S SECOND RESTRICTED STOCK PLAN. 5 TO APPROVE THE AMENDMENT TO THE For For Management COMPANY'S 2013 EMPLOYEE STOCK PURCHASE PLAN. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S AUDITORS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, For For Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 4 TO APPROVE THE SECOND AMENDMENT TO THE For No Management COMPANY'S SECOND RESTRICTED STOCK PLAN. 5 TO APPROVE THE AMENDMENT TO THE For For Management COMPANY'S 2013 EMPLOYEE STOCK PURCHASE PLAN. -------------------------------------------------------------------------------- GILEAD SCIENCES, INC. Ticker: GILD Security ID: 375558103 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAR 11, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: JOHN F. COGAN For For Management 1B. ELECTION OF DIRECTOR: ETIENNE F. For For Management DAVIGNON 1C. ELECTION OF DIRECTOR: CARLA A. HILLS For For Management 1D. ELECTION OF DIRECTOR: KEVIN E. LOFTON For For Management 1E. ELECTION OF DIRECTOR: JOHN W. MADIGAN For For Management 1F. ELECTION OF DIRECTOR: JOHN C. MARTIN For For Management 1G. ELECTION OF DIRECTOR: NICHOLAS G. MOORE For For Management 1H. ELECTION OF DIRECTOR: RICHARD J. For For Management WHITLEY 1I. ELECTION OF DIRECTOR: GAYLE E. WILSON For For Management 1J. ELECTION OF DIRECTOR: PER WOLD-OLSEN For For Management 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF GILEAD FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 TO APPROVE AN AMENDMENT AND For For Management RESTATEMENT TO GILEAD'S EMPLOYEE STOCK PURCHASE PLAN AND INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN. 4 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS PRESENTED IN THE PROXY STATEMENT. 5 TO VOTE ON A STOCKHOLDER PROPOSAL, IF No For Management PROPERLY PRESENTED AT THE MEETING, REQUESTING THAT THE BOARD TAKE STEPS TO PERMIT STOCKHOLDER ACTION BY WRITTEN CONSENT. 6 TO VOTE ON A STOCKHOLDER PROPOSAL, IF No For Management PROPERLY PRESENTED AT THE MEETING, REQUESTING THAT THE BOARD ADOPT A POLICY THAT THE CHAIRMAN OF THE BOARD OF DIRECTORS BE AN INDEPENDENT DIRECTOR. 7 TO VOTE ON A STOCKHOLDER PROPOSAL, IF No For Management PROPERLY PRESENTED AT THE MEETING, REQUESTING THAT GILEAD ISSUE AN ANNUAL SUSTAINABILITY REPORT. 8 TO VOTE ON A STOCKHOLDER PROPOSAL, IF No For Management PROPERLY PRESENTED AT THE MEETING, REQUESTING THAT THE BOARD REPORT ON CERTAIN RISKS TO GILEAD FROM RISING PRESSURE TO CONTAIN U.S. SPECIALTY DRUG PRICES. 1A. ELECTION OF DIRECTOR: JOHN F. COGAN For For Management 1B. ELECTION OF DIRECTOR: ETIENNE F. For For Management DAVIGNON 1C. ELECTION OF DIRECTOR: CARLA A. HILLS For For Management 1D. ELECTION OF DIRECTOR: KEVIN E. LOFTON For For Management 1E. ELECTION OF DIRECTOR: JOHN W. MADIGAN For For Management 1F. ELECTION OF DIRECTOR: JOHN C. MARTIN For For Management 1G. ELECTION OF DIRECTOR: NICHOLAS G. MOORE For For Management 1H. ELECTION OF DIRECTOR: RICHARD J. For For Management WHITLEY 1I. ELECTION OF DIRECTOR: GAYLE E. WILSON For For Management 1J. ELECTION OF DIRECTOR: PER WOLD-OLSEN For For Management 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF GILEAD FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 TO APPROVE AN AMENDMENT AND For For Management RESTATEMENT TO GILEAD'S EMPLOYEE STOCK PURCHASE PLAN AND INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN. 4 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS PRESENTED IN THE PROXY STATEMENT. 5 TO VOTE ON A STOCKHOLDER PROPOSAL, IF No For Management PROPERLY PRESENTED AT THE MEETING, REQUESTING THAT THE BOARD TAKE STEPS TO PERMIT STOCKHOLDER ACTION BY WRITTEN CONSENT. 6 TO VOTE ON A STOCKHOLDER PROPOSAL, IF No For Management PROPERLY PRESENTED AT THE MEETING, REQUESTING THAT THE BOARD ADOPT A POLICY THAT THE CHAIRMAN OF THE BOARD OF DIRECTORS BE AN INDEPENDENT DIRECTOR. 7 TO VOTE ON A STOCKHOLDER PROPOSAL, IF No For Management PROPERLY PRESENTED AT THE MEETING, REQUESTING THAT GILEAD ISSUE AN ANNUAL SUSTAINABILITY REPORT. 8 TO VOTE ON A STOCKHOLDER PROPOSAL, IF No For Management PROPERLY PRESENTED AT THE MEETING, REQUESTING THAT THE BOARD REPORT ON CERTAIN RISKS TO GILEAD FROM RISING PRESSURE TO CONTAIN U.S. SPECIALTY DRUG PRICES. 1A. ELECTION OF DIRECTOR: JOHN F. COGAN For For Management 1B. ELECTION OF DIRECTOR: ETIENNE F. For For Management DAVIGNON 1C. ELECTION OF DIRECTOR: CARLA A. HILLS For For Management 1D. ELECTION OF DIRECTOR: KEVIN E. LOFTON For For Management 1E. ELECTION OF DIRECTOR: JOHN W. MADIGAN For For Management 1F. ELECTION OF DIRECTOR: JOHN C. MARTIN For For Management 1G. ELECTION OF DIRECTOR: NICHOLAS G. MOORE For For Management 1H. ELECTION OF DIRECTOR: RICHARD J. For For Management WHITLEY 1I. ELECTION OF DIRECTOR: GAYLE E. WILSON For For Management 1J. ELECTION OF DIRECTOR: PER WOLD-OLSEN For For Management 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF GILEAD FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 TO APPROVE AN AMENDMENT AND For For Management RESTATEMENT TO GILEAD'S EMPLOYEE STOCK PURCHASE PLAN AND INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN. 4 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS PRESENTED IN THE PROXY STATEMENT. 5 TO VOTE ON A STOCKHOLDER PROPOSAL, IF No For Management PROPERLY PRESENTED AT THE MEETING, REQUESTING THAT THE BOARD TAKE STEPS TO PERMIT STOCKHOLDER ACTION BY WRITTEN CONSENT. 6 TO VOTE ON A STOCKHOLDER PROPOSAL, IF No For Management PROPERLY PRESENTED AT THE MEETING, REQUESTING THAT THE BOARD ADOPT A POLICY THAT THE CHAIRMAN OF THE BOARD OF DIRECTORS BE AN INDEPENDENT DIRECTOR. 7 TO VOTE ON A STOCKHOLDER PROPOSAL, IF No For Management PROPERLY PRESENTED AT THE MEETING, REQUESTING THAT GILEAD ISSUE AN ANNUAL SUSTAINABILITY REPORT. 8 TO VOTE ON A STOCKHOLDER PROPOSAL, IF No For Management PROPERLY PRESENTED AT THE MEETING, REQUESTING THAT THE BOARD REPORT ON CERTAIN RISKS TO GILEAD FROM RISING PRESSURE TO CONTAIN U.S. SPECIALTY DRUG PRICES. 1A. ELECTION OF DIRECTOR: JOHN F. COGAN For For Management 1B. ELECTION OF DIRECTOR: ETIENNE F. For For Management DAVIGNON 1C. ELECTION OF DIRECTOR: CARLA A. HILLS For For Management 1D. ELECTION OF DIRECTOR: KEVIN E. LOFTON For For Management 1E. ELECTION OF DIRECTOR: JOHN W. MADIGAN For For Management 1F. ELECTION OF DIRECTOR: JOHN C. MARTIN For For Management 1G. ELECTION OF DIRECTOR: NICHOLAS G. MOORE For For Management 1H. ELECTION OF DIRECTOR: RICHARD J. For For Management WHITLEY 1I. ELECTION OF DIRECTOR: GAYLE E. WILSON For For Management 1J. ELECTION OF DIRECTOR: PER WOLD-OLSEN For For Management 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF GILEAD FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 TO APPROVE AN AMENDMENT AND For For Management RESTATEMENT TO GILEAD'S EMPLOYEE STOCK PURCHASE PLAN AND INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN. 4 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS PRESENTED IN THE PROXY STATEMENT. 5 TO VOTE ON A STOCKHOLDER PROPOSAL, IF No For Management PROPERLY PRESENTED AT THE MEETING, REQUESTING THAT THE BOARD TAKE STEPS TO PERMIT STOCKHOLDER ACTION BY WRITTEN CONSENT. 6 TO VOTE ON A STOCKHOLDER PROPOSAL, IF No For Management PROPERLY PRESENTED AT THE MEETING, REQUESTING THAT THE BOARD ADOPT A POLICY THAT THE CHAIRMAN OF THE BOARD OF DIRECTORS BE AN INDEPENDENT DIRECTOR. 7 TO VOTE ON A STOCKHOLDER PROPOSAL, IF No For Management PROPERLY PRESENTED AT THE MEETING, REQUESTING THAT GILEAD ISSUE AN ANNUAL SUSTAINABILITY REPORT. 8 TO VOTE ON A STOCKHOLDER PROPOSAL, IF No For Management PROPERLY PRESENTED AT THE MEETING, REQUESTING THAT THE BOARD REPORT ON CERTAIN RISKS TO GILEAD FROM RISING PRESSURE TO CONTAIN U.S. SPECIALTY DRUG PRICES. 1A. ELECTION OF DIRECTOR: JOHN F. COGAN For For Management 1B. ELECTION OF DIRECTOR: ETIENNE F. For For Management DAVIGNON 1C. ELECTION OF DIRECTOR: CARLA A. HILLS For For Management 1D. ELECTION OF DIRECTOR: KEVIN E. LOFTON For For Management 1E. ELECTION OF DIRECTOR: JOHN W. MADIGAN For For Management 1F. ELECTION OF DIRECTOR: JOHN C. MARTIN For For Management 1G. ELECTION OF DIRECTOR: NICHOLAS G. MOORE For For Management 1H. ELECTION OF DIRECTOR: RICHARD J. For For Management WHITLEY 1I. ELECTION OF DIRECTOR: GAYLE E. WILSON For For Management 1J. ELECTION OF DIRECTOR: PER WOLD-OLSEN For For Management 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF GILEAD FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 TO APPROVE AN AMENDMENT AND For For Management RESTATEMENT TO GILEAD'S EMPLOYEE STOCK PURCHASE PLAN AND INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN. 4 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS PRESENTED IN THE PROXY STATEMENT. 5 TO VOTE ON A STOCKHOLDER PROPOSAL, IF No For Management PROPERLY PRESENTED AT THE MEETING, REQUESTING THAT THE BOARD TAKE STEPS TO PERMIT STOCKHOLDER ACTION BY WRITTEN CONSENT. 6 TO VOTE ON A STOCKHOLDER PROPOSAL, IF No For Management PROPERLY PRESENTED AT THE MEETING, REQUESTING THAT THE BOARD ADOPT A POLICY THAT THE CHAIRMAN OF THE BOARD OF DIRECTORS BE AN INDEPENDENT DIRECTOR. 7 TO VOTE ON A STOCKHOLDER PROPOSAL, IF No For Management PROPERLY PRESENTED AT THE MEETING, REQUESTING THAT GILEAD ISSUE AN ANNUAL SUSTAINABILITY REPORT. 8 TO VOTE ON A STOCKHOLDER PROPOSAL, IF No For Management PROPERLY PRESENTED AT THE MEETING, REQUESTING THAT THE BOARD REPORT ON CERTAIN RISKS TO GILEAD FROM RISING PRESSURE TO CONTAIN U.S. SPECIALTY DRUG PRICES. 1A. ELECTION OF DIRECTOR: JOHN F. COGAN For For Management 1B. ELECTION OF DIRECTOR: ETIENNE F. For For Management DAVIGNON 1C. ELECTION OF DIRECTOR: CARLA A. HILLS For For Management 1D. ELECTION OF DIRECTOR: KEVIN E. LOFTON For For Management 1E. ELECTION OF DIRECTOR: JOHN W. MADIGAN For For Management 1F. ELECTION OF DIRECTOR: JOHN C. MARTIN For For Management 1G. ELECTION OF DIRECTOR: NICHOLAS G. MOORE For For Management 1H. ELECTION OF DIRECTOR: RICHARD J. For For Management WHITLEY 1I. ELECTION OF DIRECTOR: GAYLE E. WILSON For For Management 1J. ELECTION OF DIRECTOR: PER WOLD-OLSEN For For Management 2 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF GILEAD FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 TO APPROVE AN AMENDMENT AND For For Management RESTATEMENT TO GILEAD'S EMPLOYEE STOCK PURCHASE PLAN AND INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN. 4 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS PRESENTED IN THE PROXY STATEMENT. 5 TO VOTE ON A STOCKHOLDER PROPOSAL, IF No For Management PROPERLY PRESENTED AT THE MEETING, REQUESTING THAT THE BOARD TAKE STEPS TO PERMIT STOCKHOLDER ACTION BY WRITTEN CONSENT. 6 TO VOTE ON A STOCKHOLDER PROPOSAL, IF No For Management PROPERLY PRESENTED AT THE MEETING, REQUESTING THAT THE BOARD ADOPT A POLICY THAT THE CHAIRMAN OF THE BOARD OF DIRECTORS BE AN INDEPENDENT DIRECTOR. 7 TO VOTE ON A STOCKHOLDER PROPOSAL, IF No For Management PROPERLY PRESENTED AT THE MEETING, REQUESTING THAT GILEAD ISSUE AN ANNUAL SUSTAINABILITY REPORT. 8 TO VOTE ON A STOCKHOLDER PROPOSAL, IF No For Management PROPERLY PRESENTED AT THE MEETING, REQUESTING THAT THE BOARD REPORT ON CERTAIN RISKS TO GILEAD FROM RISING PRESSURE TO CONTAIN U.S. SPECIALTY DRUG PRICES. -------------------------------------------------------------------------------- GLAXOSMITHKLINE PLC Ticker: GSK Security ID: 37733W105 Meeting Date: DEC 18, 2014 Meeting Type: Annual Record Date: NOV 18, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Acquisition, Joint Venture and Disposal For For Management -------------------------------------------------------------------------------- GLAXOSMITHKLINE PLC Ticker: GSK Security ID: 37733W105 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 18, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Elect Sir Philip Hampton as Director For For Management 4 Elect Urs Rohner as Director For For Management 5 Re-elect Sir Andrew Witty as Director For For Management 6 Re-elect Sir Roy Anderson as Director For For Management 7 Re-elect Dr Stephanie Burns as Director For For Management 8 Re-elect Stacey Cartwright as Director For For Management 9 Re-elect Simon Dingemans as Director For For Management 10 Re-elect Lynn Elsenhans as Director For For Management 11 Re-elect Judy Lewent as Director For For Management 12 Re-elect Sir Deryck Maughan as Director For For Management 13 Re-elect Dr Daniel Podolsky as Director For For Management 14 Re-elect Dr Moncef Slaoui as Director For For Management 15 Re-elect Hans Wijers as Director For For Management 16 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors 17 Authorise the Audit & Risk Committee For For Management to Fix Remuneration of Auditors 18 Authorise EU Political Donations and For For Management Expenditure 19 Authorise Issue of Equity with For For Management Pre-emptive Rights 20 Authorise Issue of Equity without For For Management Pre-emptive Rights 21 Authorise Market Purchase of Ordinary For For Management Shares 22 Approve the Exemption from Statement For For Management of the Name of the Senior Statutory Auditor in Published Copies of the Auditors' Reports 23 Authorise the Company to Call EGM with For For Management Two Weeks' Notice 24 Approve Share Value Plan For For Management -------------------------------------------------------------------------------- GOLDCORP INC. Ticker: G Security ID: 380956409 Meeting Date: APR 30, 2015 Meeting Type: Annual/Special Record Date: MAR 18, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John P. Bell For For Management 1.2 Elect Director Beverley A. Briscoe For For Management 1.3 Elect Director Peter J. Dey For For Management 1.4 Elect Director Douglas M. Holtby For For Management 1.5 Elect Director Charles A. Jeannes For For Management 1.6 Elect Director Clement A. Pelletier For For Management 1.7 Elect Director P. Randy Reifel For For Management 1.8 Elect Director Ian W. Telfer For For Management 1.9 Elect Director Blanca Trevino For For Management 1.10 Elect Director Kenneth F. Williamson For For Management 2 Approve Deloitte LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration 3 Amend By-Laws For For Management 4 Amend Restricted Share Unit Plan For For Management 5 Advisory Vote on Executive For For Management Compensation Approach -------------------------------------------------------------------------------- GOOGLE INC. Ticker: GOOGL Security ID: 38259P508 Meeting Date: JUN 03, 2015 Meeting Type: Annual Record Date: APR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 THE RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS GOOGLE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 THE APPROVAL OF AN AMENDMENT TO For No Management GOOGLE'S 2012 STOCK PLAN TO INCREASE THE SHARE RESERVE BY 17,000,000 SHARES OF CLASS C CAPITAL STOCK. 4 A STOCKHOLDER PROPOSAL REGARDING EQUAL No For Management SHAREHOLDER VOTING, IF PROPERLY PRESENTED AT THE MEETING. 5 A STOCKHOLDER PROPOSAL REGARDING A No For Management LOBBYING REPORT, IF PROPERLY PRESENTED AT THE MEETING. 6 A STOCKHOLDER PROPOSAL REGARDING THE No For Management ADOPTION OF A MAJORITY VOTE STANDARD FOR THE ELECTION OF DIRECTORS, IF PROPERLY PRESENTED AT THE MEETING. 7 A STOCKHOLDER PROPOSAL REGARDING A No No Management REPORT ON RENEWABLE ENERGY COST, IF PROPERLY PRESENTED AT THE MEETING. 8 A STOCKHOLDER PROPOSAL REGARDING A No For Management REPORT ON BUSINESS RISK RELATED TO CLIMATE CHANGE REGULATIONS, IF PROPERLY PRESENTED AT THE MEETING. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 THE RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS GOOGLE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 THE APPROVAL OF AN AMENDMENT TO For No Management GOOGLE'S 2012 STOCK PLAN TO INCREASE THE SHARE RESERVE BY 17,000,000 SHARES OF CLASS C CAPITAL STOCK. 4 A STOCKHOLDER PROPOSAL REGARDING EQUAL No For Management SHAREHOLDER VOTING, IF PROPERLY PRESENTED AT THE MEETING. 5 A STOCKHOLDER PROPOSAL REGARDING A No For Management LOBBYING REPORT, IF PROPERLY PRESENTED AT THE MEETING. 6 A STOCKHOLDER PROPOSAL REGARDING THE No For Management ADOPTION OF A MAJORITY VOTE STANDARD FOR THE ELECTION OF DIRECTORS, IF PROPERLY PRESENTED AT THE MEETING. 7 A STOCKHOLDER PROPOSAL REGARDING A No No Management REPORT ON RENEWABLE ENERGY COST, IF PROPERLY PRESENTED AT THE MEETING. 8 A STOCKHOLDER PROPOSAL REGARDING A No For Management REPORT ON BUSINESS RISK RELATED TO CLIMATE CHANGE REGULATIONS, IF PROPERLY PRESENTED AT THE MEETING. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 THE RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS GOOGLE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 THE APPROVAL OF AN AMENDMENT TO For No Management GOOGLE'S 2012 STOCK PLAN TO INCREASE THE SHARE RESERVE BY 17,000,000 SHARES OF CLASS C CAPITAL STOCK. 4 A STOCKHOLDER PROPOSAL REGARDING EQUAL No For Management SHAREHOLDER VOTING, IF PROPERLY PRESENTED AT THE MEETING. 5 A STOCKHOLDER PROPOSAL REGARDING A No For Management LOBBYING REPORT, IF PROPERLY PRESENTED AT THE MEETING. 6 A STOCKHOLDER PROPOSAL REGARDING THE No For Management ADOPTION OF A MAJORITY VOTE STANDARD FOR THE ELECTION OF DIRECTORS, IF PROPERLY PRESENTED AT THE MEETING. 7 A STOCKHOLDER PROPOSAL REGARDING A No No Management REPORT ON RENEWABLE ENERGY COST, IF PROPERLY PRESENTED AT THE MEETING. 8 A STOCKHOLDER PROPOSAL REGARDING A No For Management REPORT ON BUSINESS RISK RELATED TO CLIMATE CHANGE REGULATIONS, IF PROPERLY PRESENTED AT THE MEETING. -------------------------------------------------------------------------------- GOOGLE INC. Ticker: GOOGL Security ID: 38259P508 Meeting Date: JUN 03, 2015 Meeting Type: Annual Record Date: APR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 DIRECTOR-LARRY PAGE For For Management 1.2 DIRECTOR-SERGEY BRIN For For Management 1.3 DIRECTOR-ERIC E. SCHMIDT For For Management 1.4 DIRECTOR-L. JOHN DOERR For Withheld Management 1.5 DIRECTOR-DIANE B. GREENE For For Management 1.6 DIRECTOR-JOHN L. HENNESSY For Withheld Management 1.7 DIRECTOR-ANN MATHER For For Management 1.8 DIRECTOR-ALAN R. MULALLY For For Management 1.9 DIRECTOR-PAUL S. OTELLINI For For Management 1.10 DIRECTOR-K. RAM SHRIRAM For For Management 1.11 DIRECTOR-SHIRLEY M. TILGHMAN For For Management 2 THE RATIFICATION OF THE APPOINTMENT OF For For Management ERNST & YOUNG LLP AS GOOGLE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 THE APPROVAL OF AN AMENDMENT TO For Against Management GOOGLE'S 2012 STOCK PLAN TO INCREASE THE SHARE RESERVE BY 17,000,000 SHARES OF CLASS C CAPITAL STOCK. 4 A STOCKHOLDER PROPOSAL REGARDING EQUAL Against For Shareholder SHAREHOLDER VOTING, IF PROPERLY PRESENTED AT THE MEETING. 5 A STOCKHOLDER PROPOSAL REGARDING A Against For Shareholder LOBBYING REPORT, IF PROPERLY PRESENTED AT THE MEETING. 6 A STOCKHOLDER PROPOSAL REGARDING THE Against For Shareholder ADOPTION OF A MAJORITY VOTE STANDARD FOR THE ELECTION OF DIRECTORS, IF PROPERLY PRESENTED AT THE MEETING. 7 A STOCKHOLDER PROPOSAL REGARDING A Against Against Shareholder REPORT ON RENEWABLE ENERGY COST, IF PROPERLY PRESENTED AT THE MEETING. 8 A STOCKHOLDER PROPOSAL REGARDING A Against Against Shareholder REPORT ON BUSINESS RISK RELATED TO CLIMATE CHANGE REGULATIONS, IF PROPERLY PRESENTED AT THE MEETING. -------------------------------------------------------------------------------- GP STRATEGIES CORPORATION Ticker: GPX Security ID: 36225V104 Meeting Date: JUN 25, 2015 Meeting Type: Annual Record Date: APR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 ELECTION OF DIRECTOR: HARVEY P. EISEN For For Management 1.2 ELECTION OF DIRECTOR: MARSHALL S. For No Management GELLER 1.3 ELECTION OF DIRECTOR: DANIEL M. For No Management FRIEDBERG 1.4 ELECTION OF DIRECTOR: SCOTT N. For For Management GREENBERG 1.5 ELECTION OF DIRECTOR: LAURA L. GURSKI For For Management 1.6 ELECTION OF DIRECTOR: RICHARD C. For No Management PFENNIGER 1.7 ELECTION OF DIRECTOR: A MARVIN STRAIT For For Management 2 TO RATIFY THE APPOINTMENT OF KPMG LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 4 ANY OTHER MATTERS PROPERLY BROUGHT For No Management BEFORE THE MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. 1.1 ELECTION OF DIRECTOR: HARVEY P. EISEN For For Management 1.2 ELECTION OF DIRECTOR: MARSHALL S. For No Management GELLER 1.3 ELECTION OF DIRECTOR: DANIEL M. For No Management FRIEDBERG 1.4 ELECTION OF DIRECTOR: SCOTT N. For For Management GREENBERG 1.5 ELECTION OF DIRECTOR: LAURA L. GURSKI For For Management 1.6 ELECTION OF DIRECTOR: RICHARD C. For No Management PFENNIGER 1.7 ELECTION OF DIRECTOR: A MARVIN STRAIT For For Management 2 TO RATIFY THE APPOINTMENT OF KPMG LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 4 ANY OTHER MATTERS PROPERLY BROUGHT For No Management BEFORE THE MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. 1.1 ELECTION OF DIRECTOR: HARVEY P. EISEN For For Management 1.2 ELECTION OF DIRECTOR: MARSHALL S. For No Management GELLER 1.3 ELECTION OF DIRECTOR: DANIEL M. For No Management FRIEDBERG 1.4 ELECTION OF DIRECTOR: SCOTT N. For For Management GREENBERG 1.5 ELECTION OF DIRECTOR: LAURA L. GURSKI For For Management 1.6 ELECTION OF DIRECTOR: RICHARD C. For No Management PFENNIGER 1.7 ELECTION OF DIRECTOR: A MARVIN STRAIT For For Management 2 TO RATIFY THE APPOINTMENT OF KPMG LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 4 ANY OTHER MATTERS PROPERLY BROUGHT For No Management BEFORE THE MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. 1.1 ELECTION OF DIRECTOR: HARVEY P. EISEN For For Management 1.2 ELECTION OF DIRECTOR: MARSHALL S. For No Management GELLER 1.3 ELECTION OF DIRECTOR: DANIEL M. For No Management FRIEDBERG 1.4 ELECTION OF DIRECTOR: SCOTT N. For For Management GREENBERG 1.5 ELECTION OF DIRECTOR: LAURA L. GURSKI For For Management 1.6 ELECTION OF DIRECTOR: RICHARD C. For No Management PFENNIGER 1.7 ELECTION OF DIRECTOR: A MARVIN STRAIT For For Management 2 TO RATIFY THE APPOINTMENT OF KPMG LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 4 ANY OTHER MATTERS PROPERLY BROUGHT For No Management BEFORE THE MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. 1.1 ELECTION OF DIRECTOR: HARVEY P. EISEN For For Management 1.2 ELECTION OF DIRECTOR: MARSHALL S. For No Management GELLER 1.3 ELECTION OF DIRECTOR: DANIEL M. For No Management FRIEDBERG 1.4 ELECTION OF DIRECTOR: SCOTT N. For For Management GREENBERG 1.5 ELECTION OF DIRECTOR: LAURA L. GURSKI For For Management 1.6 ELECTION OF DIRECTOR: RICHARD C. For No Management PFENNIGER 1.7 ELECTION OF DIRECTOR: A MARVIN STRAIT For For Management 2 TO RATIFY THE APPOINTMENT OF KPMG LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 4 ANY OTHER MATTERS PROPERLY BROUGHT For No Management BEFORE THE MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. 1.1 ELECTION OF DIRECTOR: HARVEY P. EISEN For For Management 1.2 ELECTION OF DIRECTOR: MARSHALL S. For No Management GELLER 1.3 ELECTION OF DIRECTOR: DANIEL M. For No Management FRIEDBERG 1.4 ELECTION OF DIRECTOR: SCOTT N. For For Management GREENBERG 1.5 ELECTION OF DIRECTOR: LAURA L. GURSKI For For Management 1.6 ELECTION OF DIRECTOR: RICHARD C. For No Management PFENNIGER 1.7 ELECTION OF DIRECTOR: A MARVIN STRAIT For For Management 2 TO RATIFY THE APPOINTMENT OF KPMG LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 4 ANY OTHER MATTERS PROPERLY BROUGHT For No Management BEFORE THE MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. -------------------------------------------------------------------------------- GROUPE EUROTUNNEL S.E, PARIS Ticker: Security ID: F477AL114 Meeting Date: APR 29, 2015 Meeting Type: MIX Record Date: APR 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor CMMT PLEASE NOTE IN THE FRENCH MARKET THAT M Note Non Management THE ONLY VALID VOTE OPTIONS ARE FOR" Votable AND "AGAINST" A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE. " CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS M Note Non Management THAT DO NOT HOLD SHARES DIRECTLY WITH Votable A FRENCH CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTO CMMT 08 APR 2015: PLEASE NOTE THAT M Note Non Management IMPORTANT ADDITIONAL MEETING Votable INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo. journal-officiel.gouv. fr/pdf/2015/0320/201503201500683.pdf. THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL LINK: ht O.1 REVIEW AND APPROVAL OF THE ANNUAL For For Management CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED ON DECEMBER 31, 2014 O.2 ALLOCATION OF INCOME FOR THE FINANCIAL For For Management YEAR ENDED ON DECEMBER 31, 2014 O.3 REVIEW AND APPROVAL OF THE For For Management CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED ON DECEMBER 31, 2014 O.4 SPECIAL REPORT OF THE STATUTORY For For Management AUDITORS ON THE CONTINUATION OF A REGULATED AGREEMENT ENTERED INTO DURING A PREVIOUS FINANCIAL YEAR O.5 AUTHORIZATION GRANTED TO THE BOARD OF For For Management DIRECTORS FOR AN 18-MONTH PERIOD TO ALLOW THE COMPANY TO TRADE IN ITS OWN SHARES O.6 ADVISORY REVIEW OF THE COMPENSATION For For Management OWED OR PAID TO MR. JACQUES GOUNON, PRESIDENT AND CEO FOR THE FINANCIAL YEAR ENDED ON DECEMBER 31, 2014 O.7 ADVISORY REVIEW OF THE COMPENSATION For For Management OWED OR PAID TO MR. EMMANUEL MOULIN, MANAGING DIRECTOR FOR THE FINANCIAL YEAR ENDED ON DECEMBER 31, 2014 E.8 RENEWAL OF THE DELEGATION OF AUTHORITY For For Management GRANTED TO THE BOARD OF DIRECTORS FOR A 26-MONTH PERIOD TO ISSUE COMMON SHARES OF THE COMPANY OR SECURITIES ENTITLING TO COMMON SHARES OF THE COMPANY OR COMPANIES OF THE GROUP, WHILE MAINTAINING SHAREHOLDERS' PREFERE E.9 RENEWAL OF THE DELEGATION OF AUTHORITY For For Management GRANTED TO THE BOARD OF DIRECTORS FOR A 26-MONTH PERIOD TO ISSUE COMMON SHARES OF THE COMPANY OR SECURITIES ENTITLING TO COMMON SHARES OF THE COMPANY OR COMPANIES OF THE GROUP, WITH CANCELLATION OF SHAREHOLDERS' PREF E.10 RENEWAL OF THE DELEGATION OF AUTHORITY For For Management GRANTED TO THE BOARD OF DIRECTORS FOR A 26-MONTH PERIOD TO ISSUE COMMON SHARES OF THE COMPANY OR SECURITIES GIVING ACCESS TO CAPITAL UP TO 10% OF SHARE CAPITAL IN CONSIDERATION FOR IN-KIND CONTRIBUTION COMPRISED OF E E.11 DELEGATION OF AUTHORITY GRANTED TO THE For For Management BOARD OF DIRECTORS FOR A 12-MONTH PERIOD TO ALLOCATE FREE SHARES TO EMPLOYEES WHO ARE NOT EXECUTIVES MANAGERS E.12 LONG-TERM INCENTIVE PROGRAM FOR For For Management EXECUTIVE MANAGERS AND EXECUTIVE CORPORATE OFFICERS: CREATION OF PREFERRED SHARES CONVERTIBLE INTO COMMON SHARES AT THE END OF A FOUR-YEAR PERIOD, SUBJECT TO PERFORMANCE CONDITIONS E.13 DELEGATION OF AUTHORITY GRANTED TO THE For For Management BOARD OF DIRECTORS FOR A 12-MONTH PERIOD TO ALLOCATE FREE PREFERRED SHARES TO CERTAIN EXECUTIVE CORPORATE OFFICERS OF THE COMPANY AND TO CERTAIN EXECUTIVES OF THE COMPANY AND ITS SUBSIDIARIES WITH CANCELLATION OF SHA E.14 OVERALL LIMITATION ON ISSUANCE For For Management AUTHORIZATIONS WITH OR WITHOUT CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHT E.15 DELEGATION OF AUTHORITY GRANTED TO THE For For Management BOARD OF DIRECTORS FOR A 26-MONTH PERIOD TO CARRY OUT SALES OR CAPITAL INCREASES WITH CANCELLATION OF SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS BY ISSUING COMMON SHARES OR SECURITIES GIVING ACCESS TO CAPITAL OF T E.16 AUTHORIZATION GRANTED TO THE BOARD OF For For Management DIRECTOR FOR AN 18-MONTH PERIOD TO REDUCE CAPITAL BY CANCELLATION OF SHARES E.17 AMENDMENT TO ARTICLE 16 OF THE BYLAWS For For Management OF THE COMPANY REGARDING THE NUMBER OF SHARES HELD BY DIRECTORS DURING THEIR TERM OF OFFICE E.18 COMPLIANCE OF THE BYLAWS WITH THE For For Management LEGAL AND REGULATORY PROVISIONS O.19 POWERS TO CARRY OUT ALL LEGAL For For Management FORMALITIES -------------------------------------------------------------------------------- GUESS?, INC. Ticker: GES Security ID: 401617105 Meeting Date: JUN 22, 2015 Meeting Type: Annual Record Date: MAY 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF THE GUESS?, INC. 2015 For For Management ANNUAL INCENTIVE BONUS PLAN. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING JANUARY 30, 2016. 4 SHAREHOLDER PROPOSAL REGARDING FUTURE No For Management SEVERANCE ARRANGEMENTS WITH SENIOR EXECUTIVES. -------------------------------------------------------------------------------- H&R BLOCK, INC. Ticker: HRB Security ID: 093671105 Meeting Date: SEP 11, 2014 Meeting Type: Annual Record Date: JUL 11, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Paul J. Brown For For Management 1b Elect Director William C. Cobb For For Management 1c Elect Director Robert A. Gerard For For Management 1d Elect Director David Baker Lewis For For Management 1e Elect Director Victoria J. Reich For For Management 1f Elect Director Bruce C. Rohde For For Management 1g Elect Director Tom D. Seip For For Management 1h Elect Director Christianna Wood For For Management 1i Elect Director James F. Wright For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Executive Incentive Bonus Plan For For Management 5 Report on Political Contributions Against Against Shareholder -------------------------------------------------------------------------------- HALYARD HEALTH, INC. Ticker: HYH Security ID: 40650V100 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: MAR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 RATIFICATION OF THE SELECTION OF For For Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO AUDIT THE CORPORATION'S 2015 FINANCIAL STATEMENTS. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 ADVISORY VOTE ON THE FREQUENCY OF 1 1 Management ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 RATIFICATION OF THE SELECTION OF For For Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO AUDIT THE CORPORATION'S 2015 FINANCIAL STATEMENTS. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 ADVISORY VOTE ON THE FREQUENCY OF 1 1 Management ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION. -------------------------------------------------------------------------------- HARRIS CORPORATION Ticker: HRS Security ID: 413875105 Meeting Date: OCT 24, 2014 Meeting Type: Annual Record Date: AUG 29, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect William M. Brown For For Management 2 Elect Peter W. Chiarelli For For Management 3 Elect Thomas A. Dattilo For For Management 4 Elect Terry D. Growcock For For Management 5 Elect Lewis Hay, III For For Management 6 Elect Vyomesh Joshi For For Management 7 Elect Karen Katen For For Management 8 Elect Leslie F. Kenne For For Management 9 Elect David B. Rickard For For Management 10 Elect James C. Stoffel For For Management 11 Elect Gregory T. Swienton For For Management 12 Elect Hansel E. Tookes II For For Management 13 Advisory Vote on Executive Compensation For For Management 14 Ratification of Auditor For For Management -------------------------------------------------------------------------------- HATTERAS FINANCIAL CORP. Ticker: HTS Security ID: 41902R103 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAR 11, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael R. Hough For Withhold Management 1.2 Elect Director Benjamin M. Hough For Withhold Management 1.3 Elect Director David W. Berson For Withhold Management 1.4 Elect Director Ira G. Kawaller For Withhold Management 1.5 Elect Director Vicki McElreath For Withhold Management 1.6 Elect Director Jeffrey D. Miller For Withhold Management 1.7 Elect Director William V. Nutt, Jr. For Withhold Management 1.8 Elect Director Thomas D. Wren For Withhold Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Approve Omnibus Stock Plan For Against Management -------------------------------------------------------------------------------- HCP, INC. Ticker: HCP Security ID: 40414L109 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: BRIAN G. For For Management CARTWRIGHT 1B. ELECTION OF DIRECTOR: CHRISTINE N. For For Management GARVEY 1C. ELECTION OF DIRECTOR: DAVID B. HENRY For For Management 1D. ELECTION OF DIRECTOR: JAMES P. HOFFMANN For For Management 1E. ELECTION OF DIRECTOR: LAURALEE E. For For Management MARTIN 1F. ELECTION OF DIRECTOR: MICHAEL D. MCKEE For For Management 1G. ELECTION OF DIRECTOR: PETER L. RHEIN For For Management 1H. ELECTION OF DIRECTOR: JOSEPH P. For For Management SULLIVAN 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS HCP'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 STOCKHOLDER PROPOSAL - PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: BRIAN G. For For Management CARTWRIGHT 1B. ELECTION OF DIRECTOR: CHRISTINE N. For For Management GARVEY 1C. ELECTION OF DIRECTOR: DAVID B. HENRY For For Management 1D. ELECTION OF DIRECTOR: JAMES P. HOFFMANN For For Management 1E. ELECTION OF DIRECTOR: LAURALEE E. For For Management MARTIN 1F. ELECTION OF DIRECTOR: MICHAEL D. MCKEE For For Management 1G. ELECTION OF DIRECTOR: PETER L. RHEIN For For Management 1H. ELECTION OF DIRECTOR: JOSEPH P. For For Management SULLIVAN 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS HCP'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 STOCKHOLDER PROPOSAL - PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: BRIAN G. For For Management CARTWRIGHT 1B. ELECTION OF DIRECTOR: CHRISTINE N. For For Management GARVEY 1C. ELECTION OF DIRECTOR: DAVID B. HENRY For For Management 1D. ELECTION OF DIRECTOR: JAMES P. HOFFMANN For For Management 1E. ELECTION OF DIRECTOR: LAURALEE E. For For Management MARTIN 1F. ELECTION OF DIRECTOR: MICHAEL D. MCKEE For For Management 1G. ELECTION OF DIRECTOR: PETER L. RHEIN For For Management 1H. ELECTION OF DIRECTOR: JOSEPH P. For For Management SULLIVAN 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS HCP'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management EXECUTIVE COMPENSATION. 4 STOCKHOLDER PROPOSAL - PROXY ACCESS. No For Management -------------------------------------------------------------------------------- HEARTLAND FINANCIAL USA, INC. Ticker: HTLF Security ID: 42234Q102 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE TO AMEND OUR CERTIFICATE OF For For Management INCORPORATION TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK FROM 25,000,000 TO 30,000,000 3 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management HEARTLAND FINANCIAL USA, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2014 4 APPROVE EXECUTIVE COMPENSATION For For Management (ADVISORY NOTE) RELATED TO THE COMPENSATION OF HEARTLAND EXECUTIVES 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE TO AMEND OUR CERTIFICATE OF For For Management INCORPORATION TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK FROM 25,000,000 TO 30,000,000 3 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management HEARTLAND FINANCIAL USA, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2014 4 APPROVE EXECUTIVE COMPENSATION For For Management (ADVISORY NOTE) RELATED TO THE COMPENSATION OF HEARTLAND EXECUTIVES 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE TO AMEND OUR CERTIFICATE OF For For Management INCORPORATION TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK FROM 25,000,000 TO 30,000,000 3 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management HEARTLAND FINANCIAL USA, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2014 4 APPROVE EXECUTIVE COMPENSATION For For Management (ADVISORY NOTE) RELATED TO THE COMPENSATION OF HEARTLAND EXECUTIVES 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE TO AMEND OUR CERTIFICATE OF For For Management INCORPORATION TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK FROM 25,000,000 TO 30,000,000 3 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management HEARTLAND FINANCIAL USA, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2014 4 APPROVE EXECUTIVE COMPENSATION For For Management (ADVISORY NOTE) RELATED TO THE COMPENSATION OF HEARTLAND EXECUTIVES 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE TO AMEND OUR CERTIFICATE OF For For Management INCORPORATION TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK FROM 25,000,000 TO 30,000,000 3 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management HEARTLAND FINANCIAL USA, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2014 4 APPROVE EXECUTIVE COMPENSATION For For Management (ADVISORY NOTE) RELATED TO THE COMPENSATION OF HEARTLAND EXECUTIVES 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE TO AMEND OUR CERTIFICATE OF For For Management INCORPORATION TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK FROM 25,000,000 TO 30,000,000 3 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management HEARTLAND FINANCIAL USA, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2014 4 APPROVE EXECUTIVE COMPENSATION For For Management (ADVISORY NOTE) RELATED TO THE COMPENSATION OF HEARTLAND EXECUTIVES -------------------------------------------------------------------------------- HELEN OF TROY LIMITED Ticker: HELE Security ID: G4388N106 Meeting Date: AUG 26, 2014 Meeting Type: Annual Record Date: JUN 27, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: GARY B. For No Management ABROMOVITZ 1B. ELECTION OF DIRECTOR: JOHN B. For For Management BUTTERWORTH 1C. ELECTION OF DIRECTOR: ALEXANDER M. For For Management DAVERN 1D. ELECTION OF DIRECTOR: TIMOTHY F. MEEKER For No Management 1E. ELECTION OF DIRECTOR: JULIEN R. For For Management MININBERG 1F. ELECTION OF DIRECTOR: BERYL B. RAFF For For Management 1G. ELECTION OF DIRECTOR: WILLIAM F. For No Management SUSETKA 1H. ELECTION OF DIRECTOR: DARREN G. WOODY For No Management 2 ADVISORY VOTE TO APPROVE THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 TO APPROVE THE HELEN OF TROY LIMITED For For Management AMENDED AND RESTATED 2011 ANNUAL INCENTIVE PLAN. 4 TO APPOINT GRANT THORNTON LLP AS THE For For Management COMPANY'S AUDITOR AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO SERVE FOR THE 2015 FISCAL YEAR AND TO AUTHORIZE THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO SET THE AUDITORS REMUNERATION. 1A. ELECTION OF DIRECTOR: GARY B. For No Management ABROMOVITZ 1B. ELECTION OF DIRECTOR: JOHN B. For For Management BUTTERWORTH 1C. ELECTION OF DIRECTOR: ALEXANDER M. For For Management DAVERN 1D. ELECTION OF DIRECTOR: TIMOTHY F. MEEKER For No Management 1E. ELECTION OF DIRECTOR: JULIEN R. For For Management MININBERG 1F. ELECTION OF DIRECTOR: BERYL B. RAFF For For Management 1G. ELECTION OF DIRECTOR: WILLIAM F. For No Management SUSETKA 1H. ELECTION OF DIRECTOR: DARREN G. WOODY For No Management 2 ADVISORY VOTE TO APPROVE THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 TO APPROVE THE HELEN OF TROY LIMITED For For Management AMENDED AND RESTATED 2011 ANNUAL INCENTIVE PLAN. 4 TO APPOINT GRANT THORNTON LLP AS THE For For Management COMPANY'S AUDITOR AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO SERVE FOR THE 2015 FISCAL YEAR AND TO AUTHORIZE THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO SET THE AUDITORS REMUNERATION. 1A. ELECTION OF DIRECTOR: GARY B. For No Management ABROMOVITZ 1B. ELECTION OF DIRECTOR: JOHN B. For For Management BUTTERWORTH 1C. ELECTION OF DIRECTOR: ALEXANDER M. For For Management DAVERN 1D. ELECTION OF DIRECTOR: TIMOTHY F. MEEKER For No Management 1E. ELECTION OF DIRECTOR: JULIEN R. For For Management MININBERG 1F. ELECTION OF DIRECTOR: BERYL B. RAFF For For Management 1G. ELECTION OF DIRECTOR: WILLIAM F. For No Management SUSETKA 1H. ELECTION OF DIRECTOR: DARREN G. WOODY For No Management 2 ADVISORY VOTE TO APPROVE THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 TO APPROVE THE HELEN OF TROY LIMITED For For Management AMENDED AND RESTATED 2011 ANNUAL INCENTIVE PLAN. 4 TO APPOINT GRANT THORNTON LLP AS THE For For Management COMPANY'S AUDITOR AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO SERVE FOR THE 2015 FISCAL YEAR AND TO AUTHORIZE THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO SET THE AUDITORS REMUNERATION. 1A. ELECTION OF DIRECTOR: GARY B. For No Management ABROMOVITZ 1B. ELECTION OF DIRECTOR: JOHN B. For For Management BUTTERWORTH 1C. ELECTION OF DIRECTOR: ALEXANDER M. For For Management DAVERN 1D. ELECTION OF DIRECTOR: TIMOTHY F. MEEKER For No Management 1E. ELECTION OF DIRECTOR: JULIEN R. For For Management MININBERG 1F. ELECTION OF DIRECTOR: BERYL B. RAFF For For Management 1G. ELECTION OF DIRECTOR: WILLIAM F. For No Management SUSETKA 1H. ELECTION OF DIRECTOR: DARREN G. WOODY For No Management 2 ADVISORY VOTE TO APPROVE THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 TO APPROVE THE HELEN OF TROY LIMITED For For Management AMENDED AND RESTATED 2011 ANNUAL INCENTIVE PLAN. 4 TO APPOINT GRANT THORNTON LLP AS THE For For Management COMPANY'S AUDITOR AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO SERVE FOR THE 2015 FISCAL YEAR AND TO AUTHORIZE THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO SET THE AUDITORS REMUNERATION. 1A. ELECTION OF DIRECTOR: GARY B. For No Management ABROMOVITZ 1B. ELECTION OF DIRECTOR: JOHN B. For For Management BUTTERWORTH 1C. ELECTION OF DIRECTOR: ALEXANDER M. For For Management DAVERN 1D. ELECTION OF DIRECTOR: TIMOTHY F. MEEKER For No Management 1E. ELECTION OF DIRECTOR: JULIEN R. For For Management MININBERG 1F. ELECTION OF DIRECTOR: BERYL B. RAFF For For Management 1G. ELECTION OF DIRECTOR: WILLIAM F. For No Management SUSETKA 1H. ELECTION OF DIRECTOR: DARREN G. WOODY For No Management 2 ADVISORY VOTE TO APPROVE THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 TO APPROVE THE HELEN OF TROY LIMITED For For Management AMENDED AND RESTATED 2011 ANNUAL INCENTIVE PLAN. 4 TO APPOINT GRANT THORNTON LLP AS THE For For Management COMPANY'S AUDITOR AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO SERVE FOR THE 2015 FISCAL YEAR AND TO AUTHORIZE THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO SET THE AUDITORS REMUNERATION. 1A. ELECTION OF DIRECTOR: GARY B. For No Management ABROMOVITZ 1B. ELECTION OF DIRECTOR: JOHN B. For For Management BUTTERWORTH 1C. ELECTION OF DIRECTOR: ALEXANDER M. For For Management DAVERN 1D. ELECTION OF DIRECTOR: TIMOTHY F. MEEKER For No Management 1E. ELECTION OF DIRECTOR: JULIEN R. For For Management MININBERG 1F. ELECTION OF DIRECTOR: BERYL B. RAFF For For Management 1G. ELECTION OF DIRECTOR: WILLIAM F. For No Management SUSETKA 1H. ELECTION OF DIRECTOR: DARREN G. WOODY For No Management 2 ADVISORY VOTE TO APPROVE THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 TO APPROVE THE HELEN OF TROY LIMITED For For Management AMENDED AND RESTATED 2011 ANNUAL INCENTIVE PLAN. 4 TO APPOINT GRANT THORNTON LLP AS THE For For Management COMPANY'S AUDITOR AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO SERVE FOR THE 2015 FISCAL YEAR AND TO AUTHORIZE THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO SET THE AUDITORS REMUNERATION. 1A. ELECTION OF DIRECTOR: GARY B. For No Management ABROMOVITZ 1B. ELECTION OF DIRECTOR: JOHN B. For For Management BUTTERWORTH 1C. ELECTION OF DIRECTOR: ALEXANDER M. For For Management DAVERN 1D. ELECTION OF DIRECTOR: TIMOTHY F. MEEKER For No Management 1E. ELECTION OF DIRECTOR: JULIEN R. For For Management MININBERG 1F. ELECTION OF DIRECTOR: BERYL B. RAFF For For Management 1G. ELECTION OF DIRECTOR: WILLIAM F. For No Management SUSETKA 1H. ELECTION OF DIRECTOR: DARREN G. WOODY For No Management 2 ADVISORY VOTE TO APPROVE THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 TO APPROVE THE HELEN OF TROY LIMITED For For Management AMENDED AND RESTATED 2011 ANNUAL INCENTIVE PLAN. 4 TO APPOINT GRANT THORNTON LLP AS THE For For Management COMPANY'S AUDITOR AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO SERVE FOR THE 2015 FISCAL YEAR AND TO AUTHORIZE THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO SET THE AUDITORS REMUNERATION. 1A. ELECTION OF DIRECTOR: GARY B. For No Management ABROMOVITZ 1B. ELECTION OF DIRECTOR: JOHN B. For For Management BUTTERWORTH 1C. ELECTION OF DIRECTOR: ALEXANDER M. For For Management DAVERN 1D. ELECTION OF DIRECTOR: TIMOTHY F. MEEKER For No Management 1E. ELECTION OF DIRECTOR: JULIEN R. For For Management MININBERG 1F. ELECTION OF DIRECTOR: BERYL B. RAFF For For Management 1G. ELECTION OF DIRECTOR: WILLIAM F. For No Management SUSETKA 1H. ELECTION OF DIRECTOR: DARREN G. WOODY For No Management 2 ADVISORY VOTE TO APPROVE THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 TO APPROVE THE HELEN OF TROY LIMITED For For Management AMENDED AND RESTATED 2011 ANNUAL INCENTIVE PLAN. 4 TO APPOINT GRANT THORNTON LLP AS THE For For Management COMPANY'S AUDITOR AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO SERVE FOR THE 2015 FISCAL YEAR AND TO AUTHORIZE THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO SET THE AUDITORS REMUNERATION. -------------------------------------------------------------------------------- HENDERSON LAND DEVELOPMENT CO LTD, HONG KONG Ticker: Security ID: Y31476107 Meeting Date: JUN 02, 2015 Meeting Type: Annual General Meeting Record Date: MAY 28, 2015 # Proposal Mgt Rec Vote Cast Sponsor CMMT PLEASE NOTE IN THE HONG KONG MARKET M Note Non Management THAT A VOTE OF ABSTAIN" WILL BE Votable TREATED THE SAME AS A "TAKE NO ACTION" VOTE. " CMMT PLEASE NOTE THAT THE COMPANY NOTICE M Note Non Management AND PROXY FORM ARE AVAILABLE BY Votable CLICKING ON THE URL LINKS: http://www. hkexnews. hk/listedco/listconews/sehk/2015/0427/LTN20150427115. pdf AND http://www.hkexnews. hk/listedco/listconews/sehk/2015/0427/LTN20150427113. pdf 1 TO RECEIVE AND CONSIDER THE AUDITED For For Management FINANCIAL STATEMENTS AND THE REPORTS OF THE DIRECTORS AND AUDITOR FOR THE YEAR ENDED 31 DECEMBER 2014 2 TO DECLARE A FINAL DIVIDEND For For Management 3.A TO RE-ELECT DR LEE SHAU KEE AS DIRECTOR For No Management 3.B TO RE-ELECT DR LAM KO YIN, COLIN AS For No Management DIRECTOR 3.C TO RE-ELECT MR YIP YING CHEE, JOHN AS For No Management DIRECTOR 3.D TO RE-ELECT MR WOO KA BIU, JACKSON AS For For Management DIRECTOR 3.E TO RE-ELECT MR LEUNG HAY MAN AS For For Management DIRECTOR 4 TO RE-APPOINT AUDITOR AND AUTHORISE For For Management THE DIRECTORS TO FIX AUDITOR'S REMUNERATION 5.A TO APPROVE THE ISSUE OF BONUS SHARES For For Management 5.B TO GIVE A GENERAL MANDATE TO THE For For Management DIRECTORS TO BUY BACK SHARES 5.C TO GIVE A GENERAL MANDATE TO THE For No Management DIRECTORS TO ALLOT NEW SHARES 5.D TO AUTHORISE THE DIRECTORS TO ALLOT For No Management NEW SHARES EQUAL TO THE TOTAL NUMBER OF SHARES BOUGHT BACK BY THE COMPANY -------------------------------------------------------------------------------- HESS CORPORATION Ticker: HES Security ID: 42809H107 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAR 19, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Rodney F. Chase For For Management 1.2 Elect Director Terrence J. Checki For For Management 1.3 Elect Director Harvey Golub For For Management 1.4 Elect Director John B. Hess For For Management 1.5 Elect Director Edith E. Holiday For For Management 1.6 Elect Director Risa Lavizzo-Mourey For For Management 1.7 Elect Director David McManus For For Management 1.8 Elect Director John H. Mullin, III For For Management 1.9 Elect Director James H. Quigley For For Management 1.10 Elect Director Robert N. Wilson For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Amend Omnibus Stock Plan For For Management 5 Proxy Access Against Against Shareholder 6 Report on Plans to Address Stranded Against Against Shareholder Carbon Asset Risks -------------------------------------------------------------------------------- HONEYWELL INTERNATIONAL INC. Ticker: HON Security ID: 438516106 Meeting Date: APR 27, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: WILLIAM S. AYER For For Management 1B. ELECTION OF DIRECTOR: GORDON M. BETHUNE For For Management 1C. ELECTION OF DIRECTOR: KEVIN BURKE For For Management 1D. ELECTION OF DIRECTOR: JAIME CHICO PARDO For For Management 1E. ELECTION OF DIRECTOR: DAVID M. COTE For For Management 1F. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1G. ELECTION OF DIRECTOR: LINNET F. DEILY For For Management 1H. ELECTION OF DIRECTOR: JUDD GREGG For For Management 1I. ELECTION OF DIRECTOR: CLIVE HOLLICK For For Management 1J. ELECTION OF DIRECTOR: GRACE D. LIEBLEIN For For Management 1K. ELECTION OF DIRECTOR: GEORGE PAZ For For Management 1L. ELECTION OF DIRECTOR: BRADLEY T. For For Management SHEARES 1M. ELECTION OF DIRECTOR: ROBIN L. For For Management WASHINGTON 2. APPROVAL OF INDEPENDENT ACCOUNTANTS. For For Management 3. ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION. 4. INDEPENDENT BOARD CHAIRMAN. Against For Shareholder 5. RIGHT TO ACT BY WRITTEN CONSENT. Against For Shareholder 6. POLITICAL LOBBYING AND CONTRIBUTIONS. Against For Shareholder -------------------------------------------------------------------------------- HORMEL FOODS CORPORATION Ticker: HRL Security ID: 440452100 Meeting Date: JAN 27, 2015 Meeting Type: Annual Record Date: NOV 28, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT BY THE AUDIT For No Management COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER 25, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION AS DISCLOSED IN THE COMPANY'S 2015 ANNUAL MEETING PROXY STATEMENT (THE SAY-ON-PAY" VOTE). " 4 STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF RISKS RELATED TO SOW HOUSING. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT BY THE AUDIT For No Management COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER 25, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION AS DISCLOSED IN THE COMPANY'S 2015 ANNUAL MEETING PROXY STATEMENT (THE SAY-ON-PAY" VOTE). " 4 STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF RISKS RELATED TO SOW HOUSING. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFY THE APPOINTMENT BY THE AUDIT For No Management COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER 25, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION AS DISCLOSED IN THE COMPANY'S 2015 ANNUAL MEETING PROXY STATEMENT (THE SAY-ON-PAY" VOTE). " 4 STOCKHOLDER PROPOSAL REQUESTING No For Management DISCLOSURE OF RISKS RELATED TO SOW HOUSING. -------------------------------------------------------------------------------- HOSPIRA, INC. Ticker: HSP Security ID: 441060100 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: IRVING W. For For Management BAILEY, II 1B. ELECTION OF DIRECTOR: F. MICHAEL BALL For For Management 1C. ELECTION OF DIRECTOR: BARBARA L. BOWLES For No Management 1D. ELECTION OF DIRECTOR: WILLIAM G. For For Management DEMPSEY 1E. ELECTION OF DIRECTOR: DENNIS M. FENTON For For Management 1F. ELECTION OF DIRECTOR: ROGER W. HALE For For Management 1G. ELECTION OF DIRECTOR: HEINO VON For For Management PRONDZYNSKI 1H. ELECTION OF DIRECTOR: JACQUE J. SOKOLOV For For Management 1I. ELECTION OF DIRECTOR: JOHN C. STALEY For For Management 1J. ELECTION OF DIRECTOR: MARK F. WHEELER For For Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE APPOINTMENT OF DELOITTE For No Management & TOUCHE LLP AS AUDITORS FOR HOSPIRA FOR 2015. 4 SHAREHOLDER PROPOSAL - WRITTEN CONSENT. No For Management 1A. ELECTION OF DIRECTOR: IRVING W. For For Management BAILEY, II 1B. ELECTION OF DIRECTOR: F. MICHAEL BALL For For Management 1C. ELECTION OF DIRECTOR: BARBARA L. BOWLES For No Management 1D. ELECTION OF DIRECTOR: WILLIAM G. For For Management DEMPSEY 1E. ELECTION OF DIRECTOR: DENNIS M. FENTON For For Management 1F. ELECTION OF DIRECTOR: ROGER W. HALE For For Management 1G. ELECTION OF DIRECTOR: HEINO VON For For Management PRONDZYNSKI 1H. ELECTION OF DIRECTOR: JACQUE J. SOKOLOV For For Management 1I. ELECTION OF DIRECTOR: JOHN C. STALEY For For Management 1J. ELECTION OF DIRECTOR: MARK F. WHEELER For For Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE APPOINTMENT OF DELOITTE For No Management & TOUCHE LLP AS AUDITORS FOR HOSPIRA FOR 2015. 4 SHAREHOLDER PROPOSAL - WRITTEN CONSENT. No For Management 1A. ELECTION OF DIRECTOR: IRVING W. For For Management BAILEY, II 1B. ELECTION OF DIRECTOR: F. MICHAEL BALL For For Management 1C. ELECTION OF DIRECTOR: BARBARA L. BOWLES For No Management 1D. ELECTION OF DIRECTOR: WILLIAM G. For For Management DEMPSEY 1E. ELECTION OF DIRECTOR: DENNIS M. FENTON For For Management 1F. ELECTION OF DIRECTOR: ROGER W. HALE For For Management 1G. ELECTION OF DIRECTOR: HEINO VON For For Management PRONDZYNSKI 1H. ELECTION OF DIRECTOR: JACQUE J. SOKOLOV For For Management 1I. ELECTION OF DIRECTOR: JOHN C. STALEY For For Management 1J. ELECTION OF DIRECTOR: MARK F. WHEELER For For Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE APPOINTMENT OF DELOITTE For No Management & TOUCHE LLP AS AUDITORS FOR HOSPIRA FOR 2015. 4 SHAREHOLDER PROPOSAL - WRITTEN CONSENT. No For Management -------------------------------------------------------------------------------- HOSPIRA, INC. Ticker: HSP Security ID: 441060100 Meeting Date: MAY 13, 2015 Meeting Type: Special Record Date: APR 08, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 THE PROPOSAL TO ADOPT THE AGREEMENT For For Management AND PLAN OF MERGER, DATED FEBRUARY 5, 2015, AMONG PFIZER INC., PERKINS HOLDING COMPANY, A WHOLLY OWNED SUBSIDIARY OF PFIZER INC., AND HOSPIRA, INC., AS IT MAY BE AMENDED FROM TIME TO TIME. 2 THE PROPOSAL TO APPROVE, BY For No Management NON-BINDING ADVISORY VOTE, COMPENSATION THAT WILL OR MAY BECOME PAYABLE BY HOSPIRA, INC. TO ITS NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT. 3 THE PROPOSAL TO APPROVE ONE OR MORE For For Management ADJOURNMENTS OF THE SPECIAL MEETING TO A LATER DATE OR DATES IF NECESSARY OR APPROPRIATE TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING. 1 THE PROPOSAL TO ADOPT THE AGREEMENT For For Management AND PLAN OF MERGER, DATED FEBRUARY 5, 2015, AMONG PFIZER INC., PERKINS HOLDING COMPANY, A WHOLLY OWNED SUBSIDIARY OF PFIZER INC., AND HOSPIRA, INC., AS IT MAY BE AMENDED FROM TIME TO TIME. 2 THE PROPOSAL TO APPROVE, BY For No Management NON-BINDING ADVISORY VOTE, COMPENSATION THAT WILL OR MAY BECOME PAYABLE BY HOSPIRA, INC. TO ITS NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT. 3 THE PROPOSAL TO APPROVE ONE OR MORE For For Management ADJOURNMENTS OF THE SPECIAL MEETING TO A LATER DATE OR DATES IF NECESSARY OR APPROPRIATE TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING. -------------------------------------------------------------------------------- HOYA CORPORATION Ticker: Security ID: J22848105 Meeting Date: JUN 19, 2015 Meeting Type: Annual General Meeting Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Appoint a Director Koeda, Itaru For For Management 1.2 Appoint a Director Uchinaga, Yukako For For Management 1.3 Appoint a Director Urano, Mitsudo For For Management 1.4 Appoint a Director Takasu, Takeo For For Management 1.5 Appoint a Director Kaihori, Shuzo For For Management 1.6 Appoint a Director Suzuki, Hiroshi For For Management 2 Amend Articles to: Expand Business For For Management Lines 3 Amend Articles to: Adopt Reduction of For For Management Liability System for Non-Executive Directors 4.1 Shareholder Proposal: Dismiss a No No Management Director Suzuki, Hiroshi 4.2 Shareholder Proposal: Dismiss a No No Management Director Kodama, Yukiharu 4.3 Shareholder Proposal: Dismiss a No No Management Director Koeda, Itaru 4.4 Shareholder Proposal: Dismiss a No No Management Director Aso, Yutaka 4.5 Shareholder Proposal: Dismiss a No No Management Director Urano, Mitsudo 4.6 Shareholder Proposal: Dismiss a No No Management Director Uchinaga, Yukako 5 Shareholder Proposal: Elect a Director No No Management Takayama, Taizo 6 Shareholder Proposal: Amend Articles No For Management of Incorporation (Individual Disclosure of Executive Compensation) 7 Shareholder Proposal: Amend Articles No For Management of Incorporation (Separation of Roles of Chairperson of the Board of Directors and President & CEO) 8 Shareholder Proposal: Amend Articles No No Management of Incorporation (Disclosure of Information regarding the Decision-making policy on compensation for Directors and Executive Officers) 9 Shareholder Proposal: Amend Articles No No Management of Incorporation (Directors Mandatory Retirement at 70 Years of Age) 10 Shareholder Proposal: Amend Articles No No Management of Incorporation (Appointment of Directors aged 40 or younger) 11 Shareholder Proposal: Amend Articles No No Management of Incorporation (Provision relating to the Structure allowing Shareholders to Recommend Candidates for Directors to the Nomination Committee and Equal Treatment) 12 Shareholder Proposal: Amend Articles No No Management of Incorporation (Provision relating to Communication between Shareholders and Directors and Relevant Handling) 13 Shareholder Proposal: Amend Articles No No Management of Incorporation (Disclosure of Relationship with the Employee Stock Ownership Association of HOYA CORPORATION) 14 Shareholder Proposal: Not to Reappoint No No Management the Accounting Auditor 15 Shareholder Proposal: Amend Articles No No Management of Incorporation(Establishment of a Special Committee relating to Handling of Shareholder Proposal Rights) 16 Shareholder Proposal: Amend Articles No No Management of Incorporation (Establishment of a Special Committee relating to the Relationship between the Company and Mr. Katsutoshi Kaneda) 17 Shareholder Proposal: Amend Articles No No Management of Incorporation (Establishment of a Special Committee relating to Requests to Tape Rewrite Co., Ltd.) 18 Shareholder Proposal: Amend Articles No No Management of Incorporation (Establishment of a Special Committee relating to Discontinuation of Inorganic EL research) 19 Shareholder Proposal: Amend Articles No No Management of Incorporation (Establishment of a Special Committee relating to the Suspension of Rational Creation of New Businesses over the past 25 years) 20 Shareholder Proposal: Amend Articles No No Management of Incorporation (Establishment of a Special Committee relating to the Business Relationship with Kenko Tokina Co., Ltd.) 21 Shareholder Proposal: Amend Articles No No Management of Incorporation (Establishment of a Special Committee relating to Appropriateness of Hereditary succession of the Corporate manager and the effect on Shareholder value) -------------------------------------------------------------------------------- HUBBELL INCORPORATED Ticker: HUB.B Security ID: 443510201 Meeting Date: MAY 05, 2015 Meeting Type: Annual Record Date: MAR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carlos M. Cardoso For For Management 1.2 Elect Director Anthony J. Guzzi For For Management 1.3 Elect Director Neal J. Keating For For Management 1.4 Elect Director John F. Malloy For For Management 1.5 Elect Director David G. Nord For For Management 1.6 Elect Director Carlos A. Rodriguez For For Management 1.7 Elect Director John G. Russell For For Management 1.8 Elect Director Steven R. Shawley For For Management 1.9 Elect Director Richard J. Swift For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Amend Omnibus Stock Plan For Against Management -------------------------------------------------------------------------------- IAC/INTERACTIVECORP Ticker: IACI Security ID: 44919P508 Meeting Date: JUN 24, 2015 Meeting Type: Annual Record Date: APR 29, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edgar Bronfman, Jr. For For Management 1.2 Elect Director Chelsea Clinton For For Management 1.3 Elect Director Sonali De Rycker For For Management 1.4 Elect Director Barry Diller For For Management 1.5 Elect Director Michael D. Eisner For For Management 1.6 Elect Director Bonnie S. Hammer For For Management 1.7 Elect Director Victor A. Kaufman For For Management 1.8 Elect Director Bryan Lourd For For Management 1.9 Elect Director David Rosenblatt For For Management 1.10 Elect Director Alan G. Spoon For For Management 1.11 Elect Director Alexander von For For Management Furstenberg 1.12 Elect Director Richard F. Zannino For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- IBERIABANK CORPORATION Ticker: IBKC Security ID: 450828108 Meeting Date: MAR 31, 2015 Meeting Type: Special Record Date: FEB 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor I. AN AMENDMENT TO IBERIABANK For No Management CORPORATION'S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 50 MILLION TO 100 MILLION I. AN AMENDMENT TO IBERIABANK For No Management CORPORATION'S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 50 MILLION TO 100 MILLION I. AN AMENDMENT TO IBERIABANK For No Management CORPORATION'S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 50 MILLION TO 100 MILLION I. AN AMENDMENT TO IBERIABANK For No Management CORPORATION'S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 50 MILLION TO 100 MILLION I. AN AMENDMENT TO IBERIABANK For No Management CORPORATION'S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 50 MILLION TO 100 MILLION I. AN AMENDMENT TO IBERIABANK For No Management CORPORATION'S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 50 MILLION TO 100 MILLION -------------------------------------------------------------------------------- IBERIABANK CORPORATION Ticker: IBKC Security ID: 450828108 Meeting Date: MAY 05, 2015 Meeting Type: Annual Record Date: MAR 19, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO CONSIDER AND APPROVE A NON-BINDING For No Management ADVISORY RESOLUTION REGARDING THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO CONSIDER AND APPROVE A NON-BINDING For No Management ADVISORY RESOLUTION REGARDING THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO CONSIDER AND APPROVE A NON-BINDING For No Management ADVISORY RESOLUTION REGARDING THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO CONSIDER AND APPROVE A NON-BINDING For No Management ADVISORY RESOLUTION REGARDING THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO CONSIDER AND APPROVE A NON-BINDING For No Management ADVISORY RESOLUTION REGARDING THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 TO CONSIDER AND APPROVE A NON-BINDING For No Management ADVISORY RESOLUTION REGARDING THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------- ICONIX BRAND GROUP, INC. Ticker: ICON Security ID: 451055107 Meeting Date: OCT 24, 2014 Meeting Type: Annual Record Date: SEP 02, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF BDO For No Management USA, LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014. 3 TO APPROVE THE ADVISORY RESOLUTION ON For No Management EXECUTIVE COMPENSATION. -------------------------------------------------------------------------------- INGRAM MICRO, INC. Ticker: IM Security ID: 457153104 Meeting Date: JUN 03, 2015 Meeting Type: Annual Record Date: APR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: HOWARD I. ATKINS For No Management 1B. ELECTION OF DIRECTOR: DAVID A. BARNES For For Management 1C. ELECTION OF DIRECTOR: LESLIE STONE For For Management HEISZ 1D. ELECTION OF DIRECTOR: JOHN R. INGRAM For No Management 1E. ELECTION OF DIRECTOR: DALE R. LAURANCE For For Management 1F. ELECTION OF DIRECTOR: LINDA FAYNE For No Management LEVINSON 1G. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1H. ELECTION OF DIRECTOR: CAROL G. MILLS For For Management 1I. ELECTION OF DIRECTOR: ALAIN MONIE For For Management 1J. ELECTION OF DIRECTOR: WADE OOSTERMAN For For Management 2 APPROVAL OF EXECUTIVE COMPENSATION IN For No Management ADVISORY VOTE. 3 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 1A. ELECTION OF DIRECTOR: HOWARD I. ATKINS For No Management 1B. ELECTION OF DIRECTOR: DAVID A. BARNES For For Management 1C. ELECTION OF DIRECTOR: LESLIE STONE For For Management HEISZ 1D. ELECTION OF DIRECTOR: JOHN R. INGRAM For No Management 1E. ELECTION OF DIRECTOR: DALE R. LAURANCE For For Management 1F. ELECTION OF DIRECTOR: LINDA FAYNE For No Management LEVINSON 1G. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1H. ELECTION OF DIRECTOR: CAROL G. MILLS For For Management 1I. ELECTION OF DIRECTOR: ALAIN MONIE For For Management 1J. ELECTION OF DIRECTOR: WADE OOSTERMAN For For Management 2 APPROVAL OF EXECUTIVE COMPENSATION IN For No Management ADVISORY VOTE. 3 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 1A. ELECTION OF DIRECTOR: HOWARD I. ATKINS For No Management 1B. ELECTION OF DIRECTOR: DAVID A. BARNES For For Management 1C. ELECTION OF DIRECTOR: LESLIE STONE For For Management HEISZ 1D. ELECTION OF DIRECTOR: JOHN R. INGRAM For No Management 1E. ELECTION OF DIRECTOR: DALE R. LAURANCE For For Management 1F. ELECTION OF DIRECTOR: LINDA FAYNE For No Management LEVINSON 1G. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1H. ELECTION OF DIRECTOR: CAROL G. MILLS For For Management 1I. ELECTION OF DIRECTOR: ALAIN MONIE For For Management 1J. ELECTION OF DIRECTOR: WADE OOSTERMAN For For Management 2 APPROVAL OF EXECUTIVE COMPENSATION IN For No Management ADVISORY VOTE. 3 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 1A. ELECTION OF DIRECTOR: HOWARD I. ATKINS For No Management 1B. ELECTION OF DIRECTOR: DAVID A. BARNES For For Management 1C. ELECTION OF DIRECTOR: LESLIE STONE For For Management HEISZ 1D. ELECTION OF DIRECTOR: JOHN R. INGRAM For No Management 1E. ELECTION OF DIRECTOR: DALE R. LAURANCE For For Management 1F. ELECTION OF DIRECTOR: LINDA FAYNE For No Management LEVINSON 1G. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1H. ELECTION OF DIRECTOR: CAROL G. MILLS For For Management 1I. ELECTION OF DIRECTOR: ALAIN MONIE For For Management 1J. ELECTION OF DIRECTOR: WADE OOSTERMAN For For Management 2 APPROVAL OF EXECUTIVE COMPENSATION IN For No Management ADVISORY VOTE. 3 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 1A. ELECTION OF DIRECTOR: HOWARD I. ATKINS For No Management 1B. ELECTION OF DIRECTOR: DAVID A. BARNES For For Management 1C. ELECTION OF DIRECTOR: LESLIE STONE For For Management HEISZ 1D. ELECTION OF DIRECTOR: JOHN R. INGRAM For No Management 1E. ELECTION OF DIRECTOR: DALE R. LAURANCE For For Management 1F. ELECTION OF DIRECTOR: LINDA FAYNE For No Management LEVINSON 1G. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1H. ELECTION OF DIRECTOR: CAROL G. MILLS For For Management 1I. ELECTION OF DIRECTOR: ALAIN MONIE For For Management 1J. ELECTION OF DIRECTOR: WADE OOSTERMAN For For Management 2 APPROVAL OF EXECUTIVE COMPENSATION IN For No Management ADVISORY VOTE. 3 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 1A. ELECTION OF DIRECTOR: HOWARD I. ATKINS For No Management 1B. ELECTION OF DIRECTOR: DAVID A. BARNES For For Management 1C. ELECTION OF DIRECTOR: LESLIE STONE For For Management HEISZ 1D. ELECTION OF DIRECTOR: JOHN R. INGRAM For No Management 1E. ELECTION OF DIRECTOR: DALE R. LAURANCE For For Management 1F. ELECTION OF DIRECTOR: LINDA FAYNE For No Management LEVINSON 1G. ELECTION OF DIRECTOR: SCOTT A. MCGREGOR For For Management 1H. ELECTION OF DIRECTOR: CAROL G. MILLS For For Management 1I. ELECTION OF DIRECTOR: ALAIN MONIE For For Management 1J. ELECTION OF DIRECTOR: WADE OOSTERMAN For For Management 2 APPROVAL OF EXECUTIVE COMPENSATION IN For No Management ADVISORY VOTE. 3 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. -------------------------------------------------------------------------------- INGREDION INC Ticker: INGR Security ID: 457187102 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: LUIS For For Management ARANGUREN-TRELLEZ 1B. ELECTION OF DIRECTOR: DAVID B. FISCHER For For Management 1C. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1D. ELECTION OF DIRECTOR: PAUL HANRAHAN For For Management 1E. ELECTION OF DIRECTOR: RHONDA L. JORDAN For For Management 1F. ELECTION OF DIRECTOR: GREGORY B. KENNY For For Management 1G. ELECTION OF DIRECTOR: BARBARA A. KLEIN For For Management 1H. ELECTION OF DIRECTOR: VICTORIA J. REICH For For Management 1I. ELECTION OF DIRECTOR: DWAYNE A. WILSON For For Management 2 TO APPROVE, BY ADVISORY VOTE, THE For For Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS" " 3 TO APPROVE THE INGREDION INCORPORATED For For Management ANNUAL INCENTIVE PLAN 4 TO RATIFY THE APPOINTMENT OF KPMG LLP For No Management AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY AND ITS SUBSIDIARIES, IN RESPECT OF THE COMPANY'S OPERATIONS IN 2015 1A. ELECTION OF DIRECTOR: LUIS For For Management ARANGUREN-TRELLEZ 1B. ELECTION OF DIRECTOR: DAVID B. FISCHER For For Management 1C. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1D. ELECTION OF DIRECTOR: PAUL HANRAHAN For For Management 1E. ELECTION OF DIRECTOR: RHONDA L. JORDAN For For Management 1F. ELECTION OF DIRECTOR: GREGORY B. KENNY For For Management 1G. ELECTION OF DIRECTOR: BARBARA A. KLEIN For For Management 1H. ELECTION OF DIRECTOR: VICTORIA J. REICH For For Management 1I. ELECTION OF DIRECTOR: DWAYNE A. WILSON For For Management 2 TO APPROVE, BY ADVISORY VOTE, THE For For Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS" " 3 TO APPROVE THE INGREDION INCORPORATED For For Management ANNUAL INCENTIVE PLAN 4 TO RATIFY THE APPOINTMENT OF KPMG LLP For No Management AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY AND ITS SUBSIDIARIES, IN RESPECT OF THE COMPANY'S OPERATIONS IN 2015 1A. ELECTION OF DIRECTOR: LUIS For For Management ARANGUREN-TRELLEZ 1B. ELECTION OF DIRECTOR: DAVID B. FISCHER For For Management 1C. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1D. ELECTION OF DIRECTOR: PAUL HANRAHAN For For Management 1E. ELECTION OF DIRECTOR: RHONDA L. JORDAN For For Management 1F. ELECTION OF DIRECTOR: GREGORY B. KENNY For For Management 1G. ELECTION OF DIRECTOR: BARBARA A. KLEIN For For Management 1H. ELECTION OF DIRECTOR: VICTORIA J. REICH For For Management 1I. ELECTION OF DIRECTOR: DWAYNE A. WILSON For For Management 2 TO APPROVE, BY ADVISORY VOTE, THE For For Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS" " 3 TO APPROVE THE INGREDION INCORPORATED For For Management ANNUAL INCENTIVE PLAN 4 TO RATIFY THE APPOINTMENT OF KPMG LLP For No Management AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY AND ITS SUBSIDIARIES, IN RESPECT OF THE COMPANY'S OPERATIONS IN 2015 1A. ELECTION OF DIRECTOR: LUIS For For Management ARANGUREN-TRELLEZ 1B. ELECTION OF DIRECTOR: DAVID B. FISCHER For For Management 1C. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1D. ELECTION OF DIRECTOR: PAUL HANRAHAN For For Management 1E. ELECTION OF DIRECTOR: RHONDA L. JORDAN For For Management 1F. ELECTION OF DIRECTOR: GREGORY B. KENNY For For Management 1G. ELECTION OF DIRECTOR: BARBARA A. KLEIN For For Management 1H. ELECTION OF DIRECTOR: VICTORIA J. REICH For For Management 1I. ELECTION OF DIRECTOR: DWAYNE A. WILSON For For Management 2 TO APPROVE, BY ADVISORY VOTE, THE For For Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS" " 3 TO APPROVE THE INGREDION INCORPORATED For For Management ANNUAL INCENTIVE PLAN 4 TO RATIFY THE APPOINTMENT OF KPMG LLP For No Management AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY AND ITS SUBSIDIARIES, IN RESPECT OF THE COMPANY'S OPERATIONS IN 2015 1A. ELECTION OF DIRECTOR: LUIS For For Management ARANGUREN-TRELLEZ 1B. ELECTION OF DIRECTOR: DAVID B. FISCHER For For Management 1C. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1D. ELECTION OF DIRECTOR: PAUL HANRAHAN For For Management 1E. ELECTION OF DIRECTOR: RHONDA L. JORDAN For For Management 1F. ELECTION OF DIRECTOR: GREGORY B. KENNY For For Management 1G. ELECTION OF DIRECTOR: BARBARA A. KLEIN For For Management 1H. ELECTION OF DIRECTOR: VICTORIA J. REICH For For Management 1I. ELECTION OF DIRECTOR: DWAYNE A. WILSON For For Management 2 TO APPROVE, BY ADVISORY VOTE, THE For For Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS" " 3 TO APPROVE THE INGREDION INCORPORATED For For Management ANNUAL INCENTIVE PLAN 4 TO RATIFY THE APPOINTMENT OF KPMG LLP For No Management AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY AND ITS SUBSIDIARIES, IN RESPECT OF THE COMPANY'S OPERATIONS IN 2015 1A. ELECTION OF DIRECTOR: LUIS For For Management ARANGUREN-TRELLEZ 1B. ELECTION OF DIRECTOR: DAVID B. FISCHER For For Management 1C. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1D. ELECTION OF DIRECTOR: PAUL HANRAHAN For For Management 1E. ELECTION OF DIRECTOR: RHONDA L. JORDAN For For Management 1F. ELECTION OF DIRECTOR: GREGORY B. KENNY For For Management 1G. ELECTION OF DIRECTOR: BARBARA A. KLEIN For For Management 1H. ELECTION OF DIRECTOR: VICTORIA J. REICH For For Management 1I. ELECTION OF DIRECTOR: DWAYNE A. WILSON For For Management 2 TO APPROVE, BY ADVISORY VOTE, THE For For Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS" " 3 TO APPROVE THE INGREDION INCORPORATED For For Management ANNUAL INCENTIVE PLAN 4 TO RATIFY THE APPOINTMENT OF KPMG LLP For No Management AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY AND ITS SUBSIDIARIES, IN RESPECT OF THE COMPANY'S OPERATIONS IN 2015 -------------------------------------------------------------------------------- INMARSAT PLC, LONDON Ticker: Security ID: G4807U103 Meeting Date: MAY 06, 2015 Meeting Type: Annual General Meeting Record Date: APR 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT M Note Non Management TO MEETING ID 452818 DUE TO ADDITION Votable OF RESOLUTION 23. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. 1 RECEIPT OF THE 2014 ANNUAL REPORT For For Management 2 TO APPROVE THE ANNUAL REPORT ON For For Management REMUNERATION 3 TO DECLARE THE FINAL DIVIDEND: THAT For For Management THE FINAL DIVIDEND FOR THE YEAR ENDED 31 DECEMBER 2014 OF 30.26 CENTS (USD) PER ORDINARY SHARE RECOMMENDED BY THE DIRECTORS BE DECLARED PAYABLE ON 29 MAY 2015 TO THE HOLDERS OF ORDINARY SHARES WHOSE NAMES ARE ON THE REG 4 TO ELECT TONY BATES AS A DIRECTOR For For Management 5 TO ELECT ROBERT RUIJTER AS A DIRECTOR For For Management 6 TO ELECT DR HAMADOUN TOURE AS A For For Management DIRECTOR 7 TO RE-ELECT ANDREW SUKAWATY AS A For For Management DIRECTOR 8 TO RE-ELECT RUPERT PEARCE AS A DIRECTOR For For Management 9 TO RE-ELECT SIMON BAX AS A DIRECTOR For For Management 10 TO RE-ELECT SIR BRYAN CARSBERG AS A For For Management DIRECTOR 11 TO RE-ELECT STEPHEN DAVIDSON AS A For For Management DIRECTOR 12 TO RE-ELECT KATHLEEN FLAHERTY AS A For For Management DIRECTOR 13 TO RE-ELECT RTD. GENERAL C. ROBERT For For Management KEHLER AS A DIRECTOR 14 TO RE-ELECT JANICE OBUCHOWSKI AS A For For Management DIRECTOR 15 TO RE-ELECT DR ABRAHAM PELED AS A For For Management DIRECTOR 16 TO RE-ELECT JOHN RENNOCKS AS A DIRECTOR For For Management 17 TO RE-APPOINT THE AUDITOR: THAT For No Management DELOITTE LLP BE RE-APPOINTED AS THE AUDITOR OF THE COMPANY TO HOLD OFFICE FROM THE CONCLUSION OF THIS MEETING UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING OF THE COMPANY AT WHICH ACCOUNTS ARE LAID BEFORE THE MEMBERS 18 TO GIVE THE DIRECTORS AUTHORITY TO For For Management DETERMINE THE AUDITOR'S REMUNERATION 19 AUTHORITY TO MAKE POLITICAL DONATIONS For For Management 20 TO GRANT AUTHORITY TO THE BOARD TO For For Management ALLOT SHARES 21 RENEWAL OF ANNUAL DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS 22 AUTHORITY TO PURCHASE OWN SHARES For For Management 23 NOTICE OF GENERAL MEETINGS For No Management -------------------------------------------------------------------------------- INTEL CORPORATION Ticker: INTC Security ID: 458140100 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD 1A. ELECTION OF DIRECTOR: CHARLENE For For Management BARSHEFSKY 1B. ELECTION OF DIRECTOR: ANEEL BHUSRI For For Management 1C. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1D. ELECTION OF DIRECTOR: SUSAN L. DECKER For For Management 1E. ELECTION OF DIRECTOR: JOHN J. DONAHOE For No Management 1F. ELECTION OF DIRECTOR: REED E. HUNDT For For Management 1G. ELECTION OF DIRECTOR: BRIAN M. KRZANICH For For Management 1H. ELECTION OF DIRECTOR: JAMES D. PLUMMER For For Management 1I. ELECTION OF DIRECTOR: DAVID S. POTTRUCK For For Management 1J. ELECTION OF DIRECTOR: FRANK D. YEARY For For Management 1K. ELECTION OF DIRECTOR: DAVID B. YOFFIE For For Management 2 RATIFICATION OF SELECTION OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 APPROVAL OF AMENDMENT AND EXTENSION OF For For Management THE 2006 EQUITY INCENTIVE PLAN 5 APPROVAL OF EXTENSION OF THE 2006 For For Management STOCK PURCHASE PLAN 6 STOCKHOLDER PROPOSAL ENTITLED HOLY No No Management LAND PRINCIPLES" " 7 STOCKHOLDER PROPOSAL ON WHETHER THE No For Management CHAIRMAN OF THE BOARD SHOULD BE AN INDEPENDENT DIRECTOR 8 STOCKHOLDER PROPOSAL ON WHETHER TO No No Management ADOPT AN ALTERNATIVE VOTE COUNTING STANDARD -------------------------------------------------------------------------------- INTEL CORPORATION Ticker: INTC Security ID: 458140100 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Charlene Barshefsky For For Management 1b Elect Director Aneel Bhusri For For Management 1c Elect Director Andy D. Bryant For For Management 1d Elect Director Susan L. Decker For For Management 1e Elect Director John J. Donahoe For Against Management 1f Elect Director Reed E. Hundt For For Management 1g Elect Director Brian M. Krzanich For For Management 1h Elect Director James D. Plummer For For Management 1i Elect Director David S. Pottruck For For Management 1j Elect Director Frank D. Yeary For For Management 1k Elect Director David B. Yoffie For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management 5 Amend Qualified Employee Stock For For Management Purchase Plan 6 Adopt Holy Land Principles Against Against Shareholder 7 Require Independent Board Chairman Against For Shareholder 8 Provide Vote Counting to Exclude Against Against Shareholder Abstentions -------------------------------------------------------------------------------- INTERCONTINENTAL EXCHANGE, INC. Ticker: ICE Security ID: 45866F104 Meeting Date: MAY 15, 2015 Meeting Type: Annual Record Date: MAR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Charles R. Crisp For For Management 1b Elect Director Jean-Marc Forneri For For Management 1c Elect Director Fred W. Hatfield For For Management 1d Elect Director Terrence F. Martell For For Management 1e Elect Director Callum McCarthy For For Management 1f Elect Director Robert Reid For For Management 1g Elect Director Frederic V. Salerno For For Management 1h Elect Director Jeffrey C. Sprecher For For Management 1i Elect Director Judith A. Sprieser For For Management 1j Elect Director Vincent Tese For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Amend Article to Delete Provisions not For For Management Applicable following the Sale of Euronext -------------------------------------------------------------------------------- INTERNATIONAL PAPER COMPANY Ticker: IP Security ID: 460146103 Meeting Date: MAY 11, 2015 Meeting Type: Annual Record Date: MAR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL 1A. ELECTION OF DIRECTOR: DAVID J. BRONCZEK For For Management 1B. ELECTION OF DIRECTOR: WILLIAM J. BURNS For For Management 1C. ELECTION OF DIRECTOR: AHMET C. DORDUNCU For For Management 1D. ELECTION OF DIRECTOR: ILENE S. GORDON For For Management 1E. ELECTION OF DIRECTOR: JAY L. JOHNSON For For Management 1F. ELECTION OF DIRECTOR: STACEY J. MOBLEY For For Management 1G. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management 1H. ELECTION OF DIRECTOR: MARK S. SUTTON For For Management 1I. ELECTION OF DIRECTOR: JOHN L. For For Management TOWNSEND, III 1J. ELECTION OF DIRECTOR: WILLIAM G. WALTER For For Management 1K. ELECTION OF DIRECTOR: J. STEVEN WHISLER For For Management 1L. ELECTION OF DIRECTOR: RAY G. YOUNG For For Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 A NON-BINDING RESOLUTION TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED UNDER THE HEADING COMPENSATION DISCUSSION & ANALYSIS" " 4 SHAREOWNER PROPOSAL CONCERNING A No For Management POLICY ON ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL -------------------------------------------------------------------------------- INTERNATIONAL PAPER COMPANY Ticker: IP Security ID: 460146103 Meeting Date: MAY 11, 2015 Meeting Type: Annual Record Date: MAR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director David J. Bronczek For For Management 1b Elect Director William J. Burns For For Management 1c Elect Director Ahmet C. Dorduncu For For Management 1d Elect Director Ilene S. Gordon For For Management 1e Elect Director Jay L. Johnson For For Management 1f Elect Director Stacey J. Mobley For For Management 1g Elect Director Joan E. Spero For For Management 1h Elect Director Mark S. Sutton For Against Management 1i Elect Director John L. Townsend, III For For Management 1j Elect Director William G. Walter For For Management 1k Elect Director J. Steven Whisler For For Management 1l Elect Director Ray G. Young For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Pro-rata Vesting of Equity Awards Against For Shareholder -------------------------------------------------------------------------------- INTESA SANPAOLO SPA, TORINO/MILANO Ticker: Security ID: T55067101 Meeting Date: APR 27, 2015 Meeting Type: Ordinary General Meeting Record Date: APR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 PROPOSAL FOR ALLOCATION OF NET INCOME For For Management FOR THE YEAR 2.A REPORT ON REMUNERATION: RESOLUTION For For Management PURSUANT TO ARTICLE 123-TER, PARAGRAPH 6 OF LEGISLATIVE DECREE NO. 58/1998 2.B REMUNERATION AND OWN SHARES: PROPOSAL For For Management FOR THE APPROVAL OF THE INCENTIVE PLAN BASED ON FINANCIAL INSTRUMENTS AND AUTHORISATION FOR THE PURCHASE AND DISPOSAL OF OWN SHARES 2.C REMUNERATION AND OWN SHARES: PROPOSAL For For Management FOR THE APPROVAL OF THE CRITERIA FOR THE DETERMINATION OF THE COMPENSATION TO BE GRANTED IN THE EVENT OF EARLY TERMINATION OF THE EMPLOYMENT AGREEMENT OR EARLY TERMINATION OF OFFICE 2.D REMUNERATION AND OWN SHARES: PROPOSAL For For Management FOR THE APPROVAL OF AN INCREASE IN THE CAP ON VARIABLE-TO-FIXED REMUNERATION FOR SPECIFIC AND LIMITED PROFESSIONAL CATEGORIES AND BUSINESS SEGMENTS CMMT 31 MAR 2015: PLEASE NOTE THAT THE M Note Non Management ITALIAN LANGUAGE AGENDA IS AVAILABLE Votable BY CLICKING ON THE URL LINK: https://materials.proxyvote. com/Approved/99999Z/19840101/NPS_239377. PDF CMMT 31 MAR 2015: PLEASE NOTE THAT THIS IS M Note Non Management A REVISION DUE TO RECEIPT OF ITALIAN Votable AGENDA URL LINK. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------- INVESTMENT TECHNOLOGY GROUP, INC. Ticker: ITG Security ID: 46145F105 Meeting Date: JUN 11, 2015 Meeting Type: Annual Record Date: APR 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For For Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 APPROVAL OF THE COMPANY'S EXECUTIVE For No Management COMPENSATION. 4 APPROVAL OF THE AMENDED AND RESTATED For For Management INVESTMENT TECHNOLOGY GROUP, INC. 2007 OMNIBUS EQUITY COMPENSATION PLAN. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For For Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 APPROVAL OF THE COMPANY'S EXECUTIVE For No Management COMPENSATION. 4 APPROVAL OF THE AMENDED AND RESTATED For For Management INVESTMENT TECHNOLOGY GROUP, INC. 2007 OMNIBUS EQUITY COMPENSATION PLAN. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For For Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 APPROVAL OF THE COMPANY'S EXECUTIVE For No Management COMPENSATION. 4 APPROVAL OF THE AMENDED AND RESTATED For For Management INVESTMENT TECHNOLOGY GROUP, INC. 2007 OMNIBUS EQUITY COMPENSATION PLAN. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For For Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 APPROVAL OF THE COMPANY'S EXECUTIVE For No Management COMPENSATION. 4 APPROVAL OF THE AMENDED AND RESTATED For For Management INVESTMENT TECHNOLOGY GROUP, INC. 2007 OMNIBUS EQUITY COMPENSATION PLAN. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For For Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 APPROVAL OF THE COMPANY'S EXECUTIVE For No Management COMPENSATION. 4 APPROVAL OF THE AMENDED AND RESTATED For For Management INVESTMENT TECHNOLOGY GROUP, INC. 2007 OMNIBUS EQUITY COMPENSATION PLAN. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For For Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 APPROVAL OF THE COMPANY'S EXECUTIVE For No Management COMPENSATION. 4 APPROVAL OF THE AMENDED AND RESTATED For For Management INVESTMENT TECHNOLOGY GROUP, INC. 2007 OMNIBUS EQUITY COMPENSATION PLAN. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For For Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 APPROVAL OF THE COMPANY'S EXECUTIVE For No Management COMPENSATION. 4 APPROVAL OF THE AMENDED AND RESTATED For For Management INVESTMENT TECHNOLOGY GROUP, INC. 2007 OMNIBUS EQUITY COMPENSATION PLAN. -------------------------------------------------------------------------------- JABIL CIRCUIT, INC. Ticker: JBL Security ID: 466313103 Meeting Date: JAN 22, 2015 Meeting Type: Annual Record Date: NOV 24, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF ERNST & For For Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING AUGUST 31, 2015. 3 TO APPROVE (ON AN ADVISORY BASIS) THE For For Management COMPANY'S EXECUTIVE COMPENSATION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF ERNST & For For Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING AUGUST 31, 2015. 3 TO APPROVE (ON AN ADVISORY BASIS) THE For For Management COMPANY'S EXECUTIVE COMPENSATION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF ERNST & For For Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING AUGUST 31, 2015. 3 TO APPROVE (ON AN ADVISORY BASIS) THE For For Management COMPANY'S EXECUTIVE COMPENSATION. -------------------------------------------------------------------------------- JACOBS ENGINEERING GROUP INC. Ticker: JEC Security ID: 469814107 Meeting Date: JAN 29, 2015 Meeting Type: Annual Record Date: DEC 01, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Joseph R. Bronson For For Management 1b Elect Director Juan Jose Suarez Coppel For For Management 1c Elect Director Peter J. Robertson For For Management 1d Elect Director Noel G. Watson For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- JOHNSON & JOHNSON Ticker: JNJ Security ID: 478160104 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: FEB 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN For For Management 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS For For Management 1D. ELECTION OF DIRECTOR: ALEX GORSKY For For Management 1E. ELECTION OF DIRECTOR: SUSAN L. For For Management LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN For For Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY For For Management 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1I. ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1J. ELECTION OF DIRECTOR: A. EUGENE For For Management WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4 SHAREHOLDER PROPOSAL - COMMON SENSE No No Management POLICY REGARDING OVEREXTENDED DIRECTORS 5 SHAREHOLDER PROPOSAL - ALIGNMENT No For Management BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6 SHAREHOLDER PROPOSAL - INDEPENDENT No For Management BOARD CHAIRMAN -------------------------------------------------------------------------------- JOHNSON & JOHNSON Ticker: JNJ Security ID: 478160104 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: FEB 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Mary Sue Coleman For For Management 1b Elect Director D. Scott Davis For For Management 1c Elect Director Ian E. L. Davis For For Management 1d Elect Director Alex Gorsky For Against Management 1e Elect Director Susan L. Lindquist For For Management 1f Elect Director Mark B. McClellan For For Management 1g Elect Director Anne M. Mulcahy For For Management 1h Elect Director William D. Perez For For Management 1i Elect Director Charles Prince For For Management 1j Elect Director A. Eugene Washington For For Management 1k Elect Director Ronald A. Williams For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Policy Regarding Overextended Directors Against Against Shareholder 5 Report on Consistency Between Against For Shareholder Corporate Values and Political Contributions 6 Require Independent Board Chairman Against For Shareholder -------------------------------------------------------------------------------- JOY GLOBAL INC. Ticker: JOY Security ID: 481165108 Meeting Date: MAR 10, 2015 Meeting Type: Annual Record Date: JAN 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edward L. Doheny, II For For Management 1.2 Elect Director Steven L. Gerard For Withhold Management 1.3 Elect Director Mark J. Gliebe For For Management 1.4 Elect Director John T. Gremp For For Management 1.5 Elect Director John Nils Hanson For For Management 1.6 Elect Director Gale E. Klappa For For Management 1.7 Elect Director Richard B. Loynd For For Management 1.8 Elect Director P. Eric Siegert For For Management 1.9 Elect Director James H. Tate For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- JPMORGAN CHASE & CO. Ticker: JPM Security ID: 46625H100 Meeting Date: MAY 19, 2015 Meeting Type: Annual Record Date: MAR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management 1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For No Management 1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management 1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management 1H. ELECTION OF DIRECTOR: LABAN P. For For Management JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For No Management 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For No Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 4 APPROVAL OF AMENDMENT TO LONG-TERM For For Management INCENTIVE PLAN 5 INDEPENDENT BOARD CHAIRMAN - REQUIRE No For Management AN INDEPENDENT CHAIR 6 LOBBYING - REPORT ON POLICIES, No For Management PROCEDURES AND EXPENDITURES 7 SPECIAL SHAREOWNER MEETINGS - REDUCE No No Management OWNERSHIP THRESHOLD FROM 20% TO 10% 8 HOW VOTES ARE COUNTED - COUNT VOTES No No Management USING ONLY FOR AND AGAINST 9 ACCELERATED VESTING PROVISIONS - No For Management REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10 CLAWBACK DISCLOSURE POLICY - DISCLOSE No For Management WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES -------------------------------------------------------------------------------- JPMORGAN CHASE & CO. Ticker: JPM Security ID: 46625H100 Meeting Date: MAY 19, 2015 Meeting Type: Annual Record Date: MAR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Linda B. Bammann For For Management 1b Elect Director James A. Bell For For Management 1c Elect Director Crandall C. Bowles For For Management 1d Elect Director Stephen B. Burke For For Management 1e Elect Director James S. Crown For For Management 1f Elect Director James Dimon For Against Management 1g Elect Director Timothy P. Flynn For For Management 1h Elect Director Laban P. Jackson, Jr. For For Management 1i Elect Director Michael A. Neal For For Management 1j Elect Director Lee R. Raymond For For Management 1k Elect Director William C. Weldon For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Amend Omnibus Stock Plan For For Management 5 Require Independent Board Chairman Against For Shareholder 6 Report on Lobbying Payments and Policy Against For Shareholder 7 Amend Bylaws -- Call Special Meetings Against For Shareholder 8 Provide Vote Counting to Exclude Against Against Shareholder Abstentions 9 Report on Certain Vesting Program Against For Shareholder 10 Disclosure of Recoupment Activity from Against For Shareholder Senior Officers -------------------------------------------------------------------------------- JPMORGAN TR II Ticker: MJGXX Security ID: 4812C2676 Meeting Date: JUL 23, 2014 Meeting Type: Special Record Date: MAR 21, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management -------------------------------------------------------------------------------- KENNAMETAL INC. Ticker: KMT Security ID: 489170100 Meeting Date: OCT 28, 2014 Meeting Type: Annual Record Date: AUG 29, 2014 # Proposal Mgt Rec Vote Cast Sponsor I ELECTION OF DIRECTOR For For Management I ELECTION OF DIRECTOR For For Management I ELECTION OF DIRECTOR For For Management II RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2015. III NON-BINDING (ADVISORY) VOTE TO APPROVE For For Management THE COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. IV APPROVAL OF AMENDMENTS TO THE For For Management COMPANY'S ARTICLES OF INCORPORATION AND BY-LAWS TO ADOPT A MAJORITY VOTING STANDARD FOR DIRECTOR ELECTIONS AND TO ELIMINATE CUMULATIVE VOTING. I ELECTION OF DIRECTOR For For Management I ELECTION OF DIRECTOR For For Management I ELECTION OF DIRECTOR For For Management II RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2015. III NON-BINDING (ADVISORY) VOTE TO APPROVE For For Management THE COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. IV APPROVAL OF AMENDMENTS TO THE For For Management COMPANY'S ARTICLES OF INCORPORATION AND BY-LAWS TO ADOPT A MAJORITY VOTING STANDARD FOR DIRECTOR ELECTIONS AND TO ELIMINATE CUMULATIVE VOTING. I ELECTION OF DIRECTOR For For Management I ELECTION OF DIRECTOR For For Management I ELECTION OF DIRECTOR For For Management II RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2015. III NON-BINDING (ADVISORY) VOTE TO APPROVE For For Management THE COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. IV APPROVAL OF AMENDMENTS TO THE For For Management COMPANY'S ARTICLES OF INCORPORATION AND BY-LAWS TO ADOPT A MAJORITY VOTING STANDARD FOR DIRECTOR ELECTIONS AND TO ELIMINATE CUMULATIVE VOTING. -------------------------------------------------------------------------------- KENNAMETAL INC. Ticker: KMT Security ID: 489170100 Meeting Date: OCT 28, 2014 Meeting Type: Annual Record Date: AUG 29, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Philip A. Dur For For Management 1.2 Elect Director Timothy R. McLevish For For Management 1.3 Elect Director Steven H. Wunning For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Adopt Majority Voting for Uncontested For Against Management Election of Directors -------------------------------------------------------------------------------- KEURIG GREEN MOUNTAIN, INC. Ticker: GMCR Security ID: 49271M100 Meeting Date: JAN 29, 2015 Meeting Type: Annual Record Date: DEC 01, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management EXECUTIVE COMPENSATION AS DISCLOSED IN THE PROXY STATEMENT; 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015; AND 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management EXECUTIVE COMPENSATION AS DISCLOSED IN THE PROXY STATEMENT; 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015; AND 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management EXECUTIVE COMPENSATION AS DISCLOSED IN THE PROXY STATEMENT; 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015; AND -------------------------------------------------------------------------------- KEYCORP Ticker: KEY Security ID: 493267108 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management INDEPENDENT AUDITOR. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 SHAREHOLDER PROPOSAL SEEKING TO No For Management SEPARATE THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER ROLES. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management INDEPENDENT AUDITOR. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 SHAREHOLDER PROPOSAL SEEKING TO No For Management SEPARATE THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER ROLES. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management INDEPENDENT AUDITOR. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 4 SHAREHOLDER PROPOSAL SEEKING TO No For Management SEPARATE THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER ROLES. -------------------------------------------------------------------------------- KEYSIGHT TECHNOLOGIES, INC. Ticker: KEYS Security ID: 49338L103 Meeting Date: MAR 19, 2015 Meeting Type: Annual Record Date: JAN 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ronald S. Nersesian For For Management 1.2 Elect Director Charles J. Dockendorff For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Approve Omnibus Stock Plan For For Management 4 Approve Executive Incentive Bonus Plan For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- KIMBERLY-CLARK CORPORATION Ticker: KMB Security ID: 494368103 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: MAR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT 1A ELECTION OF DIRECTOR: JOHN F. BERGSTROM For For Management 1B ELECTION OF DIRECTOR: ABELARDO E. BRU For For Management 1C ELECTION OF DIRECTOR: ROBERT W. DECHERD For For Management 1D ELECTION OF DIRECTOR: THOMAS J. FALK For For Management 1E ELECTION OF DIRECTOR: FABIAN T. GARCIA For For Management 1F ELECTION OF DIRECTOR: MAE C. JEMISON, For For Management M.D. 1G ELECTION OF DIRECTOR: JAMES M. JENNESS For For Management 1H ELECTION OF DIRECTOR: NANCY J. KARCH For For Management 1I ELECTION OF DIRECTOR: IAN C. READ For For Management 1J ELECTION OF DIRECTOR: LINDA JOHNSON For For Management RICE 1K ELECTION OF DIRECTOR: MARC J. SHAPIRO For For Management 2 RATIFICATION OF AUDITORS For No Management 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL REGARDING THE No For Management RIGHT TO ACT BY WRITTEN CONSENT -------------------------------------------------------------------------------- KINROSS GOLD CORPORATION Ticker: K Security ID: 496902404 Meeting Date: MAY 06, 2015 Meeting Type: Annual/Special Record Date: MAR 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John A. Brough For For Management 1.2 Elect Director John K. Carrington For For Management 1.3 Elect Director John M. H. Huxley For For Management 1.4 Elect Director Ave G. Lethbridge For For Management 1.5 Elect Director Catherine McLeod-Seltzer For For Management 1.6 Elect Director John E. Oliver For For Management 1.7 Elect Director Kelly J. Osborne For For Management 1.8 Elect Director Una M. Power For For Management 1.9 Elect Director J. Paul Rollinson For For Management 2 Approve KPMG LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration 3 Advisory Vote on Executive For For Management Compensation Approach 4 Approve Shareholder Rights Plan For For Management 5 Amend Articles For For Management 6 Amend By-laws For For Management -------------------------------------------------------------------------------- KLA-TENCOR CORPORATION Ticker: KLAC Security ID: 482480100 Meeting Date: NOV 05, 2014 Meeting Type: Annual Record Date: SEP 16, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. -------------------------------------------------------------------------------- KLA-TENCOR CORPORATION Ticker: KLAC Security ID: 482480100 Meeting Date: NOV 05, 2014 Meeting Type: Annual Record Date: SEP 16, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edward W. Barnholt For For Management 1.2 Elect Director Robert M. Calderoni For For Management 1.3 Elect Director John T. Dickson For For Management 1.4 Elect Director Emiko Higashi For For Management 1.5 Elect Director Kevin J. Kennedy For For Management 1.6 Elect Director Gary B. Moore For For Management 1.7 Elect Director Robert A. Rango For For Management 1.8 Elect Director Richard P. Wallace For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- KNOWLES CORPORATION Ticker: KN Security ID: 49926D109 Meeting Date: MAY 05, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 3 NONBINDING ADVISORY VOTE ON FISCAL For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF PERFORMANCE MEASURES UNDER For For Management THE KNOWLES CORPORATION EXECUTIVE OFFICER ANNUAL INCENTIVE PLAN. 5 APPROVAL OF PERFORMANCE MEASURES UNDER For For Management THE KNOWLES CORPORATION 2014 EQUITY AND CASH INCENTIVE PLAN. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 3 NONBINDING ADVISORY VOTE ON FISCAL For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF PERFORMANCE MEASURES UNDER For For Management THE KNOWLES CORPORATION EXECUTIVE OFFICER ANNUAL INCENTIVE PLAN. 5 APPROVAL OF PERFORMANCE MEASURES UNDER For For Management THE KNOWLES CORPORATION 2014 EQUITY AND CASH INCENTIVE PLAN. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 3 NONBINDING ADVISORY VOTE ON FISCAL For For Management 2014 NAMED EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF PERFORMANCE MEASURES UNDER For For Management THE KNOWLES CORPORATION EXECUTIVE OFFICER ANNUAL INCENTIVE PLAN. 5 APPROVAL OF PERFORMANCE MEASURES UNDER For For Management THE KNOWLES CORPORATION 2014 EQUITY AND CASH INCENTIVE PLAN. -------------------------------------------------------------------------------- KOHL'S CORPORATION Ticker: KSS Security ID: 500255104 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAR 11, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For Take No Management Action 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For Take No Management Action 1C. ELECTION OF DIRECTOR: DALE E. JONES For Take No Management Action 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For Take No Management Action 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For Take No Management Action 1F. ELECTION OF DIRECTOR: FRANK V. SICA For Take No Management Action 1G. ELECTION OF DIRECTOR: STEPHANIE A. For Take No Management STREETER Action 1H. ELECTION OF DIRECTOR: NINA G. VACA For Take No Management Action 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For Take No Management Action 2 RATIFY APPOINTMENT OF ERNST & YOUNG For Take No Management LLP AS INDEPENDENT REGISTERED PUBLIC Action ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For Take No Management EXECUTIVE OFFICER COMPENSATION. Action 4 SHAREHOLDER PROPOSAL: RECOVERY OF No Take No Management UNEARNED MANAGEMENT BONUSES. Action 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No Take No Management Action 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For Take No Management Action 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For Take No Management Action 1C. ELECTION OF DIRECTOR: DALE E. JONES For Take No Management Action 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For Take No Management Action 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For Take No Management Action 1F. ELECTION OF DIRECTOR: FRANK V. SICA For Take No Management Action 1G. ELECTION OF DIRECTOR: STEPHANIE A. For Take No Management STREETER Action 1H. ELECTION OF DIRECTOR: NINA G. VACA For Take No Management Action 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For Take No Management Action 2 RATIFY APPOINTMENT OF ERNST & YOUNG For Take No Management LLP AS INDEPENDENT REGISTERED PUBLIC Action ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For Take No Management EXECUTIVE OFFICER COMPENSATION. Action 4 SHAREHOLDER PROPOSAL: RECOVERY OF No Take No Management UNEARNED MANAGEMENT BONUSES. Action 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No Take No Management Action 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management 1A. ELECTION OF DIRECTOR: PETER BONEPARTH For For Management 1B. ELECTION OF DIRECTOR: STEVEN A. BURD For For Management 1C. ELECTION OF DIRECTOR: DALE E. JONES For For Management 1D. ELECTION OF DIRECTOR: KEVIN MANSELL For For Management 1E. ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE For For Management 1F. ELECTION OF DIRECTOR: FRANK V. SICA For For Management 1G. ELECTION OF DIRECTOR: STEPHANIE A. For No Management STREETER 1H. ELECTION OF DIRECTOR: NINA G. VACA For For Management 1I. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 2 RATIFY APPOINTMENT OF ERNST & YOUNG For No Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON APPROVAL OF NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL: RECOVERY OF No For Management UNEARNED MANAGEMENT BONUSES. 5 SHAREHOLDER PROPOSAL: PROXY ACCESS. No For Management -------------------------------------------------------------------------------- L-3 COMMUNICATIONS HOLDINGS, INC. Ticker: LLL Security ID: 502424104 Meeting Date: MAY 05, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1a Elect Director Ann E. Dunwoody For For Management 1.1b Elect Director Lewis Kramer For For Management 1.1c Elect Director Robert B. Millard For For Management 1.1d Elect Director Vincent Pagano, Jr. For For Management 1.1e Elect Director H. Hugh Shelton For For Management 1.1f Elect Director Arthur L. Simon For For Management 1.1g Elect Director Michael T. Strianese For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Adopt the Jurisdiction of For Against Management Incorporation as the Exclusive Forum for Certain Disputes 5 Amend Bylaws to Call Special Meetings Against For Shareholder -------------------------------------------------------------------------------- LAM RESEARCH CORPORATION Ticker: LRCX Security ID: 512807108 Meeting Date: NOV 06, 2014 Meeting Type: Annual Record Date: SEP 08, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Martin B. Anstice For For Management 1.2 Elect Director Eric K. Brandt For For Management 1.3 Elect Director Michael R. Cannon For For Management 1.4 Elect Director Youssef A. El-Mansy For For Management 1.5 Elect Director Christine A. Heckart For For Management 1.6 Elect Director Grant M. Inman For For Management 1.7 Elect Director Catherine P. Lego For For Management 1.8 Elect Director Stephen G. Newberry For For Management 1.9 Elect Director Krishna C. Saraswat For For Management 1.10 Elect Director William R. Spivey For For Management 1.11 Elect Director Abhijit Y. Talwalkar For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- LANDEC CORPORATION Ticker: LNDC Security ID: 514766104 Meeting Date: OCT 09, 2014 Meeting Type: Annual Record Date: AUG 15, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MAY 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MAY 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MAY 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MAY 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MAY 31, 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. -------------------------------------------------------------------------------- LIBERTY INTERACTIVE CORPORATION Ticker: LINTA Security ID: 53071M104 Meeting Date: AUG 04, 2014 Meeting Type: Annual Record Date: JUN 19, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Evan D. Malone For For Management 1.2 Elect Director David E. Rapley For For Management 1.3 Elect Director Larry E. Romrell For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- LIBERTY INTERACTIVE CORPORATION Ticker: QVCA Security ID: 53071M104 Meeting Date: JUN 02, 2015 Meeting Type: Annual Record Date: APR 07, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael A. George For For Management 1.2 Elect Director Gregory B. Maffei For For Management 1.3 Elect Director M. LaVoy Robison For For Management 2 Approve the Group Name Change Proposal For For Management 3 Increase Authorized Common Stock For Against Management 4 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- LIBERTY INTERACTIVE CORPORATION Ticker: QVCA Security ID: 53071M880 Meeting Date: JUN 02, 2015 Meeting Type: Annual Record Date: APR 07, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael A. George For For Management 1.2 Elect Director Gregory B. Maffei For For Management 1.3 Elect Director M. LaVoy Robison For For Management 2 Approve the Group Name Change Proposal For For Management 3 Increase Authorized Common Stock For Against Management 4 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- LINCOLN NATIONAL CORPORATION Ticker: LNC Security ID: 534187109 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 ELECTION OF DIRECTOR: GEORGE W. For For Management HENDERSON, III 1.2 ELECTION OF DIRECTOR: ERIC G. JOHNSON For For Management 1.3 ELECTION OF DIRECTOR: M. LEANNE LACHMAN For For Management 1.4 ELECTION OF DIRECTOR: ISAIAH TIDWELL For For Management 2 THE RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 THE APPROVAL OF AN ADVISORY RESOLUTION For For Management ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1.1 ELECTION OF DIRECTOR: GEORGE W. For For Management HENDERSON, III 1.2 ELECTION OF DIRECTOR: ERIC G. JOHNSON For For Management 1.3 ELECTION OF DIRECTOR: M. LEANNE LACHMAN For For Management 1.4 ELECTION OF DIRECTOR: ISAIAH TIDWELL For For Management 2 THE RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 THE APPROVAL OF AN ADVISORY RESOLUTION For For Management ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1.1 ELECTION OF DIRECTOR: GEORGE W. For For Management HENDERSON, III 1.2 ELECTION OF DIRECTOR: ERIC G. JOHNSON For For Management 1.3 ELECTION OF DIRECTOR: M. LEANNE LACHMAN For For Management 1.4 ELECTION OF DIRECTOR: ISAIAH TIDWELL For For Management 2 THE RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 THE APPROVAL OF AN ADVISORY RESOLUTION For For Management ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1.1 ELECTION OF DIRECTOR: GEORGE W. For For Management HENDERSON, III 1.2 ELECTION OF DIRECTOR: ERIC G. JOHNSON For For Management 1.3 ELECTION OF DIRECTOR: M. LEANNE LACHMAN For For Management 1.4 ELECTION OF DIRECTOR: ISAIAH TIDWELL For For Management 2 THE RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 THE APPROVAL OF AN ADVISORY RESOLUTION For For Management ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1.1 ELECTION OF DIRECTOR: GEORGE W. For For Management HENDERSON, III 1.2 ELECTION OF DIRECTOR: ERIC G. JOHNSON For For Management 1.3 ELECTION OF DIRECTOR: M. LEANNE LACHMAN For For Management 1.4 ELECTION OF DIRECTOR: ISAIAH TIDWELL For For Management 2 THE RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 THE APPROVAL OF AN ADVISORY RESOLUTION For For Management ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1.1 ELECTION OF DIRECTOR: GEORGE W. For For Management HENDERSON, III 1.2 ELECTION OF DIRECTOR: ERIC G. JOHNSON For For Management 1.3 ELECTION OF DIRECTOR: M. LEANNE LACHMAN For For Management 1.4 ELECTION OF DIRECTOR: ISAIAH TIDWELL For For Management 2 THE RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 THE APPROVAL OF AN ADVISORY RESOLUTION For For Management ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------- LINDSAY CORPORATION Ticker: LNN Security ID: 535555106 Meeting Date: JAN 26, 2015 Meeting Type: Annual Record Date: DEC 01, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF 2015 LONG-TERM INCENTIVE For For Management PLAN. 3 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING AUGUST 31, 2015. 4 NON-BINDING VOTE ON RESOLUTION TO For For Management APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF 2015 LONG-TERM INCENTIVE For For Management PLAN. 3 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING AUGUST 31, 2015. 4 NON-BINDING VOTE ON RESOLUTION TO For For Management APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF 2015 LONG-TERM INCENTIVE For For Management PLAN. 3 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING AUGUST 31, 2015. 4 NON-BINDING VOTE ON RESOLUTION TO For For Management APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF 2015 LONG-TERM INCENTIVE For For Management PLAN. 3 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING AUGUST 31, 2015. 4 NON-BINDING VOTE ON RESOLUTION TO For For Management APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF 2015 LONG-TERM INCENTIVE For For Management PLAN. 3 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING AUGUST 31, 2015. 4 NON-BINDING VOTE ON RESOLUTION TO For For Management APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF 2015 LONG-TERM INCENTIVE For For Management PLAN. 3 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING AUGUST 31, 2015. 4 NON-BINDING VOTE ON RESOLUTION TO For For Management APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------- LLOYDS BANKING GROUP PLC, EDINBURGH Ticker: Security ID: G5533W248 Meeting Date: MAY 14, 2015 Meeting Type: Annual General Meeting Record Date: MAR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 2 ELECTION OF Mr A P DICKINSON For For Management 3 ELECTION OF Mr S P HENRY For For Management 4 ELECTION OF Mr N E T PRETTEJOHN For For Management 5 RE ELECTION OF LORD BLACKWELL For For Management 6 RE ELECTION OF Mr J COLOMBAS For For Management 7 RE ELECTION OF Mr M G CULMER For For Management 8 RE ELECTION OF Ms C J FAIRBAIRN For For Management 9 RE ELECTION OF Ms A M FREW For For Management 10 RE ELECTION OF Mr A HORTA OSORIO For For Management 11 RE ELECTION OF Mr D D J JOHN For For Management 12 RE ELECTION OF Mr N L LUFF For For Management 13 RE ELECTION OF Mr A WATSON For For Management 14 RE ELECTION OF Ms S V WELLER For For Management 15 APPROVAL OF A DIVIDEND OF 0.75P PER For For Management ORDINARY SHARE 16 REAPPOINT PRICEWATERHOUSECOOPERS LLP For No Management AS AUDITORS 17 AUTHORITY TO SET THE REMUNERATION OF For For Management THE AUDITOR 1 RECEIVE THE REPORT AND ACCOUNTS FOR For For Management YEAR ENDED 31 DECEMBER 2014 19 AUTHORITY TO MAKE POLITICAL DONATIONS For For Management OR TO INCUR POLITICAL EXPENDITURE 20 DIRECTORS AUTHORITY TO ALLOT SHARES For For Management 21 DIRECTORS AUTHORITY TO ALLOT For For Management REGULATORY CAPITAL CONVERTIBLE INSTRUMENTS 22 LIMITED DISAPPLICATION OF PRE-EMPTION For For Management RIGHTS ORDINARY SHARES 23 LIMITED DISAPPLICATION OF PRE-EMPTION For For Management RIGHTS REGULATORY CAPITAL CONVERTIBLE INSTRUMENTS 24 AUTHORITY TO PURCHASE OWN ORDINARY For For Management SHARES 25 AUTHORITY TO PURCHASE OWN PREFERENCE For For Management SHARES 26 AMENDMENTS TO THE ARTICLES OF For For Management ASSOCIATION LIMITED VOTING SHARES 18 APPROVAL OF THE DIRECTORS REMUNERATION For For Management IMPLEMENTATION REPORT 27 AMENDMENTS TO THE ARTICLES OF For For Management ASSOCIATION DEFERRED SHARES 28 NOTICE PERIOD FOR GENERAL MEETINGS For No Management CMMT 04 APR 2015: PLEASE NOTE THAT THIS IS M Note Non Management A REVISION DUE TO RECEIPT OF NAME IN Votable RESOLUTION 16. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------- LOEWS CORPORATION Ticker: L Security ID: 540424108 Meeting Date: MAY 12, 2015 Meeting Type: Annual Record Date: MAR 18, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Lawrence S. Bacow For Against Management 1b Elect Director Ann E. Berman For Against Management 1c Elect Director Joseph L. Bower For Against Management 1d Elect Director Charles D. Davidson For Against Management 1e Elect Director Charles M. Diker For Against Management 1f Elect Director Jacob A. Frenkel For Against Management 1g Elect Director Paul J. Fribourg For Against Management 1h Elect Director Walter L. Harris For Against Management 1i Elect Director Philip A. Laskawy For Against Management 1j Elect Director Ken Miller For Against Management 1k Elect Director Andrew H. Tisch For Against Management 1l Elect Director James S. Tisch For Against Management 1m Elect Director Jonathan M. Tisch For Against Management 1n Elect Director Anthony Welters For Against Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- LOWE'S COMPANIES, INC. Ticker: LOW Security ID: 548661107 Meeting Date: MAY 29, 2015 Meeting Type: Annual Record Date: MAR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 ADVISORY APPROVAL OF LOWE'S NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS LOWE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 ADVISORY APPROVAL OF LOWE'S NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS LOWE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 ADVISORY APPROVAL OF LOWE'S NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS LOWE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 ADVISORY APPROVAL OF LOWE'S NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS LOWE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. -------------------------------------------------------------------------------- M&T BANK CORPORATION Ticker: MTB Security ID: 55261F104 Meeting Date: APR 21, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Brent D. Baird For For Management 1.2 Elect Director C. Angela Bontempo For For Management 1.3 Elect Director Robert T. Brady For For Management 1.4 Elect Director T. Jefferson For For Management Cunningham, III 1.5 Elect Director Mark J. Czarnecki For For Management 1.6 Elect Director Gary N. Geisel For For Management 1.7 Elect Director John D. Hawke, Jr. For For Management 1.8 Elect Director Patrick W.E. Hodgson For For Management 1.9 Elect Director Richard G. King For For Management 1.10 Elect Director Melinda R. Rich For For Management 1.11 Elect Director Robert E. Sadler, Jr. For For Management 1.12 Elect Director Herbert L. Washington For For Management 1.13 Elect Director Robert G. Wilmers For For Management 2 Amend Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- MACK-CALI REALTY CORPORATION Ticker: CLI Security ID: 554489104 Meeting Date: MAY 11, 2015 Meeting Type: Annual Record Date: APR 01, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 ADVISORY VOTE APPROVING THE For No Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS SUCH COMPENSATION IS DESCRIBED UNDER THE COMPENSATION DISCUSSION AND ANALYSIS" AND "EXECUTIVE COMPENSATION" SECTIONS OF THE ACCOMPANYING PROXY STATEMENT. " 3 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 4 APPROVAL OF A SHAREHOLDER PROPOSAL, IF No For Management PRESENTED AT MEETING, REQUESTING THAT COMPANY ADOPT A POLICY THAT, IN THE EVENT OF A CHANGE OF CONTROL OF COMPANY, WOULD PROHIBIT ACCELERATED VESTING OF EQUITY AWARDS GRANTED TO SENIOR EXECUTIVE OFFICERS OF THE COMPA 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 ADVISORY VOTE APPROVING THE For No Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS SUCH COMPENSATION IS DESCRIBED UNDER THE COMPENSATION DISCUSSION AND ANALYSIS" AND "EXECUTIVE COMPENSATION" SECTIONS OF THE ACCOMPANYING PROXY STATEMENT. " 3 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 4 APPROVAL OF A SHAREHOLDER PROPOSAL, IF No For Management PRESENTED AT MEETING, REQUESTING THAT COMPANY ADOPT A POLICY THAT, IN THE EVENT OF A CHANGE OF CONTROL OF COMPANY, WOULD PROHIBIT ACCELERATED VESTING OF EQUITY AWARDS GRANTED TO SENIOR EXECUTIVE OFFICERS OF THE COMPA 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 ADVISORY VOTE APPROVING THE For No Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS SUCH COMPENSATION IS DESCRIBED UNDER THE COMPENSATION DISCUSSION AND ANALYSIS" AND "EXECUTIVE COMPENSATION" SECTIONS OF THE ACCOMPANYING PROXY STATEMENT. " 3 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 4 APPROVAL OF A SHAREHOLDER PROPOSAL, IF No For Management PRESENTED AT MEETING, REQUESTING THAT COMPANY ADOPT A POLICY THAT, IN THE EVENT OF A CHANGE OF CONTROL OF COMPANY, WOULD PROHIBIT ACCELERATED VESTING OF EQUITY AWARDS GRANTED TO SENIOR EXECUTIVE OFFICERS OF THE COMPA 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 ADVISORY VOTE APPROVING THE For No Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS SUCH COMPENSATION IS DESCRIBED UNDER THE COMPENSATION DISCUSSION AND ANALYSIS" AND "EXECUTIVE COMPENSATION" SECTIONS OF THE ACCOMPANYING PROXY STATEMENT. " 3 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 4 APPROVAL OF A SHAREHOLDER PROPOSAL, IF No For Management PRESENTED AT MEETING, REQUESTING THAT COMPANY ADOPT A POLICY THAT, IN THE EVENT OF A CHANGE OF CONTROL OF COMPANY, WOULD PROHIBIT ACCELERATED VESTING OF EQUITY AWARDS GRANTED TO SENIOR EXECUTIVE OFFICERS OF THE COMPA 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 ADVISORY VOTE APPROVING THE For No Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS SUCH COMPENSATION IS DESCRIBED UNDER THE COMPENSATION DISCUSSION AND ANALYSIS" AND "EXECUTIVE COMPENSATION" SECTIONS OF THE ACCOMPANYING PROXY STATEMENT. " 3 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 4 APPROVAL OF A SHAREHOLDER PROPOSAL, IF No For Management PRESENTED AT MEETING, REQUESTING THAT COMPANY ADOPT A POLICY THAT, IN THE EVENT OF A CHANGE OF CONTROL OF COMPANY, WOULD PROHIBIT ACCELERATED VESTING OF EQUITY AWARDS GRANTED TO SENIOR EXECUTIVE OFFICERS OF THE COMPA 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 ADVISORY VOTE APPROVING THE For No Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS SUCH COMPENSATION IS DESCRIBED UNDER THE COMPENSATION DISCUSSION AND ANALYSIS" AND "EXECUTIVE COMPENSATION" SECTIONS OF THE ACCOMPANYING PROXY STATEMENT. " 3 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 4 APPROVAL OF A SHAREHOLDER PROPOSAL, IF No For Management PRESENTED AT MEETING, REQUESTING THAT COMPANY ADOPT A POLICY THAT, IN THE EVENT OF A CHANGE OF CONTROL OF COMPANY, WOULD PROHIBIT ACCELERATED VESTING OF EQUITY AWARDS GRANTED TO SENIOR EXECUTIVE OFFICERS OF THE COMPA 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 ADVISORY VOTE APPROVING THE For No Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS SUCH COMPENSATION IS DESCRIBED UNDER THE COMPENSATION DISCUSSION AND ANALYSIS" AND "EXECUTIVE COMPENSATION" SECTIONS OF THE ACCOMPANYING PROXY STATEMENT. " 3 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 4 APPROVAL OF A SHAREHOLDER PROPOSAL, IF No For Management PRESENTED AT MEETING, REQUESTING THAT COMPANY ADOPT A POLICY THAT, IN THE EVENT OF A CHANGE OF CONTROL OF COMPANY, WOULD PROHIBIT ACCELERATED VESTING OF EQUITY AWARDS GRANTED TO SENIOR EXECUTIVE OFFICERS OF THE COMPA 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 ADVISORY VOTE APPROVING THE For No Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS SUCH COMPENSATION IS DESCRIBED UNDER THE COMPENSATION DISCUSSION AND ANALYSIS" AND "EXECUTIVE COMPENSATION" SECTIONS OF THE ACCOMPANYING PROXY STATEMENT. " 3 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 4 APPROVAL OF A SHAREHOLDER PROPOSAL, IF No For Management PRESENTED AT MEETING, REQUESTING THAT COMPANY ADOPT A POLICY THAT, IN THE EVENT OF A CHANGE OF CONTROL OF COMPANY, WOULD PROHIBIT ACCELERATED VESTING OF EQUITY AWARDS GRANTED TO SENIOR EXECUTIVE OFFICERS OF THE COMPA -------------------------------------------------------------------------------- MACY'S, INC. Ticker: M Security ID: 55616P104 Meeting Date: MAY 15, 2015 Meeting Type: Annual Record Date: MAR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Stephen F. Bollenbach For For Management 1b Elect Director John A. Bryant For For Management 1c Elect Director Deirdre P. Connelly For For Management 1d Elect Director Meyer Feldberg For For Management 1e Elect Director Leslie D. Hale For For Management 1f Elect Director Sara Levinson For For Management 1g Elect Director Terry J. Lundgren For Against Management 1h Elect Director Joseph Neubauer For For Management 1i Elect Director Joyce M. Roche For For Management 1j Elect Director Paul C. Varga For For Management 1k Elect Director Craig E. Weatherup For For Management 1l Elect Director Marna C. Whittington For For Management 1m Elect Director Annie Young-Scrivner For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- MANPOWERGROUP INC. Ticker: MAN Security ID: 56418H100 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: FEB 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 ELECTION OF DIRECTOR: CARI M. DOMINGUEZ For For Management 1.2 ELECTION OF DIRECTOR: JEFFREY A. For For Management JOERRES 1.3 ELECTION OF DIRECTOR: ROBERTO MENDOZA For For Management 1.4 ELECTION OF DIRECTOR: ULICE PAYNE, JR. For For Management 1.5 ELECTION OF DIRECTOR: JONAS PRISING For For Management 1.6 ELECTION OF DIRECTOR: PAUL READ For For Management 1.7 ELECTION OF DIRECTOR: ELIZABETH P. For For Management SARTAIN 1.8 ELECTION OF DIRECTOR: JOHN R. WALTER For For Management 1.9 ELECTION OF DIRECTOR: EDWARD J. ZORE For For Management 2. RATIFICATION OF DELOITTE & TOUCHE LLP For For Management AS INDEPENDENT AUDITORS FOR 2015. 3. ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------- MANPOWERGROUP INC. Ticker: MAN Security ID: 56418H100 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: FEB 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Cari M. Dominguez For For Management 1.2 Elect Director Jeffrey A. Joerres For For Management 1.3 Elect Director Roberto Mendoza For For Management 1.4 Elect Director Ulice Payne, Jr. For For Management 1.5 Elect Director Jonas Prising For For Management 1.6 Elect Director Paul Read For For Management 1.7 Elect Director Elizabeth P. Sartain For For Management 1.8 Elect Director John R. Walter For For Management 1.9 Elect Director Edward J. Zore For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- MARATHON OIL CORPORATION Ticker: MRO Security ID: 565849106 Meeting Date: APR 29, 2015 Meeting Type: Annual Record Date: MAR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU For For Management 1C. ELECTION OF DIRECTOR: CHADWICK C. For No Management DEATON 1D. ELECTION OF DIRECTOR: MARCELA E. For For Management DONADIO 1E. ELECTION OF DIRECTOR: PHILIP LADER For For Management 1F. ELECTION OF DIRECTOR: MICHAEL E.J. For For Management PHELPS 1G. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1H. ELECTION OF DIRECTOR: LEE M. TILLMAN For For Management 2 RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 3 ADVISORY VOTE TO APPROVE OUR NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 STOCKHOLDER PROPOSAL SEEKING APPROVAL No For Management OF STOCKHOLDERS' RIGHTS TO PROXY ACCESS. 5 STOCKHOLDER PROPOSAL SEEKING A REPORT No For Management REGARDING CLIMATE CHANGE RISK. -------------------------------------------------------------------------------- MATERION CORPORATION Ticker: MTRN Security ID: 576690101 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF ERNST & For For Management YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY 3 TO APPROVE, BY NON-BINDING VOTE, NAMED For No Management EXECUTIVE OFFICER COMPENSATION 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF ERNST & For For Management YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY 3 TO APPROVE, BY NON-BINDING VOTE, NAMED For No Management EXECUTIVE OFFICER COMPENSATION 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF ERNST & For For Management YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY 3 TO APPROVE, BY NON-BINDING VOTE, NAMED For No Management EXECUTIVE OFFICER COMPENSATION 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF ERNST & For For Management YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY 3 TO APPROVE, BY NON-BINDING VOTE, NAMED For No Management EXECUTIVE OFFICER COMPENSATION 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF ERNST & For For Management YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY 3 TO APPROVE, BY NON-BINDING VOTE, NAMED For No Management EXECUTIVE OFFICER COMPENSATION 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF ERNST & For For Management YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY 3 TO APPROVE, BY NON-BINDING VOTE, NAMED For No Management EXECUTIVE OFFICER COMPENSATION -------------------------------------------------------------------------------- MATTEL, INC. Ticker: MAT Security ID: 577081102 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN For For Management 1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS For For Management 1C. ELECTION OF DIRECTOR: DR. FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: ANN LEWNES For For Management 1E. ELECTION OF DIRECTOR: DOMINIC NG For For Management 1F. ELECTION OF DIRECTOR: VASANT M. PRABHU For For Management 1G. ELECTION OF DIRECTOR: DEAN A. For For Management SCARBOROUGH 1H. ELECTION OF DIRECTOR: CHRISTOPHER A. For For Management SINCLAIR 1I. ELECTION OF DIRECTOR: DIRK VAN DE PUT For For Management 1J. ELECTION OF DIRECTOR: KATHY WHITE LOYD For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE MATTEL, INC. PROXY STATEMENT. 3 APPROVAL OF THE MATTEL, INC. AMENDED For For Management AND RESTATED 2010 EQUITY AND LONG-TERM COMPENSATION PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 5 STOCKHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN. -------------------------------------------------------------------------------- MATTEL, INC. Ticker: MAT Security ID: 577081102 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Michael J. Dolan For For Management 1b Elect Director Trevor A. Edwards For For Management 1c Elect Director Frances D. Fergusson For For Management 1d Elect Director Ann Lewnes For For Management 1e Elect Director Dominic Ng For For Management 1f Elect Director Vasant M. Prabhu For For Management 1g Elect Director Dean A. Scarborough For For Management 1h Elect Director Christopher A. Sinclair For For Management 1i Elect Director Dirk Van de Put For For Management 1j Elect Director Kathy White Loyd For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 5 Require Independent Board Chairman Against For Shareholder -------------------------------------------------------------------------------- MATTEL, INC. Ticker: MAT Security ID: 577081102 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Michael J. Dolan For For Management 1b Elect Director Trevor A. Edwards For For Management 1c Elect Director Frances D. Fergusson For For Management 1d Elect Director Ann Lewnes For For Management 1e Elect Director Dominic Ng For For Management 1f Elect Director Vasant M. Prabhu For For Management 1g Elect Director Dean A. Scarborough For For Management 1h Elect Director Christopher A. Sinclair For Against Management 1i Elect Director Dirk Van de Put For For Management 1j Elect Director Kathy White Loyd For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 5 Require Independent Board Chairman Against For Shareholder -------------------------------------------------------------------------------- MCDERMOTT INTERNATIONAL, INC. Ticker: MDR Security ID: 580037109 Meeting Date: MAY 08, 2015 Meeting Type: Annual Record Date: MAR 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John F. Bookout, III For For Management 1.2 Elect Director Roger A. Brown For For Management 1.3 Elect Director David Dickson For For Management 1.4 Elect Director Stephen G. Hanks For For Management 1.5 Elect Director Gary P. Luquette For For Management 1.6 Elect Director William H. Schumann, III For For Management 1.7 Elect Director Mary L. Shafer-Malicki For For Management 1.8 Elect Director David A. Trice For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- MCDONALD'S CORPORATION Ticker: MCD Security ID: 580135101 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: SUSAN E. ARNOLD For For Management 1B. ELECTION OF DIRECTOR: STEPHEN J. For For Management EASTERBROOK 1C. ELECTION OF DIRECTOR: ROBERT A. ECKERT For For Management 1D. ELECTION OF DIRECTOR: MARGARET H. For For Management GEORGIADIS 1E. ELECTION OF DIRECTOR: ENRIQUE For For Management HERNANDEZ, JR. 1F. ELECTION OF DIRECTOR: JEANNE P. JACKSON For For Management 1G. ELECTION OF DIRECTOR: RICHARD H. LENNY For For Management 1H. ELECTION OF DIRECTOR: WALTER E. MASSEY For For Management 1I. ELECTION OF DIRECTOR: ANDREW J. MCKENNA For For Management 1J. ELECTION OF DIRECTOR: SHEILA A. PENROSE For For Management 1K. ELECTION OF DIRECTOR: JOHN W. ROGERS, For For Management JR. 1L. ELECTION OF DIRECTOR: ROGER W. STONE For For Management 1M. ELECTION OF DIRECTOR: MILES D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION. 3 ADVISORY VOTE TO APPROVE THE For No Management APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITOR FOR 2015. 4 ADVISORY VOTE ON A SHAREHOLDER No For Management PROPOSAL REQUESTING THE BOARD ADOPT A POLICY TO PROHIBIT ACCELERATED VESTING OF PERFORMANCE-BASED RSUS IN THE EVENT OF A CHANGE IN CONTROL, IF PRESENTED. 5 ADVISORY VOTE ON A SHAREHOLDER No For Management PROPOSAL REQUESTING ABILITY OF SHAREHOLDERS TO ACT BY WRITTEN CONSENT, IF PRESENTED. 6 ADVISORY VOTE ON A SHAREHOLDER No For Management PROPOSAL REQUESTING A PROXY ACCESS BYLAW, IF PRESENTED. 7 ADVISORY VOTE ON A SHAREHOLDER No For Management PROPOSAL REQUESTING AN ANNUAL CONGRUENCY ANALYSIS OF COMPANY VALUES AND POLITICAL CONTRIBUTIONS, IF PRESENTED. 8 ADVISORY VOTE ON A SHAREHOLDER No No Management PROPOSAL REQUESTING THAT THE BOARD HAVE THE COMPANY BE MORE PRO-ACTIVE IN EDUCATING THE AMERICAN PUBLIC ON THE HEALTH AND ENVIRONMENTAL BENEFITS OF GENETICALLY MODIFIED ORGANISMS, IF PRESENTED. 9 ADVISORY VOTE ON A SHAREHOLDER No No Management PROPOSAL REQUESTING THAT THE BOARD PUBLISH AN ANNUAL REPORT PROVIDING METRICS AND KEY PERFORMANCE INDICATORS ON PALM OIL, IF PRESENTED. -------------------------------------------------------------------------------- MCDONALD'S CORPORATION Ticker: MCD Security ID: 580135101 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: SUSAN E. ARNOLD For For Management 1B. ELECTION OF DIRECTOR: STEPHEN J. For For Management EASTERBROOK 1C. ELECTION OF DIRECTOR: ROBERT A. ECKERT For For Management 1D. ELECTION OF DIRECTOR: MARGARET H. For For Management GEORGIADIS 1E. ELECTION OF DIRECTOR: ENRIQUE For For Management HERNANDEZ, JR. 1F. ELECTION OF DIRECTOR: JEANNE P. JACKSON For For Management 1G. ELECTION OF DIRECTOR: RICHARD H. LENNY For For Management 1H. ELECTION OF DIRECTOR: WALTER E. MASSEY For For Management 1I. ELECTION OF DIRECTOR: ANDREW J. MCKENNA For For Management 1J. ELECTION OF DIRECTOR: SHEILA A. PENROSE For For Management 1K. ELECTION OF DIRECTOR: JOHN W. ROGERS, For For Management JR. 1L. ELECTION OF DIRECTOR: ROGER W. STONE For For Management 1M. ELECTION OF DIRECTOR: MILES D. WHITE For For Management 2. ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION. 3. ADVISORY VOTE TO APPROVE THE For For Management APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITOR FOR 2015. 4. ADVISORY VOTE ON A SHAREHOLDER Against Against Shareholder PROPOSAL REQUESTING THE BOARD ADOPT A POLICY TO PROHIBIT ACCELERATED VESTING OF PERFORMANCE-BASED RSUS IN THE EVENT OF A CHANGE IN CONTROL, IF PRESENTED. 5. ADVISORY VOTE ON A SHAREHOLDER Against Against Shareholder PROPOSAL REQUESTING ABILITY OF SHAREHOLDERS TO ACT BY WRITTEN CONSENT, IF PRESENTED. 6. ADVISORY VOTE ON A SHAREHOLDER Against Against Shareholder PROPOSAL REQUESTING A PROXY ACCESS BYLAW, IF PRESENTED. 7. ADVISORY VOTE ON A SHAREHOLDER Against Against Shareholder PROPOSAL REQUESTING AN ANNUAL CONGRUENCY ANALYSIS OF COMPANY VALUES AND POLITICAL CONTRIBUTIONS, IF PRESENTED. 8. ADVISORY VOTE ON A SHAREHOLDER Against Against Shareholder PROPOSAL REQUESTING THAT THE BOARD HAVE THE COMPANY BE MORE PRO-ACTIVE IN EDUCATING THE AMERICAN PUBLIC ON THE HEALTH AND ENVIRONMENTAL BENEFITS OF GENETICALLY MODIFIED ORGANISMS, IF PRESENTED. 9. ADVISORY VOTE ON A SHAREHOLDER Against Against Shareholder PROPOSAL REQUESTING THAT THE BOARD PUBLISH AN ANNUAL REPORT PROVIDING METRICS AND KEY PERFORMANCE INDICATORS ON PALM OIL, IF PRESENTED. -------------------------------------------------------------------------------- MCKESSON CORPORATION Ticker: MCK Security ID: 58155Q103 Meeting Date: JUL 30, 2014 Meeting Type: Annual Record Date: JUN 02, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: ANDY D. BRYANT For For Management 1B. ELECTION OF DIRECTOR: WAYNE A. BUDD For For Management 1C. ELECTION OF DIRECTOR: N. ANTHONY For For Management COLES, M.D. 1D. ELECTION OF DIRECTOR: JOHN H. For For Management HAMMERGREN 1E. ELECTION OF DIRECTOR: ALTON F. IRBY III For For Management 1F. ELECTION OF DIRECTOR: M. CHRISTINE For For Management JACOBS 1G. ELECTION OF DIRECTOR: MARIE L. KNOWLES For For Management 1H. ELECTION OF DIRECTOR: DAVID M. For For Management LAWRENCE, M.D. 1I. ELECTION OF DIRECTOR: EDWARD A. MUELLER For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 4 SHAREHOLDER PROPOSAL ON ACTION BY No For Management WRITTEN CONSENT OF SHAREHOLDERS. 5 SHAREHOLDER PROPOSAL ON DISCLOSURE OF No For Management POLITICAL CONTRIBUTIONS AND EXPENDITURES. 6 SHAREHOLDER PROPOSAL ON ACCELERATED No For Management VESTING OF EQUITY AWARDS. -------------------------------------------------------------------------------- MEDIASET ESPANA COMUNICACION SA., MADRID Ticker: Security ID: E7418Y101 Meeting Date: APR 15, 2015 Meeting Type: Annual General Meeting Record Date: APR 08, 2015 # Proposal Mgt Rec Vote Cast Sponsor CMMT PLEASE NOTE IN THE EVENT THE MEETING M Note Non Management DOES NOT REACH QUORUM, THERE WILL BE A Votable SECOND CALL ON 16 APR 2015 AT 12:00. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU. 1 ANNUAL ACCOUNTS APPROVAL For For Management 2 APPLICATION OF RESULT 2014 For For Management 3 EXTRAORDINARY DIVIDEND For For Management 4 DIRECTORS MANAGEMENT APPROVAL For For Management 5.1 RE-ELECTION OF DIRECTOR: JOSE RAMON For For Management ALVAREZ RENDUELES 5.2 RE-ELECTION OF DIRECTOR: ANGEL For For Management DURANDEZ ADEVA 5.3 RE-ELECTION OF DIRECTOR: FRANCISCO DE For For Management BORJA PRADO EULATE 6 SET UP NUMBER OF DIRECTORS For For Management 7 SET UP REMUNERATION FOR DIRECTORS For For Management 8 DELIVERY PLAN SHARES For For Management 9 REDUCTION OF CAPITAL For For Management 10 OWN SHS ACQUISITION AUTHORISATION For For Management 11.1 BY LAWS ART AMENDMENT: ART 1 For For Management 11.2 BY LAWS ART AMENDMENT: ART 5 6 7 8 11 For For Management 12 13 15 11.3 BY LAWS ART AMENDMENT: ART 16 For For Management 11.4 BY LAWS ART AMENDMENT: ART 19 21 22 23 For For Management 24 25 26 27 28 30 31 32 33 34 35 11.5 BY LAWS ART AMENDMENT: VARIOUS ART For For Management AMENDMENT 11.6 BY LAWS ART AMENDMENT: ART 57 58 For For Management 11.7 BY LAWS ART AMENDMENT: ART 60 62 63 65 For For Management 67 11.8 BY LAWS ART AMENDMENT: TEXT APPROVAL For For Management 12.1 REGULATION OF MEETING AMENDMENT: ART 1 For For Management 2 3 4 5 12.2 REGULATION OF MEETING AMENDMENT: ART 6 For For Management 7 8 9 10 12.3 REGULATION OF MEETING AMENDMENT: For For Management VARIOUS ART AMENDMENT 12.4 REGULATION OF MEETING AMENDMENT: NEW For For Management TEXT APPROVAL 13 REGULATION OF BOARD MEMBERS AMENDMENT For For Management 14 ANNUAL REPORT ON REMUNERATION FOR For No Management DIRECTORS 15 DELEGATION OF FACULTIES TO EXECUTE For For Management ADOPTED AGREEMENTS -------------------------------------------------------------------------------- MEDICAL PROPERTIES TRUST, INC. Ticker: MPW Security ID: 58463J304 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For No Management EXECUTIVE COMPENSATION. 4 AMENDMENT TO COMPANY'S CHARTER TO For For Management REMOVE PLURALITY VOTING STANDARD IN UNCONTESTED DIRECTOR ELECTIONS. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For No Management EXECUTIVE COMPENSATION. 4 AMENDMENT TO COMPANY'S CHARTER TO For For Management REMOVE PLURALITY VOTING STANDARD IN UNCONTESTED DIRECTOR ELECTIONS. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For No Management EXECUTIVE COMPENSATION. 4 AMENDMENT TO COMPANY'S CHARTER TO For For Management REMOVE PLURALITY VOTING STANDARD IN UNCONTESTED DIRECTOR ELECTIONS. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For No Management EXECUTIVE COMPENSATION. 4 AMENDMENT TO COMPANY'S CHARTER TO For For Management REMOVE PLURALITY VOTING STANDARD IN UNCONTESTED DIRECTOR ELECTIONS. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For No Management EXECUTIVE COMPENSATION. 4 AMENDMENT TO COMPANY'S CHARTER TO For For Management REMOVE PLURALITY VOTING STANDARD IN UNCONTESTED DIRECTOR ELECTIONS. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For No Management EXECUTIVE COMPENSATION. 4 AMENDMENT TO COMPANY'S CHARTER TO For For Management REMOVE PLURALITY VOTING STANDARD IN UNCONTESTED DIRECTOR ELECTIONS. -------------------------------------------------------------------------------- MENTOR GRAPHICS CORPORATION Ticker: MENT Security ID: 587200106 Meeting Date: JUN 17, 2015 Meeting Type: Annual Record Date: APR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 SHAREHOLDER ADVISORY VOTE TO APPROVE For For Management EXECUTIVE COMPENSATION. 3 PROPOSAL TO RATIFY THE APPOINTMENT OF For No Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ITS FISCAL YEAR ENDING JANUARY 31, 2016. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 SHAREHOLDER ADVISORY VOTE TO APPROVE For For Management EXECUTIVE COMPENSATION. 3 PROPOSAL TO RATIFY THE APPOINTMENT OF For No Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ITS FISCAL YEAR ENDING JANUARY 31, 2016. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 SHAREHOLDER ADVISORY VOTE TO APPROVE For For Management EXECUTIVE COMPENSATION. 3 PROPOSAL TO RATIFY THE APPOINTMENT OF For No Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ITS FISCAL YEAR ENDING JANUARY 31, 2016. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 SHAREHOLDER ADVISORY VOTE TO APPROVE For For Management EXECUTIVE COMPENSATION. 3 PROPOSAL TO RATIFY THE APPOINTMENT OF For No Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ITS FISCAL YEAR ENDING JANUARY 31, 2016. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 SHAREHOLDER ADVISORY VOTE TO APPROVE For For Management EXECUTIVE COMPENSATION. 3 PROPOSAL TO RATIFY THE APPOINTMENT OF For No Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ITS FISCAL YEAR ENDING JANUARY 31, 2016. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 SHAREHOLDER ADVISORY VOTE TO APPROVE For For Management EXECUTIVE COMPENSATION. 3 PROPOSAL TO RATIFY THE APPOINTMENT OF For No Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ITS FISCAL YEAR ENDING JANUARY 31, 2016. -------------------------------------------------------------------------------- MERCHANTS BANCSHARES, INC. Ticker: MBVT Security ID: 588448100 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: MAR 30, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 2 TO CONSIDER A NON-BINDING RESOLUTION For For Management TO APPROVE THE COMPENSATION OF MERCHANTS' NAMED EXECUTIVE OFFICERS. 3 TO RATIFY CROWE HORWATH LLP AS For For Management MERCHANTS' REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 2 TO CONSIDER A NON-BINDING RESOLUTION For For Management TO APPROVE THE COMPENSATION OF MERCHANTS' NAMED EXECUTIVE OFFICERS. 3 TO RATIFY CROWE HORWATH LLP AS For For Management MERCHANTS' REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 2 TO CONSIDER A NON-BINDING RESOLUTION For For Management TO APPROVE THE COMPENSATION OF MERCHANTS' NAMED EXECUTIVE OFFICERS. 3 TO RATIFY CROWE HORWATH LLP AS For For Management MERCHANTS' REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 2 TO CONSIDER A NON-BINDING RESOLUTION For For Management TO APPROVE THE COMPENSATION OF MERCHANTS' NAMED EXECUTIVE OFFICERS. 3 TO RATIFY CROWE HORWATH LLP AS For For Management MERCHANTS' REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 2 TO CONSIDER A NON-BINDING RESOLUTION For For Management TO APPROVE THE COMPENSATION OF MERCHANTS' NAMED EXECUTIVE OFFICERS. 3 TO RATIFY CROWE HORWATH LLP AS For For Management MERCHANTS' REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. -------------------------------------------------------------------------------- MERCK & CO., INC. Ticker: MRK Security ID: 58933Y105 Meeting Date: MAY 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: LESLIE A. BRUN For For Management 1B. ELECTION OF DIRECTOR: THOMAS R. CECH For For Management 1C. ELECTION OF DIRECTOR: KENNETH C. For For Management FRAZIER 1D. ELECTION OF DIRECTOR: THOMAS H. GLOCER For For Management 1E. ELECTION OF DIRECTOR: WILLIAM B. For For Management HARRISON JR. 1F. ELECTION OF DIRECTOR: C. ROBERT KIDDER For For Management 1G. ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS 1H. ELECTION OF DIRECTOR: CARLOS E. For For Management REPRESAS 1I. ELECTION OF DIRECTOR: PATRICIA F. RUSSO For For Management 1J. ELECTION OF DIRECTOR: CRAIG B. THOMPSON For For Management 1K. ELECTION OF DIRECTOR: WENDELL P. WEEKS For For Management 1L. ELECTION OF DIRECTOR: PETER C. WENDELL For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF THE For No Management COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 PROPOSAL TO AMEND AND RESTATE THE 2010 For For Management INCENTIVE STOCK PLAN. 5 PROPOSAL TO AMEND AND RESTATE THE For For Management EXECUTIVE INCENTIVE PLAN. 6 SHAREHOLDER PROPOSAL CONCERNING No For Management SHAREHOLDERS' RIGHT TO ACT BY WRITTEN CONSENT. 7 SHAREHOLDER PROPOSAL CONCERNING No For Management ACCELERATED VESTING OF EQUITY AWARDS. 1A. ELECTION OF DIRECTOR: LESLIE A. BRUN For For Management 1B. ELECTION OF DIRECTOR: THOMAS R. CECH For For Management 1C. ELECTION OF DIRECTOR: KENNETH C. For For Management FRAZIER 1D. ELECTION OF DIRECTOR: THOMAS H. GLOCER For For Management 1E. ELECTION OF DIRECTOR: WILLIAM B. For For Management HARRISON JR. 1F. ELECTION OF DIRECTOR: C. ROBERT KIDDER For For Management 1G. ELECTION OF DIRECTOR: ROCHELLE B. For For Management LAZARUS 1H. ELECTION OF DIRECTOR: CARLOS E. For For Management REPRESAS 1I. ELECTION OF DIRECTOR: PATRICIA F. RUSSO For For Management 1J. ELECTION OF DIRECTOR: CRAIG B. THOMPSON For For Management 1K. ELECTION OF DIRECTOR: WENDELL P. WEEKS For For Management 1L. ELECTION OF DIRECTOR: PETER C. WENDELL For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF THE For No Management COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 PROPOSAL TO AMEND AND RESTATE THE 2010 For For Management INCENTIVE STOCK PLAN. 5 PROPOSAL TO AMEND AND RESTATE THE For For Management EXECUTIVE INCENTIVE PLAN. 6 SHAREHOLDER PROPOSAL CONCERNING No For Management SHAREHOLDERS' RIGHT TO ACT BY WRITTEN CONSENT. 7 SHAREHOLDER PROPOSAL CONCERNING No For Management ACCELERATED VESTING OF EQUITY AWARDS. -------------------------------------------------------------------------------- METLIFE, INC. Ticker: MET Security ID: 59156R108 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS -------------------------------------------------------------------------------- METLIFE, INC. Ticker: MET Security ID: 59156R108 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE For For Management 1B. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD For For Management 1D. ELECTION OF DIRECTOR: STEVEN A. For For Management KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, For For Management III 1G. ELECTION OF DIRECTOR: WILLIAM E. For For Management KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1I. ELECTION OF DIRECTOR: CATHERINE R. For For Management KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. For For Management MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. For For Management SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG For For Management 2A. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT 2B. AMEND THE CERTIFICATE OF INCORPORATION For For Management TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT 3. RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015 4. ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS -------------------------------------------------------------------------------- METLIFE, INC. Ticker: MET Security ID: 59156R108 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Cheryl W. Grise For For Management 1.2 Elect Director Carlos M. Gutierrez For For Management 1.3 Elect Director R. Glenn Hubbard For For Management 1.4 Elect Director Steven A. Kandarian For Against Management 1.5 Elect Director Alfred F. Kelly, Jr. For For Management 1.6 Elect Director Edward J. Kelly, III For For Management 1.7 Elect Director William E. Kennard For For Management 1.8 Elect Director James M. Kilts For For Management 1.9 Elect Director Catherine R. Kinney For For Management 1.10 Elect Director Denise M. Morrison For For Management 1.11 Elect Director Kenton J. Sicchitano For For Management 1.12 Elect Director Lulu C. Wang For For Management 2a Reduce Supermajority Vote Requirement For For Management to Amend Certificate of Incorporation 2b Reduce Supermajority Vote Requirement For For Management to Amend Bylaws 3 Ratify Deloitte & Touche LLP as For For Management Auditors 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- MGM RESORTS INTERNATIONAL Ticker: MGM Security ID: 552953101 Meeting Date: MAY 28, 2015 Meeting Type: Contested-Annual Record Date: MAR 30, 2015 # Proposal Mgt Rec Vote Cast Sponsor 01.1 DIRECTOR-MATTHEW J. HART For For Management 01.2 DIRECTOR-RICHARD KINCAID For Withheld Management 01.3 DIRECTOR-JONATHAN LITT For Withheld Management 01.4 DIRECTOR-MARC A. WEISMAN For Withheld Management 01.5 DIRECTOR-MGT NOM: W.A. BIBLE For For Management 01.6 DIRECTOR-MGT NOM: M.C. GAY For For Management 01.7 DIRECTOR-MGT NOM: W.W. GROUNDS For For Management 01.8 DIRECTOR-MGT NOM: A. MANDEKIC For For Management 01.9 DIRECTOR-MGT NOM: J.J. MURREN For For Management 01.10 DIRECTOR-MGT NOM: G.M. SPIERKEL For For Management 01.11 DIRECTOR-MGT NOM: D.J. TAYLOR For For Management 02 TO RATIFY THE APPOINTMENT OF DELOITTE For For Management & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 03 TO VOTE ON THE COMPANY'S PROPOSAL TO For For Management APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------- MGM RESORTS INTERNATIONAL Ticker: MGM Security ID: 552953101 Meeting Date: MAY 28, 2015 Meeting Type: Contested-Annual Record Date: MAR 30, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1..1 DIRECTOR-ROBERT H. BALDWIN For For Management 1..2 DIRECTOR-WILLIAM A. BIBLE For For Management 1..3 DIRECTOR-MARY CHRIS GAY For For Management 1..4 DIRECTOR-WILLIAM W. GROUNDS For For Management 1..5 DIRECTOR-ALEXIS M. HERMAN For For Management 1..6 DIRECTOR-ROLAND HERNANDEZ For For Management 1..7 DIRECTOR-ANTHONY MANDEKIC For For Management 1..8 DIRECTOR-ROSE MCKINNEY-JAMES For For Management 1..9 DIRECTOR-JAMES J. MURREN For For Management 1..10 DIRECTOR-GREGORY M. SPIERKEL For For Management 1..11 DIRECTOR-DANIEL J. TAYLOR For For Management 2. TO RATIFY THE SELECTION OF THE For For Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3. TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------- MICRON TECHNOLOGY, INC. Ticker: MU Security ID: 595112103 Meeting Date: JAN 22, 2015 Meeting Type: Annual Record Date: NOV 21, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 1.1 ELECTION OF DIRECTOR: ROBERT L. BAILEY For For Management 1.2 ELECTION OF DIRECTOR: RICHARD M. BEYER For For Management 1.3 ELECTION OF DIRECTOR: PATRICK J. BYRNE For For Management 1.4 ELECTION OF DIRECTOR: D. MARK DURCAN For For Management 1.5 ELECTION OF DIRECTOR: D. WARREN A. EAST For For Management 1.6 ELECTION OF DIRECTOR: MERCEDES JOHNSON For For Management 1.7 ELECTION OF DIRECTOR: LAWRENCE N. For No Management MONDRY 1.8 ELECTION OF DIRECTOR: ROBERT E. SWITZ For No Management 2 TO APPROVE AMENDED & RESTATED 2007 For For Management EQUITY INCENTIVE PLAN & INCREASE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 30,000,000. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 TO AMEND THE COMPANY'S RESTATED For For Management CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING. 5 TO APPROVE THE MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS UNDER THE COMPANY'S EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN. 6 TO APPROVE A NON-BINDING RESOLUTION TO For For Management APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. -------------------------------------------------------------------------------- MICROSEMI CORPORATION Ticker: MSCC Security ID: 595137100 Meeting Date: FEB 10, 2015 Meeting Type: Annual Record Date: DEC 15, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For No Management 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For No Management 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For No Management 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For No Management 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For No Management 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For No Management 3 RATIFICATION OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTING FIRM -------------------------------------------------------------------------------- MICROSOFT CORPORATION Ticker: MSFT Security ID: 594918104 Meeting Date: DEC 03, 2014 Meeting Type: Annual Record Date: SEP 30, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES For For Management III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE For For Management 1C. ELECTION OF DIRECTOR: TERI L. For For Management LIST-STOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT For For Management 1E. ELECTION OF DIRECTOR: SATYA NADELLA For For Management 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For For Management 1G. ELECTION OF DIRECTOR: HELMUT PANKE For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: JOHN W. STANTON For For Management 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON For No Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 3 RATIFICATION OF DELOITTE & TOUCHE LLP For No Management AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4 SHAREHOLDER PROPOSAL - PROXY ACCESS No For Management FOR SHAREHOLDERS -------------------------------------------------------------------------------- MICROSOFT CORPORATION Ticker: MSFT Security ID: 594918104 Meeting Date: DEC 03, 2014 Meeting Type: Annual Record Date: SEP 30, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect William H. Gates III For For Management 2 Elect Maria Klawe For For Management 3 Elect Teri L. List-Stoll For For Management 4 Elect G. Mason Morfit For For Management 5 Elect Satya Nadella For For Management 6 Elect Charles H. Noski For For Management 7 Elect Helmut G. W. Panke For For Management 8 Elect Charles W. Scharf For For Management 9 Elect John W. Stanton For For Management 10 Elect John W. Thompson For Against Management 11 ADVISORY VOTE ON EXECUTIVE COMPENSATION For For Management 12 Ratification of Auditor For For Management 13 Shareholder Proposal Regarding Proxy Against Against Shareholder Access -------------------------------------------------------------------------------- MONSANTO COMPANY Ticker: MON Security ID: 61166W101 Meeting Date: JAN 30, 2015 Meeting Type: Annual Record Date: DEC 02, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE For For Management 1B. ELECTION OF DIRECTOR: JANICE L. FIELDS For For Management 1C. ELECTION OF DIRECTOR: HUGH GRANT For For Management 1D. ELECTION OF DIRECTOR: LAURA K. IPSEN For For Management 1E. ELECTION OF DIRECTOR: MARCOS M. LUTZ For For Management 1F. ELECTION OF DIRECTOR: C. STEVEN For For Management MCMILLAN 1G. ELECTION OF DIRECTOR: WILLIAM U. PARFET For For Management 1H. ELECTION OF DIRECTOR: GEORGE H. POSTE, For For Management PH.D., D.V.M. 1I. ELECTION OF DIRECTOR: ROBERT J. STEVENS For For Management 2. RATIFY THE APPOINTMENT OF DELOITTE & For For Management TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 3. ADVISORY (NON-BINDING) VOTE TO APPROVE For For Management EXECUTIVE COMPENSATION. 4. SHAREOWNER PROPOSAL: LOBBYING REPORT. Against Against Shareholder 5. SHAREOWNER PROPOSAL: SHAREOWNER PROXY Against For Shareholder ACCESS. 6. SHAREOWNER PROPOSAL: INDEPENDENT BOARD Against For Shareholder CHAIRMAN. -------------------------------------------------------------------------------- MORGAN STANLEY Ticker: MS Security ID: 617446448 Meeting Date: MAY 19, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: ERSKINE B. BOWLES For No Management 1B. ELECTION OF DIRECTOR: THOMAS H. GLOCER For For Management 1C. ELECTION OF DIRECTOR: JAMES P. GORMAN For For Management 1D. ELECTION OF DIRECTOR: ROBERT H. HERZ For For Management 1E. ELECTION OF DIRECTOR: KLAUS KLEINFELD For For Management 1F. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1G. ELECTION OF DIRECTOR: DONALD T. For No Management NICOLAISEN 1H. ELECTION OF DIRECTOR: HUTHAM S. OLAYAN For No Management 1I. ELECTION OF DIRECTOR: JAMES W. OWENS For For Management 1J. ELECTION OF DIRECTOR: RYOSUKE TAMAKOSHI For For Management 1K. ELECTION OF DIRECTOR: MASAAKI TANAKA For For Management 1L. ELECTION OF DIRECTOR: PERRY M. TRAQUINA For For Management 1M. ELECTION OF DIRECTOR: LAURA D. TYSON For For Management 1N. ELECTION OF DIRECTOR: RAYFORD WILKINS, For For Management JR. 2 TO RATIFY THE APPOINTMENT OF DELOITTE For No Management & TOUCHE LLP AS INDEPENDENT AUDITOR 3 TO APPROVE THE COMPENSATION OF For No Management EXECUTIVES AS DISCLOSED IN THE PROXY STATEMENT (NON-BINDING ADVISORY RESOLUTION) 4 TO APPROVE THE AMENDMENT OF THE 2007 For For Management EQUITY INCENTIVE COMPENSATION PLAN TO INCREASE SHARES AVAILABLE FOR GRANT 5 SHAREHOLDER PROPOSAL REGARDING A No For Management REPORT ON LOBBYING 6 SHAREHOLDER PROPOSAL REGARDING A No No Management VOTE-COUNTING BYLAW CHANGE 7 SHAREHOLDER PROPOSAL REGARDING A No For Management REPORT ON GOVERNMENT SERVICE VESTING 1A. ELECTION OF DIRECTOR: ERSKINE B. BOWLES For No Management 1B. ELECTION OF DIRECTOR: THOMAS H. GLOCER For For Management 1C. ELECTION OF DIRECTOR: JAMES P. GORMAN For For Management 1D. ELECTION OF DIRECTOR: ROBERT H. HERZ For For Management 1E. ELECTION OF DIRECTOR: KLAUS KLEINFELD For For Management 1F. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1G. ELECTION OF DIRECTOR: DONALD T. For No Management NICOLAISEN 1H. ELECTION OF DIRECTOR: HUTHAM S. OLAYAN For No Management 1I. ELECTION OF DIRECTOR: JAMES W. OWENS For For Management 1J. ELECTION OF DIRECTOR: RYOSUKE TAMAKOSHI For For Management 1K. ELECTION OF DIRECTOR: MASAAKI TANAKA For For Management 1L. ELECTION OF DIRECTOR: PERRY M. TRAQUINA For For Management 1M. ELECTION OF DIRECTOR: LAURA D. TYSON For For Management 1N. ELECTION OF DIRECTOR: RAYFORD WILKINS, For For Management JR. 2 TO RATIFY THE APPOINTMENT OF DELOITTE For No Management & TOUCHE LLP AS INDEPENDENT AUDITOR 3 TO APPROVE THE COMPENSATION OF For No Management EXECUTIVES AS DISCLOSED IN THE PROXY STATEMENT (NON-BINDING ADVISORY RESOLUTION) 4 TO APPROVE THE AMENDMENT OF THE 2007 For For Management EQUITY INCENTIVE COMPENSATION PLAN TO INCREASE SHARES AVAILABLE FOR GRANT 5 SHAREHOLDER PROPOSAL REGARDING A No For Management REPORT ON LOBBYING 6 SHAREHOLDER PROPOSAL REGARDING A No No Management VOTE-COUNTING BYLAW CHANGE 7 SHAREHOLDER PROPOSAL REGARDING A No For Management REPORT ON GOVERNMENT SERVICE VESTING 1A. ELECTION OF DIRECTOR: ERSKINE B. BOWLES For No Management 1B. ELECTION OF DIRECTOR: THOMAS H. GLOCER For For Management 1C. ELECTION OF DIRECTOR: JAMES P. GORMAN For For Management 1D. ELECTION OF DIRECTOR: ROBERT H. HERZ For For Management 1E. ELECTION OF DIRECTOR: KLAUS KLEINFELD For For Management 1F. ELECTION OF DIRECTOR: JAMI MISCIK For For Management 1G. ELECTION OF DIRECTOR: DONALD T. For No Management NICOLAISEN 1H. ELECTION OF DIRECTOR: HUTHAM S. OLAYAN For No Management 1I. ELECTION OF DIRECTOR: JAMES W. OWENS For For Management 1J. ELECTION OF DIRECTOR: RYOSUKE TAMAKOSHI For For Management 1K. ELECTION OF DIRECTOR: MASAAKI TANAKA For For Management 1L. ELECTION OF DIRECTOR: PERRY M. TRAQUINA For For Management 1M. ELECTION OF DIRECTOR: LAURA D. TYSON For For Management 1N. ELECTION OF DIRECTOR: RAYFORD WILKINS, For For Management JR. 2 TO RATIFY THE APPOINTMENT OF DELOITTE For No Management & TOUCHE LLP AS INDEPENDENT AUDITOR 3 TO APPROVE THE COMPENSATION OF For No Management EXECUTIVES AS DISCLOSED IN THE PROXY STATEMENT (NON-BINDING ADVISORY RESOLUTION) 4 TO APPROVE THE AMENDMENT OF THE 2007 For For Management EQUITY INCENTIVE COMPENSATION PLAN TO INCREASE SHARES AVAILABLE FOR GRANT 5 SHAREHOLDER PROPOSAL REGARDING A No For Management REPORT ON LOBBYING 6 SHAREHOLDER PROPOSAL REGARDING A No No Management VOTE-COUNTING BYLAW CHANGE 7 SHAREHOLDER PROPOSAL REGARDING A No For Management REPORT ON GOVERNMENT SERVICE VESTING -------------------------------------------------------------------------------- MOTOROLA SOLUTIONS, INC. Ticker: MSI Security ID: 620076307 Meeting Date: MAY 18, 2015 Meeting Type: Annual Record Date: MAR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: GREGORY Q. BROWN For For Management 1B. ELECTION OF DIRECTOR: KENNETH C. For For Management DAHLBERG 1C. ELECTION OF DIRECTOR: MICHAEL V. HAYDEN For For Management 1D. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1E. ELECTION OF DIRECTOR: JUDY C. LEWENT For For Management 1F. ELECTION OF DIRECTOR: ANNE R. For For Management PRAMAGGIORE 1G. ELECTION OF DIRECTOR: SAMUEL C. SCOTT, For No Management III 1H. ELECTION OF DIRECTOR: BRADLEY E. SINGER For For Management 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF THE AMENDMENT AND For For Management RESTATEMENT OF OUR OMNIBUS INCENTIVE PLAN. 4 APPROVAL OF THE AMENDMENT AND For For Management RESTATEMENT OF OUR EMPLOYEE STOCK PURCHASE PLAN. 5 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 STOCKHOLDER PROPOSAL RE: LOBBYING No For Management DISCLOSURE. 1A. ELECTION OF DIRECTOR: GREGORY Q. BROWN For For Management 1B. ELECTION OF DIRECTOR: KENNETH C. For For Management DAHLBERG 1C. ELECTION OF DIRECTOR: MICHAEL V. HAYDEN For For Management 1D. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1E. ELECTION OF DIRECTOR: JUDY C. LEWENT For For Management 1F. ELECTION OF DIRECTOR: ANNE R. For For Management PRAMAGGIORE 1G. ELECTION OF DIRECTOR: SAMUEL C. SCOTT, For No Management III 1H. ELECTION OF DIRECTOR: BRADLEY E. SINGER For For Management 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF THE AMENDMENT AND For For Management RESTATEMENT OF OUR OMNIBUS INCENTIVE PLAN. 4 APPROVAL OF THE AMENDMENT AND For For Management RESTATEMENT OF OUR EMPLOYEE STOCK PURCHASE PLAN. 5 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 STOCKHOLDER PROPOSAL RE: LOBBYING No For Management DISCLOSURE. 1A. ELECTION OF DIRECTOR: GREGORY Q. BROWN For For Management 1B. ELECTION OF DIRECTOR: KENNETH C. For For Management DAHLBERG 1C. ELECTION OF DIRECTOR: MICHAEL V. HAYDEN For For Management 1D. ELECTION OF DIRECTOR: CLAYTON M. JONES For For Management 1E. ELECTION OF DIRECTOR: JUDY C. LEWENT For For Management 1F. ELECTION OF DIRECTOR: ANNE R. For For Management PRAMAGGIORE 1G. ELECTION OF DIRECTOR: SAMUEL C. SCOTT, For No Management III 1H. ELECTION OF DIRECTOR: BRADLEY E. SINGER For For Management 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF THE AMENDMENT AND For For Management RESTATEMENT OF OUR OMNIBUS INCENTIVE PLAN. 4 APPROVAL OF THE AMENDMENT AND For For Management RESTATEMENT OF OUR EMPLOYEE STOCK PURCHASE PLAN. 5 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 STOCKHOLDER PROPOSAL RE: LOBBYING No For Management DISCLOSURE. -------------------------------------------------------------------------------- MURPHY OIL CORPORATION Ticker: MUR Security ID: 626717102 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For Take No Management Action 1B. ELECTION OF DIRECTOR: S.A. COSSE For Take No Management Action 1C. ELECTION OF DIRECTOR: C.P. DEMING For Take No Management Action 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For Take No Management Action 1E. ELECTION OF DIRECTOR: R.W. JENKINS For Take No Management Action 1F. ELECTION OF DIRECTOR: J.V. KELLEY For Take No Management Action 1G. ELECTION OF DIRECTOR: W. MIROSH For Take No Management Action 1H. ELECTION OF DIRECTOR: R.M. MURPHY For Take No Management Action 1I. ELECTION OF DIRECTOR: J.W. NOLAN For Take No Management Action 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For Take No Management Action 1K. ELECTION OF DIRECTOR: L.A. SUGG For Take No Management Action 1L. ELECTION OF DIRECTOR: C.G. THEUS For Take No Management Action 2 ADVISORY VOTE ON EXECUTIVE For Take No Management COMPENSATION. Action 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For Take No Management INDEPENDENT REGISTERED PUBLIC Action ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No Take No Management PROPOSAL CONCERNING THE ADOPTION OF Action PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For Take No Management Action 1B. ELECTION OF DIRECTOR: S.A. COSSE For Take No Management Action 1C. ELECTION OF DIRECTOR: C.P. DEMING For Take No Management Action 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For Take No Management Action 1E. ELECTION OF DIRECTOR: R.W. JENKINS For Take No Management Action 1F. ELECTION OF DIRECTOR: J.V. KELLEY For Take No Management Action 1G. ELECTION OF DIRECTOR: W. MIROSH For Take No Management Action 1H. ELECTION OF DIRECTOR: R.M. MURPHY For Take No Management Action 1I. ELECTION OF DIRECTOR: J.W. NOLAN For Take No Management Action 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For Take No Management Action 1K. ELECTION OF DIRECTOR: L.A. SUGG For Take No Management Action 1L. ELECTION OF DIRECTOR: C.G. THEUS For Take No Management Action 2 ADVISORY VOTE ON EXECUTIVE For Take No Management COMPENSATION. Action 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For Take No Management INDEPENDENT REGISTERED PUBLIC Action ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No Take No Management PROPOSAL CONCERNING THE ADOPTION OF Action PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. 1A. ELECTION OF DIRECTOR: T.J. COLLINS For For Management 1B. ELECTION OF DIRECTOR: S.A. COSSE For For Management 1C. ELECTION OF DIRECTOR: C.P. DEMING For For Management 1D. ELECTION OF DIRECTOR: L.R. DICKERSON For For Management 1E. ELECTION OF DIRECTOR: R.W. JENKINS For For Management 1F. ELECTION OF DIRECTOR: J.V. KELLEY For For Management 1G. ELECTION OF DIRECTOR: W. MIROSH For For Management 1H. ELECTION OF DIRECTOR: R.M. MURPHY For For Management 1I. ELECTION OF DIRECTOR: J.W. NOLAN For For Management 1J. ELECTION OF DIRECTOR: N.E. SCHMALE For For Management 1K. ELECTION OF DIRECTOR: L.A. SUGG For For Management 1L. ELECTION OF DIRECTOR: C.G. THEUS For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 APPROVE THE APPOINTMENT OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 TO CONSIDER AND ACT UPON A STOCKHOLDER No For Management PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS. -------------------------------------------------------------------------------- MYRIAD GENETICS, INC. Ticker: MYGN Security ID: 62855J104 Meeting Date: DEC 04, 2014 Meeting Type: Annual Record Date: OCT 07, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 TO APPROVE A PROPOSED AMENDMENT TO THE For No Management COMPANY'S 2010 EMPLOYEE, DIRECTOR AND CONSULTANT EQUITY INCENTIVE PLAN 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2015 4 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE PROXY STATEMENT 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 TO APPROVE A PROPOSED AMENDMENT TO THE For No Management COMPANY'S 2010 EMPLOYEE, DIRECTOR AND CONSULTANT EQUITY INCENTIVE PLAN 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2015 4 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE PROXY STATEMENT 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 TO APPROVE A PROPOSED AMENDMENT TO THE For No Management COMPANY'S 2010 EMPLOYEE, DIRECTOR AND CONSULTANT EQUITY INCENTIVE PLAN 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2015 4 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE PROXY STATEMENT 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 TO APPROVE A PROPOSED AMENDMENT TO THE For No Management COMPANY'S 2010 EMPLOYEE, DIRECTOR AND CONSULTANT EQUITY INCENTIVE PLAN 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2015 4 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE PROXY STATEMENT 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 TO APPROVE A PROPOSED AMENDMENT TO THE For No Management COMPANY'S 2010 EMPLOYEE, DIRECTOR AND CONSULTANT EQUITY INCENTIVE PLAN 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2015 4 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE PROXY STATEMENT 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 TO APPROVE A PROPOSED AMENDMENT TO THE For No Management COMPANY'S 2010 EMPLOYEE, DIRECTOR AND CONSULTANT EQUITY INCENTIVE PLAN 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2015 4 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE PROXY STATEMENT 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 TO APPROVE A PROPOSED AMENDMENT TO THE For No Management COMPANY'S 2010 EMPLOYEE, DIRECTOR AND CONSULTANT EQUITY INCENTIVE PLAN 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2015 4 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE PROXY STATEMENT 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 2 TO APPROVE A PROPOSED AMENDMENT TO THE For Take No Management COMPANY'S 2010 EMPLOYEE, DIRECTOR AND Action CONSULTANT EQUITY INCENTIVE PLAN 3 TO RATIFY THE SELECTION OF ERNST & For Take No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT Action REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2015 4 TO APPROVE, ON AN ADVISORY BASIS, THE For Take No Management COMPENSATION OF THE COMPANY'S NAMED Action EXECUTIVE OFFICERS, AS DISCLOSED IN THE PROXY STATEMENT 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 TO APPROVE A PROPOSED AMENDMENT TO THE For No Management COMPANY'S 2010 EMPLOYEE, DIRECTOR AND CONSULTANT EQUITY INCENTIVE PLAN 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2015 4 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE PROXY STATEMENT -------------------------------------------------------------------------------- NATIONAL OILWELL VARCO, INC. Ticker: NOV Security ID: 637071101 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: APR 01, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For Take No Management Action 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For Take No Management Action 1C ELECTION OF DIRECTOR: ROBERT E. For Take No Management BEAUCHAMP Action 1D ELECTION OF DIRECTOR: MARCELA E. For Take No Management DONADIO Action 1E ELECTION OF DIRECTOR: BEN A. GUILL For Take No Management Action 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For Take No Management Action 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For Take No Management Action 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For Take No Management Action 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For Take No Management Action 2 RATIFICATION OF INDEPENDENT AUDITORS. For Take No Management Action 3 APPROVE, BY NON-BINDING VOTE, THE For Take No Management COMPENSATION OF OUR NAMED EXECUTIVE Action OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS For For Management 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG For No Management 1C ELECTION OF DIRECTOR: ROBERT E. For For Management BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. For No Management DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL For For Management 1F ELECTION OF DIRECTOR: DAVID D. HARRISON For No Management 1G ELECTION OF DIRECTOR: ROGER L. JARVIS For For Management 1H ELECTION OF DIRECTOR: ERIC L. MATTSON For No Management 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK For For Management 2 RATIFICATION OF INDEPENDENT AUDITORS. For No Management 3 APPROVE, BY NON-BINDING VOTE, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------- NAVIENT CORPORATION Ticker: NAVI Security ID: 63938C108 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 26, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director John K. Adams, Jr. For For Management 1b Elect Director Ann Torre Bates For For Management 1c Elect Director Anna Escobedo Cabral For For Management 1d Elect Director William M. For For Management Diefenderfer, III 1e Elect Director Diane Suitt Gilleland For For Management 1f Elect Director Katherine A. Lehman For For Management 1g Elect Director Linda A. Mills For For Management 1h Elect Director Barry A. Munitz For For Management 1i Elect Director John (Jack) F. Remondi For For Management 1j Elect Director Steven L. Shapiro For For Management 1k Elect Director Jane J. Thompson For For Management 1l Elect Director Laura S. Unger For For Management 1m Elect Director Barry L. Williams For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- NETGEAR, INC. Ticker: NTGR Security ID: 64111Q104 Meeting Date: JUN 02, 2015 Meeting Type: Annual Record Date: APR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 PROPOSAL TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 PROPOSAL TO APPROVE, ON A NON-BINDING For For Management ADVISORY BASIS, A RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS IN THE PROXY STATEMENT. 4 PROPOSAL TO APPROVE AMENDMENTS TO THE For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND AMENDED AND RESTATED BYLAWS TO ELIMINATE SUPERMAJORITY VOTING REQUIREMENTS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 PROPOSAL TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 PROPOSAL TO APPROVE, ON A NON-BINDING For For Management ADVISORY BASIS, A RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS IN THE PROXY STATEMENT. 4 PROPOSAL TO APPROVE AMENDMENTS TO THE For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND AMENDED AND RESTATED BYLAWS TO ELIMINATE SUPERMAJORITY VOTING REQUIREMENTS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 PROPOSAL TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 PROPOSAL TO APPROVE, ON A NON-BINDING For For Management ADVISORY BASIS, A RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS IN THE PROXY STATEMENT. 4 PROPOSAL TO APPROVE AMENDMENTS TO THE For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND AMENDED AND RESTATED BYLAWS TO ELIMINATE SUPERMAJORITY VOTING REQUIREMENTS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 PROPOSAL TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 PROPOSAL TO APPROVE, ON A NON-BINDING For For Management ADVISORY BASIS, A RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS IN THE PROXY STATEMENT. 4 PROPOSAL TO APPROVE AMENDMENTS TO THE For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND AMENDED AND RESTATED BYLAWS TO ELIMINATE SUPERMAJORITY VOTING REQUIREMENTS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 PROPOSAL TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 PROPOSAL TO APPROVE, ON A NON-BINDING For For Management ADVISORY BASIS, A RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS IN THE PROXY STATEMENT. 4 PROPOSAL TO APPROVE AMENDMENTS TO THE For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND AMENDED AND RESTATED BYLAWS TO ELIMINATE SUPERMAJORITY VOTING REQUIREMENTS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 PROPOSAL TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 PROPOSAL TO APPROVE, ON A NON-BINDING For For Management ADVISORY BASIS, A RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS IN THE PROXY STATEMENT. 4 PROPOSAL TO APPROVE AMENDMENTS TO THE For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND AMENDED AND RESTATED BYLAWS TO ELIMINATE SUPERMAJORITY VOTING REQUIREMENTS. -------------------------------------------------------------------------------- NEUSTAR, INC. Ticker: NSR Security ID: 64126X201 Meeting Date: MAY 27, 2015 Meeting Type: Annual Record Date: MAR 30, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Ross K. Ireland For For Management 1b Elect Director Paul A. Lacouture For For Management 1c Elect Director Michael J. Rowny For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management 5 Declassify the Board of Directors For For Management -------------------------------------------------------------------------------- NEWFIELD EXPLORATION COMPANY Ticker: NFX Security ID: 651290108 Meeting Date: MAY 15, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: LEE K. BOOTHBY For For Management 1B. ELECTION OF DIRECTOR: PAMELA J. GARDNER For For Management 1C. ELECTION OF DIRECTOR: JOHN RANDOLPH For For Management KEMP III 1D. ELECTION OF DIRECTOR: STEVEN W. NANCE For For Management 1E. ELECTION OF DIRECTOR: THOMAS G. RICKS For For Management 1F. ELECTION OF DIRECTOR: JUANITA M. ROMANS For For Management 1G. ELECTION OF DIRECTOR: JOHN W. SCHANCK For For Management 1H. ELECTION OF DIRECTOR: J. TERRY STRANGE For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITOR FOR FISCAL 2015. 3 ADVISORY VOTE ON NAMED EXECUTIVE For For Management OFFICER COMPENSATION. 4 APPROVAL OF SECOND AMENDED AND For For Management RESTATED NEWFIELD EXPLORATION COMPANY 2011 OMNIBUS STOCK PLAN. 5A. APPROVAL OF MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS FOR PERFORMANCE AWARDS UNDER 2011 OMNIBUS STOCK PLAN. 5B. APPROVAL OF MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS AND METRICS UNDER 2011 ANNUAL INCENTIVE PLAN. 6A. APPROVAL OF AMENDMENT TO THIRD AMENDED For For Management AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES OF COMMON STOCK. 6B. APPROVAL OF AMENDMENT TO THIRD AMENDED For No Management & RESTATED CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES OF PREFERRED STOCK. 1A. ELECTION OF DIRECTOR: LEE K. BOOTHBY For For Management 1B. ELECTION OF DIRECTOR: PAMELA J. GARDNER For For Management 1C. ELECTION OF DIRECTOR: JOHN RANDOLPH For For Management KEMP III 1D. ELECTION OF DIRECTOR: STEVEN W. NANCE For For Management 1E. ELECTION OF DIRECTOR: THOMAS G. RICKS For For Management 1F. ELECTION OF DIRECTOR: JUANITA M. ROMANS For For Management 1G. ELECTION OF DIRECTOR: JOHN W. SCHANCK For For Management 1H. ELECTION OF DIRECTOR: J. TERRY STRANGE For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITOR FOR FISCAL 2015. 3 ADVISORY VOTE ON NAMED EXECUTIVE For For Management OFFICER COMPENSATION. 4 APPROVAL OF SECOND AMENDED AND For For Management RESTATED NEWFIELD EXPLORATION COMPANY 2011 OMNIBUS STOCK PLAN. 5A. APPROVAL OF MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS FOR PERFORMANCE AWARDS UNDER 2011 OMNIBUS STOCK PLAN. 5B. APPROVAL OF MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS AND METRICS UNDER 2011 ANNUAL INCENTIVE PLAN. 6A. APPROVAL OF AMENDMENT TO THIRD AMENDED For For Management AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES OF COMMON STOCK. 6B. APPROVAL OF AMENDMENT TO THIRD AMENDED For No Management & RESTATED CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES OF PREFERRED STOCK. 1A. ELECTION OF DIRECTOR: LEE K. BOOTHBY For For Management 1B. ELECTION OF DIRECTOR: PAMELA J. GARDNER For For Management 1C. ELECTION OF DIRECTOR: JOHN RANDOLPH For For Management KEMP III 1D. ELECTION OF DIRECTOR: STEVEN W. NANCE For For Management 1E. ELECTION OF DIRECTOR: THOMAS G. RICKS For For Management 1F. ELECTION OF DIRECTOR: JUANITA M. ROMANS For For Management 1G. ELECTION OF DIRECTOR: JOHN W. SCHANCK For For Management 1H. ELECTION OF DIRECTOR: J. TERRY STRANGE For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITOR FOR FISCAL 2015. 3 ADVISORY VOTE ON NAMED EXECUTIVE For For Management OFFICER COMPENSATION. 4 APPROVAL OF SECOND AMENDED AND For For Management RESTATED NEWFIELD EXPLORATION COMPANY 2011 OMNIBUS STOCK PLAN. 5A. APPROVAL OF MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS FOR PERFORMANCE AWARDS UNDER 2011 OMNIBUS STOCK PLAN. 5B. APPROVAL OF MATERIAL TERMS OF THE For For Management PERFORMANCE GOALS AND METRICS UNDER 2011 ANNUAL INCENTIVE PLAN. 6A. APPROVAL OF AMENDMENT TO THIRD AMENDED For For Management AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES OF COMMON STOCK. 6B. APPROVAL OF AMENDMENT TO THIRD AMENDED For No Management & RESTATED CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES OF PREFERRED STOCK. -------------------------------------------------------------------------------- NEXTERA ENERGY, INC. Ticker: NEE Security ID: 65339F101 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: SHERRY S. BARRAT For For Management 1B. ELECTION OF DIRECTOR: ROBERT M. BEALL, For For Management II 1C. ELECTION OF DIRECTOR: JAMES L. CAMAREN For For Management 1D. ELECTION OF DIRECTOR: KENNETH B. DUNN For For Management 1E. ELECTION OF DIRECTOR: NAREN K. For For Management GURSAHANEY 1F. ELECTION OF DIRECTOR: KIRK S. HACHIGIAN For For Management 1G. ELECTION OF DIRECTOR: TONI JENNINGS For For Management 1H. ELECTION OF DIRECTOR: AMY B. LANE For For Management 1I. ELECTION OF DIRECTOR: JAMES L. ROBO For For Management 1J. ELECTION OF DIRECTOR: RUDY E. SCHUPP For For Management 1K. ELECTION OF DIRECTOR: JOHN L. SKOLDS For For Management 1L. ELECTION OF DIRECTOR: WILLIAM H. For For Management SWANSON 1M. ELECTION OF DIRECTOR: HANSEL E. For For Management TOOKES, II 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS NEXTERA ENERGY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 APPROVAL, BY NON-BINDING ADVISORY For For Management VOTE, OF NEXTERA ENERGY'S COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT 4 APPROVAL OF AMENDMENT TO ARTICLE IV OF For For Management THE RESTATED ARTICLES OF INCORPORATION (THE CHARTER") TO ELIMINATE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDER REMOVAL OF A DIRECTOR " 5 APPROVAL OF AMENDMENT TO ELIMINATE For For Management ARTICLE VI OF THE CHARTER, WHICH INCLUDES SUPERMAJORITY VOTE REQUIREMENTS REGARDING BUSINESS COMBINATIONS WITH INTERESTED SHAREHOLDERS 6 APPROVAL OF AMENDMENT TO ARTICLE VII For For Management OF THE CHARTER TO ELIMINATE THE SUPERMAJORITY VOTE REQUIREMENT, AND PROVIDE THAT THE VOTE REQUIRED IS A MAJORITY OF OUTSTANDING SHARES, FOR SHAREHOLDER APPROVAL OF CERTAIN AMENDMENTS TO THE CHARTER, ANY AMENDMENTS TO T 7 APPROVAL OF AMENDMENT TO ARTICLE IV OF For For Management THE CHARTER TO ELIMINATE THE FOR CAUSE" REQUIREMENT FOR SHAREHOLDER REMOVAL OF A DIRECTOR " 8 APPROVAL OF AMENDMENT TO ARTICLE V OF For No Management THE CHARTER TO LOWER THE MINIMUM SHARE OWNERSHIP THRESHOLD FOR SHAREHOLDERS TO CALL A SPECIAL MEETING OF SHAREHOLDERS FROM A MAJORITY TO 20% OF OUTSTANDING SHARES 9 SHAREHOLDER PROPOSAL - POLITICAL No For Management CONTRIBUTION DISCLOSURE - REQUIRE SEMIANNUAL REPORT DISCLOSING POLITICAL CONTRIBUTION POLICIES AND EXPENDITURES 10 SHAREHOLDER PROPOSAL - SPECIAL No For Management SHAREOWNER MEETINGS - REDUCE THRESHOLD TO CALL A SPECIAL MEETING OF SHAREHOLDERS TO 10% OF OUTSTANDING SHARES 1A. ELECTION OF DIRECTOR: SHERRY S. BARRAT For For Management 1B. ELECTION OF DIRECTOR: ROBERT M. BEALL, For For Management II 1C. ELECTION OF DIRECTOR: JAMES L. CAMAREN For For Management 1D. ELECTION OF DIRECTOR: KENNETH B. DUNN For For Management 1E. ELECTION OF DIRECTOR: NAREN K. For For Management GURSAHANEY 1F. ELECTION OF DIRECTOR: KIRK S. HACHIGIAN For For Management 1G. ELECTION OF DIRECTOR: TONI JENNINGS For For Management 1H. ELECTION OF DIRECTOR: AMY B. LANE For For Management 1I. ELECTION OF DIRECTOR: JAMES L. ROBO For For Management 1J. ELECTION OF DIRECTOR: RUDY E. SCHUPP For For Management 1K. ELECTION OF DIRECTOR: JOHN L. SKOLDS For For Management 1L. ELECTION OF DIRECTOR: WILLIAM H. For For Management SWANSON 1M. ELECTION OF DIRECTOR: HANSEL E. For For Management TOOKES, II 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS NEXTERA ENERGY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 APPROVAL, BY NON-BINDING ADVISORY For For Management VOTE, OF NEXTERA ENERGY'S COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT 4 APPROVAL OF AMENDMENT TO ARTICLE IV OF For For Management THE RESTATED ARTICLES OF INCORPORATION (THE CHARTER") TO ELIMINATE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDER REMOVAL OF A DIRECTOR " 5 APPROVAL OF AMENDMENT TO ELIMINATE For For Management ARTICLE VI OF THE CHARTER, WHICH INCLUDES SUPERMAJORITY VOTE REQUIREMENTS REGARDING BUSINESS COMBINATIONS WITH INTERESTED SHAREHOLDERS 6 APPROVAL OF AMENDMENT TO ARTICLE VII For For Management OF THE CHARTER TO ELIMINATE THE SUPERMAJORITY VOTE REQUIREMENT, AND PROVIDE THAT THE VOTE REQUIRED IS A MAJORITY OF OUTSTANDING SHARES, FOR SHAREHOLDER APPROVAL OF CERTAIN AMENDMENTS TO THE CHARTER, ANY AMENDMENTS TO T 7 APPROVAL OF AMENDMENT TO ARTICLE IV OF For For Management THE CHARTER TO ELIMINATE THE FOR CAUSE" REQUIREMENT FOR SHAREHOLDER REMOVAL OF A DIRECTOR " 8 APPROVAL OF AMENDMENT TO ARTICLE V OF For No Management THE CHARTER TO LOWER THE MINIMUM SHARE OWNERSHIP THRESHOLD FOR SHAREHOLDERS TO CALL A SPECIAL MEETING OF SHAREHOLDERS FROM A MAJORITY TO 20% OF OUTSTANDING SHARES 9 SHAREHOLDER PROPOSAL - POLITICAL No For Management CONTRIBUTION DISCLOSURE - REQUIRE SEMIANNUAL REPORT DISCLOSING POLITICAL CONTRIBUTION POLICIES AND EXPENDITURES 10 SHAREHOLDER PROPOSAL - SPECIAL No For Management SHAREOWNER MEETINGS - REDUCE THRESHOLD TO CALL A SPECIAL MEETING OF SHAREHOLDERS TO 10% OF OUTSTANDING SHARES 1A. ELECTION OF DIRECTOR: SHERRY S. BARRAT For For Management 1B. ELECTION OF DIRECTOR: ROBERT M. BEALL, For For Management II 1C. ELECTION OF DIRECTOR: JAMES L. CAMAREN For For Management 1D. ELECTION OF DIRECTOR: KENNETH B. DUNN For For Management 1E. ELECTION OF DIRECTOR: NAREN K. For For Management GURSAHANEY 1F. ELECTION OF DIRECTOR: KIRK S. HACHIGIAN For For Management 1G. ELECTION OF DIRECTOR: TONI JENNINGS For For Management 1H. ELECTION OF DIRECTOR: AMY B. LANE For For Management 1I. ELECTION OF DIRECTOR: JAMES L. ROBO For For Management 1J. ELECTION OF DIRECTOR: RUDY E. SCHUPP For For Management 1K. ELECTION OF DIRECTOR: JOHN L. SKOLDS For For Management 1L. ELECTION OF DIRECTOR: WILLIAM H. For For Management SWANSON 1M. ELECTION OF DIRECTOR: HANSEL E. For For Management TOOKES, II 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS NEXTERA ENERGY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 APPROVAL, BY NON-BINDING ADVISORY For For Management VOTE, OF NEXTERA ENERGY'S COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT 4 APPROVAL OF AMENDMENT TO ARTICLE IV OF For For Management THE RESTATED ARTICLES OF INCORPORATION (THE CHARTER") TO ELIMINATE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDER REMOVAL OF A DIRECTOR " 5 APPROVAL OF AMENDMENT TO ELIMINATE For For Management ARTICLE VI OF THE CHARTER, WHICH INCLUDES SUPERMAJORITY VOTE REQUIREMENTS REGARDING BUSINESS COMBINATIONS WITH INTERESTED SHAREHOLDERS 6 APPROVAL OF AMENDMENT TO ARTICLE VII For For Management OF THE CHARTER TO ELIMINATE THE SUPERMAJORITY VOTE REQUIREMENT, AND PROVIDE THAT THE VOTE REQUIRED IS A MAJORITY OF OUTSTANDING SHARES, FOR SHAREHOLDER APPROVAL OF CERTAIN AMENDMENTS TO THE CHARTER, ANY AMENDMENTS TO T 7 APPROVAL OF AMENDMENT TO ARTICLE IV OF For For Management THE CHARTER TO ELIMINATE THE FOR CAUSE" REQUIREMENT FOR SHAREHOLDER REMOVAL OF A DIRECTOR " 8 APPROVAL OF AMENDMENT TO ARTICLE V OF For No Management THE CHARTER TO LOWER THE MINIMUM SHARE OWNERSHIP THRESHOLD FOR SHAREHOLDERS TO CALL A SPECIAL MEETING OF SHAREHOLDERS FROM A MAJORITY TO 20% OF OUTSTANDING SHARES 9 SHAREHOLDER PROPOSAL - POLITICAL No For Management CONTRIBUTION DISCLOSURE - REQUIRE SEMIANNUAL REPORT DISCLOSING POLITICAL CONTRIBUTION POLICIES AND EXPENDITURES 10 SHAREHOLDER PROPOSAL - SPECIAL No For Management SHAREOWNER MEETINGS - REDUCE THRESHOLD TO CALL A SPECIAL MEETING OF SHAREHOLDERS TO 10% OF OUTSTANDING SHARES 1A. ELECTION OF DIRECTOR: SHERRY S. BARRAT For For Management 1B. ELECTION OF DIRECTOR: ROBERT M. BEALL, For For Management II 1C. ELECTION OF DIRECTOR: JAMES L. CAMAREN For For Management 1D. ELECTION OF DIRECTOR: KENNETH B. DUNN For For Management 1E. ELECTION OF DIRECTOR: NAREN K. For For Management GURSAHANEY 1F. ELECTION OF DIRECTOR: KIRK S. HACHIGIAN For For Management 1G. ELECTION OF DIRECTOR: TONI JENNINGS For For Management 1H. ELECTION OF DIRECTOR: AMY B. LANE For For Management 1I. ELECTION OF DIRECTOR: JAMES L. ROBO For For Management 1J. ELECTION OF DIRECTOR: RUDY E. SCHUPP For For Management 1K. ELECTION OF DIRECTOR: JOHN L. SKOLDS For For Management 1L. ELECTION OF DIRECTOR: WILLIAM H. For For Management SWANSON 1M. ELECTION OF DIRECTOR: HANSEL E. For For Management TOOKES, II 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS NEXTERA ENERGY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 APPROVAL, BY NON-BINDING ADVISORY For For Management VOTE, OF NEXTERA ENERGY'S COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT 4 APPROVAL OF AMENDMENT TO ARTICLE IV OF For For Management THE RESTATED ARTICLES OF INCORPORATION (THE CHARTER") TO ELIMINATE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDER REMOVAL OF A DIRECTOR " 5 APPROVAL OF AMENDMENT TO ELIMINATE For For Management ARTICLE VI OF THE CHARTER, WHICH INCLUDES SUPERMAJORITY VOTE REQUIREMENTS REGARDING BUSINESS COMBINATIONS WITH INTERESTED SHAREHOLDERS 6 APPROVAL OF AMENDMENT TO ARTICLE VII For For Management OF THE CHARTER TO ELIMINATE THE SUPERMAJORITY VOTE REQUIREMENT, AND PROVIDE THAT THE VOTE REQUIRED IS A MAJORITY OF OUTSTANDING SHARES, FOR SHAREHOLDER APPROVAL OF CERTAIN AMENDMENTS TO THE CHARTER, ANY AMENDMENTS TO T 7 APPROVAL OF AMENDMENT TO ARTICLE IV OF For For Management THE CHARTER TO ELIMINATE THE FOR CAUSE" REQUIREMENT FOR SHAREHOLDER REMOVAL OF A DIRECTOR " 8 APPROVAL OF AMENDMENT TO ARTICLE V OF For No Management THE CHARTER TO LOWER THE MINIMUM SHARE OWNERSHIP THRESHOLD FOR SHAREHOLDERS TO CALL A SPECIAL MEETING OF SHAREHOLDERS FROM A MAJORITY TO 20% OF OUTSTANDING SHARES 9 SHAREHOLDER PROPOSAL - POLITICAL No For Management CONTRIBUTION DISCLOSURE - REQUIRE SEMIANNUAL REPORT DISCLOSING POLITICAL CONTRIBUTION POLICIES AND EXPENDITURES 10 SHAREHOLDER PROPOSAL - SPECIAL No For Management SHAREOWNER MEETINGS - REDUCE THRESHOLD TO CALL A SPECIAL MEETING OF SHAREHOLDERS TO 10% OF OUTSTANDING SHARES 1A. ELECTION OF DIRECTOR: SHERRY S. BARRAT For For Management 1B. ELECTION OF DIRECTOR: ROBERT M. BEALL, For For Management II 1C. ELECTION OF DIRECTOR: JAMES L. CAMAREN For For Management 1D. ELECTION OF DIRECTOR: KENNETH B. DUNN For For Management 1E. ELECTION OF DIRECTOR: NAREN K. For For Management GURSAHANEY 1F. ELECTION OF DIRECTOR: KIRK S. HACHIGIAN For For Management 1G. ELECTION OF DIRECTOR: TONI JENNINGS For For Management 1H. ELECTION OF DIRECTOR: AMY B. LANE For For Management 1I. ELECTION OF DIRECTOR: JAMES L. ROBO For For Management 1J. ELECTION OF DIRECTOR: RUDY E. SCHUPP For For Management 1K. ELECTION OF DIRECTOR: JOHN L. SKOLDS For For Management 1L. ELECTION OF DIRECTOR: WILLIAM H. For For Management SWANSON 1M. ELECTION OF DIRECTOR: HANSEL E. For For Management TOOKES, II 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS NEXTERA ENERGY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 APPROVAL, BY NON-BINDING ADVISORY For For Management VOTE, OF NEXTERA ENERGY'S COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT 4 APPROVAL OF AMENDMENT TO ARTICLE IV OF For For Management THE RESTATED ARTICLES OF INCORPORATION (THE CHARTER") TO ELIMINATE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDER REMOVAL OF A DIRECTOR " 5 APPROVAL OF AMENDMENT TO ELIMINATE For For Management ARTICLE VI OF THE CHARTER, WHICH INCLUDES SUPERMAJORITY VOTE REQUIREMENTS REGARDING BUSINESS COMBINATIONS WITH INTERESTED SHAREHOLDERS 6 APPROVAL OF AMENDMENT TO ARTICLE VII For For Management OF THE CHARTER TO ELIMINATE THE SUPERMAJORITY VOTE REQUIREMENT, AND PROVIDE THAT THE VOTE REQUIRED IS A MAJORITY OF OUTSTANDING SHARES, FOR SHAREHOLDER APPROVAL OF CERTAIN AMENDMENTS TO THE CHARTER, ANY AMENDMENTS TO T 7 APPROVAL OF AMENDMENT TO ARTICLE IV OF For For Management THE CHARTER TO ELIMINATE THE FOR CAUSE" REQUIREMENT FOR SHAREHOLDER REMOVAL OF A DIRECTOR " 8 APPROVAL OF AMENDMENT TO ARTICLE V OF For No Management THE CHARTER TO LOWER THE MINIMUM SHARE OWNERSHIP THRESHOLD FOR SHAREHOLDERS TO CALL A SPECIAL MEETING OF SHAREHOLDERS FROM A MAJORITY TO 20% OF OUTSTANDING SHARES 9 SHAREHOLDER PROPOSAL - POLITICAL No For Management CONTRIBUTION DISCLOSURE - REQUIRE SEMIANNUAL REPORT DISCLOSING POLITICAL CONTRIBUTION POLICIES AND EXPENDITURES 10 SHAREHOLDER PROPOSAL - SPECIAL No For Management SHAREOWNER MEETINGS - REDUCE THRESHOLD TO CALL A SPECIAL MEETING OF SHAREHOLDERS TO 10% OF OUTSTANDING SHARES 1A. ELECTION OF DIRECTOR: SHERRY S. BARRAT For For Management 1B. ELECTION OF DIRECTOR: ROBERT M. BEALL, For For Management II 1C. ELECTION OF DIRECTOR: JAMES L. CAMAREN For For Management 1D. ELECTION OF DIRECTOR: KENNETH B. DUNN For For Management 1E. ELECTION OF DIRECTOR: NAREN K. For For Management GURSAHANEY 1F. ELECTION OF DIRECTOR: KIRK S. HACHIGIAN For For Management 1G. ELECTION OF DIRECTOR: TONI JENNINGS For For Management 1H. ELECTION OF DIRECTOR: AMY B. LANE For For Management 1I. ELECTION OF DIRECTOR: JAMES L. ROBO For For Management 1J. ELECTION OF DIRECTOR: RUDY E. SCHUPP For For Management 1K. ELECTION OF DIRECTOR: JOHN L. SKOLDS For For Management 1L. ELECTION OF DIRECTOR: WILLIAM H. For For Management SWANSON 1M. ELECTION OF DIRECTOR: HANSEL E. For For Management TOOKES, II 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS NEXTERA ENERGY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 APPROVAL, BY NON-BINDING ADVISORY For For Management VOTE, OF NEXTERA ENERGY'S COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT 4 APPROVAL OF AMENDMENT TO ARTICLE IV OF For For Management THE RESTATED ARTICLES OF INCORPORATION (THE CHARTER") TO ELIMINATE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDER REMOVAL OF A DIRECTOR " 5 APPROVAL OF AMENDMENT TO ELIMINATE For For Management ARTICLE VI OF THE CHARTER, WHICH INCLUDES SUPERMAJORITY VOTE REQUIREMENTS REGARDING BUSINESS COMBINATIONS WITH INTERESTED SHAREHOLDERS 6 APPROVAL OF AMENDMENT TO ARTICLE VII For For Management OF THE CHARTER TO ELIMINATE THE SUPERMAJORITY VOTE REQUIREMENT, AND PROVIDE THAT THE VOTE REQUIRED IS A MAJORITY OF OUTSTANDING SHARES, FOR SHAREHOLDER APPROVAL OF CERTAIN AMENDMENTS TO THE CHARTER, ANY AMENDMENTS TO T 7 APPROVAL OF AMENDMENT TO ARTICLE IV OF For For Management THE CHARTER TO ELIMINATE THE FOR CAUSE" REQUIREMENT FOR SHAREHOLDER REMOVAL OF A DIRECTOR " 8 APPROVAL OF AMENDMENT TO ARTICLE V OF For No Management THE CHARTER TO LOWER THE MINIMUM SHARE OWNERSHIP THRESHOLD FOR SHAREHOLDERS TO CALL A SPECIAL MEETING OF SHAREHOLDERS FROM A MAJORITY TO 20% OF OUTSTANDING SHARES 9 SHAREHOLDER PROPOSAL - POLITICAL No For Management CONTRIBUTION DISCLOSURE - REQUIRE SEMIANNUAL REPORT DISCLOSING POLITICAL CONTRIBUTION POLICIES AND EXPENDITURES 10 SHAREHOLDER PROPOSAL - SPECIAL No For Management SHAREOWNER MEETINGS - REDUCE THRESHOLD TO CALL A SPECIAL MEETING OF SHAREHOLDERS TO 10% OF OUTSTANDING SHARES 1A. ELECTION OF DIRECTOR: SHERRY S. BARRAT For For Management 1B. ELECTION OF DIRECTOR: ROBERT M. BEALL, For For Management II 1C. ELECTION OF DIRECTOR: JAMES L. CAMAREN For For Management 1D. ELECTION OF DIRECTOR: KENNETH B. DUNN For For Management 1E. ELECTION OF DIRECTOR: NAREN K. For For Management GURSAHANEY 1F. ELECTION OF DIRECTOR: KIRK S. HACHIGIAN For For Management 1G. ELECTION OF DIRECTOR: TONI JENNINGS For For Management 1H. ELECTION OF DIRECTOR: AMY B. LANE For For Management 1I. ELECTION OF DIRECTOR: JAMES L. ROBO For For Management 1J. ELECTION OF DIRECTOR: RUDY E. SCHUPP For For Management 1K. ELECTION OF DIRECTOR: JOHN L. SKOLDS For For Management 1L. ELECTION OF DIRECTOR: WILLIAM H. For For Management SWANSON 1M. ELECTION OF DIRECTOR: HANSEL E. For For Management TOOKES, II 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS NEXTERA ENERGY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 APPROVAL, BY NON-BINDING ADVISORY For For Management VOTE, OF NEXTERA ENERGY'S COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT 4 APPROVAL OF AMENDMENT TO ARTICLE IV OF For For Management THE RESTATED ARTICLES OF INCORPORATION (THE CHARTER") TO ELIMINATE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDER REMOVAL OF A DIRECTOR " 5 APPROVAL OF AMENDMENT TO ELIMINATE For For Management ARTICLE VI OF THE CHARTER, WHICH INCLUDES SUPERMAJORITY VOTE REQUIREMENTS REGARDING BUSINESS COMBINATIONS WITH INTERESTED SHAREHOLDERS 6 APPROVAL OF AMENDMENT TO ARTICLE VII For For Management OF THE CHARTER TO ELIMINATE THE SUPERMAJORITY VOTE REQUIREMENT, AND PROVIDE THAT THE VOTE REQUIRED IS A MAJORITY OF OUTSTANDING SHARES, FOR SHAREHOLDER APPROVAL OF CERTAIN AMENDMENTS TO THE CHARTER, ANY AMENDMENTS TO T 7 APPROVAL OF AMENDMENT TO ARTICLE IV OF For For Management THE CHARTER TO ELIMINATE THE FOR CAUSE" REQUIREMENT FOR SHAREHOLDER REMOVAL OF A DIRECTOR " 8 APPROVAL OF AMENDMENT TO ARTICLE V OF For No Management THE CHARTER TO LOWER THE MINIMUM SHARE OWNERSHIP THRESHOLD FOR SHAREHOLDERS TO CALL A SPECIAL MEETING OF SHAREHOLDERS FROM A MAJORITY TO 20% OF OUTSTANDING SHARES 9 SHAREHOLDER PROPOSAL - POLITICAL No For Management CONTRIBUTION DISCLOSURE - REQUIRE SEMIANNUAL REPORT DISCLOSING POLITICAL CONTRIBUTION POLICIES AND EXPENDITURES 10 SHAREHOLDER PROPOSAL - SPECIAL No For Management SHAREOWNER MEETINGS - REDUCE THRESHOLD TO CALL A SPECIAL MEETING OF SHAREHOLDERS TO 10% OF OUTSTANDING SHARES -------------------------------------------------------------------------------- NIELSEN N.V. Ticker: NLSN Security ID: N63218106 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAY 29, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1. TO (A) APPROVE THE AMENDMENT OF THE For For Management ARTICLES OF ASSOCIATION OF NIELSEN N.V. IN CONNECTION WITH THE PROPOSED MERGER OF NIELSEN N.V. INTO ITS SUBSIDIARY, NIELSEN HOLDINGS PLC, AND (B) AUTHORIZE ANY AND ALL LAWYERS AND (DEPUTY) CIVIL LAW NOTARIES PRACTICING 2. TO APPROVE THE MERGER BETWEEN NIELSEN For For Management N.V. AND NIELSEN HOLDINGS PLC. 3. TO (A) ADOPT OUR DUTCH STATUTORY For For Management ANNUAL ACCOUNTS FOR THE YEAR ENDED DECEMBER 31, 2014 AND (B) AUTHORIZE THE PREPARATION OF OUR DUTCH STATUTORY ANNUAL ACCOUNTS AND THE ANNUAL REPORT OF THE BOARD OF DIRECTORS REQUIRED BY DUTCH LAW, BOTH FOR THE YEAR ENDING 4. TO DISCHARGE THE MEMBERS OF THE BOARD For For Management OF DIRECTORS FROM LIABILITY PURSUANT TO DUTCH LAW IN RESPECT OF THE EXERCISE OF THEIR DUTIES DURING THE YEAR ENDED DECEMBER 31, 2014. 5A. ELECTION OF DIRECTOR: JAMES A. For For Management ATTWOOD, JR. 5B. ELECTION OF DIRECTOR: DWIGHT M. BARNS For For Management 5C. ELECTION OF DIRECTOR: DAVID L. CALHOUN For For Management 5D. ELECTION OF DIRECTOR: KAREN M. HOGUET For For Management 5E. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 5F. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 5G. ELECTION OF DIRECTOR: KATHRYN V. For For Management MARINELLO 5H. ELECTION OF DIRECTOR: ALEXANDER NAVAB For For Management 5I. ELECTION OF DIRECTOR: ROBERT POZEN For For Management 5J. ELECTION OF DIRECTOR: VIVEK Y. RANADIVE For For Management 5K. ELECTION OF DIRECTOR: JAVIER G. TERUEL For For Management 6. TO RATIFY THE APPOINTMENT OF ERNST & For For Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 7. TO APPOINT ERNST & YOUNG ACCOUNTANTS For For Management LLP AS OUR AUDITOR WHO WILL AUDIT OUR DUTCH STATUTORY ANNUAL ACCOUNTS FOR THE YEAR ENDING DECEMBER 31, 2015. 8. TO APPROVE THE EXTENSION OF THE For For Management AUTHORITY OF THE BOARD OF DIRECTORS TO REPURCHASE UP TO 10% OF OUR ISSUED SHARE CAPITAL (INCLUDING DEPOSITARY RECEIPTS ISSUED FOR OUR SHARES) UNTIL DECEMBER 26, 2016 ON THE OPEN MARKET, THROUGH PRIVATELY NEGOTIATED TRANSACT 9. TO APPROVE IN A NON-BINDING, ADVISORY For For Management VOTE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT/PROSPECTUS PURSUANT TO THE RULES OF THE SECURITIES AND EXCHANGE COMMISSION. -------------------------------------------------------------------------------- NORDSTROM, INC. Ticker: JWN Security ID: 655664100 Meeting Date: MAY 05, 2015 Meeting Type: Annual Record Date: MAR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Shellye L. Archambeau For For Management 1b Elect Director Phyllis J. Campbell For For Management 1c Elect Director Michelle M. Ebanks For For Management 1d Elect Director Enrique Hernandez, Jr. For For Management 1e Elect Director Robert G. Miller For For Management 1f Elect Director Blake W. Nordstrom For For Management 1g Elect Director Erik B. Nordstrom For For Management 1h Elect Director Peter E. Nordstrom For For Management 1i Elect Director Philip G. Satre For For Management 1j Elect Director Brad D. Smith For For Management 1k Elect Director B. Kevin Turner For For Management 1l Elect Director Robert D. Walter For For Management 1m Elect Director Alison A. Winter For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- NORFOLK SOUTHERN CORPORATION Ticker: NSC Security ID: 655844108 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAR 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas D. Bell, Jr. For For Management 1.2 Elect Director Erskine B. Bowles For For Management 1.3 Elect Director Robert A. Bradway For For Management 1.4 Elect Director Wesley G. Bush For For Management 1.5 Elect Director Daniel A. Carp For For Management 1.6 Elect Director Karen N. Horn For For Management 1.7 Elect Director Steven F. Leer For For Management 1.8 Elect Director Michael D. Lockhart For For Management 1.9 Elect Director Amy E. Miles For For Management 1.10 Elect Director Charles W. Moorman, IV For Against Management 1.11 Elect Director Martin H. Nesbitt For For Management 1.12 Elect Director James A. Squires For For Management 1.13 Elect Director John R. Thompson For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Executive Incentive Bonus Plan For For Management 5 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- NORSK HYDRO ASA, OSLO Ticker: Security ID: R61115102 Meeting Date: MAY 06, 2015 Meeting Type: Annual General Meeting Record Date: APR 28, 2015 # Proposal Mgt Rec Vote Cast Sponsor CMMT IMPORTANT MARKET PROCESSING M Note Non Management REQUIREMENT: A BENEFICIAL OWNER SIGNED Votable POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUE CMMT MARKET RULES REQUIRE DISCLOSURE OF M Note Non Management BENEFICIAL OWNER INFORMATION FOR ALL Votable VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE R CMMT SHARES HELD IN AN OMNIBUS/NOMINEE M Note Non Management ACCOUNT NEED TO BE RE-REGISTERED IN Votable THE BENEFICIAL OWNERS NAME TO BE ALLOWED TO VOTE AT MEETINGS. SHARES WILL BE TEMPORARILY TRANSFERRED TO A SEPARATE ACCOUNT IN THE BENEFICIAL OWNER'S NAME ON THE PROXY DEADLINE AND TRANS CMMT BLOCKING SHOULD ALWAYS BE APPLIED, M Note Non Management RECORD DATE OR NOT. Votable 1 APPROVAL OF THE NOTICE AND THE AGENDA For For Management 2 ELECTION OF ONE PERSON TO COUNTERSIGN For For Management THE MINUTES 3 APPROVAL OF THE FINANCIAL STATEMENTS For For Management AND THE BOARD OF DIRECTORS' REPORT FOR THE FINANCIAL YEAR 2014 FOR NORSK HYDRO ASA AND THE GROUP, INCLUDING DISTRIBUTION OF DIVIDEND: NOK 1.00 PER SHARE 4 AUDITOR'S REMUNERATION For For Management 5 STATEMENT ON CORPORATE GOVERNANCE IN M Note Non Management ACCORDANCE WITH SECTION 3-3B OF THE Votable NORWEGIAN ACCOUNTING ACT 6 GUIDELINES FOR REMUNERATION TO THE For For Management EXECUTIVE MANAGEMENT 7 AMENDMENT OF THE ARTICLES OF For For Management ASSOCIATION: SECTION 5A 8 ELECTION OF MEMBER TO THE CORPORATE For For Management ASSEMBLY: BERIT LEDEL HENRIKSEN 9.1 ELECTION TO THE NOMINATION COMMITTEE: For For Management BERIT LEDEL HENRIKSEN 9.2 ELECTION OF CHAIRPERSON OF THE For For Management NOMINATION COMMITTEE: TERJE VENOLD 10.1 REMUNERATION FOR THE MEMBERS OF THE For For Management CORPORATE ASSEMBLY 10.2 REMUNERATION FOR THE MEMBERS OF THE For For Management NOMINATION COMMITTEE -------------------------------------------------------------------------------- NORTHERN FUNDS Ticker: NITXX Security ID: 665279808 Meeting Date: JUL 31, 2014 Meeting Type: Special Record Date: FEB 24, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF PROPOSED MANAGEMENT For For Management AGREEMENT. 3 APPROVAL TO CHANGE THE INVESTMENT For No Management OBJECTIVE FOR THE TREASURY PORTFOLIO OF NORTHERN INSTITUTIONAL FUNDS. -------------------------------------------------------------------------------- NORTHERN INSTITUTIONAL FUNDS Ticker: BDAXX Security ID: 665278107 Meeting Date: JUL 31, 2014 Meeting Type: Special Record Date: FEB 24, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF PROPOSED MANAGEMENT For For Management AGREEMENT. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF PROPOSED MANAGEMENT For For Management AGREEMENT. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF PROPOSED MANAGEMENT For For Management AGREEMENT. -------------------------------------------------------------------------------- NORTHERN TRUST CORPORATION Ticker: NTRS Security ID: 665859104 Meeting Date: APR 21, 2015 Meeting Type: Annual Record Date: FEB 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1a Elect Director Linda Walker Bynoe For Did Not Vote Management 1.1b Elect Director Susan Crown For Did Not Vote Management 1.1c Elect Director Dean M. Harrison For Did Not Vote Management 1.1d Elect Director Dipak C. Jain For Did Not Vote Management 1.1e Elect Director Jose Luis Prado For Did Not Vote Management 1.1f Elect Director John W. Rowe For Did Not Vote Management 1.1g Elect Director Martin P. Slark For Did Not Vote Management 1.1h Elect Director David H. B. Smith, Jr. For Did Not Vote Management 1.1i Elect Director Donald Thompson For Did Not Vote Management 1.1j Elect Director Charles A. Tribbett, III For Did Not Vote Management 1.1k Elect Director Frederick H. Waddell For Did Not Vote Management 2 Advisory Vote to Ratify Named For Did Not Vote Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For Did Not Vote Management 4 Report on Lobbying Payments and Against Did Not Vote Shareholder Political Contributions -------------------------------------------------------------------------------- NORTHROP GRUMMAN CORPORATION Ticker: NOC Security ID: 666807102 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Wesley G. Bush For Against Management 1.2 Elect Director Marianne C. Brown For For Management 1.3 Elect Director Victor H. Fazio For For Management 1.4 Elect Director Donald E. Felsinger For For Management 1.5 Elect Director Bruce S. Gordon For For Management 1.6 Elect Director William H. Hernandez For For Management 1.7 Elect Director Madeleine A. Kleiner For For Management 1.8 Elect Director Karl J. Krapek For For Management 1.9 Elect Director Richard B. Myers For For Management 1.10 Elect Director Gary Roughead For For Management 1.11 Elect Director Thomas M. Schoewe For For Management 1.12 Elect Director James S. Turley For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Ratify Deloitte & Touche LLP as For For Management Auditors 5 Require Independent Board Chairman Against For Shareholder -------------------------------------------------------------------------------- NOVARTIS AG Ticker: NVS Security ID: 66987V109 Meeting Date: FEB 27, 2015 Meeting Type: Annual Record Date: JAN 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1. APPROVAL OF THE ANNUAL REPORT OF For For Management NOVARTIS AG, THE FINANCIAL STATEMENTS OF NOVARTIS AG AND THE GROUP CONSOLIDATED FINANCIAL STATEMENTS FOR THE 2014 FINANCIAL YEAR 2. DISCHARGE FROM LIABILITY OF THE For For Management MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE COMMITTEE 3. APPROPRIATION OF AVAILABLE EARNINGS OF For For Management NOVARTIS AG AS PER BALANCE SHEET AND DECLARATION OF DIVIDEND 4. REDUCTION OF SHARE CAPITAL For For Management 5. REVISION OF THE ARTICLES OF For For Management INCORPORATION 6A. VOTES ON COMPENSATION FOR THE MEMBERS For For Management OF THE BOARD OF DIRECTORS AND THE EXECUTIVE COMMITTEE: BINDING VOTE ON TOTAL COMPENSATION FOR MEMBERS OF THE BOARD OF DIRECTORS FROM THE 2015 ANNUAL GENERAL MEETING TO THE 2016 ANNUAL GENERAL MEETING 6B. VOTES ON COMPENSATION FOR THE MEMBERS For For Management OF THE BOARD OF DIRECTORS AND THE EXECUTIVE COMMITTEE: BINDING VOTE ON TOTAL COMPENSATION FOR MEMBERS OF THE EXECUTIVE COMMITTEE FOR THE NEXT FINANCIAL YEAR, I.E. 2016 6C. VOTES ON COMPENSATION FOR THE MEMBERS For For Management OF THE BOARD OF DIRECTORS AND THE EXECUTIVE COMMITTEE: ADVISORY VOTE ON THE 2014 COMPENSATION REPORT 7A. RE-ELECTION OF JOERG REINHARDT, PH.D., For For Management AND RE-ELECTION AS CHAIRMAN OF THE BOARD OF DIRECTORS (IN A SINGLE VOTE) 7B. RE-ELECTION OF DIMITRI AZAR, M.D. For For Management 7C. RE-ELECTION OF VERENA A. BRINER, M.D. For For Management 7D. RE-ELECTION OF SRIKANT DATAR, PH.D. For For Management 7E. RE-ELECTION OF ANN FUDGE For For Management 7F. RE-ELECTION OF PIERRE LANDOLT, PH.D. For For Management 7G. RE-ELECTION OF ANDREAS VON PLANTA, PH. For For Management D. 7H. RE-ELECTION OF CHARLES L. SAWYERS, M.D. For For Management 7I. RE-ELECTION OF ENRICO VANNI, PH.D. For For Management 7J. RE-ELECTION OF WILLIAM T. WINTERS For For Management 7K. ELECTION OF NANCY C. ANDREWS, M.D., PH. For For Management D. 8A. RE-ELECTION OF SRIKANT DATAR, PH.D., For For Management AS MEMBER OF THE COMPENSATION COMMITTEE 8B. RE-ELECTION OF ANN FUDGE AS MEMBER OF For For Management THE COMPENSATION COMMITTEE 8C. RE-ELECTION OF ENRICO VANNI, PH.D., AS For For Management MEMBER OF THE COMPENSATION COMMITTEE 8D. ELECTION OF WILLIAM T. WINTERS AS For For Management MEMBER OF THE COMPENSATION COMMITTEE 9. RE-ELECTION OF THE STATUTORY AUDITOR For For Management 10. RE-ELECTION OF THE INDEPENDENT PROXY For For Management 11. P58679L INSTRUCTIONS IN CASE OF For Abstain Management ALTERNATIVE MOTIONS UNDER THE AGENDA ITEMS PUBLISHED IN THE NOTICE OF ANNUAL GENERAL MEETING, AND/OR OF MOTIONS RELATING TO ADDITIONAL AGENDA ITEMS ACCORDING TO ARTICLE 700 PARAGRAPH 3 OF THE SWISS CODE OF OBLIGATIONS IF AL -------------------------------------------------------------------------------- NUCOR CORPORATION Ticker: NUE Security ID: 670346105 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 1 ELECTION OF DIRECTOR For Take No Management Action 2 RATIFICATION OF THE APPOINTMENT OF For Take No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S Action INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No Take No Management LOBBYING AND CORPORATE SPENDING ON Action POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 3 STOCKHOLDER PROPOSAL REGARDING NUCOR'S No For Management LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS -------------------------------------------------------------------------------- NUCOR CORPORATION Ticker: NUE Security ID: 670346105 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John J. Ferriola For For Management 1.2 Elect Director Harvey B. Gantt For For Management 1.3 Elect Director Gregory J. Hayes For For Management 1.4 Elect Director Victoria F. Haynes For For Management 1.5 Elect Director Bernard L. Kasriel For For Management 1.6 Elect Director Christopher J. Kearney For For Management 1.7 Elect Director Raymond J. Milchovich For For Management 1.8 Elect Director John H. Walker For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Report on Political Contributions Against Against Shareholder -------------------------------------------------------------------------------- OCCIDENTAL PETROLEUM CORPORATION Ticker: OXY Security ID: 674599105 Meeting Date: MAY 01, 2015 Meeting Type: Annual Record Date: MAR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: SPENCER ABRAHAM For For Management 1B. ELECTION OF DIRECTOR: HOWARD I. ATKINS For For Management 1C. ELECTION OF DIRECTOR: EUGENE L. For For Management BATCHELDER 1D. ELECTION OF DIRECTOR: STEPHEN I. CHAZEN For For Management 1E. ELECTION OF DIRECTOR: JOHN E. FEICK For For Management 1F. ELECTION OF DIRECTOR: MARGARET M. FORAN For For Management 1G. ELECTION OF DIRECTOR: CARLOS M. For For Management GUTIERREZ 1H. ELECTION OF DIRECTOR: WILLIAM R. KLESSE For No Management 1I. ELECTION OF DIRECTOR: AVEDICK B. For For Management POLADIAN 1J. ELECTION OF DIRECTOR: ELISSE B. WALTER For For Management 2 ADVISORY VOTE APPROVING EXECUTIVE For For Management COMPENSATION 3 APPROVAL OF THE OCCIDENTAL PETROLEUM For For Management CORPORATION 2015 LONG-TERM INCENTIVE PLAN 4 RATIFICATION OF INDEPENDENT AUDITORS For No Management 5 RECOVERY OF UNEARNED MANAGEMENT BONUSES No For Management 6 PROXY ACCESS No For Management 7 METHANE EMISSIONS AND FLARING No No Management 8 REVIEW LOBBYING AT FEDERAL, STATE, No For Management LOCAL LEVELS -------------------------------------------------------------------------------- OFG BANCORP Ticker: OFG Security ID: 67103X102 Meeting Date: APR 22, 2015 Meeting Type: Annual Record Date: FEB 26, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS SET FORTH IN THE ACCOMPANYING PROXY STATEMENT. 3 TO RATIFY THE SELECTION OF THE For No Management COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS SET FORTH IN THE ACCOMPANYING PROXY STATEMENT. 3 TO RATIFY THE SELECTION OF THE For No Management COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS SET FORTH IN THE ACCOMPANYING PROXY STATEMENT. 3 TO RATIFY THE SELECTION OF THE For No Management COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS SET FORTH IN THE ACCOMPANYING PROXY STATEMENT. 3 TO RATIFY THE SELECTION OF THE For No Management COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS SET FORTH IN THE ACCOMPANYING PROXY STATEMENT. 3 TO RATIFY THE SELECTION OF THE For No Management COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS SET FORTH IN THE ACCOMPANYING PROXY STATEMENT. 3 TO RATIFY THE SELECTION OF THE For No Management COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. -------------------------------------------------------------------------------- OGE ENERGY CORP. Ticker: OGE Security ID: 670837103 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS THE COMPANY'S PRINCIPAL INDEPENDENT ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL REGARDING SIMPLE For For Management MAJORITY VOTE. 5 SHAREHOLDER PROPOSAL REGARDING A No No Management REPORT ON GREENHOUSE GAS EMISSION REDUCTIONS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS THE COMPANY'S PRINCIPAL INDEPENDENT ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL REGARDING SIMPLE For For Management MAJORITY VOTE. 5 SHAREHOLDER PROPOSAL REGARDING A No No Management REPORT ON GREENHOUSE GAS EMISSION REDUCTIONS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS THE COMPANY'S PRINCIPAL INDEPENDENT ACCOUNTANTS FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 SHAREHOLDER PROPOSAL REGARDING SIMPLE For For Management MAJORITY VOTE. 5 SHAREHOLDER PROPOSAL REGARDING A No No Management REPORT ON GREENHOUSE GAS EMISSION REDUCTIONS. -------------------------------------------------------------------------------- OM GROUP, INC. Ticker: OMG Security ID: 670872100 Meeting Date: JUN 01, 2015 Meeting Type: Annual Record Date: APR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPOINTMENT OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTANT. 3 ADVISORY VOTE ON COMPENSATION OF NAMED For For Management EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPOINTMENT OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTANT. 3 ADVISORY VOTE ON COMPENSATION OF NAMED For For Management EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPOINTMENT OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTANT. 3 ADVISORY VOTE ON COMPENSATION OF NAMED For For Management EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPOINTMENT OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTANT. 3 ADVISORY VOTE ON COMPENSATION OF NAMED For For Management EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPOINTMENT OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTANT. 3 ADVISORY VOTE ON COMPENSATION OF NAMED For For Management EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPOINTMENT OF INDEPENDENT REGISTERED For No Management PUBLIC ACCOUNTANT. 3 ADVISORY VOTE ON COMPENSATION OF NAMED For For Management EXECUTIVE OFFICERS. -------------------------------------------------------------------------------- OMEGA HEALTHCARE INVESTORS, INC. Ticker: OHI Security ID: 681936100 Meeting Date: MAR 27, 2015 Meeting Type: Special Record Date: FEB 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 TO APPROVE THE ISSUANCE OF SHARES OF For For Management OMEGA COMMON STOCK TO THE STOCKHOLDERS OF AVIV REIT, INC. (AVIV") IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER 2 TO AMEND OMEGA'S ARTICLES OF AMENDMENT For For Management AND RESTATEMENT TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF OMEGA CAPITAL STOCK FROM 220,000,000 TO 370,000,000 AND THE NUMBER OF AUTHORIZED SHARES OF OMEGA COMMON STOCK FROM 200,000,000 TO 350,000,000. 3 TO AMEND OMEGA'S ARTICLES OF AMENDMENT For For Management AND RESTATEMENT TO DECLASSIFY OMEGA'S BOARD OF DIRECTORS AND PROVIDE THAT DIRECTORS SHALL BE ELECTED FOR ONE-YEAR TERMS. 4 TO AMEND OMEGA'S ARTICLES OF AMENDMENT For For Management AND RESTATEMENT TO REMOVE THE SUPERMAJORITY VOTING REQUIREMENT (80%) FOR FUTURE AMENDMENTS RELATING TO THE TERMS OF DIRECTORS. 5 TO ADJOURN THE OMEGA SPECIAL MEETING For For Management TO A LATER DATE OR DATES, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES FOR THE PROPOSALS TO ISSUE OMEGA COMMON STOCK IN CONNECTION WITH THE MERGER AND THE CHARTER AMENDMENT TO INCREASE 1 TO APPROVE THE ISSUANCE OF SHARES OF For For Management OMEGA COMMON STOCK TO THE STOCKHOLDERS OF AVIV REIT, INC. (AVIV") IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER 2 TO AMEND OMEGA'S ARTICLES OF AMENDMENT For For Management AND RESTATEMENT TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF OMEGA CAPITAL STOCK FROM 220,000,000 TO 370,000,000 AND THE NUMBER OF AUTHORIZED SHARES OF OMEGA COMMON STOCK FROM 200,000,000 TO 350,000,000. 3 TO AMEND OMEGA'S ARTICLES OF AMENDMENT For For Management AND RESTATEMENT TO DECLASSIFY OMEGA'S BOARD OF DIRECTORS AND PROVIDE THAT DIRECTORS SHALL BE ELECTED FOR ONE-YEAR TERMS. 4 TO AMEND OMEGA'S ARTICLES OF AMENDMENT For For Management AND RESTATEMENT TO REMOVE THE SUPERMAJORITY VOTING REQUIREMENT (80%) FOR FUTURE AMENDMENTS RELATING TO THE TERMS OF DIRECTORS. 5 TO ADJOURN THE OMEGA SPECIAL MEETING For For Management TO A LATER DATE OR DATES, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES FOR THE PROPOSALS TO ISSUE OMEGA COMMON STOCK IN CONNECTION WITH THE MERGER AND THE CHARTER AMENDMENT TO INCREASE 1 TO APPROVE THE ISSUANCE OF SHARES OF For For Management OMEGA COMMON STOCK TO THE STOCKHOLDERS OF AVIV REIT, INC. (AVIV") IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER 2 TO AMEND OMEGA'S ARTICLES OF AMENDMENT For For Management AND RESTATEMENT TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF OMEGA CAPITAL STOCK FROM 220,000,000 TO 370,000,000 AND THE NUMBER OF AUTHORIZED SHARES OF OMEGA COMMON STOCK FROM 200,000,000 TO 350,000,000. 3 TO AMEND OMEGA'S ARTICLES OF AMENDMENT For For Management AND RESTATEMENT TO DECLASSIFY OMEGA'S BOARD OF DIRECTORS AND PROVIDE THAT DIRECTORS SHALL BE ELECTED FOR ONE-YEAR TERMS. 4 TO AMEND OMEGA'S ARTICLES OF AMENDMENT For For Management AND RESTATEMENT TO REMOVE THE SUPERMAJORITY VOTING REQUIREMENT (80%) FOR FUTURE AMENDMENTS RELATING TO THE TERMS OF DIRECTORS. 5 TO ADJOURN THE OMEGA SPECIAL MEETING For For Management TO A LATER DATE OR DATES, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES FOR THE PROPOSALS TO ISSUE OMEGA COMMON STOCK IN CONNECTION WITH THE MERGER AND THE CHARTER AMENDMENT TO INCREASE 1 TO APPROVE THE ISSUANCE OF SHARES OF For For Management OMEGA COMMON STOCK TO THE STOCKHOLDERS OF AVIV REIT, INC. (AVIV") IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER 2 TO AMEND OMEGA'S ARTICLES OF AMENDMENT For For Management AND RESTATEMENT TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF OMEGA CAPITAL STOCK FROM 220,000,000 TO 370,000,000 AND THE NUMBER OF AUTHORIZED SHARES OF OMEGA COMMON STOCK FROM 200,000,000 TO 350,000,000. 3 TO AMEND OMEGA'S ARTICLES OF AMENDMENT For For Management AND RESTATEMENT TO DECLASSIFY OMEGA'S BOARD OF DIRECTORS AND PROVIDE THAT DIRECTORS SHALL BE ELECTED FOR ONE-YEAR TERMS. 4 TO AMEND OMEGA'S ARTICLES OF AMENDMENT For For Management AND RESTATEMENT TO REMOVE THE SUPERMAJORITY VOTING REQUIREMENT (80%) FOR FUTURE AMENDMENTS RELATING TO THE TERMS OF DIRECTORS. 5 TO ADJOURN THE OMEGA SPECIAL MEETING For For Management TO A LATER DATE OR DATES, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES FOR THE PROPOSALS TO ISSUE OMEGA COMMON STOCK IN CONNECTION WITH THE MERGER AND THE CHARTER AMENDMENT TO INCREASE 1 TO APPROVE THE ISSUANCE OF SHARES OF For For Management OMEGA COMMON STOCK TO THE STOCKHOLDERS OF AVIV REIT, INC. (AVIV") IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER 2 TO AMEND OMEGA'S ARTICLES OF AMENDMENT For For Management AND RESTATEMENT TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF OMEGA CAPITAL STOCK FROM 220,000,000 TO 370,000,000 AND THE NUMBER OF AUTHORIZED SHARES OF OMEGA COMMON STOCK FROM 200,000,000 TO 350,000,000. 3 TO AMEND OMEGA'S ARTICLES OF AMENDMENT For For Management AND RESTATEMENT TO DECLASSIFY OMEGA'S BOARD OF DIRECTORS AND PROVIDE THAT DIRECTORS SHALL BE ELECTED FOR ONE-YEAR TERMS. 4 TO AMEND OMEGA'S ARTICLES OF AMENDMENT For For Management AND RESTATEMENT TO REMOVE THE SUPERMAJORITY VOTING REQUIREMENT (80%) FOR FUTURE AMENDMENTS RELATING TO THE TERMS OF DIRECTORS. 5 TO ADJOURN THE OMEGA SPECIAL MEETING For For Management TO A LATER DATE OR DATES, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES FOR THE PROPOSALS TO ISSUE OMEGA COMMON STOCK IN CONNECTION WITH THE MERGER AND THE CHARTER AMENDMENT TO INCREASE 1 TO APPROVE THE ISSUANCE OF SHARES OF For For Management OMEGA COMMON STOCK TO THE STOCKHOLDERS OF AVIV REIT, INC. (AVIV") IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER 2 TO AMEND OMEGA'S ARTICLES OF AMENDMENT For For Management AND RESTATEMENT TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF OMEGA CAPITAL STOCK FROM 220,000,000 TO 370,000,000 AND THE NUMBER OF AUTHORIZED SHARES OF OMEGA COMMON STOCK FROM 200,000,000 TO 350,000,000. 3 TO AMEND OMEGA'S ARTICLES OF AMENDMENT For For Management AND RESTATEMENT TO DECLASSIFY OMEGA'S BOARD OF DIRECTORS AND PROVIDE THAT DIRECTORS SHALL BE ELECTED FOR ONE-YEAR TERMS. 4 TO AMEND OMEGA'S ARTICLES OF AMENDMENT For For Management AND RESTATEMENT TO REMOVE THE SUPERMAJORITY VOTING REQUIREMENT (80%) FOR FUTURE AMENDMENTS RELATING TO THE TERMS OF DIRECTORS. 5 TO ADJOURN THE OMEGA SPECIAL MEETING For For Management TO A LATER DATE OR DATES, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES FOR THE PROPOSALS TO ISSUE OMEGA COMMON STOCK IN CONNECTION WITH THE MERGER AND THE CHARTER AMENDMENT TO INCREASE -------------------------------------------------------------------------------- OMNICOM GROUP INC. Ticker: OMC Security ID: 681919106 Meeting Date: MAY 18, 2015 Meeting Type: Annual Record Date: MAR 30, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John D. Wren For For Management 1.2 Elect Director Bruce Crawford For For Management 1.3 Elect Director Alan R. Batkin For For Management 1.4 Elect Director Mary C. Choksi For For Management 1.5 Elect Director Robert Charles Clark For For Management 1.6 Elect Director Leonard S. Coleman, Jr. For For Management 1.7 Elect Director Errol M. Cook For For Management 1.8 Elect Director Susan S. Denison For For Management 1.9 Elect Director Michael A. Henning For For Management 1.10 Elect Director John R. Murphy For For Management 1.11 Elect Director John R. Purcell For For Management 1.12 Elect Director Linda Johnson Rice For For Management 1.13 Elect Director Gary L. Roubos For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Prepare Employment Diversity Report Against Against Shareholder 5 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- ON SEMICONDUCTOR CORPORATION Ticker: ON Security ID: 682189105 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 ELECTION OF DIRECTOR: ATSUSHI ABE For For Management 1.2 ELECTION OF DIRECTOR: CURTIS J. For For Management CRAWFORD, PH.D. 1.3 ELECTION OF DIRECTOR: PAUL A. For For Management MASCARENAS 1.4 ELECTION OF DIRECTOR: DARYL A. For For Management OSTRANDER, PH.D. 2 TO VOTE ON AN ADVISORY RESOLUTION TO For For Management APPROVE EXECUTIVE COMPENSATION. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT YEAR. 4 TO APPROVE THE SECOND AMENDMENT TO THE For For Management ON SEMICONDUCTOR CORPORATION AMENDED AND RESTATED STOCK INCENTIVE PLAN AND REAPPROVAL OF THE MATERIAL TERMS OF THE PLAN TO CONTINUE TO ALLOW THE COMPENSATION COMMITTEE TO GRANT AWARDS THAT ARE INTENDED TO QUALIFY FOR 5 TO APPROVE AN AMENDMENT TO THE ON For For Management SEMICONDUCTOR CORPORATION 2000 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE CUMULATIVE TOTAL NUMBER OF SHARES OF COMMON STOCK ISSUABLE THEREUNDER FROM 18,000,000 TO 23,500,000. 1.1 ELECTION OF DIRECTOR: ATSUSHI ABE For For Management 1.2 ELECTION OF DIRECTOR: CURTIS J. For For Management CRAWFORD, PH.D. 1.3 ELECTION OF DIRECTOR: PAUL A. For For Management MASCARENAS 1.4 ELECTION OF DIRECTOR: DARYL A. For For Management OSTRANDER, PH.D. 2 TO VOTE ON AN ADVISORY RESOLUTION TO For For Management APPROVE EXECUTIVE COMPENSATION. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT YEAR. 4 TO APPROVE THE SECOND AMENDMENT TO THE For For Management ON SEMICONDUCTOR CORPORATION AMENDED AND RESTATED STOCK INCENTIVE PLAN AND REAPPROVAL OF THE MATERIAL TERMS OF THE PLAN TO CONTINUE TO ALLOW THE COMPENSATION COMMITTEE TO GRANT AWARDS THAT ARE INTENDED TO QUALIFY FOR 5 TO APPROVE AN AMENDMENT TO THE ON For For Management SEMICONDUCTOR CORPORATION 2000 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE CUMULATIVE TOTAL NUMBER OF SHARES OF COMMON STOCK ISSUABLE THEREUNDER FROM 18,000,000 TO 23,500,000. 1.1 ELECTION OF DIRECTOR: ATSUSHI ABE For For Management 1.2 ELECTION OF DIRECTOR: CURTIS J. For For Management CRAWFORD, PH.D. 1.3 ELECTION OF DIRECTOR: PAUL A. For For Management MASCARENAS 1.4 ELECTION OF DIRECTOR: DARYL A. For For Management OSTRANDER, PH.D. 2 TO VOTE ON AN ADVISORY RESOLUTION TO For For Management APPROVE EXECUTIVE COMPENSATION. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT YEAR. 4 TO APPROVE THE SECOND AMENDMENT TO THE For For Management ON SEMICONDUCTOR CORPORATION AMENDED AND RESTATED STOCK INCENTIVE PLAN AND REAPPROVAL OF THE MATERIAL TERMS OF THE PLAN TO CONTINUE TO ALLOW THE COMPENSATION COMMITTEE TO GRANT AWARDS THAT ARE INTENDED TO QUALIFY FOR 5 TO APPROVE AN AMENDMENT TO THE ON For For Management SEMICONDUCTOR CORPORATION 2000 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE CUMULATIVE TOTAL NUMBER OF SHARES OF COMMON STOCK ISSUABLE THEREUNDER FROM 18,000,000 TO 23,500,000. 1.1 ELECTION OF DIRECTOR: ATSUSHI ABE For For Management 1.2 ELECTION OF DIRECTOR: CURTIS J. For For Management CRAWFORD, PH.D. 1.3 ELECTION OF DIRECTOR: PAUL A. For For Management MASCARENAS 1.4 ELECTION OF DIRECTOR: DARYL A. For For Management OSTRANDER, PH.D. 2 TO VOTE ON AN ADVISORY RESOLUTION TO For For Management APPROVE EXECUTIVE COMPENSATION. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT YEAR. 4 TO APPROVE THE SECOND AMENDMENT TO THE For For Management ON SEMICONDUCTOR CORPORATION AMENDED AND RESTATED STOCK INCENTIVE PLAN AND REAPPROVAL OF THE MATERIAL TERMS OF THE PLAN TO CONTINUE TO ALLOW THE COMPENSATION COMMITTEE TO GRANT AWARDS THAT ARE INTENDED TO QUALIFY FOR 5 TO APPROVE AN AMENDMENT TO THE ON For For Management SEMICONDUCTOR CORPORATION 2000 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE CUMULATIVE TOTAL NUMBER OF SHARES OF COMMON STOCK ISSUABLE THEREUNDER FROM 18,000,000 TO 23,500,000. 1.1 ELECTION OF DIRECTOR: ATSUSHI ABE For For Management 1.2 ELECTION OF DIRECTOR: CURTIS J. For For Management CRAWFORD, PH.D. 1.3 ELECTION OF DIRECTOR: PAUL A. For For Management MASCARENAS 1.4 ELECTION OF DIRECTOR: DARYL A. For For Management OSTRANDER, PH.D. 2 TO VOTE ON AN ADVISORY RESOLUTION TO For For Management APPROVE EXECUTIVE COMPENSATION. 3 TO RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT YEAR. 4 TO APPROVE THE SECOND AMENDMENT TO THE For For Management ON SEMICONDUCTOR CORPORATION AMENDED AND RESTATED STOCK INCENTIVE PLAN AND REAPPROVAL OF THE MATERIAL TERMS OF THE PLAN TO CONTINUE TO ALLOW THE COMPENSATION COMMITTEE TO GRANT AWARDS THAT ARE INTENDED TO QUALIFY FOR 5 TO APPROVE AN AMENDMENT TO THE ON For For Management SEMICONDUCTOR CORPORATION 2000 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE CUMULATIVE TOTAL NUMBER OF SHARES OF COMMON STOCK ISSUABLE THEREUNDER FROM 18,000,000 TO 23,500,000. -------------------------------------------------------------------------------- ORACLE CORPORATION Ticker: ORCL Security ID: 68389X105 Meeting Date: NOV 05, 2014 Meeting Type: Annual Record Date: SEP 08, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 3 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4 STOCKHOLDER PROPOSAL REGARDING VOTE No No Management TABULATION. 5 STOCKHOLDER PROPOSAL REGARDING No For Management MULTIPLE PERFORMANCE METRICS. 6 STOCKHOLDER PROPOSAL REGARDING No For Management QUANTIFIABLE PERFORMANCE METRICS. 7 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. -------------------------------------------------------------------------------- PARKER-HANNIFIN CORPORATION Ticker: PH Security ID: 701094104 Meeting Date: OCT 22, 2014 Meeting Type: Annual Record Date: AUG 29, 2014 # Proposal Mgt Rec Vote Cast Sponsor 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2015. 3 APPROVAL OF, ON A NON-BINDING, For For Management ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 4 APPROVAL OF THE PARKER-HANNIFIN For For Management CORPORATION GLOBAL EMPLOYEE STOCK PURCHASE PLAN. 5 SHAREHOLDER PROPOSAL TO ADOPT A No For Management MAJORITY VOTE STANDARD IN THE ELECTION OF DIRECTORS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2015. 3 APPROVAL OF, ON A NON-BINDING, For For Management ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 4 APPROVAL OF THE PARKER-HANNIFIN For For Management CORPORATION GLOBAL EMPLOYEE STOCK PURCHASE PLAN. 5 SHAREHOLDER PROPOSAL TO ADOPT A No For Management MAJORITY VOTE STANDARD IN THE ELECTION OF DIRECTORS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2015. 3 APPROVAL OF, ON A NON-BINDING, For For Management ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 4 APPROVAL OF THE PARKER-HANNIFIN For For Management CORPORATION GLOBAL EMPLOYEE STOCK PURCHASE PLAN. 5 SHAREHOLDER PROPOSAL TO ADOPT A No For Management MAJORITY VOTE STANDARD IN THE ELECTION OF DIRECTORS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management -------------------------------------------------------------------------------- PATTERSON-UTI ENERGY, INC. Ticker: PTEN Security ID: 703481101 Meeting Date: JUN 04, 2015 Meeting Type: Annual Record Date: APR 07, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN ADVISORY RESOLUTION ON For No Management PATTERSON-UTI'S COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF PATTERSON-UTI FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN ADVISORY RESOLUTION ON For No Management PATTERSON-UTI'S COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF PATTERSON-UTI FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN ADVISORY RESOLUTION ON For No Management PATTERSON-UTI'S COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF PATTERSON-UTI FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN ADVISORY RESOLUTION ON For No Management PATTERSON-UTI'S COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF PATTERSON-UTI FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN ADVISORY RESOLUTION ON For No Management PATTERSON-UTI'S COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF PATTERSON-UTI FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN ADVISORY RESOLUTION ON For No Management PATTERSON-UTI'S COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF PATTERSON-UTI FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN ADVISORY RESOLUTION ON For No Management PATTERSON-UTI'S COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF PATTERSON-UTI FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN ADVISORY RESOLUTION ON For No Management PATTERSON-UTI'S COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF PATTERSON-UTI FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. -------------------------------------------------------------------------------- PEPSICO, INC. Ticker: PEP Security ID: 713448108 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: SHONA L. BROWN For For Management 1B. ELECTION OF DIRECTOR: GEORGE W. BUCKLEY For For Management 1C. ELECTION OF DIRECTOR: IAN M. COOK For For Management 1D. ELECTION OF DIRECTOR: DINA DUBLON For For Management 1E. ELECTION OF DIRECTOR: RONA A. FAIRHEAD For For Management 1F. ELECTION OF DIRECTOR: RICHARD W. FISHER For For Management 1G. ELECTION OF DIRECTOR: ALBERTO IBARGUEN For For Management 1H. ELECTION OF DIRECTOR: WILLIAM R. For For Management JOHNSON 1I. ELECTION OF DIRECTOR: INDRA K. NOOYI For For Management 1J. ELECTION OF DIRECTOR: DAVID C. PAGE For For Management 1K. ELECTION OF DIRECTOR: ROBERT C. POHLAD For For Management 1L. ELECTION OF DIRECTOR: LLOYD G. TROTTER For For Management 1M. ELECTION OF DIRECTOR: DANIEL VASELLA For For Management 1N. ELECTION OF DIRECTOR: ALBERTO WEISSER For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL YEAR 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ESTABLISH BOARD COMMITTEE ON No No Management SUSTAINABILITY. 5 POLICY REGARDING LIMIT ON ACCELERATED No For Management VESTING OF EQUITY AWARDS. 6 REPORT ON MINIMIZING IMPACTS OF No No Management NEONICS. 1A. ELECTION OF DIRECTOR: SHONA L. BROWN For For Management 1B. ELECTION OF DIRECTOR: GEORGE W. BUCKLEY For For Management 1C. ELECTION OF DIRECTOR: IAN M. COOK For For Management 1D. ELECTION OF DIRECTOR: DINA DUBLON For For Management 1E. ELECTION OF DIRECTOR: RONA A. FAIRHEAD For For Management 1F. ELECTION OF DIRECTOR: RICHARD W. FISHER For For Management 1G. ELECTION OF DIRECTOR: ALBERTO IBARGUEN For For Management 1H. ELECTION OF DIRECTOR: WILLIAM R. For For Management JOHNSON 1I. ELECTION OF DIRECTOR: INDRA K. NOOYI For For Management 1J. ELECTION OF DIRECTOR: DAVID C. PAGE For For Management 1K. ELECTION OF DIRECTOR: ROBERT C. POHLAD For For Management 1L. ELECTION OF DIRECTOR: LLOYD G. TROTTER For For Management 1M. ELECTION OF DIRECTOR: DANIEL VASELLA For For Management 1N. ELECTION OF DIRECTOR: ALBERTO WEISSER For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL YEAR 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ESTABLISH BOARD COMMITTEE ON No No Management SUSTAINABILITY. 5 POLICY REGARDING LIMIT ON ACCELERATED No For Management VESTING OF EQUITY AWARDS. 6 REPORT ON MINIMIZING IMPACTS OF No No Management NEONICS. 1A. ELECTION OF DIRECTOR: SHONA L. BROWN For For Management 1B. ELECTION OF DIRECTOR: GEORGE W. BUCKLEY For For Management 1C. ELECTION OF DIRECTOR: IAN M. COOK For For Management 1D. ELECTION OF DIRECTOR: DINA DUBLON For For Management 1E. ELECTION OF DIRECTOR: RONA A. FAIRHEAD For For Management 1F. ELECTION OF DIRECTOR: RICHARD W. FISHER For For Management 1G. ELECTION OF DIRECTOR: ALBERTO IBARGUEN For For Management 1H. ELECTION OF DIRECTOR: WILLIAM R. For For Management JOHNSON 1I. ELECTION OF DIRECTOR: INDRA K. NOOYI For For Management 1J. ELECTION OF DIRECTOR: DAVID C. PAGE For For Management 1K. ELECTION OF DIRECTOR: ROBERT C. POHLAD For For Management 1L. ELECTION OF DIRECTOR: LLOYD G. TROTTER For For Management 1M. ELECTION OF DIRECTOR: DANIEL VASELLA For For Management 1N. ELECTION OF DIRECTOR: ALBERTO WEISSER For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL YEAR 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ESTABLISH BOARD COMMITTEE ON No No Management SUSTAINABILITY. 5 POLICY REGARDING LIMIT ON ACCELERATED No For Management VESTING OF EQUITY AWARDS. 6 REPORT ON MINIMIZING IMPACTS OF No No Management NEONICS. 1A. ELECTION OF DIRECTOR: SHONA L. BROWN For For Management 1B. ELECTION OF DIRECTOR: GEORGE W. BUCKLEY For For Management 1C. ELECTION OF DIRECTOR: IAN M. COOK For For Management 1D. ELECTION OF DIRECTOR: DINA DUBLON For For Management 1E. ELECTION OF DIRECTOR: RONA A. FAIRHEAD For For Management 1F. ELECTION OF DIRECTOR: RICHARD W. FISHER For For Management 1G. ELECTION OF DIRECTOR: ALBERTO IBARGUEN For For Management 1H. ELECTION OF DIRECTOR: WILLIAM R. For For Management JOHNSON 1I. ELECTION OF DIRECTOR: INDRA K. NOOYI For For Management 1J. ELECTION OF DIRECTOR: DAVID C. PAGE For For Management 1K. ELECTION OF DIRECTOR: ROBERT C. POHLAD For For Management 1L. ELECTION OF DIRECTOR: LLOYD G. TROTTER For For Management 1M. ELECTION OF DIRECTOR: DANIEL VASELLA For For Management 1N. ELECTION OF DIRECTOR: ALBERTO WEISSER For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL YEAR 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ESTABLISH BOARD COMMITTEE ON No No Management SUSTAINABILITY. 5 POLICY REGARDING LIMIT ON ACCELERATED No For Management VESTING OF EQUITY AWARDS. 6 REPORT ON MINIMIZING IMPACTS OF No No Management NEONICS. 1A. ELECTION OF DIRECTOR: SHONA L. BROWN For For Management 1B. ELECTION OF DIRECTOR: GEORGE W. BUCKLEY For For Management 1C. ELECTION OF DIRECTOR: IAN M. COOK For For Management 1D. ELECTION OF DIRECTOR: DINA DUBLON For For Management 1E. ELECTION OF DIRECTOR: RONA A. FAIRHEAD For For Management 1F. ELECTION OF DIRECTOR: RICHARD W. FISHER For For Management 1G. ELECTION OF DIRECTOR: ALBERTO IBARGUEN For For Management 1H. ELECTION OF DIRECTOR: WILLIAM R. For For Management JOHNSON 1I. ELECTION OF DIRECTOR: INDRA K. NOOYI For For Management 1J. ELECTION OF DIRECTOR: DAVID C. PAGE For For Management 1K. ELECTION OF DIRECTOR: ROBERT C. POHLAD For For Management 1L. ELECTION OF DIRECTOR: LLOYD G. TROTTER For For Management 1M. ELECTION OF DIRECTOR: DANIEL VASELLA For For Management 1N. ELECTION OF DIRECTOR: ALBERTO WEISSER For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL YEAR 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ESTABLISH BOARD COMMITTEE ON No No Management SUSTAINABILITY. 5 POLICY REGARDING LIMIT ON ACCELERATED No For Management VESTING OF EQUITY AWARDS. 6 REPORT ON MINIMIZING IMPACTS OF No No Management NEONICS. 1A. ELECTION OF DIRECTOR: SHONA L. BROWN For For Management 1B. ELECTION OF DIRECTOR: GEORGE W. BUCKLEY For For Management 1C. ELECTION OF DIRECTOR: IAN M. COOK For For Management 1D. ELECTION OF DIRECTOR: DINA DUBLON For For Management 1E. ELECTION OF DIRECTOR: RONA A. FAIRHEAD For For Management 1F. ELECTION OF DIRECTOR: RICHARD W. FISHER For For Management 1G. ELECTION OF DIRECTOR: ALBERTO IBARGUEN For For Management 1H. ELECTION OF DIRECTOR: WILLIAM R. For For Management JOHNSON 1I. ELECTION OF DIRECTOR: INDRA K. NOOYI For For Management 1J. ELECTION OF DIRECTOR: DAVID C. PAGE For For Management 1K. ELECTION OF DIRECTOR: ROBERT C. POHLAD For For Management 1L. ELECTION OF DIRECTOR: LLOYD G. TROTTER For For Management 1M. ELECTION OF DIRECTOR: DANIEL VASELLA For For Management 1N. ELECTION OF DIRECTOR: ALBERTO WEISSER For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL YEAR 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ESTABLISH BOARD COMMITTEE ON No No Management SUSTAINABILITY. 5 POLICY REGARDING LIMIT ON ACCELERATED No For Management VESTING OF EQUITY AWARDS. 6 REPORT ON MINIMIZING IMPACTS OF No No Management NEONICS. -------------------------------------------------------------------------------- PFIZER INC. Ticker: PFE Security ID: 717081103 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: FEB 25, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: DENNIS A. For For Management AUSIELLO 1B. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1C. ELECTION OF DIRECTOR: FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: HELEN H. HOBBS For For Management 1E. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1F. ELECTION OF DIRECTOR: SHANTANU NARAYEN For For Management 1G. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1H. ELECTION OF DIRECTOR: IAN C. READ For For Management 1I. ELECTION OF DIRECTOR: STEPHEN W. SANGER For For Management 1J. ELECTION OF DIRECTOR: JAMES C. SMITH For For Management 1K. ELECTION OF DIRECTOR: MARC For For Management TESSIER-LAVIGNE 2 RATIFY THE SELECTION OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION 4 SHAREHOLDER PROPOSAL REGARDING REPORT No For Management ON LOBBYING ACTIVITIES 1A. ELECTION OF DIRECTOR: DENNIS A. For For Management AUSIELLO 1B. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1C. ELECTION OF DIRECTOR: FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: HELEN H. HOBBS For For Management 1E. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1F. ELECTION OF DIRECTOR: SHANTANU NARAYEN For For Management 1G. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1H. ELECTION OF DIRECTOR: IAN C. READ For For Management 1I. ELECTION OF DIRECTOR: STEPHEN W. SANGER For For Management 1J. ELECTION OF DIRECTOR: JAMES C. SMITH For For Management 1K. ELECTION OF DIRECTOR: MARC For For Management TESSIER-LAVIGNE 2 RATIFY THE SELECTION OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION 4 SHAREHOLDER PROPOSAL REGARDING REPORT No For Management ON LOBBYING ACTIVITIES 1A. ELECTION OF DIRECTOR: DENNIS A. For For Management AUSIELLO 1B. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1C. ELECTION OF DIRECTOR: FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: HELEN H. HOBBS For For Management 1E. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1F. ELECTION OF DIRECTOR: SHANTANU NARAYEN For For Management 1G. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1H. ELECTION OF DIRECTOR: IAN C. READ For For Management 1I. ELECTION OF DIRECTOR: STEPHEN W. SANGER For For Management 1J. ELECTION OF DIRECTOR: JAMES C. SMITH For For Management 1K. ELECTION OF DIRECTOR: MARC For For Management TESSIER-LAVIGNE 2 RATIFY THE SELECTION OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION 4 SHAREHOLDER PROPOSAL REGARDING REPORT No For Management ON LOBBYING ACTIVITIES 1A. ELECTION OF DIRECTOR: DENNIS A. For For Management AUSIELLO 1B. ELECTION OF DIRECTOR: W. DON CORNWELL For For Management 1C. ELECTION OF DIRECTOR: FRANCES D. For For Management FERGUSSON 1D. ELECTION OF DIRECTOR: HELEN H. HOBBS For For Management 1E. ELECTION OF DIRECTOR: JAMES M. KILTS For For Management 1F. ELECTION OF DIRECTOR: SHANTANU NARAYEN For For Management 1G. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1H. ELECTION OF DIRECTOR: IAN C. READ For For Management 1I. ELECTION OF DIRECTOR: STEPHEN W. SANGER For For Management 1J. ELECTION OF DIRECTOR: JAMES C. SMITH For For Management 1K. ELECTION OF DIRECTOR: MARC For For Management TESSIER-LAVIGNE 2 RATIFY THE SELECTION OF KPMG LLP AS For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION 4 SHAREHOLDER PROPOSAL REGARDING REPORT No For Management ON LOBBYING ACTIVITIES -------------------------------------------------------------------------------- PFIZER INC. Ticker: PFE Security ID: 717081103 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: FEB 25, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dennis A. Ausiello For For Management 1.2 Elect Director W. Don Cornwell For For Management 1.3 Elect Director Frances D. Fergusson For For Management 1.4 Elect Director Helen H. Hobbs For For Management 1.5 Elect Director James M. Kilts For For Management 1.6 Elect Director Shantanu Narayen For For Management 1.7 Elect Director Suzanne Nora Johnson For For Management 1.8 Elect Director Ian C. Read For Against Management 1.9 Elect Director Stephen W. Sanger For For Management 1.10 Elect Director James C. Smith For For Management 1.11 Elect Director Marc Tessier-Lavigne For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Review and Assess Membership of Against Against Shareholder Lobbying Organizations -------------------------------------------------------------------------------- PINNACLE WEST CAPITAL CORPORATION Ticker: PNW Security ID: 723484101 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 VOTE ON AN ADVISORY RESOLUTION TO For No Management APPROVE EXECUTIVE COMPENSATION AS DISCLOSED IN THE 2015 PROXY STATEMENT. 3 RATIFY THE APPOINTMENT OF THE For No Management COMPANY'S INDEPENDENT ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2015. 4 VOTE ON THE APPROVAL OF A SHAREHOLDER No For Management PROPOSAL REGARDING A LOBBYING REPORT, IF PROPERLY PRESENTED AT THE MEETING. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 VOTE ON AN ADVISORY RESOLUTION TO For No Management APPROVE EXECUTIVE COMPENSATION AS DISCLOSED IN THE 2015 PROXY STATEMENT. 3 RATIFY THE APPOINTMENT OF THE For No Management COMPANY'S INDEPENDENT ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2015. 4 VOTE ON THE APPROVAL OF A SHAREHOLDER No For Management PROPOSAL REGARDING A LOBBYING REPORT, IF PROPERLY PRESENTED AT THE MEETING. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 VOTE ON AN ADVISORY RESOLUTION TO For No Management APPROVE EXECUTIVE COMPENSATION AS DISCLOSED IN THE 2015 PROXY STATEMENT. 3 RATIFY THE APPOINTMENT OF THE For No Management COMPANY'S INDEPENDENT ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2015. 4 VOTE ON THE APPROVAL OF A SHAREHOLDER No For Management PROPOSAL REGARDING A LOBBYING REPORT, IF PROPERLY PRESENTED AT THE MEETING. -------------------------------------------------------------------------------- PIONEER NATURAL RESOURCES COMPANY Ticker: PXD Security ID: 723787107 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 26, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: EDISON C. For For Management BUCHANAN 1B. ELECTION OF DIRECTOR: ANDREW F. CATES For For Management 1C. ELECTION OF DIRECTOR: TIMOTHY L. DOVE For For Management 1D. ELECTION OF DIRECTOR: PHILLIP A. GOBE For For Management 1E. ELECTION OF DIRECTOR: LARRY R. GRILLOT For For Management 1F. ELECTION OF DIRECTOR: STACY P. METHVIN For For Management 1G. ELECTION OF DIRECTOR: ROYCE W. MITCHELL For For Management 1H. ELECTION OF DIRECTOR: FRANK A. RISCH For For Management 1I. ELECTION OF DIRECTOR: SCOTT D. For For Management SHEFFIELD 1J. ELECTION OF DIRECTOR: J. KENNETH For For Management THOMPSON 1K. ELECTION OF DIRECTOR: PHOEBE A. WOOD For For Management 2 RATIFICATION OF SELECTION OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL RELATING TO PROXY No For Management ACCESS 1A. ELECTION OF DIRECTOR: EDISON C. For For Management BUCHANAN 1B. ELECTION OF DIRECTOR: ANDREW F. CATES For For Management 1C. ELECTION OF DIRECTOR: TIMOTHY L. DOVE For For Management 1D. ELECTION OF DIRECTOR: PHILLIP A. GOBE For For Management 1E. ELECTION OF DIRECTOR: LARRY R. GRILLOT For For Management 1F. ELECTION OF DIRECTOR: STACY P. METHVIN For For Management 1G. ELECTION OF DIRECTOR: ROYCE W. MITCHELL For For Management 1H. ELECTION OF DIRECTOR: FRANK A. RISCH For For Management 1I. ELECTION OF DIRECTOR: SCOTT D. For For Management SHEFFIELD 1J. ELECTION OF DIRECTOR: J. KENNETH For For Management THOMPSON 1K. ELECTION OF DIRECTOR: PHOEBE A. WOOD For For Management 2 RATIFICATION OF SELECTION OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL RELATING TO PROXY No For Management ACCESS 1A. ELECTION OF DIRECTOR: EDISON C. For For Management BUCHANAN 1B. ELECTION OF DIRECTOR: ANDREW F. CATES For For Management 1C. ELECTION OF DIRECTOR: TIMOTHY L. DOVE For For Management 1D. ELECTION OF DIRECTOR: PHILLIP A. GOBE For For Management 1E. ELECTION OF DIRECTOR: LARRY R. GRILLOT For For Management 1F. ELECTION OF DIRECTOR: STACY P. METHVIN For For Management 1G. ELECTION OF DIRECTOR: ROYCE W. MITCHELL For For Management 1H. ELECTION OF DIRECTOR: FRANK A. RISCH For For Management 1I. ELECTION OF DIRECTOR: SCOTT D. For For Management SHEFFIELD 1J. ELECTION OF DIRECTOR: J. KENNETH For For Management THOMPSON 1K. ELECTION OF DIRECTOR: PHOEBE A. WOOD For For Management 2 RATIFICATION OF SELECTION OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management OFFICER COMPENSATION 4 STOCKHOLDER PROPOSAL RELATING TO PROXY No For Management ACCESS -------------------------------------------------------------------------------- PRAXAIR, INC. Ticker: PX Security ID: 74005P104 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: MAR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: STEPHEN F. ANGEL For For Management 1B. ELECTION OF DIRECTOR: OSCAR BERNARDES For No Management 1C. ELECTION OF DIRECTOR: NANCE K. DICCIANI For No Management 1D. ELECTION OF DIRECTOR: EDWARD G. GALANTE For No Management 1E. ELECTION OF DIRECTOR: IRA D. HALL For For Management 1F. ELECTION OF DIRECTOR: RAYMOND W. For For Management LEBOEUF 1G. ELECTION OF DIRECTOR: LARRY D. MCVAY For For Management 1H. ELECTION OF DIRECTOR: DENISE L. RAMOS For For Management 1I. ELECTION OF DIRECTOR: WAYNE T. SMITH For No Management 1J. ELECTION OF DIRECTOR: ROBERT L. WOOD For For Management 2 TO APPROVE, ON AN ADVISORY AND For No Management NON-BINDING BASIS, THE COMPENSATION OF PRAXAIR'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE 2015 PROXY STATEMENT 3 SHAREHOLDER PROPOSAL REGARDING AN No For Management INDEPENDENT BOARD CHAIRMAN 4 TO RATIFY THE APPOINTMENT OF THE For No Management INDEPENDENT AUDITOR -------------------------------------------------------------------------------- PRIVATEBANCORP, INC. Ticker: PVTB Security ID: 742962103 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY (NON-BINDING) VOTE TO APPROVE For For Management 2014 EXECUTIVE COMPENSATION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY (NON-BINDING) VOTE TO APPROVE For For Management 2014 EXECUTIVE COMPENSATION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY (NON-BINDING) VOTE TO APPROVE For For Management 2014 EXECUTIVE COMPENSATION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY (NON-BINDING) VOTE TO APPROVE For For Management 2014 EXECUTIVE COMPENSATION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY (NON-BINDING) VOTE TO APPROVE For For Management 2014 EXECUTIVE COMPENSATION. -------------------------------------------------------------------------------- PROLOGIS, INC. Ticker: PLD Security ID: 74340W103 Meeting Date: APR 29, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: HAMID R. MOGHADAM For For Management 1B. ELECTION OF DIRECTOR: GEORGE L. For For Management FOTIADES 1C. ELECTION OF DIRECTOR: CHRISTINE N. For For Management GARVEY 1D. ELECTION OF DIRECTOR: LYDIA H. KENNARD For For Management 1E. ELECTION OF DIRECTOR: J. MICHAEL LOSH For For Management 1F. ELECTION OF DIRECTOR: IRVING F. LYONS For For Management III 1G. ELECTION OF DIRECTOR: DAVID P. O'CONNOR For For Management 1H. ELECTION OF DIRECTOR: JEFFREY L. For For Management SKELTON 1I. ELECTION OF DIRECTOR: CARL B. WEBB For For Management 1J. ELECTION OF DIRECTOR: WILLIAM D. For For Management ZOLLARS 2 ADVISORY VOTE TO APPROVE THE COMPANY'S For No Management EXECUTIVE COMPENSATION FOR 2014 3 RATIFICATION OF THE APPOINTMENT OF For For Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: HAMID R. MOGHADAM For For Management 1B. ELECTION OF DIRECTOR: GEORGE L. For For Management FOTIADES 1C. ELECTION OF DIRECTOR: CHRISTINE N. For For Management GARVEY 1D. ELECTION OF DIRECTOR: LYDIA H. KENNARD For For Management 1E. ELECTION OF DIRECTOR: J. MICHAEL LOSH For For Management 1F. ELECTION OF DIRECTOR: IRVING F. LYONS For For Management III 1G. ELECTION OF DIRECTOR: DAVID P. O'CONNOR For For Management 1H. ELECTION OF DIRECTOR: JEFFREY L. For For Management SKELTON 1I. ELECTION OF DIRECTOR: CARL B. WEBB For For Management 1J. ELECTION OF DIRECTOR: WILLIAM D. For For Management ZOLLARS 2 ADVISORY VOTE TO APPROVE THE COMPANY'S For No Management EXECUTIVE COMPENSATION FOR 2014 3 RATIFICATION OF THE APPOINTMENT OF For For Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: HAMID R. MOGHADAM For For Management 1B. ELECTION OF DIRECTOR: GEORGE L. For For Management FOTIADES 1C. ELECTION OF DIRECTOR: CHRISTINE N. For For Management GARVEY 1D. ELECTION OF DIRECTOR: LYDIA H. KENNARD For For Management 1E. ELECTION OF DIRECTOR: J. MICHAEL LOSH For For Management 1F. ELECTION OF DIRECTOR: IRVING F. LYONS For For Management III 1G. ELECTION OF DIRECTOR: DAVID P. O'CONNOR For For Management 1H. ELECTION OF DIRECTOR: JEFFREY L. For For Management SKELTON 1I. ELECTION OF DIRECTOR: CARL B. WEBB For For Management 1J. ELECTION OF DIRECTOR: WILLIAM D. For For Management ZOLLARS 2 ADVISORY VOTE TO APPROVE THE COMPANY'S For No Management EXECUTIVE COMPENSATION FOR 2014 3 RATIFICATION OF THE APPOINTMENT OF For For Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR 2015 -------------------------------------------------------------------------------- PUBLIC SERVICE ENTERPRISE GROUP INC. Ticker: PEG Security ID: 744573106 Meeting Date: APR 21, 2015 Meeting Type: Annual Record Date: FEB 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 1A. ELECTION OF DIRECTOR: ALBERT R. For For Management GAMPER, JR. NOMINEE FOR TERM EXPIRING IN 2016 1B. ELECTION OF DIRECTOR: WILLIAM V. For For Management HICKEY NOMINEE FOR TERM EXPIRING IN 2016 1C. ELECTION OF DIRECTOR: RALPH IZZO For For Management NOMINEE FOR TERM EXPIRING IN 2016 1D. ELECTION OF DIRECTOR: SHIRLEY ANN For For Management JACKSON NOMINEE FOR TERM EXPIRING IN 2016 1E. ELECTION OF DIRECTOR: DAVID LILLEY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1F. ELECTION OF DIRECTOR: THOMAS A. RENYI For For Management NOMINEE FOR TERM EXPIRING IN 2016 1G. ELECTION OF DIRECTOR: HAK CHEOL SHIN For For Management NOMINEE FOR TERM EXPIRING IN 2016 1H. ELECTION OF DIRECTOR: RICHARD J. SWIFT For For Management NOMINEE FOR TERM EXPIRING IN 2016 1I. ELECTION OF DIRECTOR: SUSAN TOMASKY For For Management NOMINEE FOR TERM EXPIRING IN 2016 1J. ELECTION OF DIRECTOR: ALFRED W. ZOLLAR For For Management NOMINEE FOR TERM EXPIRING IN 2016 2 ADVISORY VOTE ON THE APPROVAL OF For For Management EXECUTIVE COMPENSATION 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2015 -------------------------------------------------------------------------------- PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED Ticker: PEG Security ID: 744573106 Meeting Date: APR 21, 2015 Meeting Type: Annual Record Date: FEB 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Albert R. Gamper, Jr. For For Management 1.2 Elect Director William V. Hickey For For Management 1.3 Elect Director Ralph Izzo For Against Management 1.4 Elect Director Shirley Ann Jackson For For Management 1.5 Elect Director David Lilley For For Management 1.6 Elect Director Thomas A. Renyi For For Management 1.7 Elect Director Hak Cheol (H.C) Shin For For Management 1.8 Elect Director Richard J. Swift For For Management 1.9 Elect Director Susan Tomasky For For Management 1.10 Elect Director Alfred W. Zollar For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- QUALCOMM INCORPORATED Ticker: QCOM Security ID: 747525103 Meeting Date: MAR 09, 2015 Meeting Type: Annual Record Date: JAN 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: BARBARA T. For For Management ALEXANDER 1B. ELECTION OF DIRECTOR: DONALD G. For For Management CRUICKSHANK 1C. ELECTION OF DIRECTOR: RAYMOND V. For For Management DITTAMORE 1D. ELECTION OF DIRECTOR: SUSAN HOCKFIELD For For Management 1E. ELECTION OF DIRECTOR: THOMAS W. HORTON For For Management 1F. ELECTION OF DIRECTOR: PAUL E. JACOBS For For Management 1G. ELECTION OF DIRECTOR: SHERRY LANSING For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: STEVEN M. For For Management MOLLENKOPF 1J. ELECTION OF DIRECTOR: DUANE A. NELLES For For Management 1K. ELECTION OF DIRECTOR: CLARK T. RANDT, For For Management JR. 1L. ELECTION OF DIRECTOR: FRANCISCO ROS For For Management 1M. ELECTION OF DIRECTOR: JONATHAN J. For For Management RUBINSTEIN 1N. ELECTION OF DIRECTOR: BRENT SCOWCROFT For For Management 1O. ELECTION OF DIRECTOR: MARC I. STERN For For Management 2 TO RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTANTS FOR OUR FISCAL YEAR ENDING SEPTEMBER 27, 2015. 3 TO APPROVE AN AMENDMENT TO THE 2001 For For Management EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE SHARE RESERVE BY 25,000,000 SHARES. 4 ADVISORY VOTE TO APPROVE OUR EXECUTIVE For For Management COMPENSATION. 1A. ELECTION OF DIRECTOR: BARBARA T. For For Management ALEXANDER 1B. ELECTION OF DIRECTOR: DONALD G. For For Management CRUICKSHANK 1C. ELECTION OF DIRECTOR: RAYMOND V. For For Management DITTAMORE 1D. ELECTION OF DIRECTOR: SUSAN HOCKFIELD For For Management 1E. ELECTION OF DIRECTOR: THOMAS W. HORTON For For Management 1F. ELECTION OF DIRECTOR: PAUL E. JACOBS For For Management 1G. ELECTION OF DIRECTOR: SHERRY LANSING For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: STEVEN M. For For Management MOLLENKOPF 1J. ELECTION OF DIRECTOR: DUANE A. NELLES For For Management 1K. ELECTION OF DIRECTOR: CLARK T. RANDT, For For Management JR. 1L. ELECTION OF DIRECTOR: FRANCISCO ROS For For Management 1M. ELECTION OF DIRECTOR: JONATHAN J. For For Management RUBINSTEIN 1N. ELECTION OF DIRECTOR: BRENT SCOWCROFT For For Management 1O. ELECTION OF DIRECTOR: MARC I. STERN For For Management 2 TO RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTANTS FOR OUR FISCAL YEAR ENDING SEPTEMBER 27, 2015. 3 TO APPROVE AN AMENDMENT TO THE 2001 For For Management EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE SHARE RESERVE BY 25,000,000 SHARES. 4 ADVISORY VOTE TO APPROVE OUR EXECUTIVE For For Management COMPENSATION. 1A. ELECTION OF DIRECTOR: BARBARA T. For For Management ALEXANDER 1B. ELECTION OF DIRECTOR: DONALD G. For For Management CRUICKSHANK 1C. ELECTION OF DIRECTOR: RAYMOND V. For For Management DITTAMORE 1D. ELECTION OF DIRECTOR: SUSAN HOCKFIELD For For Management 1E. ELECTION OF DIRECTOR: THOMAS W. HORTON For For Management 1F. ELECTION OF DIRECTOR: PAUL E. JACOBS For For Management 1G. ELECTION OF DIRECTOR: SHERRY LANSING For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: STEVEN M. For For Management MOLLENKOPF 1J. ELECTION OF DIRECTOR: DUANE A. NELLES For For Management 1K. ELECTION OF DIRECTOR: CLARK T. RANDT, For For Management JR. 1L. ELECTION OF DIRECTOR: FRANCISCO ROS For For Management 1M. ELECTION OF DIRECTOR: JONATHAN J. For For Management RUBINSTEIN 1N. ELECTION OF DIRECTOR: BRENT SCOWCROFT For For Management 1O. ELECTION OF DIRECTOR: MARC I. STERN For For Management 2 TO RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTANTS FOR OUR FISCAL YEAR ENDING SEPTEMBER 27, 2015. 3 TO APPROVE AN AMENDMENT TO THE 2001 For For Management EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE SHARE RESERVE BY 25,000,000 SHARES. 4 ADVISORY VOTE TO APPROVE OUR EXECUTIVE For For Management COMPENSATION. 1A. ELECTION OF DIRECTOR: BARBARA T. For For Management ALEXANDER 1B. ELECTION OF DIRECTOR: DONALD G. For For Management CRUICKSHANK 1C. ELECTION OF DIRECTOR: RAYMOND V. For For Management DITTAMORE 1D. ELECTION OF DIRECTOR: SUSAN HOCKFIELD For For Management 1E. ELECTION OF DIRECTOR: THOMAS W. HORTON For For Management 1F. ELECTION OF DIRECTOR: PAUL E. JACOBS For For Management 1G. ELECTION OF DIRECTOR: SHERRY LANSING For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: STEVEN M. For For Management MOLLENKOPF 1J. ELECTION OF DIRECTOR: DUANE A. NELLES For For Management 1K. ELECTION OF DIRECTOR: CLARK T. RANDT, For For Management JR. 1L. ELECTION OF DIRECTOR: FRANCISCO ROS For For Management 1M. ELECTION OF DIRECTOR: JONATHAN J. For For Management RUBINSTEIN 1N. ELECTION OF DIRECTOR: BRENT SCOWCROFT For For Management 1O. ELECTION OF DIRECTOR: MARC I. STERN For For Management 2 TO RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTANTS FOR OUR FISCAL YEAR ENDING SEPTEMBER 27, 2015. 3 TO APPROVE AN AMENDMENT TO THE 2001 For For Management EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE SHARE RESERVE BY 25,000,000 SHARES. 4 ADVISORY VOTE TO APPROVE OUR EXECUTIVE For For Management COMPENSATION. 1A. ELECTION OF DIRECTOR: BARBARA T. For For Management ALEXANDER 1B. ELECTION OF DIRECTOR: DONALD G. For For Management CRUICKSHANK 1C. ELECTION OF DIRECTOR: RAYMOND V. For For Management DITTAMORE 1D. ELECTION OF DIRECTOR: SUSAN HOCKFIELD For For Management 1E. ELECTION OF DIRECTOR: THOMAS W. HORTON For For Management 1F. ELECTION OF DIRECTOR: PAUL E. JACOBS For For Management 1G. ELECTION OF DIRECTOR: SHERRY LANSING For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: STEVEN M. For For Management MOLLENKOPF 1J. ELECTION OF DIRECTOR: DUANE A. NELLES For For Management 1K. ELECTION OF DIRECTOR: CLARK T. RANDT, For For Management JR. 1L. ELECTION OF DIRECTOR: FRANCISCO ROS For For Management 1M. ELECTION OF DIRECTOR: JONATHAN J. For For Management RUBINSTEIN 1N. ELECTION OF DIRECTOR: BRENT SCOWCROFT For For Management 1O. ELECTION OF DIRECTOR: MARC I. STERN For For Management 2 TO RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTANTS FOR OUR FISCAL YEAR ENDING SEPTEMBER 27, 2015. 3 TO APPROVE AN AMENDMENT TO THE 2001 For For Management EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE SHARE RESERVE BY 25,000,000 SHARES. 4 ADVISORY VOTE TO APPROVE OUR EXECUTIVE For For Management COMPENSATION. 1A. ELECTION OF DIRECTOR: BARBARA T. For For Management ALEXANDER 1B. ELECTION OF DIRECTOR: DONALD G. For For Management CRUICKSHANK 1C. ELECTION OF DIRECTOR: RAYMOND V. For For Management DITTAMORE 1D. ELECTION OF DIRECTOR: SUSAN HOCKFIELD For For Management 1E. ELECTION OF DIRECTOR: THOMAS W. HORTON For For Management 1F. ELECTION OF DIRECTOR: PAUL E. JACOBS For For Management 1G. ELECTION OF DIRECTOR: SHERRY LANSING For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: STEVEN M. For For Management MOLLENKOPF 1J. ELECTION OF DIRECTOR: DUANE A. NELLES For For Management 1K. ELECTION OF DIRECTOR: CLARK T. RANDT, For For Management JR. 1L. ELECTION OF DIRECTOR: FRANCISCO ROS For For Management 1M. ELECTION OF DIRECTOR: JONATHAN J. For For Management RUBINSTEIN 1N. ELECTION OF DIRECTOR: BRENT SCOWCROFT For For Management 1O. ELECTION OF DIRECTOR: MARC I. STERN For For Management 2 TO RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTANTS FOR OUR FISCAL YEAR ENDING SEPTEMBER 27, 2015. 3 TO APPROVE AN AMENDMENT TO THE 2001 For For Management EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE SHARE RESERVE BY 25,000,000 SHARES. 4 ADVISORY VOTE TO APPROVE OUR EXECUTIVE For For Management COMPENSATION. 1A. ELECTION OF DIRECTOR: BARBARA T. For For Management ALEXANDER 1B. ELECTION OF DIRECTOR: DONALD G. For For Management CRUICKSHANK 1C. ELECTION OF DIRECTOR: RAYMOND V. For For Management DITTAMORE 1D. ELECTION OF DIRECTOR: SUSAN HOCKFIELD For For Management 1E. ELECTION OF DIRECTOR: THOMAS W. HORTON For For Management 1F. ELECTION OF DIRECTOR: PAUL E. JACOBS For For Management 1G. ELECTION OF DIRECTOR: SHERRY LANSING For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: STEVEN M. For For Management MOLLENKOPF 1J. ELECTION OF DIRECTOR: DUANE A. NELLES For For Management 1K. ELECTION OF DIRECTOR: CLARK T. RANDT, For For Management JR. 1L. ELECTION OF DIRECTOR: FRANCISCO ROS For For Management 1M. ELECTION OF DIRECTOR: JONATHAN J. For For Management RUBINSTEIN 1N. ELECTION OF DIRECTOR: BRENT SCOWCROFT For For Management 1O. ELECTION OF DIRECTOR: MARC I. STERN For For Management 2 TO RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTANTS FOR OUR FISCAL YEAR ENDING SEPTEMBER 27, 2015. 3 TO APPROVE AN AMENDMENT TO THE 2001 For For Management EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE SHARE RESERVE BY 25,000,000 SHARES. 4 ADVISORY VOTE TO APPROVE OUR EXECUTIVE For For Management COMPENSATION. -------------------------------------------------------------------------------- QUALCOMM INCORPORATED Ticker: QCOM Security ID: 747525103 Meeting Date: MAR 09, 2015 Meeting Type: Annual Record Date: JAN 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: BARBARA T. For For Management ALEXANDER 1B. ELECTION OF DIRECTOR: DONALD G. For For Management CRUICKSHANK 1C. ELECTION OF DIRECTOR: RAYMOND V. For For Management DITTAMORE 1D. ELECTION OF DIRECTOR: SUSAN HOCKFIELD For For Management 1E. ELECTION OF DIRECTOR: THOMAS W. HORTON For For Management 1F. ELECTION OF DIRECTOR: PAUL E. JACOBS For For Management 1G. ELECTION OF DIRECTOR: SHERRY LANSING For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: STEVEN M. For For Management MOLLENKOPF 1J. ELECTION OF DIRECTOR: DUANE A. NELLES For For Management 1K. ELECTION OF DIRECTOR: CLARK T. RANDT, For For Management JR. 1L. ELECTION OF DIRECTOR: FRANCISCO ROS For For Management 1M. ELECTION OF DIRECTOR: JONATHAN J. For For Management RUBINSTEIN 1N. ELECTION OF DIRECTOR: BRENT SCOWCROFT For For Management 1O. ELECTION OF DIRECTOR: MARC I. STERN For For Management 2. TO RATIFY THE SELECTION OF For For Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTANTS FOR OUR FISCAL YEAR ENDING SEPTEMBER 27, 2015. 3. TO APPROVE AN AMENDMENT TO THE 2001 For For Management EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE SHARE RESERVE BY 25,000,000 SHARES. 4. ADVISORY VOTE TO APPROVE OUR EXECUTIVE For For Management COMPENSATION. -------------------------------------------------------------------------------- QUANTA SERVICES, INC. Ticker: PWR Security ID: 74762E102 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James R. Ball For For Management 1.2 Elect Director J. Michal Conaway For For Management 1.3 Elect Director Vincent D. Foster For For Management 1.4 Elect Director Bernard Fried For For Management 1.5 Elect Director Louis C. Golm For For Management 1.6 Elect Director Worthing F. Jackman For For Management 1.7 Elect Director James F. O'Neil, III For For Management 1.8 Elect Director Bruce Ranck For For Management 1.9 Elect Director Margaret B. Shannon For For Management 1.10 Elect Director Pat Wood, III For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- QUIKSILVER, INC. Ticker: ZQK Security ID: 74838C106 Meeting Date: MAR 17, 2015 Meeting Type: Annual Record Date: JAN 30, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management -------------------------------------------------------------------------------- RED ELECTRICA CORPORACION, SA, ALCOBANDAS Ticker: Security ID: E42807102 Meeting Date: APR 15, 2015 Meeting Type: Ordinary General Meeting Record Date: APR 08, 2015 # Proposal Mgt Rec Vote Cast Sponsor 10.1 AUTHORISATION FOR THE DERIVATIVE For For Management ACQUISITION OF OWN SHARES BY THE COMPANY OR RED ELECTRICA GROUP COMPANIES, INCLUDING THEIR DIRECTLY DELIVERY TO EMPLOYEES, MANAGERS AND EXECUTIVE DIRECTORS OF THE COMPANY AND RED ELECTRICA GROUP COMPANIES IN SPAIN, AS REMU 10.2 APPROVAL OF A STOCK OPTION PLAN FOR For For Management EMPLOYEES, EXECUTIVE DIRECTORS AND MANAGERS OF THE COMPANY AND RED ELECTRICA GROUP COMPANIES IN SPAIN 10.3 REVOCATION OF PRIOR AUTHORISATIONS For For Management 11.1 APPROVAL OF A DIRECTORS' REMUNERATION For For Management POLICY FOR RED ELECTRICA CORPORACION, S.A 11.2 APPROVAL OF REMUNERATION FOR THE BOARD For For Management OF DIRECTORS OF RED ELECTRICA CORPORACION, S.A. FOR 2015 11.3 APPROVAL OF THE ANNUAL REPORT ON For For Management DIRECTORS' REMUNERATION FOR RED ELECTRICA CORPORACION, S.A 12 DELEGATION FOR THE FULL EXECUTION OF For For Management THE RESOLUTIONS ADOPTED AT THE GENERAL SHAREHOLDERS MEETING 13 INFORMATION TO THE GENERAL M Note Non Management SHAREHOLDERS MEETING ON THE 2014 Votable ANNUAL CORPORATE GOVERNANCE REPORT OF RED ELECTRICA CORPORACION, S.A CMMT 27 MAR 2015: DELETION OF COMMENT. M Take No Management Action CMMT 27 MAR 2015: DELETION OF COMMENT. M Take No Management Action 9 TO DELEGATE IN FAVOUR OF THE BOARD OF For For Management DIRECTORS, FOR A FIVE (5) YEAR TERM AND FOR AN OVERALL LIMIT OF FIVE THOUSAND MILLION (5,000,000,000) EUROS, THE RIGHT TO ISSUE, ONCE OR SEVERAL TIMES, DIRECTLY OR THROUGH RED ELECTRICA GROUP COMPANIES, BONDS AND OTHE 1 EXAMINATION AND APPROVAL, AS THE CASE For For Management MAY BE, OF THE FINANCIAL STATEMENTS (BALANCE SHEET, INCOME STATEMENT, STATEMENT OF CHANGES IN TOTAL EQUITY, STATEMENT OF RECOGNIZED INCOME AND EXPENSE, CASH FLOW STATEMENT, AND NOTES TO FINANCIAL STATEMENTS) AND THE M 2 EXAMINATION AND APPROVAL, AS THE CASE For For Management MAY BE, OF THE CONSOLIDATED FINANCIAL STATEMENTS (CONSOLIDATED STATEMENT OF FINANCIAL POSITION, CONSOLIDATED INCOME STATEMENT, CONSOLIDATED OVERALL INCOME STATEMENT, CONSOLIDATED STATEMENT OF CHANGES IN EQUITY, CONSOL 3 EXAMINATION AND APPROVAL, AS THE CASE For For Management MAY BE, OF THE APPLICATION OF THE RESULT OF RED ELECTRICA CORPORACION, S. A., FOR THE YEAR ENDED 31 DECEMBER 2014 4 EXAMINATION AND APPROVAL, AS THE CASE For For Management MAY BE, OF MANAGEMENT BY THE BOARD OF DIRECTORS OF RED ELECTRICA CORPORACION, S.A., IN 2014 5.1 RATIFICATION AND APPOINTMENT OF MR. For No Management SANTIAGO LANZUELA MARINA AS PROPRIETARY DIRECTOR 5.2 RATIFICATION AND APPOINTMENT OF MR. For For Management JOSE LUIS FEITO HIGUERUELA AS INDEPENDENT DIRECTOR 6.1 AMENDMENT OF THE COMPANY BY-LAWS IN For For Management ORDER TO ADJUST TO THE LATEST LEGISLATIVE REFORMS INTRODUCED BY ACT 31/2014, OF 3 DECEMBER, AMENDING THE SPANISH COMPANIES ACT TO IMPROVE CORPORATE GOVERNANCE, AND OTHER STYLISTIC AND STRUCTURAL CHANGES TO CLARIFY THE W 6.2 AMENDMENT OF THE COMPANY BY-LAWS IN For For Management ORDER TO ADJUST TO THE LATEST LEGISLATIVE REFORMS INTRODUCED BY ACT 31/2014, OF 3 DECEMBER, AMENDING THE SPANISH COMPANIES ACT TO IMPROVE CORPORATE GOVERNANCE, AND OTHER STYLISTIC AND STRUCTURAL CHANGES TO CLARIFY THE W 6.3 AMENDMENT OF THE COMPANY BY-LAWS IN For For Management ORDER TO ADJUST TO THE LATEST LEGISLATIVE REFORMS INTRODUCED BY ACT 31/2014, OF 3 DECEMBER, AMENDING THE SPANISH COMPANIES ACT TO IMPROVE CORPORATE GOVERNANCE, AND OTHER STYLISTIC AND STRUCTURAL CHANGES TO CLARIFY THE W 7 AMENDMENT OF THE REGULATIONS OF THE For For Management GENERAL SHAREHOLDERS' MEETING IN ORDER TO ADJUST TO THE LATEST LEGISLATIVE REFORMS INTRODUCED BY ACT 31/2014, OF 3 DECEMBER, AMENDING THE SPANISH COMPANIES ACT TO IMPROVE CORPORATE GOVERNANCE, AND OTHER STYLISTIC OR STR 8 TO DELEGATE IN FAVOUR OF THE BOARD OF For For Management DIRECTORS, FOR A FIVE (5) YEAR TERM, THE RIGHT TO INCREASE THE CAPITAL STOCK AT ANY TIME, ONCE OR SEVERAL TIMES, UP TO A MAXIMUM OF ONE HUNDRED AND THIRTY-FIVE MILLION TWO HUNDRED AND SEVENTY THOUSAND (135,270,000) EU -------------------------------------------------------------------------------- REGAL-BELOIT CORPORATION Ticker: RBC Security ID: 758750103 Meeting Date: APR 27, 2015 Meeting Type: Annual Record Date: MAR 04, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: STEPHEN M. BURT For For Management 1B. ELECTION OF DIRECTOR: ANESA CHAIBI For For Management 1C. ELECTION OF DIRECTOR: DEAN A. FOATE For For Management 1D. ELECTION OF DIRECTOR: HENRY W. KNUEPPEL For For Management 2 TO APPROVE AN AMENDMENT AND For For Management RESTATEMENT OF THE COMPANY'S ARTICLES OF INCORPORATION TO DECLASSIFY THE COMPANY'S BOARD OF DIRECTORS. 3 TO APPROVE AN AMENDMENT AND For For Management RESTATEMENT OF THE COMPANY'S ARTICLES OF INCORPORATION TO REMOVE THE HYPHEN FROM THE COMPANY'S LEGAL NAME. 4 ADVISORY VOTE ON THE COMPENSATION OF For For Management THE COMPANY'S NAMED EXECUTIVE OFFICERS. 5 TO RATIFY THE SELECTION OF DELOITTE & For No Management TOUCHE LLP AS THE INDEPENDENT AUDITORS FOR THE COMPANY FOR THE YEAR ENDING JANUARY 2, 2016. 1A. ELECTION OF DIRECTOR: STEPHEN M. BURT For For Management 1B. ELECTION OF DIRECTOR: ANESA CHAIBI For For Management 1C. ELECTION OF DIRECTOR: DEAN A. FOATE For For Management 1D. ELECTION OF DIRECTOR: HENRY W. KNUEPPEL For For Management 2 TO APPROVE AN AMENDMENT AND For For Management RESTATEMENT OF THE COMPANY'S ARTICLES OF INCORPORATION TO DECLASSIFY THE COMPANY'S BOARD OF DIRECTORS. 3 TO APPROVE AN AMENDMENT AND For For Management RESTATEMENT OF THE COMPANY'S ARTICLES OF INCORPORATION TO REMOVE THE HYPHEN FROM THE COMPANY'S LEGAL NAME. 4 ADVISORY VOTE ON THE COMPENSATION OF For For Management THE COMPANY'S NAMED EXECUTIVE OFFICERS. 5 TO RATIFY THE SELECTION OF DELOITTE & For No Management TOUCHE LLP AS THE INDEPENDENT AUDITORS FOR THE COMPANY FOR THE YEAR ENDING JANUARY 2, 2016. 1A. ELECTION OF DIRECTOR: STEPHEN M. BURT For For Management 1B. ELECTION OF DIRECTOR: ANESA CHAIBI For For Management 1C. ELECTION OF DIRECTOR: DEAN A. FOATE For For Management 1D. ELECTION OF DIRECTOR: HENRY W. KNUEPPEL For For Management 2 TO APPROVE AN AMENDMENT AND For For Management RESTATEMENT OF THE COMPANY'S ARTICLES OF INCORPORATION TO DECLASSIFY THE COMPANY'S BOARD OF DIRECTORS. 3 TO APPROVE AN AMENDMENT AND For For Management RESTATEMENT OF THE COMPANY'S ARTICLES OF INCORPORATION TO REMOVE THE HYPHEN FROM THE COMPANY'S LEGAL NAME. 4 ADVISORY VOTE ON THE COMPENSATION OF For For Management THE COMPANY'S NAMED EXECUTIVE OFFICERS. 5 TO RATIFY THE SELECTION OF DELOITTE & For No Management TOUCHE LLP AS THE INDEPENDENT AUDITORS FOR THE COMPANY FOR THE YEAR ENDING JANUARY 2, 2016. 1A. ELECTION OF DIRECTOR: STEPHEN M. BURT For For Management 1B. ELECTION OF DIRECTOR: ANESA CHAIBI For For Management 1C. ELECTION OF DIRECTOR: DEAN A. FOATE For For Management 1D. ELECTION OF DIRECTOR: HENRY W. KNUEPPEL For For Management 2 TO APPROVE AN AMENDMENT AND For For Management RESTATEMENT OF THE COMPANY'S ARTICLES OF INCORPORATION TO DECLASSIFY THE COMPANY'S BOARD OF DIRECTORS. 3 TO APPROVE AN AMENDMENT AND For For Management RESTATEMENT OF THE COMPANY'S ARTICLES OF INCORPORATION TO REMOVE THE HYPHEN FROM THE COMPANY'S LEGAL NAME. 4 ADVISORY VOTE ON THE COMPENSATION OF For For Management THE COMPANY'S NAMED EXECUTIVE OFFICERS. 5 TO RATIFY THE SELECTION OF DELOITTE & For No Management TOUCHE LLP AS THE INDEPENDENT AUDITORS FOR THE COMPANY FOR THE YEAR ENDING JANUARY 2, 2016. 1A. ELECTION OF DIRECTOR: STEPHEN M. BURT For For Management 1B. ELECTION OF DIRECTOR: ANESA CHAIBI For For Management 1C. ELECTION OF DIRECTOR: DEAN A. FOATE For For Management 1D. ELECTION OF DIRECTOR: HENRY W. KNUEPPEL For For Management 2 TO APPROVE AN AMENDMENT AND For For Management RESTATEMENT OF THE COMPANY'S ARTICLES OF INCORPORATION TO DECLASSIFY THE COMPANY'S BOARD OF DIRECTORS. 3 TO APPROVE AN AMENDMENT AND For For Management RESTATEMENT OF THE COMPANY'S ARTICLES OF INCORPORATION TO REMOVE THE HYPHEN FROM THE COMPANY'S LEGAL NAME. 4 ADVISORY VOTE ON THE COMPENSATION OF For For Management THE COMPANY'S NAMED EXECUTIVE OFFICERS. 5 TO RATIFY THE SELECTION OF DELOITTE & For No Management TOUCHE LLP AS THE INDEPENDENT AUDITORS FOR THE COMPANY FOR THE YEAR ENDING JANUARY 2, 2016. 1A. ELECTION OF DIRECTOR: STEPHEN M. BURT For For Management 1B. ELECTION OF DIRECTOR: ANESA CHAIBI For For Management 1C. ELECTION OF DIRECTOR: DEAN A. FOATE For For Management 1D. ELECTION OF DIRECTOR: HENRY W. KNUEPPEL For For Management 2 TO APPROVE AN AMENDMENT AND For For Management RESTATEMENT OF THE COMPANY'S ARTICLES OF INCORPORATION TO DECLASSIFY THE COMPANY'S BOARD OF DIRECTORS. 3 TO APPROVE AN AMENDMENT AND For For Management RESTATEMENT OF THE COMPANY'S ARTICLES OF INCORPORATION TO REMOVE THE HYPHEN FROM THE COMPANY'S LEGAL NAME. 4 ADVISORY VOTE ON THE COMPENSATION OF For For Management THE COMPANY'S NAMED EXECUTIVE OFFICERS. 5 TO RATIFY THE SELECTION OF DELOITTE & For No Management TOUCHE LLP AS THE INDEPENDENT AUDITORS FOR THE COMPANY FOR THE YEAR ENDING JANUARY 2, 2016. 1A. ELECTION OF DIRECTOR: STEPHEN M. BURT For For Management 1B. ELECTION OF DIRECTOR: ANESA CHAIBI For For Management 1C. ELECTION OF DIRECTOR: DEAN A. FOATE For For Management 1D. ELECTION OF DIRECTOR: HENRY W. KNUEPPEL For For Management 2 TO APPROVE AN AMENDMENT AND For For Management RESTATEMENT OF THE COMPANY'S ARTICLES OF INCORPORATION TO DECLASSIFY THE COMPANY'S BOARD OF DIRECTORS. 3 TO APPROVE AN AMENDMENT AND For For Management RESTATEMENT OF THE COMPANY'S ARTICLES OF INCORPORATION TO REMOVE THE HYPHEN FROM THE COMPANY'S LEGAL NAME. 4 ADVISORY VOTE ON THE COMPENSATION OF For For Management THE COMPANY'S NAMED EXECUTIVE OFFICERS. 5 TO RATIFY THE SELECTION OF DELOITTE & For No Management TOUCHE LLP AS THE INDEPENDENT AUDITORS FOR THE COMPANY FOR THE YEAR ENDING JANUARY 2, 2016. 1A. ELECTION OF DIRECTOR: STEPHEN M. BURT For For Management 1B. ELECTION OF DIRECTOR: ANESA CHAIBI For For Management 1C. ELECTION OF DIRECTOR: DEAN A. FOATE For For Management 1D. ELECTION OF DIRECTOR: HENRY W. KNUEPPEL For For Management 2 TO APPROVE AN AMENDMENT AND For For Management RESTATEMENT OF THE COMPANY'S ARTICLES OF INCORPORATION TO DECLASSIFY THE COMPANY'S BOARD OF DIRECTORS. 3 TO APPROVE AN AMENDMENT AND For For Management RESTATEMENT OF THE COMPANY'S ARTICLES OF INCORPORATION TO REMOVE THE HYPHEN FROM THE COMPANY'S LEGAL NAME. 4 ADVISORY VOTE ON THE COMPENSATION OF For For Management THE COMPANY'S NAMED EXECUTIVE OFFICERS. 5 TO RATIFY THE SELECTION OF DELOITTE & For No Management TOUCHE LLP AS THE INDEPENDENT AUDITORS FOR THE COMPANY FOR THE YEAR ENDING JANUARY 2, 2016. 1A. ELECTION OF DIRECTOR: STEPHEN M. BURT For For Management 1B. ELECTION OF DIRECTOR: ANESA CHAIBI For For Management 1C. ELECTION OF DIRECTOR: DEAN A. FOATE For For Management 1D. ELECTION OF DIRECTOR: HENRY W. KNUEPPEL For For Management 2 TO APPROVE AN AMENDMENT AND For For Management RESTATEMENT OF THE COMPANY'S ARTICLES OF INCORPORATION TO DECLASSIFY THE COMPANY'S BOARD OF DIRECTORS. 3 TO APPROVE AN AMENDMENT AND For For Management RESTATEMENT OF THE COMPANY'S ARTICLES OF INCORPORATION TO REMOVE THE HYPHEN FROM THE COMPANY'S LEGAL NAME. 4 ADVISORY VOTE ON THE COMPENSATION OF For For Management THE COMPANY'S NAMED EXECUTIVE OFFICERS. 5 TO RATIFY THE SELECTION OF DELOITTE & For No Management TOUCHE LLP AS THE INDEPENDENT AUDITORS FOR THE COMPANY FOR THE YEAR ENDING JANUARY 2, 2016. 1A. ELECTION OF DIRECTOR: STEPHEN M. BURT For For Management 1B. ELECTION OF DIRECTOR: ANESA CHAIBI For For Management 1C. ELECTION OF DIRECTOR: DEAN A. FOATE For For Management 1D. ELECTION OF DIRECTOR: HENRY W. KNUEPPEL For For Management 2 TO APPROVE AN AMENDMENT AND For For Management RESTATEMENT OF THE COMPANY'S ARTICLES OF INCORPORATION TO DECLASSIFY THE COMPANY'S BOARD OF DIRECTORS. 3 TO APPROVE AN AMENDMENT AND For For Management RESTATEMENT OF THE COMPANY'S ARTICLES OF INCORPORATION TO REMOVE THE HYPHEN FROM THE COMPANY'S LEGAL NAME. 4 ADVISORY VOTE ON THE COMPENSATION OF For For Management THE COMPANY'S NAMED EXECUTIVE OFFICERS. 5 TO RATIFY THE SELECTION OF DELOITTE & For No Management TOUCHE LLP AS THE INDEPENDENT AUDITORS FOR THE COMPANY FOR THE YEAR ENDING JANUARY 2, 2016. 1A. ELECTION OF DIRECTOR: STEPHEN M. BURT For For Management 1B. ELECTION OF DIRECTOR: ANESA CHAIBI For For Management 1C. ELECTION OF DIRECTOR: DEAN A. FOATE For For Management 1D. ELECTION OF DIRECTOR: HENRY W. KNUEPPEL For For Management 2 TO APPROVE AN AMENDMENT AND For For Management RESTATEMENT OF THE COMPANY'S ARTICLES OF INCORPORATION TO DECLASSIFY THE COMPANY'S BOARD OF DIRECTORS. 3 TO APPROVE AN AMENDMENT AND For For Management RESTATEMENT OF THE COMPANY'S ARTICLES OF INCORPORATION TO REMOVE THE HYPHEN FROM THE COMPANY'S LEGAL NAME. 4 ADVISORY VOTE ON THE COMPENSATION OF For For Management THE COMPANY'S NAMED EXECUTIVE OFFICERS. 5 TO RATIFY THE SELECTION OF DELOITTE & For No Management TOUCHE LLP AS THE INDEPENDENT AUDITORS FOR THE COMPANY FOR THE YEAR ENDING JANUARY 2, 2016. 1A. ELECTION OF DIRECTOR: STEPHEN M. BURT For For Management 1B. ELECTION OF DIRECTOR: ANESA CHAIBI For For Management 1C. ELECTION OF DIRECTOR: DEAN A. FOATE For For Management 1D. ELECTION OF DIRECTOR: HENRY W. KNUEPPEL For For Management 2 TO APPROVE AN AMENDMENT AND For For Management RESTATEMENT OF THE COMPANY'S ARTICLES OF INCORPORATION TO DECLASSIFY THE COMPANY'S BOARD OF DIRECTORS. 3 TO APPROVE AN AMENDMENT AND For For Management RESTATEMENT OF THE COMPANY'S ARTICLES OF INCORPORATION TO REMOVE THE HYPHEN FROM THE COMPANY'S LEGAL NAME. 4 ADVISORY VOTE ON THE COMPENSATION OF For For Management THE COMPANY'S NAMED EXECUTIVE OFFICERS. 5 TO RATIFY THE SELECTION OF DELOITTE & For No Management TOUCHE LLP AS THE INDEPENDENT AUDITORS FOR THE COMPANY FOR THE YEAR ENDING JANUARY 2, 2016. -------------------------------------------------------------------------------- REGENCY CENTERS CORPORATION Ticker: REG Security ID: 758849103 Meeting Date: MAY 12, 2015 Meeting Type: Annual Record Date: MAR 18, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 ADOPTION OF AN ADVISORY RESOLUTION For For Management APPROVING EXECUTIVE COMPENSATION FOR FISCAL YEAR 2014. 3 RATIFICATION OF APPOINTMENT OF KPMG For No Management LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 ADOPTION OF AN ADVISORY RESOLUTION For For Management APPROVING EXECUTIVE COMPENSATION FOR FISCAL YEAR 2014. 3 RATIFICATION OF APPOINTMENT OF KPMG For No Management LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 ADOPTION OF AN ADVISORY RESOLUTION For For Management APPROVING EXECUTIVE COMPENSATION FOR FISCAL YEAR 2014. 3 RATIFICATION OF APPOINTMENT OF KPMG For No Management LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2015. -------------------------------------------------------------------------------- REGIONS FINANCIAL CORPORATION Ticker: RF Security ID: 7591EP100 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: FEB 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: GEORGE W. BRYAN For For Management 1B. ELECTION OF DIRECTOR: CAROLYN H. BYRD For For Management 1C. ELECTION OF DIRECTOR: DAVID J. COOPER, For For Management SR. 1D. ELECTION OF DIRECTOR: DON DEFOSSET For For Management 1E. ELECTION OF DIRECTOR: ERIC C. FAST For For Management 1F. ELECTION OF DIRECTOR: O.B. GRAYSON For For Management HALL, JR. 1G. ELECTION OF DIRECTOR: JOHN D. JOHNS For For Management 1H. ELECTION OF DIRECTOR: RUTH ANN MARSHALL For For Management 1I. ELECTION OF DIRECTOR: SUSAN W. MATLOCK For For Management 1J. ELECTION OF DIRECTOR: JOHN E. MAUPIN, For For Management JR. 1K. ELECTION OF DIRECTOR: CHARLES D. For Against Management MCCRARY 1L. ELECTION OF DIRECTOR: LEE J. For For Management STYSLINGER III 2. RATIFICATION OF SELECTION OF ERNST & For For Management YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3. NONBINDING STOCKHOLDER APPROVAL OF For For Management EXECUTIVE COMPENSATION. 4. APPROVAL OF THE REGIONS FINANCIAL For For Management CORPORATION 2015 LONG TERM INCENTIVE PLAN. -------------------------------------------------------------------------------- REPUBLIC SERVICES, INC. Ticker: RSG Security ID: 760759100 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Ramon A. Rodriguez For For Management 1b Elect Director Tomago Collins For For Management 1c Elect Director James W. Crownover For For Management 1d Elect Director Ann E. Dunwoody For For Management 1e Elect Director William J. Flynn For For Management 1f Elect Director Manuel Kadre For For Management 1g Elect Director Michael Larson For For Management 1h Elect Director W. Lee Nutter For For Management 1i Elect Director Donald W. Slager For For Management 1j Elect Director John M. Trani For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Proxy Access None For Shareholder -------------------------------------------------------------------------------- RHEINMETALL AG, DUESSELDORF Ticker: Security ID: D65111102 Meeting Date: MAY 12, 2015 Meeting Type: Annual General Meeting Record Date: APR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 PRESENTATION OF THE FINANCIAL M Note Non Management STATEMENTS AND ANNUAL REPORT FOR THE Votable 2014 FINANCIAL YEAR WITH THE REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND GROUP ANNUAL REPORT AS WELL AS THE REPORT BY THE BOARD OF MDS PURSUANT TO SECTIONS 289(4) A 2 RESOLUTION ON THE APPROPRIATION OF THE For For Management DISTRIBUTABLE PROFIT THE DISTRIBUTABLE PROFIT IN THE AMOUNT OF EUR 12,000,000 SHALL BE APPROPRIATED AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 0.30 PER NO-PAR SHARE EUR 487,953.30 SHALL BE CARRIED FORWARD EX-DIVIDEND A 3 RATIFICATION OF THE ACTS OF THE BOARD For For Management OF MDS 4 RATIFICATION OF THE ACTS OF THE For For Management SUPERVISORY BOARD 5 APPOINTMENT OF AUDITORS THE FOLLOWING For For Management ACCOUNTANTS SHALL BE APPOINTED AS AUDITORS AND GROUP AUDITORS FOR THE 2015 FINANCIAL YEAR AND FOR THE REVIEW OF THE INTERIM HALF-YEAR FINANCIAL STATEMENTS: PRICEWATERHOUSECOOPERS AG, DUSSELDORF -------------------------------------------------------------------------------- RLI CORP. Ticker: RLI Security ID: 749607107 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE AMENDMENT TO THE COMPANY'S For For Management 2005 OMNIBUS STOCK PLAN. 3 APPROVE AMENDMENT TO THE COMPANY'S For For Management 2010 LONG-TERM INCENTIVE PLAN. 4 APPROVE THE COMPANY'S 2015 LONG-TERM For For Management INCENTIVE PLAN. 5 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 6 APPROVE THE ADVISORY RESOLUTION ON For For Management EXECUTIVE COMPENSATION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE AMENDMENT TO THE COMPANY'S For For Management 2005 OMNIBUS STOCK PLAN. 3 APPROVE AMENDMENT TO THE COMPANY'S For For Management 2010 LONG-TERM INCENTIVE PLAN. 4 APPROVE THE COMPANY'S 2015 LONG-TERM For For Management INCENTIVE PLAN. 5 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 6 APPROVE THE ADVISORY RESOLUTION ON For For Management EXECUTIVE COMPENSATION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE AMENDMENT TO THE COMPANY'S For For Management 2005 OMNIBUS STOCK PLAN. 3 APPROVE AMENDMENT TO THE COMPANY'S For For Management 2010 LONG-TERM INCENTIVE PLAN. 4 APPROVE THE COMPANY'S 2015 LONG-TERM For For Management INCENTIVE PLAN. 5 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 6 APPROVE THE ADVISORY RESOLUTION ON For For Management EXECUTIVE COMPENSATION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE AMENDMENT TO THE COMPANY'S For For Management 2005 OMNIBUS STOCK PLAN. 3 APPROVE AMENDMENT TO THE COMPANY'S For For Management 2010 LONG-TERM INCENTIVE PLAN. 4 APPROVE THE COMPANY'S 2015 LONG-TERM For For Management INCENTIVE PLAN. 5 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 6 APPROVE THE ADVISORY RESOLUTION ON For For Management EXECUTIVE COMPENSATION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE AMENDMENT TO THE COMPANY'S For For Management 2005 OMNIBUS STOCK PLAN. 3 APPROVE AMENDMENT TO THE COMPANY'S For For Management 2010 LONG-TERM INCENTIVE PLAN. 4 APPROVE THE COMPANY'S 2015 LONG-TERM For For Management INCENTIVE PLAN. 5 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 6 APPROVE THE ADVISORY RESOLUTION ON For For Management EXECUTIVE COMPENSATION. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE AMENDMENT TO THE COMPANY'S For For Management 2005 OMNIBUS STOCK PLAN. 3 APPROVE AMENDMENT TO THE COMPANY'S For For Management 2010 LONG-TERM INCENTIVE PLAN. 4 APPROVE THE COMPANY'S 2015 LONG-TERM For For Management INCENTIVE PLAN. 5 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 6 APPROVE THE ADVISORY RESOLUTION ON For For Management EXECUTIVE COMPENSATION. -------------------------------------------------------------------------------- ROCKWELL COLLINS, INC. Ticker: COL Security ID: 774341101 Meeting Date: FEB 05, 2015 Meeting Type: Annual Record Date: DEC 08, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Anthony J. Carbone For For Management 1.2 Elect Director Robert K. Ortberg For For Management 1.3 Elect Director Cheryl L. Shavers For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management 4 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- ROYAL DUTCH SHELL PLC Ticker: RDSA Security ID: 780259206 Meeting Date: MAY 19, 2015 Meeting Type: Annual Record Date: APR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Re-elect Ben van Beurden as Director For For Management 4 Re-elect Guy Elliott as Director For For Management 5 Re-elect Euleen Goh as Director For For Management 6 Re-elect Simon Henry as Director For For Management 7 Re-elect Charles Holliday as Director For For Management 8 Re-elect Gerard Kleisterlee as Director For For Management 9 Re-elect Sir Nigel Sheinwald as For For Management Director 10 Re-elect Linda Stuntz as Director For For Management 11 Re-elect Hans Wijers as Director For For Management 12 Re-elect Patricia Woertz as Director For For Management 13 Re-elect Gerrit Zalm as Director For For Management 14 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors 15 Authorise Board to Fix Remuneration of For For Management Auditors 16 Authorise Issue of Equity with For For Management Pre-emptive Rights 17 Authorise Issue of Equity without For For Management Pre-emptive Rights 18 Authorise Market Purchase of Ordinary For For Management Shares 19 Approve Scrip Dividend Scheme For For Management 20 Authorise EU Political Donations and For For Management Expenditure 21 Approve Strategic Resilience for 2035 For For Shareholder and Beyond -------------------------------------------------------------------------------- RYDER SYSTEM, INC. Ticker: R Security ID: 783549108 Meeting Date: MAY 01, 2015 Meeting Type: Annual Record Date: MAR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director John M. Berra For For Management 1b Elect Director Robert A. Hagemann For For Management 1c Elect Director Luis P. Nieto, Jr. For For Management 1d Elect Director E. Follin Smith For For Management 1e Elect Director Robert E. Sanchez For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Reduce Supermajority Vote Requirement For For Management for Removal of Directors 5 Reduce Supermajority Vote Requirement For For Management to Alter, Amend, Repeal, or Adopt Certain Provisions of the Bylaws 6 Reduce Supermajority Vote Requirement For For Management to Alter, Amend, Repeal, or Adopt Certain Provisions of the Articles 7 Reduce Supermajority Vote Requirement For For Management for General Voting Requirement in the Bylaws 8 Report on Political Contributions Against Against Shareholder -------------------------------------------------------------------------------- SAMSUNG ELECTRONICS CO LTD, SUWON Ticker: Security ID: 796050888 Meeting Date: MAR 13, 2015 Meeting Type: Annual General Meeting Record Date: DEC 31, 2014 # Proposal Mgt Rec Vote Cast Sponsor CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT M Note Non Management TO MEETING ID 431340 DUE TO SPLITTING Votable OF RESOLUTION 2. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. 1 TO APPROVE, AUDITED FINANCIAL For No Management STATEMENTS FOR FY 2014 (FROM JAN 1, 2014 TO DEC 31, 2014). APPROVAL OF STATEMENTS OF FINANCIAL POSITION, INCOME, AND CASH FLOW, ETC. THE TOTAL DIVIDEND PER SHARE IN 2014 IS KRW 20,000 FOR COMMON AND KRW 20,050 FOR PREFERRED S 2.1.1 APPOINTMENT OF INDEPENDENT DIRECTOR: For No Management MR. HAN-JOONG KIM 2.1.2 APPOINTMENT OF INDEPENDENT DIRECTOR: For For Management MR. BYEONG-GI LEE 2.2 APPOINTMENT OF EXECUTIVE DIRECTOR MR. For No Management OH-HYUN KWON 2.3 APPOINTMENT OF MEMBER OF AUDIT For No Management COMMITTEE MR. HAN-JOONG KIM 3 TO APPROVE, THE REMUNERATION LIMIT FOR For For Management THE DIRECTORS FOR FY 2015 CMMT PLEASE BE ADVISED, IF YOU MARK THE M Note Non Management ABSTAIN" BOX FOR THE ABOVE PROPOSALS Votable -------------------------------------------------------------------------------- SBERBANK OF RUSSIA Ticker: SBRCY Security ID: 80585Y308 Meeting Date: MAY 29, 2015 Meeting Type: Consent Record Date: APR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVE THE 2014 ANNUAL REPORT. Take No Take No Management EFFECTIVE NOVEMBER 6, 2013, HOLDERS OF Action Action RUSSIAN SECURITIES ARE REQUIRED TO DISCLOSE THEIR NAME, ADDRESS NUMBER OR SHARES AND THE MANNER OF THE VOTE AS A CONDITION TO VOTING. 2 APPROVE ANNUAL ACCOUNTING (FINANCIAL) Take No Take No Management STATEMENTS FOR 2014. Action Action 3 APPROVE THE DISTRIBUTION OF 2014 Take No Take No Management PROFITS. ANY PROFIT WHICH IS NOT PAID Action Action OUT AS 2014 DIVIDENDS WILL BE TREATED AS SBERBANK'S RETAINED PROFIT: PAY OUT 2014 DIVIDENDS: RUB 0.45 PER ORDINARY SHARE AND RUB 0.45 PER PREFERRED SHARE: ESTABLISH CLOSE OF BUSINESS O 4 APPROVE ERNST AND YOUNG LLC AS THE Take No Take No Management AUDITOR FOR 2015 AND Q1 2016. Action Action 5A ELECT THE MEMBER TO THE SUPERVISORY Take No Take No Management BOARD: MARTIN G. GILMAN Action Action 5B ELECT THE MEMBER TO THE SUPERVISORY Take No Take No Management BOARD: HERMAN GREF Action Action 5C ELECT THE MEMBER TO THE SUPERVISORY Take No Take No Management BOARD: YEVSEI GURVICH Action Action 5D ELECT THE MEMBER TO THE SUPERVISORY Take No Take No Management BOARD: BELLA ZLATKIS Action Action 5E ELECT THE MEMBER TO THE SUPERVISORY Take No Take No Management BOARD: NADEZHDA IVANOVA Action Action 5F ELECT THE MEMBER TO THE SUPERVISORY Take No Take No Management BOARD: SERGEI IGNATIEV Action Action 5G ELECT THE MEMBER TO THE SUPERVISORY Take No Take No Management BOARD: ALEXEI KUDRIN Action Action 5H ELECT THE MEMBER TO THE SUPERVISORY Take No Take No Management BOARD: GEORGY LUNTOVSKY Action Action 5I ELECT THE MEMBER TO THE SUPERVISORY Take No Take No Management BOARD: VLADIMIR MAU Action Action 5J ELECT THE MEMBER TO THE SUPERVISORY Take No Take No Management BOARD: GENNADY MELIKYAN Action Action 5K ELECT THE MEMBER TO THE SUPERVISORY Take No Take No Management BOARD: ALESSANDRO PROFUMO Action Action 5L ELECT THE MEMBER TO THE SUPERVISORY Take No Take No Management BOARD: ANTON SILUANOV Action Action 5M ELECT THE MEMBER TO THE SUPERVISORY Take No Take No Management BOARD: SERGEI SINELNIKOV-MURYLEV Action Action 5N ELECT THE MEMBER TO THE SUPERVISORY Take No Take No Management BOARD: DMITRY TULIN Action Action 5O ELECT THE MEMBER TO THE SUPERVISORY Take No Take No Management BOARD: NADIA WELLS Action Action 5P ELECT THE MEMBER TO THE SUPERVISORY Take No Take No Management BOARD: SERGEI SHVETSOV Action Action 6A ELECT THE MEMBER OF THE AUDIT Take No Take No Management COMMITION: NATALIA BORODINA Action Action 6B ELECT THE MEMBER OF THE AUDIT Take No Take No Management COMMITION: VLADIMIR VOLKOV Action Action 6C ELECT THE MEMBER OF THE AUDIT Take No Take No Management COMMITION: GALINA GOLUBENKOVA Action Action 6D ELECT THE MEMBER OF THE AUDIT Take No Take No Management COMMITION: TATIANA DOMANSKAYA Action Action 6E ELECT THE MEMBER OF THE AUDIT Take No Take No Management COMMITION: YULIA ISSAKHANOVA Action Action 6F ELECT THE MEMBER OF THE AUDIT Take No Take No Management COMMITION: ALEXEI MINENKO Action Action 6G ELECT THE MEMBER OF THE AUDIT Take No Take No Management COMMITION: NATALIA REVINA Action Action 7 ELECT MR HERMAN GREF THE CHAIRMAN OF Take No Take No Management THE EXECUTIVE BOARD AND CEO OF Action Action SBERBANK FOR A NEW TERM STARTING FROM 29 NOVEMBER 2015. 8 APPROVE A NEW VERSION OF SBERBANK'S Take No Take No Management CHARTER. INSTRUCT SBERBANK'S CHAIRMAN Action Action OF THE EXECUTIVE BOARD AND CEO TO SIGN THE DOCUMENTS REQUIRED FOR REGISTERING THE NEW VERSION WITH THE STATE. 9 APPROVE A NEW VERSION OF REGULATIONS Take No Take No Management ON THE GENERAL SHAREHOLDERS' MEETING. Action Action 10 APPROVE A NEW VERSION OF REGULATIONS Take No Take No Management ON THE SUPERVISORY BOARD. Action Action 11 APPROVE A NEW VERSION OF THE Take No Take No Management REGULATIONS ON REMUNERATIONS AND Action Action COMPENSATIONS PAID TO THE MEMBERS OF THE SUPERVISORY BOARD. 12 UNDER ARTICLE 77 OF THE FEDERAL JSC Take No Take No Management LAW DATED 26.12.1995 NO 208-FZ, Action Action ESTABLISH THE VALUE OF SERVICE ACQUIRED UNDER DIRECTOR, OFFICER AND COMPANY POLICY (D&O POLICY) NO 442-555555/13 AS AMENDED BY AMENDMENT 1 IN THE AMOUNT OF AN INSURANCE PREMIUM OF RUB 37, -------------------------------------------------------------------------------- SCANA CORPORATION Ticker: SCG Security ID: 80589M102 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: MAR 03, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James A. Bennett For For Management 1.2 Elect Director Lynne M. Miller For For Management 1.3 Elect Director James W. Roquemore For For Management 1.4 Elect Director Maceo K. Sloan For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Deloitte & Touche LLP as For For Management Auditors 4 Declassify the Board of Directors For For Management -------------------------------------------------------------------------------- SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.) Ticker: SLB Security ID: 806857108 Meeting Date: APR 08, 2015 Meeting Type: Annual Record Date: FEB 11, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: PETER L.S. CURRIE For For Management 1B. ELECTION OF DIRECTOR: K. VAMAN KAMATH For For Management 1C. ELECTION OF DIRECTOR: V. MAUREEN For For Management KEMPSTON DARKES 1D. ELECTION OF DIRECTOR: PAAL KIBSGAARD For For Management 1E. ELECTION OF DIRECTOR: NIKOLAY For For Management KUDRYAVTSEV 1F. ELECTION OF DIRECTOR: MICHAEL E. MARKS For For Management 1G. ELECTION OF DIRECTOR: INDRA K. NOOYI For For Management 1H. ELECTION OF DIRECTOR: LUBNA S. OLAYAN For For Management 1I. ELECTION OF DIRECTOR: LEO RAFAEL REIF For For Management 1J. ELECTION OF DIRECTOR: TORE I. SANDVOLD For For Management 1K. ELECTION OF DIRECTOR: HENRI SEYDOUX For For Management 2 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPANY'S EXECUTIVE COMPENSATION. 3 TO APPROVE THE COMPANY'S 2014 For For Management FINANCIAL STATEMENTS AND THE BOARD'S 2014 DECLARATIONS OF DIVIDENDS. 4 TO APPROVE THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: PETER L.S. CURRIE For For Management 1B. ELECTION OF DIRECTOR: K. VAMAN KAMATH For For Management 1C. ELECTION OF DIRECTOR: V. MAUREEN For For Management KEMPSTON DARKES 1D. ELECTION OF DIRECTOR: PAAL KIBSGAARD For For Management 1E. ELECTION OF DIRECTOR: NIKOLAY For For Management KUDRYAVTSEV 1F. ELECTION OF DIRECTOR: MICHAEL E. MARKS For For Management 1G. ELECTION OF DIRECTOR: INDRA K. NOOYI For For Management 1H. ELECTION OF DIRECTOR: LUBNA S. OLAYAN For For Management 1I. ELECTION OF DIRECTOR: LEO RAFAEL REIF For For Management 1J. ELECTION OF DIRECTOR: TORE I. SANDVOLD For For Management 1K. ELECTION OF DIRECTOR: HENRI SEYDOUX For For Management 2 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPANY'S EXECUTIVE COMPENSATION. 3 TO APPROVE THE COMPANY'S 2014 For For Management FINANCIAL STATEMENTS AND THE BOARD'S 2014 DECLARATIONS OF DIVIDENDS. 4 TO APPROVE THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: PETER L.S. CURRIE For For Management 1B. ELECTION OF DIRECTOR: K. VAMAN KAMATH For For Management 1C. ELECTION OF DIRECTOR: V. MAUREEN For For Management KEMPSTON DARKES 1D. ELECTION OF DIRECTOR: PAAL KIBSGAARD For For Management 1E. ELECTION OF DIRECTOR: NIKOLAY For For Management KUDRYAVTSEV 1F. ELECTION OF DIRECTOR: MICHAEL E. MARKS For For Management 1G. ELECTION OF DIRECTOR: INDRA K. NOOYI For For Management 1H. ELECTION OF DIRECTOR: LUBNA S. OLAYAN For For Management 1I. ELECTION OF DIRECTOR: LEO RAFAEL REIF For For Management 1J. ELECTION OF DIRECTOR: TORE I. SANDVOLD For For Management 1K. ELECTION OF DIRECTOR: HENRI SEYDOUX For For Management 2 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPANY'S EXECUTIVE COMPENSATION. 3 TO APPROVE THE COMPANY'S 2014 For For Management FINANCIAL STATEMENTS AND THE BOARD'S 2014 DECLARATIONS OF DIVIDENDS. 4 TO APPROVE THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: PETER L.S. CURRIE For For Management 1B. ELECTION OF DIRECTOR: K. VAMAN KAMATH For For Management 1C. ELECTION OF DIRECTOR: V. MAUREEN For For Management KEMPSTON DARKES 1D. ELECTION OF DIRECTOR: PAAL KIBSGAARD For For Management 1E. ELECTION OF DIRECTOR: NIKOLAY For For Management KUDRYAVTSEV 1F. ELECTION OF DIRECTOR: MICHAEL E. MARKS For For Management 1G. ELECTION OF DIRECTOR: INDRA K. NOOYI For For Management 1H. ELECTION OF DIRECTOR: LUBNA S. OLAYAN For For Management 1I. ELECTION OF DIRECTOR: LEO RAFAEL REIF For For Management 1J. ELECTION OF DIRECTOR: TORE I. SANDVOLD For For Management 1K. ELECTION OF DIRECTOR: HENRI SEYDOUX For For Management 2 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPANY'S EXECUTIVE COMPENSATION. 3 TO APPROVE THE COMPANY'S 2014 For For Management FINANCIAL STATEMENTS AND THE BOARD'S 2014 DECLARATIONS OF DIVIDENDS. 4 TO APPROVE THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: PETER L.S. CURRIE For For Management 1B. ELECTION OF DIRECTOR: K. VAMAN KAMATH For For Management 1C. ELECTION OF DIRECTOR: V. MAUREEN For For Management KEMPSTON DARKES 1D. ELECTION OF DIRECTOR: PAAL KIBSGAARD For For Management 1E. ELECTION OF DIRECTOR: NIKOLAY For For Management KUDRYAVTSEV 1F. ELECTION OF DIRECTOR: MICHAEL E. MARKS For For Management 1G. ELECTION OF DIRECTOR: INDRA K. NOOYI For For Management 1H. ELECTION OF DIRECTOR: LUBNA S. OLAYAN For For Management 1I. ELECTION OF DIRECTOR: LEO RAFAEL REIF For For Management 1J. ELECTION OF DIRECTOR: TORE I. SANDVOLD For For Management 1K. ELECTION OF DIRECTOR: HENRI SEYDOUX For For Management 2 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPANY'S EXECUTIVE COMPENSATION. 3 TO APPROVE THE COMPANY'S 2014 For For Management FINANCIAL STATEMENTS AND THE BOARD'S 2014 DECLARATIONS OF DIVIDENDS. 4 TO APPROVE THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: PETER L.S. CURRIE For For Management 1B. ELECTION OF DIRECTOR: K. VAMAN KAMATH For For Management 1C. ELECTION OF DIRECTOR: V. MAUREEN For For Management KEMPSTON DARKES 1D. ELECTION OF DIRECTOR: PAAL KIBSGAARD For For Management 1E. ELECTION OF DIRECTOR: NIKOLAY For For Management KUDRYAVTSEV 1F. ELECTION OF DIRECTOR: MICHAEL E. MARKS For For Management 1G. ELECTION OF DIRECTOR: INDRA K. NOOYI For For Management 1H. ELECTION OF DIRECTOR: LUBNA S. OLAYAN For For Management 1I. ELECTION OF DIRECTOR: LEO RAFAEL REIF For For Management 1J. ELECTION OF DIRECTOR: TORE I. SANDVOLD For For Management 1K. ELECTION OF DIRECTOR: HENRI SEYDOUX For For Management 2 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPANY'S EXECUTIVE COMPENSATION. 3 TO APPROVE THE COMPANY'S 2014 For For Management FINANCIAL STATEMENTS AND THE BOARD'S 2014 DECLARATIONS OF DIVIDENDS. 4 TO APPROVE THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: PETER L.S. CURRIE For For Management 1B. ELECTION OF DIRECTOR: K. VAMAN KAMATH For For Management 1C. ELECTION OF DIRECTOR: V. MAUREEN For For Management KEMPSTON DARKES 1D. ELECTION OF DIRECTOR: PAAL KIBSGAARD For For Management 1E. ELECTION OF DIRECTOR: NIKOLAY For For Management KUDRYAVTSEV 1F. ELECTION OF DIRECTOR: MICHAEL E. MARKS For For Management 1G. ELECTION OF DIRECTOR: INDRA K. NOOYI For For Management 1H. ELECTION OF DIRECTOR: LUBNA S. OLAYAN For For Management 1I. ELECTION OF DIRECTOR: LEO RAFAEL REIF For For Management 1J. ELECTION OF DIRECTOR: TORE I. SANDVOLD For For Management 1K. ELECTION OF DIRECTOR: HENRI SEYDOUX For For Management 2 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPANY'S EXECUTIVE COMPENSATION. 3 TO APPROVE THE COMPANY'S 2014 For For Management FINANCIAL STATEMENTS AND THE BOARD'S 2014 DECLARATIONS OF DIVIDENDS. 4 TO APPROVE THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. -------------------------------------------------------------------------------- SCHWEITZER-MAUDUIT INTERNATIONAL, INC. Ticker: SWM Security ID: 808541106 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: FEB 26, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE THE COMPANY'S 2015 LONG-TERM For For Management INCENTIVE PLAN. 3 RATIFY THE SELECTION OF DELOITTE & For No Management TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE THE COMPANY'S 2015 LONG-TERM For For Management INCENTIVE PLAN. 3 RATIFY THE SELECTION OF DELOITTE & For No Management TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE THE COMPANY'S 2015 LONG-TERM For For Management INCENTIVE PLAN. 3 RATIFY THE SELECTION OF DELOITTE & For No Management TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE THE COMPANY'S 2015 LONG-TERM For For Management INCENTIVE PLAN. 3 RATIFY THE SELECTION OF DELOITTE & For No Management TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE THE COMPANY'S 2015 LONG-TERM For For Management INCENTIVE PLAN. 3 RATIFY THE SELECTION OF DELOITTE & For No Management TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE THE COMPANY'S 2015 LONG-TERM For For Management INCENTIVE PLAN. 3 RATIFY THE SELECTION OF DELOITTE & For No Management TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. -------------------------------------------------------------------------------- SENSIENT TECHNOLOGIES CORPORATION Ticker: SXT Security ID: 81725T100 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 PROPOSAL TO APPROVE THE COMPENSATION For For Management PAID TO SENSIENT'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED PURSUANT TO ITEM 402 OF REGULATION S-K, INCLUDING THE COMPENSATION DISCUSSION AND ANALYSIS, COMPENSATION TABLES AND NARRATIVE DISCUSSION IN THE ACCOMPANYING PRO 3 PROPOSAL TO APPROVE AN AMENDMENT TO For For Management SENSIENT'S AMENDED AND RESTATED ARTICLES OF INCORPORATION TO PROVIDE A MAJORITY VOTING STANDARD FOR FUTURE UNCONTESTED ELECTIONS OF DIRECTORS. 4 PROPOSAL TO RATIFY THE APPOINTMENT OF For No Management ERNST & YOUNG LLP, CERTIFIED PUBLIC ACCOUNTANTS, AS THE INDEPENDENT AUDITORS OF SENSIENT FOR 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 PROPOSAL TO APPROVE THE COMPENSATION For For Management PAID TO SENSIENT'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED PURSUANT TO ITEM 402 OF REGULATION S-K, INCLUDING THE COMPENSATION DISCUSSION AND ANALYSIS, COMPENSATION TABLES AND NARRATIVE DISCUSSION IN THE ACCOMPANYING PRO 3 PROPOSAL TO APPROVE AN AMENDMENT TO For For Management SENSIENT'S AMENDED AND RESTATED ARTICLES OF INCORPORATION TO PROVIDE A MAJORITY VOTING STANDARD FOR FUTURE UNCONTESTED ELECTIONS OF DIRECTORS. 4 PROPOSAL TO RATIFY THE APPOINTMENT OF For No Management ERNST & YOUNG LLP, CERTIFIED PUBLIC ACCOUNTANTS, AS THE INDEPENDENT AUDITORS OF SENSIENT FOR 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 PROPOSAL TO APPROVE THE COMPENSATION For For Management PAID TO SENSIENT'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED PURSUANT TO ITEM 402 OF REGULATION S-K, INCLUDING THE COMPENSATION DISCUSSION AND ANALYSIS, COMPENSATION TABLES AND NARRATIVE DISCUSSION IN THE ACCOMPANYING PRO 3 PROPOSAL TO APPROVE AN AMENDMENT TO For For Management SENSIENT'S AMENDED AND RESTATED ARTICLES OF INCORPORATION TO PROVIDE A MAJORITY VOTING STANDARD FOR FUTURE UNCONTESTED ELECTIONS OF DIRECTORS. 4 PROPOSAL TO RATIFY THE APPOINTMENT OF For No Management ERNST & YOUNG LLP, CERTIFIED PUBLIC ACCOUNTANTS, AS THE INDEPENDENT AUDITORS OF SENSIENT FOR 2015. -------------------------------------------------------------------------------- SERCO GROUP PLC, HOOK Ticker: Security ID: G80400107 Meeting Date: MAR 30, 2015 Meeting Type: Ordinary General Meeting Record Date: MAR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 THAT, SUBJECT TO AND CONDITIONAL UPON For For Management ADMISSION TO LISTING ON THE PREMIUM SEGMENT OF THE OFFICIAL LIST BY THE UK LISTING AUTHORITY AND TO TRADING ON THE LONDON STOCK EXCHANGE PLC'S MARKET FOR LISTED SECURITIES OF THE NEW ORDINARY SHARES OF 2 PENCE EACH TO CONT CONTD SECURITY INTO SHARES IN THE M Note Non Management COMPANY UP TO A NOMINAL AMOUNT OF GBP Votable 10,985,310.94 PURSUANT TO OR IN CONNECTION WITH THE RIGHTS ISSUE, SUCH AUTHORITY TO EXPIRE AT THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF THE COMPANY TO BE HELD IN 2015 (OR ADJOUR CONT CONTD RESOLUTION TO THE NOMINAL AMOUNT M Note Non Management OF RIGHTS TO SUBSCRIBE FOR OR TO Votable CONVERT ANY SECURITY INTO SHARES (INCLUDING WHERE SUCH RIGHTS ARE REFERRED TO AS EQUITY SECURITIES AS DEFINED IN THE COMPANIES ACT 2006) ARE TO THE NOMINAL AMOUNT OF SHARES THAT MAY B -------------------------------------------------------------------------------- SERCO GROUP PLC, HOOK Ticker: Security ID: G80400107 Meeting Date: MAY 06, 2015 Meeting Type: Annual General Meeting Record Date: APR 01, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 TO RECEIVE THE ANNUAL REPORT AND For For Management ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2014 2 TO APPROVE THE ANNUAL REPORT ON For For Management REMUNERATION FOR THE YEAR ENDED 31 DECEMBER 2014 3 TO RE-ELECT EDWARD J CASEY JR AS AN For No Management EXECUTIVE DIRECTOR 4 TO RE-ELECT MICHAEL CLASPER AS A For For Management NON-EXECUTIVE DIRECTOR 5 TO ELECT ANGUS COCKBURN AS AN For No Management EXECUTIVE DIRECTOR 6 TO RE-ELECT RALPH D CROSBY JR AS A For For Management NON-EXECUTIVE DIRECTOR 7 TO RE-ELECT TAMARA INGRAM AS A For For Management NON-EXECUTIVE DIRECTOR 8 TO RE-ELECT RACHEL LOMAX AS A For For Management NON-EXECUTIVE DIRECTOR 9 TO RE-ELECT ALASTAIR LYONS AS A For For Management NON-EXECUTIVE DIRECTOR 10 TO RE-ELECT ANGLE RISLEY AS A For For Management NON-EXECUTIVE DIRECTOR 11 TO RE-ELECT RUPERT SOAMES AS AN For No Management EXECUTIVE DIRECTOR 12 TO RE-ELECT MALCOLM WYMAN AS A For For Management NON-EXECUTIVE DIRECTOR 13 TO REAPPOINT DELOITTE LLP AS AUDITOR For For Management OF THE COMPANY 14 THAT THE DIRECTORS BE AUTHORISED TO For For Management AGREE THE REMUNERATION OF THE AUDITOR 15 TO AUTHORISE THE COMPANY TO MAKE For For Management MARKET PURCHASES OF ITS OWN SHARES WITHIN THE MEANING OF SECTION 693(4) OF THE COMPANIES ACT 2006 16 TO AUTHORISE THE DIRECTORS TO ALLOT For For Management RELEVANT SECURITIES IN ACCORDANCE WITH SECTION 551 OF THE COMPANIES ACT 2006 17 TO DISAPPLY STATUTORY PRE-EMPTION For For Management RIGHTS 18 TO ADOPT THE SERCO 2015 SHARESAVE PLAN For For Management 19 TO AUTHORISE THE REMUNERATION For For Management COMMITTEE OF THE BOARD TO ESTABLISH FUTURE SHARE PLANS FOR THE BENEFIT OF EMPLOYEES OUTSIDE THE UK BASED ON THE SERCO 2015 SHARESAVE PLAN 20 TO AUTHORISE THE COMPANY OR ANY For For Management COMPANY WHICH IS OR BECOMES ITS SUBSIDIARY DURING THE PERIOD TO WHICH THIS RESOLUTION HAS EFFECT TO MAKE POLITICAL DONATIONS 21 THAT A GENERAL MEETING OTHER THAN AN For No Management ANNUAL GENERAL MEETING MAY BE CALLED ON NOT LESS THAN 14 DEAR DAYS' NOTICE -------------------------------------------------------------------------------- SHIMADZU CORPORATION Ticker: Security ID: J72165129 Meeting Date: JUN 26, 2015 Meeting Type: Annual General Meeting Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Appropriation of Surplus For For Management 2.1 Appoint a Director Nakamoto, Akira For No Management 2.2 Appoint a Director Ueda, Teruhisa For No Management 2.3 Appoint a Director Suzuki, Satoru For No Management 2.4 Appoint a Director Fujino, Hiroshi For No Management 2.5 Appoint a Director Miura, Yasuo For No Management 2.6 Appoint a Director Nishihara, For No Management Katsutoshi 2.7 Appoint a Director Sawaguchi, Minoru For For Management 2.8 Appoint a Director Fujiwara, Taketsugu For For Management 3.1 Appoint a Corporate Auditor Uematsu, For No Management Koji 3.2 Appoint a Corporate Auditor Nishio, For For Management Masahiro -------------------------------------------------------------------------------- SHINHAN FINANCIAL GROUP Ticker: SHG Security ID: 824596100 Meeting Date: MAR 25, 2015 Meeting Type: Annual Record Date: DEC 31, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVAL OF FINANCIAL STATEMENTS Take No No Management Action 2 APPROVAL OF REVISION TO ARTICLES OF Take No For Management INCORPORATION Action 3A. APPOINTMENT OF NON - EXECUTIVE Take No For Management DIRECTOR: MR. YONG BYOUNG CHO Action 3B. APPOINTMENT OF OUTSIDE DIRECTOR: MR. Take No No Management BOO IN KO Action 3C. APPOINTMENT OF OUTSIDE DIRECTOR: MR. Take No For Management TAEEUN KWON Action 3D. APPOINTMENT OF OUTSIDE DIRECTOR: MR. Take No For Management SEOK WON KIM Action 3E. APPOINTMENT OF OUTSIDE DIRECTOR: MR. Take No For Management HOON NAMKOONG Action 3F. APPOINTMENT OF OUTSIDE DIRECTOR: MR. Take No For Management CHEUL PARK Action 3G. APPOINTMENT OF OUTSIDE DIRECTOR: MR. Take No For Management SANG KYUNG LEE Action 3H. APPOINTMENT OF OUTSIDE DIRECTOR: MR. Take No For Management YUKI HIRAKAWA Action 3I. APPOINTMENT OF OUTSIDE DIRECTOR: MR. Take No For Management PHILIPPE AVRIL Action 4A. APPOINTMENT OF AUDIT COMMITTEE MEMBER: Take No No Management MR. TAEEUN KWON Action 4B. APPOINTMENT OF AUDIT COMMITTEE MEMBER: Take No For Management MR. SEOK WON KIM Action 4C. APPOINTMENT OF AUDIT COMMITTEE MEMBER: Take No For Management MR. MAN WOO LEE Action 4D. APPOINTMENT OF AUDIT COMMITTEE MEMBER: Take No For Management MR. SANG KYUNG LEE Action 5 APPROVAL OF THE MAXIMUM LIMIT ON Take No For Management DIRECTOR REMUNERATION Action 1 APPROVAL OF FINANCIAL STATEMENTS Take No No Management Action 2 APPROVAL OF REVISION TO ARTICLES OF Take No For Management INCORPORATION Action 3A. APPOINTMENT OF NON - EXECUTIVE Take No For Management DIRECTOR: MR. YONG BYOUNG CHO Action 3B. APPOINTMENT OF OUTSIDE DIRECTOR: MR. Take No No Management BOO IN KO Action 3C. APPOINTMENT OF OUTSIDE DIRECTOR: MR. Take No For Management TAEEUN KWON Action 3D. APPOINTMENT OF OUTSIDE DIRECTOR: MR. Take No For Management SEOK WON KIM Action 3E. APPOINTMENT OF OUTSIDE DIRECTOR: MR. Take No For Management HOON NAMKOONG Action 3F. APPOINTMENT OF OUTSIDE DIRECTOR: MR. Take No For Management CHEUL PARK Action 3G. APPOINTMENT OF OUTSIDE DIRECTOR: MR. Take No For Management SANG KYUNG LEE Action 3H. APPOINTMENT OF OUTSIDE DIRECTOR: MR. Take No For Management YUKI HIRAKAWA Action 3I. APPOINTMENT OF OUTSIDE DIRECTOR: MR. Take No For Management PHILIPPE AVRIL Action 4A. APPOINTMENT OF AUDIT COMMITTEE MEMBER: Take No No Management MR. TAEEUN KWON Action 4B. APPOINTMENT OF AUDIT COMMITTEE MEMBER: Take No For Management MR. SEOK WON KIM Action 4C. APPOINTMENT OF AUDIT COMMITTEE MEMBER: Take No For Management MR. MAN WOO LEE Action 4D. APPOINTMENT OF AUDIT COMMITTEE MEMBER: Take No For Management MR. SANG KYUNG LEE Action 5 APPROVAL OF THE MAXIMUM LIMIT ON Take No For Management DIRECTOR REMUNERATION Action -------------------------------------------------------------------------------- SIGNATURE BANK Ticker: SBNY Security ID: 82669G104 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: MAR 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF KPMG LLP, For No Management AN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS THE INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. -------------------------------------------------------------------------------- SM ENERGY COMPANY Ticker: SM Security ID: 78454L100 Meeting Date: MAY 19, 2015 Meeting Type: Annual Record Date: MAR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Larry W. Bickle For For Management 1.2 Elect Director Stephen R. Brand For For Management 1.3 Elect Director William J. Gardiner For For Management 1.4 Elect Director Loren M. Leiker For For Management 1.5 Elect Director Javan D. Ottoson For For Management 1.6 Elect Director Ramiro G. Peru For For Management 1.7 Elect Director Julio M. Quintana For For Management 1.8 Elect Director Rose M. Robeson For For Management 1.9 Elect Director William D. Sullivan For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- SMC CORPORATION Ticker: Security ID: J75734103 Meeting Date: JUN 25, 2015 Meeting Type: Annual General Meeting Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Appropriation of Surplus For For Management 2.1 Appoint a Director Takada, Yoshiyuki For No Management 2.2 Appoint a Director Maruyama, Katsunori For No Management 2.3 Appoint a Director Usui, Ikuji For No Management 2.4 Appoint a Director Kosugi, Seiji For No Management 2.5 Appoint a Director Satake, Masahiko For No Management 2.6 Appoint a Director Takada, Yoshiki For No Management 2.7 Appoint a Director Ohashi, Eiji For No Management 2.8 Appoint a Director Kuwahara, Osamu For No Management 2.9 Appoint a Director Shikakura, Koichi For No Management 2.1 Appoint a Director Ogura, Koji For No Management 2.11 Appoint a Director Kawada, Motoichi For No Management 2.12 Appoint a Director Takada, Susumu For No Management 2.13 Appoint a Director Kaizu, Masanobu For For Management 2.14 Appoint a Director Kagawa, Toshiharu For For Management 3.1 Appoint a Corporate Auditor Ogawa, For For Management Yoshiaki 3.2 Appoint a Corporate Auditor Suzue, For For Management Tatsuo 4 Approve Provision of Retirement For No Management Allowance for Retiring Directors -------------------------------------------------------------------------------- SOCIETE GENERALE SA, PARIS Ticker: Security ID: F43638141 Meeting Date: MAY 19, 2015 Meeting Type: Ordinary General Meeting Record Date: MAY 14, 2015 # Proposal Mgt Rec Vote Cast Sponsor CMMT PLEASE NOTE IN THE FRENCH MARKET THAT M Note Non Management THE ONLY VALID VOTE OPTIONS ARE FOR" Votable AND "AGAINST" A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE. " CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS M Note Non Management THAT DO NOT HOLD SHARES DIRECTLY WITH Votable A FRENCH CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTO CMMT 17 APR 2015: PLEASE NOTE THAT M Note Non Management IMPORTANT ADDITIONAL MEETING Votable INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo. journal-officiel.gouv. fr/pdf/2015/0316/201503161500530.pdf. THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL LINK: ht 1 APPROVAL OF THE CONSOLIDATED FINANCIAL For For Management STATEMENTS FOR THE 2014 FINANCIAL YEAR 2 APPROVAL OF THE ANNUAL CORPORATE For For Management FINANCIAL STATEMENTS FOR THE 2014 FINANCIAL YEAR 3 ALLOCATION OF THE 2014 INCOME - For For Management SETTING THE DIVIDEND 4 REGULATED AGREEMENTS AND COMMITMENTS For No Management 5 ADVISORY REVIEW OF THE COMPENSATION For For Management OWED OR PAID TO MR. FREDERIC OUDEA, PRESIDENT AND CEO FOR THE 2014 FINANCIAL YEAR 6 ADVISORY REVIEW OF THE COMPENSATION For For Management OWED OR PAID TO MR. SEVERIN CABANNES, MR. JEAN-FRANCOIS SAMMARCELLI AND MR. BERNARDO SANCHEZ INCERA, MANAGING DIRECTORS FOR THE 2014 FINANCIAL YEAR 7 ADVISORY REVIEW OF THE COMPENSATION For For Management PAID DURING THE 2014 FINANCIAL YEAR TO THE PERSONS SUBJECT TO THE REGULATION REFERRED TO IN ARTICLE L.511-71 OF THE MONETARY AND FINANCIAL CODE 8 RENEWAL OF TERM OF MR. FREDERIC OUDEA For For Management AS DIRECTOR 9 RENEWAL OF TERM OF MRS. KYRA HAZOU AS For For Management DIRECTOR 10 RENEWAL OF TERM OF MRS. ANA MARIA For For Management LLOPIS RIVAS AS DIRECTOR 11 APPOINTMENT OF MRS. BARBARA DALIBARD For For Management AS DIRECTOR 12 APPOINTMENT OF MR. GERARD MESTRALLET For No Management AS DIRECTOR 13 AUTHORIZATION GRANTED TO THE BOARD OF For For Management DIRECTORS TO TRADE IN COMPANY'S SHARES UP TO 5% OF THE CAPITAL 14 POWERS TO CARRY OUT ALL LEGAL For For Management FORMALITIES -------------------------------------------------------------------------------- SOFTBANK CORP. Ticker: Security ID: J75963108 Meeting Date: JUN 19, 2015 Meeting Type: Annual General Meeting Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Appropriation of Surplus For For Management 2 Amend Articles to: Change Official For For Management Company Name to SoftBank Group Corp., Reduce Term of Office of Directors to One Year, Adopt Reduction of Liability System for Non-Executive Directors and Corporate Auditors, Increase the Board of Corporate Auditors Size 3.1 Appoint a Director Son, Masayoshi For No Management 3.2 Appoint a Director Nikesh Arora For No Management 3.3 Appoint a Director Miyauchi, Ken For No Management 3.4 Appoint a Director Ronald D. Fisher For No Management 3.5 Appoint a Director Yun Ma For No Management 3.6 Appoint a Director Miyasaka, Manabu For No Management 3.7 Appoint a Director Yanai, Tadashi For For Management 3.8 Appoint a Director Mark Schwartz For For Management 3.9 Appoint a Director Nagamori, Shigenobu For For Management 4.1 Appoint a Corporate Auditor Murata, For For Management Tatsuhiro 4.2 Appoint a Corporate Auditor Toyama, For No Management Atsushi -------------------------------------------------------------------------------- SONOCO PRODUCTS COMPANY Ticker: SON Security ID: 835495102 Meeting Date: APR 15, 2015 Meeting Type: Annual Record Date: FEB 25, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS, LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 3 TO APPROVE THE ADVISORY RESOLUTION ON For For Management EXECUTIVE COMPENSATION. 4 (SHAREHOLDER PROPOSAL) ELECT EACH No For Management DIRECTOR ANNUALLY. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS, LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 3 TO APPROVE THE ADVISORY RESOLUTION ON For For Management EXECUTIVE COMPENSATION. 4 (SHAREHOLDER PROPOSAL) ELECT EACH No For Management DIRECTOR ANNUALLY. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS, LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 3 TO APPROVE THE ADVISORY RESOLUTION ON For For Management EXECUTIVE COMPENSATION. 4 (SHAREHOLDER PROPOSAL) ELECT EACH No For Management DIRECTOR ANNUALLY. -------------------------------------------------------------------------------- SONY CORPORATION Ticker: Security ID: J76379106 Meeting Date: JUN 23, 2015 Meeting Type: Annual General Meeting Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles to: Approve Minor For For Management Revisions, Adopt Reduction of Liability System for Non-Executive Directors 2.1 Appoint a Director Hirai, Kazuo For For Management 2.2 Appoint a Director Yoshida, Kenichiro For For Management 2.3 Appoint a Director Anraku, Kanemitsu For For Management 2.4 Appoint a Director Nagayama, Osamu For For Management 2.5 Appoint a Director Nimura, Takaaki For For Management 2.6 Appoint a Director Harada, Eiko For For Management 2.7 Appoint a Director Ito, Joichi For For Management 2.8 Appoint a Director Tim Schaaff For For Management 2.9 Appoint a Director Matsunaga, Kazuo For For Management 2.1 Appoint a Director Miyata, Koichi For No Management 2.11 Appoint a Director John V. Roos For For Management 2.12 Appoint a Director Sakurai, Eriko For For Management 3 Approve Issuance of Share Acquisition For For Management Rights as Stock Options for Executive Officers and Employees of the Company and Directors and Employees of the Company's Subsidiaries -------------------------------------------------------------------------------- SONY CORPORATION Ticker: SNE Security ID: 835699307 Meeting Date: JUN 23, 2015 Meeting Type: Annual Record Date: MAR 30, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1. TO AMEND A PART OF THE ARTICLES OF For For Management INCORPORATION. 2..1 DIRECTOR-KAZUO HIRAI For For Management 2..2 DIRECTOR-KENICHIRO YOSHIDA For For Management 2..3 DIRECTOR-KANEMITSU ANRAKU For For Management 2..4 DIRECTOR-OSAMU NAGAYAMA For For Management 2..5 DIRECTOR-TAKAAKI NIMURA For For Management 2..6 DIRECTOR-EIKOH HARADA For For Management 2..7 DIRECTOR-JOICHI ITO For For Management 2..8 DIRECTOR-TIM SCHAAFF For For Management 2..9 DIRECTOR-KAZUO MATSUNAGA For For Management 2..10 DIRECTOR-KOICHI MIYATA For For Management 2..11 DIRECTOR-JOHN V. ROOS For For Management 2..12 DIRECTOR-ERIKO SAKURAI For For Management 3. TO ISSUE STOCK ACQUISITION RIGHTS FOR For For Management THE PURPOSE OF GRANTING STOCK OPTIONS. -------------------------------------------------------------------------------- SOUTHWEST AIRLINES CO. Ticker: LUV Security ID: 844741108 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: MAR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: DAVID W. BIEGLER For For Management 1B. ELECTION OF DIRECTOR: J. VERONICA For For Management BIGGINS 1D. ELECTION OF DIRECTOR: WILLIAM H. For For Management CUNNINGHAM 1E. ELECTION OF DIRECTOR: JOHN G. DENISON For For Management 1F. ELECTION OF DIRECTOR: GARY C. KELLY For For Management 1G. ELECTION OF DIRECTOR: NANCY B. LOEFFLER For For Management 1H. ELECTION OF DIRECTOR: JOHN T. MONTFORD For For Management 1I. ELECTION OF DIRECTOR: THOMAS M. NEALON For For Management 1J. ELECTION OF DIRECTOR: DANIEL D. For For Management VILLANUEVA 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 3 APPROVAL OF THE SOUTHWEST AIRLINES CO. For For Management AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN. 4 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 1C. ELECTION OF DIRECTOR: DOUGLAS H. BROOKS For For Management 1A. ELECTION OF DIRECTOR: DAVID W. BIEGLER For For Management 1B. ELECTION OF DIRECTOR: J. VERONICA For For Management BIGGINS 1D. ELECTION OF DIRECTOR: WILLIAM H. For For Management CUNNINGHAM 1E. ELECTION OF DIRECTOR: JOHN G. DENISON For For Management 1F. ELECTION OF DIRECTOR: GARY C. KELLY For For Management 1G. ELECTION OF DIRECTOR: NANCY B. LOEFFLER For For Management 1H. ELECTION OF DIRECTOR: JOHN T. MONTFORD For For Management 1I. ELECTION OF DIRECTOR: THOMAS M. NEALON For For Management 1J. ELECTION OF DIRECTOR: DANIEL D. For For Management VILLANUEVA 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 3 APPROVAL OF THE SOUTHWEST AIRLINES CO. For For Management AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN. 4 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 1C. ELECTION OF DIRECTOR: DOUGLAS H. BROOKS For For Management 1A. ELECTION OF DIRECTOR: DAVID W. BIEGLER For For Management 1B. ELECTION OF DIRECTOR: J. VERONICA For For Management BIGGINS 1D. ELECTION OF DIRECTOR: WILLIAM H. For For Management CUNNINGHAM 1E. ELECTION OF DIRECTOR: JOHN G. DENISON For For Management 1F. ELECTION OF DIRECTOR: GARY C. KELLY For For Management 1G. ELECTION OF DIRECTOR: NANCY B. LOEFFLER For For Management 1H. ELECTION OF DIRECTOR: JOHN T. MONTFORD For For Management 1I. ELECTION OF DIRECTOR: THOMAS M. NEALON For For Management 1J. ELECTION OF DIRECTOR: DANIEL D. For For Management VILLANUEVA 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 3 APPROVAL OF THE SOUTHWEST AIRLINES CO. For For Management AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN. 4 RATIFICATION OF THE SELECTION OF ERNST For No Management & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 1C. ELECTION OF DIRECTOR: DOUGLAS H. BROOKS For For Management -------------------------------------------------------------------------------- SOUTHWESTERN ENERGY COMPANY Ticker: SWN Security ID: 845467109 Meeting Date: MAY 19, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John D. Gass For Against Management 1.2 Elect Director Catherine A. Kehr For Against Management 1.3 Elect Director Greg D. Kerley For Against Management 1.4 Elect Director Vello A. Kuuskraa For Against Management 1.5 Elect Director Kenneth R. Mourton For Against Management 1.6 Elect Director Steven L. Mueller For Against Management 1.7 Elect Director Elliott Pew For Against Management 1.8 Elect Director Terry W. Rathert For Against Management 1.9 Elect Director Alan H. Stevens For Against Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Amend Bylaws-- Call Special Meetings Against For Shareholder 5 Proxy Access Against For Shareholder -------------------------------------------------------------------------------- ST. JUDE MEDICAL, INC. Ticker: STJ Security ID: 790849103 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. 1A. ELECTION OF DIRECTOR: JOHN W. BROWN For For Management 1B. ELECTION OF DIRECTOR: DANIEL J. STARKS For For Management 2 ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO APPROVE THE ST. JUDE MEDICAL, INC. For For Management AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN. 4 TO APPROVE AMENDMENTS TO OUR ARTICLES For For Management OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 TO RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6 TO ACT ON A SHAREHOLDER PROPOSAL No For Management REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING. -------------------------------------------------------------------------------- STANCORP FINANCIAL GROUP, INC. Ticker: SFG Security ID: 852891100 Meeting Date: MAY 11, 2015 Meeting Type: Annual Record Date: MAR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: VIRGINIA L. For For Management ANDERSON 1B. ELECTION OF DIRECTOR: RANJANA B. CLARK For For Management 1C. ELECTION OF DIRECTOR: TIMOTHY A. HOLT For For Management 1D. ELECTION OF DIRECTOR: KEVIN M. MURAI For For Management 1E. ELECTION OF DIRECTOR: ERIC E. PARSONS For For Management 2 RATIFY THE APPOINTMENT OF THE For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 1A. ELECTION OF DIRECTOR: VIRGINIA L. For For Management ANDERSON 1B. ELECTION OF DIRECTOR: RANJANA B. CLARK For For Management 1C. ELECTION OF DIRECTOR: TIMOTHY A. HOLT For For Management 1D. ELECTION OF DIRECTOR: KEVIN M. MURAI For For Management 1E. ELECTION OF DIRECTOR: ERIC E. PARSONS For For Management 2 RATIFY THE APPOINTMENT OF THE For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 1A. ELECTION OF DIRECTOR: VIRGINIA L. For For Management ANDERSON 1B. ELECTION OF DIRECTOR: RANJANA B. CLARK For For Management 1C. ELECTION OF DIRECTOR: TIMOTHY A. HOLT For For Management 1D. ELECTION OF DIRECTOR: KEVIN M. MURAI For For Management 1E. ELECTION OF DIRECTOR: ERIC E. PARSONS For For Management 2 RATIFY THE APPOINTMENT OF THE For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 1A. ELECTION OF DIRECTOR: VIRGINIA L. For For Management ANDERSON 1B. ELECTION OF DIRECTOR: RANJANA B. CLARK For For Management 1C. ELECTION OF DIRECTOR: TIMOTHY A. HOLT For For Management 1D. ELECTION OF DIRECTOR: KEVIN M. MURAI For For Management 1E. ELECTION OF DIRECTOR: ERIC E. PARSONS For For Management 2 RATIFY THE APPOINTMENT OF THE For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 1A. ELECTION OF DIRECTOR: VIRGINIA L. For For Management ANDERSON 1B. ELECTION OF DIRECTOR: RANJANA B. CLARK For For Management 1C. ELECTION OF DIRECTOR: TIMOTHY A. HOLT For For Management 1D. ELECTION OF DIRECTOR: KEVIN M. MURAI For For Management 1E. ELECTION OF DIRECTOR: ERIC E. PARSONS For For Management 2 RATIFY THE APPOINTMENT OF THE For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 1A. ELECTION OF DIRECTOR: VIRGINIA L. For For Management ANDERSON 1B. ELECTION OF DIRECTOR: RANJANA B. CLARK For For Management 1C. ELECTION OF DIRECTOR: TIMOTHY A. HOLT For For Management 1D. ELECTION OF DIRECTOR: KEVIN M. MURAI For For Management 1E. ELECTION OF DIRECTOR: ERIC E. PARSONS For For Management 2 RATIFY THE APPOINTMENT OF THE For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 1A. ELECTION OF DIRECTOR: VIRGINIA L. For For Management ANDERSON 1B. ELECTION OF DIRECTOR: RANJANA B. CLARK For For Management 1C. ELECTION OF DIRECTOR: TIMOTHY A. HOLT For For Management 1D. ELECTION OF DIRECTOR: KEVIN M. MURAI For For Management 1E. ELECTION OF DIRECTOR: ERIC E. PARSONS For For Management 2 RATIFY THE APPOINTMENT OF THE For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 1A. ELECTION OF DIRECTOR: VIRGINIA L. For For Management ANDERSON 1B. ELECTION OF DIRECTOR: RANJANA B. CLARK For For Management 1C. ELECTION OF DIRECTOR: TIMOTHY A. HOLT For For Management 1D. ELECTION OF DIRECTOR: KEVIN M. MURAI For For Management 1E. ELECTION OF DIRECTOR: ERIC E. PARSONS For For Management 2 RATIFY THE APPOINTMENT OF THE For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. 1A. ELECTION OF DIRECTOR: VIRGINIA L. For For Management ANDERSON 1B. ELECTION OF DIRECTOR: RANJANA B. CLARK For For Management 1C. ELECTION OF DIRECTOR: TIMOTHY A. HOLT For For Management 1D. ELECTION OF DIRECTOR: KEVIN M. MURAI For For Management 1E. ELECTION OF DIRECTOR: ERIC E. PARSONS For For Management 2 RATIFY THE APPOINTMENT OF THE For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY APPROVAL OF EXECUTIVE For For Management COMPENSATION. -------------------------------------------------------------------------------- STANDARD CHARTERED PLC, LONDON Ticker: Security ID: G84228157 Meeting Date: MAY 06, 2015 Meeting Type: Annual General Meeting Record Date: APR 01, 2015 # Proposal Mgt Rec Vote Cast Sponsor CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT M Note Non Management TO MEETING ID 439684 DUE TO DELETION Votable OF RESOLUTION. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. 1 TO RECEIVE THE COMPANY'S ANNUAL REPORT For For Management AND ACCOUNTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2014 TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITORS 2 TO DECLARE A FINAL DIVIDEND OF 57.20 For For Management US CENTS PER ORDINARY SHARE FOR THE YEAR ENDED 31 DECEMBER 2014 3 TO APPROVE THE ANNUAL REPORT ON For For Management REMUNERATION FOR THE YEAR ENDED 31 DECEMBER 2014 4 TO ELECT DR BYRON GROTE WHO HAS BEEN For For Management APPOINTED AS A NON-EXECUTIVE DIRECTOR BY THE BOARD SINCE THE LAST AGM OF THE COMPANY 5 TO ELECT ANDY HALFORD WHO HAS BEEN For For Management APPOINTED AS AN EXECUTIVE DIRECTOR BY THE BOARD SINCE THE LAST AGM OF THE COMPANY 6 TO ELECT GAY HUEY EVANS WHO HAS BEEN For For Management APPOINTED AS A NON-EXECUTIVE DIRECTOR BY THE BOARD SINCE THE LAST AGM OF THE COMPANY 7 TO ELECT JASMINE WHITBREAD WHO HAS For For Management BEEN APPOINTED AS A NON-EXECUTIVE DIRECTOR BY THE BOARD SINCE THE LAST AGM OF THE COMPANY 8 TO RE-ELECT OM BHATT, A NON-EXECUTIVE For For Management DIRECTOR 9 TO RE-ELECT DR KURT CAMPBELL, A For For Management NON-EXECUTIVE DIRECTOR 10 TO RE-ELECT DR LOUIS CHEUNG, A For For Management NON-EXECUTIVE DIRECTOR 11 TO RE-ELECT DR HAN SEUNG-SOO, KBE, A For For Management NON-EXECUTIVE DIRECTOR 12 TO RE-ELECT CHRISTINE HODGSON, A For For Management NON-EXECUTIVE DIRECTOR 13 TO RE-ELECT NAGUIB KHERAJ, A For For Management NON-EXECUTIVE DIRECTOR 14 TO RE-ELECT SIMON LOWTH, A For For Management NON-EXECUTIVE DIRECTOR 15 TO RE-ELECT RUTH MARKLAND, A For For Management NON-EXECUTIVE DIRECTOR 16 TO RE-ELECT SIR JOHN PEACE, AS CHAIRMAN For For Management 17 TO RE-ELECT MIKE REES, AN EXECUTIVE For For Management DIRECTOR 18 TO RE-ELECT V SHANKAR, AN EXECUTIVE For Abstain Management DIRECTOR 19 TO RE-ELECT PAUL SKINNER, CBE, A For For Management NON-EXECUTIVE DIRECTOR 20 TO RE-ELECT DR LARS THUNELL, A For For Management NON-EXECUTIVE DIRECTOR 21 TO APPOINT KPMG LLP AS AUDITOR TO THE For No Management COMPANY FROM THE END OF THE AGM UNTIL THE END OF NEXT YEARS AGM 22 TO AUTHORISE THE BOARD TO SET THE For For Management AUDITORS FEES 23 TO AUTHORISE THE COMPANY AND ITS For For Management SUBSIDIARIES TO MAKE POLITICAL DONATIONS 24 TO AUTHORISE THE BOARD TO ALLOT SHARES For For Management 25 TO EXTEND THE AUTHORITY TO ALLOT For For Management SHARES BY SUCH NUMBER OF SHARES REPURCHASED BY THE COMPANY UNDER THE AUTHORITY GRANTED PURSUANT TO RESOLUTION 29 26 TO AUTHORISE THE BOARD TO ALLOT SHARES For For Management AND GRANT RIGHTS TO SUBSCRIBE FOR OR TO CONVERT ANY SECURITY INTO SHARES (SEE NOM FOR FULL RESOLUTION) 27 TO AUTHORISE THE BOARD TO DISAPPLY For For Management PRE-EMPTION RIGHTS IN RELATION TO THE AUTHORITY GRANTED PURSUANT TO RESOLUTION 24 28 TO AUTHORISE THE BOARD TO DISAPPLY For For Management PRE-EMPTION RIGHTS IN RELATION TO THE AUTHORITY GRANTED PURSUANT TO RESOLUTION 26 29 TO AUTHORISE THE COMPANY TO PURCHASE For For Management ITS OWN ORDINARY SHARES 30 TO AUTHORISE THE COMPANY TO PURCHASE For For Management ITS OWN PREFERENCE SHARES 31 THAT A GENERAL MEETING OTHER THAN AN For No Management ANNUAL GENERAL MEETING MAY BE CALLED ON NOT LESS THAN 14 CLEAR DAYS NOTICE -------------------------------------------------------------------------------- STANLEY BLACK & DECKER, INC. Ticker: SWK Security ID: 854502101 Meeting Date: APR 16, 2015 Meeting Type: Annual Record Date: FEB 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE THE SELECTION OF ERNST & YOUNG For No Management LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE COMPANY'S 2015 FISCAL YEAR. 3 APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF THE COMPANYS NAMED EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE THE SELECTION OF ERNST & YOUNG For No Management LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE COMPANY'S 2015 FISCAL YEAR. 3 APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF THE COMPANYS NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------- STANLEY BLACK & DECKER, INC. Ticker: SWK Security ID: 854502101 Meeting Date: APR 16, 2015 Meeting Type: Annual Record Date: FEB 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 DIRECTOR-ANDREA J. AYERS For For Management 1.2 DIRECTOR-GEORGE W. BUCKLEY For For Management 1.3 DIRECTOR-PATRICK D. CAMPBELL For For Management 1.4 DIRECTOR-CARLOS M. CARDOSO For For Management 1.5 DIRECTOR-ROBERT B. COUTTS For For Management 1.6 DIRECTOR-DEBRA A. CREW For For Management 1.7 DIRECTOR-BENJAMIN H. GRISWOLD IV For For Management 1.8 DIRECTOR-ANTHONY LUISO For For Management 1.9 DIRECTOR-JOHN F. LUNDGREN For For Management 1.10 DIRECTOR-MARIANNE M. PARRS For For Management 1.11 DIRECTOR-ROBERT L. RYAN For For Management 2 APPROVE THE SELECTION OF ERNST & YOUNG For For Management LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE COMPANY'S 2015 FISCAL YEAR. 3 APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF THE COMPANYS NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------- STAPLES, INC. Ticker: SPLS Security ID: 855030102 Meeting Date: JUN 01, 2015 Meeting Type: Annual Record Date: APR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: BASIL L. ANDERSON For For Management 1B. ELECTION OF DIRECTOR: DREW G. FAUST For For Management 1C. ELECTION OF DIRECTOR: PAUL-HENRI For For Management FERRAND 1D. ELECTION OF DIRECTOR: KUNAL S. KAMLANI For For Management 1E. ELECTION OF DIRECTOR: CAROL MEYROWITZ For For Management 1F. ELECTION OF DIRECTOR: ROWLAND T. For For Management MORIARTY 1G. ELECTION OF DIRECTOR: RONALD L. SARGENT For For Management 1H. ELECTION OF DIRECTOR: ROBERT E. For For Management SULENTIC 1I. ELECTION OF DIRECTOR: RAUL VAZQUEZ For For Management 1J. ELECTION OF DIRECTOR: VIJAY VISHWANATH For For Management 1K. ELECTION OF DIRECTOR: PAUL F. WALSH For For Management 2 APPROVAL OF AN AMENDMENT TO THE 2012 For For Management EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF ERNST & YOUNG LLP AS STAPLES' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL YEAR. 5 NON-BINDING STOCKHOLDER PROPOSAL No For Management REGARDING SENIOR EXECUTIVE SEVERANCE AGREEMENTS. 6 NON-BINDING STOCKHOLDER PROPOSAL No For Management REGARDING INDEPENDENT BOARD CHAIRMAN. 1A. ELECTION OF DIRECTOR: BASIL L. ANDERSON For For Management 1B. ELECTION OF DIRECTOR: DREW G. FAUST For For Management 1C. ELECTION OF DIRECTOR: PAUL-HENRI For For Management FERRAND 1D. ELECTION OF DIRECTOR: KUNAL S. KAMLANI For For Management 1E. ELECTION OF DIRECTOR: CAROL MEYROWITZ For For Management 1F. ELECTION OF DIRECTOR: ROWLAND T. For For Management MORIARTY 1G. ELECTION OF DIRECTOR: RONALD L. SARGENT For For Management 1H. ELECTION OF DIRECTOR: ROBERT E. For For Management SULENTIC 1I. ELECTION OF DIRECTOR: RAUL VAZQUEZ For For Management 1J. ELECTION OF DIRECTOR: VIJAY VISHWANATH For For Management 1K. ELECTION OF DIRECTOR: PAUL F. WALSH For For Management 2 APPROVAL OF AN AMENDMENT TO THE 2012 For For Management EMPLOYEE STOCK PURCHASE PLAN. 3 APPROVAL, ON AN ADVISORY BASIS, OF For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION BY THE For No Management AUDIT COMMITTEE OF ERNST & YOUNG LLP AS STAPLES' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL YEAR. 5 NON-BINDING STOCKHOLDER PROPOSAL No For Management REGARDING SENIOR EXECUTIVE SEVERANCE AGREEMENTS. 6 NON-BINDING STOCKHOLDER PROPOSAL No For Management REGARDING INDEPENDENT BOARD CHAIRMAN. -------------------------------------------------------------------------------- STATE STREET CORPORATION Ticker: STT Security ID: 857477103 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1A. ELECTION OF DIRECTOR: J. ALMEIDA For For Management 1B. ELECTION OF DIRECTOR: K. BURNES For For Management 1C. ELECTION OF DIRECTOR: P. DE For For Management SAINT-AIGNAN 1D. ELECTION OF DIRECTOR: A. FAWCETT For For Management 1E. ELECTION OF DIRECTOR: W. FREDA For For Management 1F. ELECTION OF DIRECTOR: L. HILL For For Management 1G. ELECTION OF DIRECTOR: J. HOOLEY For For Management 1H. ELECTION OF DIRECTOR: R. KAPLAN For For Management 1I. ELECTION OF DIRECTOR: R. SERGEL For For Management 1J. ELECTION OF DIRECTOR: R. SKATES For For Management 1K. ELECTION OF DIRECTOR: G. SUMME For For Management 1L. ELECTION OF DIRECTOR: T. WILSON For For Management 2 TO APPROVE AN ADVISORY PROPOSAL ON For For Management EXECUTIVE COMPENSATION. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. -------------------------------------------------------------------------------- STEEL DYNAMICS, INC. Ticker: STLD Security ID: 858119100 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO APPROVE THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS STEEL DYNAMICS INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR 2015. 3 TO APPROVE THE STEEL DYNAMICS, INC. For For Management 2015 EQUITY INCENTIVE PLAN. 4 TO APPROVE, BY AN ADVISORY VOTE, NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO APPROVE THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS STEEL DYNAMICS INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR 2015. 3 TO APPROVE THE STEEL DYNAMICS, INC. For For Management 2015 EQUITY INCENTIVE PLAN. 4 TO APPROVE, BY AN ADVISORY VOTE, NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO APPROVE THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS STEEL DYNAMICS INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR 2015. 3 TO APPROVE THE STEEL DYNAMICS, INC. For For Management 2015 EQUITY INCENTIVE PLAN. 4 TO APPROVE, BY AN ADVISORY VOTE, NAMED For For Management EXECUTIVE OFFICER COMPENSATION. -------------------------------------------------------------------------------- STRYKER CORPORATION Ticker: SYK Security ID: 863667101 Meeting Date: APR 29, 2015 Meeting Type: Annual Record Date: MAR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: HOWARD E. COX, For No Management JR. 1B. ELECTION OF DIRECTOR: SRIKANT M. For No Management DATAR, PH.D. 1C. ELECTION OF DIRECTOR: ROCH DOLIVEUX, For For Management DVM 1D. ELECTION OF DIRECTOR: LOUISE L. For For Management FRANCESCONI 1E. ELECTION OF DIRECTOR: ALLAN C. GOLSTON For No Management 1F. ELECTION OF DIRECTOR: KEVIN A. LOBO For For Management 1G. ELECTION OF DIRECTOR: WILLIAM U. PARFET For For Management 1H. ELECTION OF DIRECTOR: ANDREW K. For No Management SILVERNAIL 1I. ELECTION OF DIRECTOR: RONDA E. STRYKER For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 APPROVAL, IN AN ADVISORY VOTE, OF THE For For Management COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION. 1A. ELECTION OF DIRECTOR: HOWARD E. COX, For No Management JR. 1B. ELECTION OF DIRECTOR: SRIKANT M. For No Management DATAR, PH.D. 1C. ELECTION OF DIRECTOR: ROCH DOLIVEUX, For For Management DVM 1D. ELECTION OF DIRECTOR: LOUISE L. For For Management FRANCESCONI 1E. ELECTION OF DIRECTOR: ALLAN C. GOLSTON For No Management 1F. ELECTION OF DIRECTOR: KEVIN A. LOBO For For Management 1G. ELECTION OF DIRECTOR: WILLIAM U. PARFET For For Management 1H. ELECTION OF DIRECTOR: ANDREW K. For No Management SILVERNAIL 1I. ELECTION OF DIRECTOR: RONDA E. STRYKER For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 APPROVAL, IN AN ADVISORY VOTE, OF THE For For Management COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION. 1A. ELECTION OF DIRECTOR: HOWARD E. COX, For No Management JR. 1B. ELECTION OF DIRECTOR: SRIKANT M. For No Management DATAR, PH.D. 1C. ELECTION OF DIRECTOR: ROCH DOLIVEUX, For For Management DVM 1D. ELECTION OF DIRECTOR: LOUISE L. For For Management FRANCESCONI 1E. ELECTION OF DIRECTOR: ALLAN C. GOLSTON For No Management 1F. ELECTION OF DIRECTOR: KEVIN A. LOBO For For Management 1G. ELECTION OF DIRECTOR: WILLIAM U. PARFET For For Management 1H. ELECTION OF DIRECTOR: ANDREW K. For No Management SILVERNAIL 1I. ELECTION OF DIRECTOR: RONDA E. STRYKER For For Management 2 RATIFY THE APPOINTMENT OF ERNST & For No Management YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 APPROVAL, IN AN ADVISORY VOTE, OF THE For For Management COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION. -------------------------------------------------------------------------------- SUMITOMO MITSUI FINANCIAL GROUP,INC. Ticker: Security ID: J7771X109 Meeting Date: JUN 26, 2015 Meeting Type: Annual General Meeting Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Appropriation of Surplus For For Management 2 Amend Articles to: Revise Directors For For Management with Title, Approve Minor Revisions, Adopt Reduction of Liability System for Non-Executive Directors and Corporate Auditors 3.1 Appoint a Director Oku, Masayuki For For Management 3.2 Appoint a Director Kunibe, Takeshi For No Management 3.3 Appoint a Director Ito, Yujiro For No Management 3.4 Appoint a Director Ogino, Kozo For No Management 3.5 Appoint a Director Teramoto, Toshiyuki For No Management 3.6 Appoint a Director Tanizaki, Katsunori For No Management 3.7 Appoint a Director Nomura, Kuniaki For For Management 3.8 Appoint a Director Arthur M. Mitchell For For Management 3.9 Appoint a Director Kono, Masaharu For For Management 3.1 Appoint a Director Sakurai, Eriko For For Management 4 Appoint a Corporate Auditor Mikami, For No Management Toru 5 Amend the Compensation to be received For For Management by Directors -------------------------------------------------------------------------------- SUNTRUST BANKS, INC. Ticker: STI Security ID: 867914103 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: FEB 19, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: ROBERT M. BEALL, For For Management II 1B. ELECTION OF DIRECTOR: PAUL R. GARCIA For For Management 1C. ELECTION OF DIRECTOR: DAVID H. HUGHES For For Management 1D. ELECTION OF DIRECTOR: M. DOUGLAS For For Management IVESTER 1E. ELECTION OF DIRECTOR: KYLE PRECHTL LEGG For For Management 1F. ELECTION OF DIRECTOR: WILLIAM A. For For Management LINNENBRINGER 1G. ELECTION OF DIRECTOR: DONNA S. MOREA For For Management 1H. ELECTION OF DIRECTOR: DAVID M. For For Management RATCLIFFE 1I. ELECTION OF DIRECTOR: WILLIAM H. For For Management ROGERS, JR. 1J. ELECTION OF DIRECTOR: FRANK P. For For Management SCRUGGS, JR. 1K. ELECTION OF DIRECTOR: THOMAS R. WATJEN For For Management 1L. ELECTION OF DIRECTOR: DR. PHAIL WYNN, For For Management JR. 2 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPANY'S EXECUTIVE COMPENSATION. 3 TO RATIFY THE APPOINTMENT OF ERNST & For For Management YOUNG LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 4 SHAREHOLDER PROPOSAL REGARDING No For Management RECOUPMENT DISCLOSURE. 1A. ELECTION OF DIRECTOR: ROBERT M. BEALL, For For Management II 1B. ELECTION OF DIRECTOR: PAUL R. GARCIA For For Management 1C. ELECTION OF DIRECTOR: DAVID H. HUGHES For For Management 1D. ELECTION OF DIRECTOR: M. DOUGLAS For For Management IVESTER 1E. ELECTION OF DIRECTOR: KYLE PRECHTL LEGG For For Management 1F. ELECTION OF DIRECTOR: WILLIAM A. For For Management LINNENBRINGER 1G. ELECTION OF DIRECTOR: DONNA S. MOREA For For Management 1H. ELECTION OF DIRECTOR: DAVID M. For For Management RATCLIFFE 1I. ELECTION OF DIRECTOR: WILLIAM H. For For Management ROGERS, JR. 1J. ELECTION OF DIRECTOR: FRANK P. For For Management SCRUGGS, JR. 1K. ELECTION OF DIRECTOR: THOMAS R. WATJEN For For Management 1L. ELECTION OF DIRECTOR: DR. PHAIL WYNN, For For Management JR. 2 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPANY'S EXECUTIVE COMPENSATION. 3 TO RATIFY THE APPOINTMENT OF ERNST & For For Management YOUNG LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 4 SHAREHOLDER PROPOSAL REGARDING No For Management RECOUPMENT DISCLOSURE. 1A. ELECTION OF DIRECTOR: ROBERT M. BEALL, For For Management II 1B. ELECTION OF DIRECTOR: PAUL R. GARCIA For For Management 1C. ELECTION OF DIRECTOR: DAVID H. HUGHES For For Management 1D. ELECTION OF DIRECTOR: M. DOUGLAS For For Management IVESTER 1E. ELECTION OF DIRECTOR: KYLE PRECHTL LEGG For For Management 1F. ELECTION OF DIRECTOR: WILLIAM A. For For Management LINNENBRINGER 1G. ELECTION OF DIRECTOR: DONNA S. MOREA For For Management 1H. ELECTION OF DIRECTOR: DAVID M. For For Management RATCLIFFE 1I. ELECTION OF DIRECTOR: WILLIAM H. For For Management ROGERS, JR. 1J. ELECTION OF DIRECTOR: FRANK P. For For Management SCRUGGS, JR. 1K. ELECTION OF DIRECTOR: THOMAS R. WATJEN For For Management 1L. ELECTION OF DIRECTOR: DR. PHAIL WYNN, For For Management JR. 2 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPANY'S EXECUTIVE COMPENSATION. 3 TO RATIFY THE APPOINTMENT OF ERNST & For For Management YOUNG LLP AS OUR INDEPENDENT AUDITOR FOR 2015. 4 SHAREHOLDER PROPOSAL REGARDING No For Management RECOUPMENT DISCLOSURE. -------------------------------------------------------------------------------- SWEDBANK AB, STOCKHOLM Ticker: Security ID: W9423X102 Meeting Date: MAR 26, 2015 Meeting Type: Annual General Meeting Record Date: MAR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor CMMT THE BOARD MAKES NO RECOMMENDATION ON M Note Non Management RESOLUTIONS 20 TO 25. STANDING Votable INSTRUCTIONS HAVE BEEN DISABLED FOR THIS MEETING. THANK YOU. CMMT IMPORTANT MARKET PROCESSING M Note Non Management REQUIREMENT: A BENEFICIAL OWNER SIGNED Votable POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUE CMMT MARKET RULES REQUIRE DISCLOSURE OF M Note Non Management BENEFICIAL OWNER INFORMATION FOR ALL Votable VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE R CMMT AN ABSTAIN VOTE CAN HAVE THE SAME M Note Non Management EFFECT AS AN AGAINST VOTE IF THE Votable MEETING REQUIRE APPROVAL FROM MAJORITY OF PARTICIPANTS TO PASS A RESOLUTION 1 OPENING OF THE MEETING AND ADDRESS BY M Note Non Management THE CHAIR OF THE BOARD OF DIRECTORS Votable 2 ELECTION OF THE MEETING CHAIR: M Note Non Management COUNSEL(SW.ADVOKAT) CLAES ZETTERMARCK Votable 3 PREPARATION AND APPROVAL OF THE VOTING M Note Non Management LIST Votable 4 APPROVAL OF THE AGENDA M Note Non Management Votable 5 ELECTION OF TWO PERSONS TO VERIFY THE M Note Non Management MINUTES Votable 6 DECISION WHETHER THE MEETING HAS BEEN M Note Non Management DULY CONVENED Votable 7.a PRESENTATION OF THE ANNUAL REPORT AND M Note Non Management THE CONSOLIDATED ACCOUNTS FOR THE Votable FINANCIAL YEAR 2014 7.b PRESENTATION OF THE AUDITOR'S REPORTS M Note Non Management FOR THE BANK AND THE GROUP FOR THE Votable FINANCIAL YEAR 2014 7.c ADDRESS BY THE CEO M Note Non Management Votable 8 ADOPTION OF THE PROFIT AND LOSS M Note Non Management ACCOUNT AND BALANCE SHEET OF THE BANK Votable AND THE CONSOLIDATED PROFIT AND LOSS ACCOUNT AND CONSOLIDATED BALANCE SHEET FOR THE FINANCIAL YEAR 2014 9 APPROVAL OF THE ALLOCATION OF THE For For Management BANK'S PROFIT IN ACCORDANCE WITH THE ADOPTED BALANCE SHEET AS WELL AS DECISION ON THE RECORD DATE FOR DIVIDENDS: A DIVIDEND OF SEK 11.35 FOR EACH SHARE IS PROPOSED 10 DECISION WHETHER TO DISCHARGE THE For For Management MEMBERS OF THE BOARD OF DIRECTORS AND THE CEO FROM LIABILITY 11 DETERMINATION OF THE NUMBER OF BOARD For For Management MEMBERS: NINE 12 DETERMINATION OF THE REMUNERATION TO For For Management THE BOARD MEMBERS AND THE AUDITOR 13 ELECTION OF THE BOARD MEMBERS AND THE For For Management CHAIR: THE NOMINATION COMMITTEE PROPOSES, FOR THE PERIOD UNTIL THE CLOSE OF THE NEXT AGM, THAT ALL BOARD MEMBERS ARE RE-ELECTED, I.E.: ULRIKA FRANCKE, GORAN HEDMAN, LARS IDERMARK, ANDERS IGEL, PIA RUDENGREN, ANDERS SU 14 DECISION ON THE NOMINATION COMMITTEE For For Management 15 DECISION ON THE GUIDELINES FOR For For Management REMUNERATION TO TOP EXECUTIVES 16 DECISION TO ACQUIRE OWN SHARES IN For For Management ACCORDANCE WITH THE SECURITIES MARKET ACT 17 DECISION ON AUTHORIZATION FOR THE For For Management BOARD OF DIRECTORS TO DECIDE ON ACQUISITIONS OF OWN SHARES IN ADDITION TO WHAT IS STATED IN ITEM 16 18 DECISION ON AUTHORIZATION FOR THE For For Management BOARD OF DIRECTORS TO DECIDE ON ISSUANCE OF CONVERTIBLES 19.a PERFORMANCE AND SHARE BASED For For Management REMUNERATION PROGRAMS FOR 2015: APPROVAL OF THE RESOLUTION OF THE BOARD OF DIRECTORS ON A COMMON PROGRAM (EKEN 2015") " 19.b PERFORMANCE AND SHARE BASED For For Management REMUNERATION PROGRAMS FOR 2015: APPROVAL OF THE RESOLUTION OF THE BOARD OF DIRECTORS OF SWEDBANK REGARDING DEFERRED VARIABLE REMUNERATION IN THE FORM OF SHARES (OR ANOTHER FINANCIAL INSTRUMENT IN THE BANK) UNDER THE INDIVIDUAL 19.c PERFORMANCE AND SHARE BASED For For Management REMUNERATION PROGRAMS FOR 2015: DECISION REGARDING TRANSFER OF OWN SHARES 20 MATTER SUBMITTED BY THE SHAREHOLDER For No Management THORWALD ARVIDSSON REGARDING SUGGESTED PROPOSAL ON AN EXAMINATION THROUGH A SPECIAL EXAMINER IN ACCORDANCE WITH CHAPTER 10, SECTION 21 OF THE COMPANIES ACT: THE SHAREHOLDER THORWALD ARVIDSSON PROPOSES THAT THE AGM RESOL 21 MATTER SUBMITTED BY THE SHAREHOLDER For No Management THORWALD ARVIDSSON REGARDING SUGGESTED PROPOSAL ON AN EXAMINATION THROUGH A SPECIAL EXAMINER IN ACCORDANCE WITH CHAPTER 10, SECTION 21 OF THE COMPANIES ACT: THE SHAREHOLDER THORWALD ARVIDSSON PROPOSES THAT THE AGM RESOL 22 MATTER SUBMITTED BY THE SHAREHOLDER For No Management THORWALD ARVIDSSON REGARDING SUGGESTED PROPOSAL TO HIRE AN ECONOMY HISTORIAN 23 MATTER SUBMITTED BY THE SHAREHOLDER For No Management THORWALD ARVIDSSON REGARDING SUGGESTED PROPOSAL TO FORM A SHAREHOLDERS' ASSOCIATION 24 MATTER SUBMITTED BY THE SHAREHOLDER For No Management THORWALD ARVIDSSON REGARDING SUGGESTED PROPOSAL TO ACQUIRE A PRIVATE JET 25 MATTER SUBMITTED BY THE SHAREHOLDER For No Management GORAN WESTMAN REGARDING SUGGESTED PROPOSAL TO IMPLEMENT THE LEAN-CONCEPT 26 CLOSING OF THE MEETING M Note Non Management Votable CMMT 04 MAR 2015: PLEASE NOTE THAT THIS IS M Note Non Management A REVISION DUE TO MODIFICATION IN TEXT Votable OF RESOLUTIONS 20 AND 21. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------- SYMETRA FINANCIAL CORPORATION Ticker: SYA Security ID: 87151Q106 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 ELECTION OF DIRECTOR: SANDER M. LEVY For For Management 1.2 ELECTION OF DIRECTOR: LOWNDES A. SMITH For For Management 2 ADVISORY VOTE TO APPROVE THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF ERNST & YOUNG LLP AS For For Management THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 1.1 ELECTION OF DIRECTOR: SANDER M. LEVY For For Management 1.2 ELECTION OF DIRECTOR: LOWNDES A. SMITH For For Management 2 ADVISORY VOTE TO APPROVE THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF ERNST & YOUNG LLP AS For For Management THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 1.1 ELECTION OF DIRECTOR: SANDER M. LEVY For For Management 1.2 ELECTION OF DIRECTOR: LOWNDES A. SMITH For For Management 2 ADVISORY VOTE TO APPROVE THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF ERNST & YOUNG LLP AS For For Management THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 1.1 ELECTION OF DIRECTOR: SANDER M. LEVY For For Management 1.2 ELECTION OF DIRECTOR: LOWNDES A. SMITH For For Management 2 ADVISORY VOTE TO APPROVE THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF ERNST & YOUNG LLP AS For For Management THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 1.1 ELECTION OF DIRECTOR: SANDER M. LEVY For For Management 1.2 ELECTION OF DIRECTOR: LOWNDES A. SMITH For For Management 2 ADVISORY VOTE TO APPROVE THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF ERNST & YOUNG LLP AS For For Management THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 1.1 ELECTION OF DIRECTOR: SANDER M. LEVY For For Management 1.2 ELECTION OF DIRECTOR: LOWNDES A. SMITH For For Management 2 ADVISORY VOTE TO APPROVE THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF ERNST & YOUNG LLP AS For For Management THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. -------------------------------------------------------------------------------- SYNAPTICS INCORPORATED Ticker: SYNA Security ID: 87157D109 Meeting Date: OCT 21, 2014 Meeting Type: Annual Record Date: AUG 29, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 ELECTION OF DIRECTOR: FRANCIS F. LEE For No Management 1.2 ELECTION OF DIRECTOR: NELSON C. CHAN For For Management 1.3 ELECTION OF DIRECTOR: RICHARD L. For For Management SANQUINI 2 PROPOSAL TO PROVIDE A NON-BINDING For For Management ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS FOR FISCAL 2014 (SAY-ON-PAY"). " 3 PROPOSAL TO RATIFY THE APPOINTMENT OF For No Management KPMG LLP, AN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS THE COMPANY'S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING JUNE 27, 2015. 1.1 ELECTION OF DIRECTOR: FRANCIS F. LEE For No Management 1.2 ELECTION OF DIRECTOR: NELSON C. CHAN For For Management 1.3 ELECTION OF DIRECTOR: RICHARD L. For For Management SANQUINI 2 PROPOSAL TO PROVIDE A NON-BINDING For For Management ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS FOR FISCAL 2014 (SAY-ON-PAY"). " 3 PROPOSAL TO RATIFY THE APPOINTMENT OF For No Management KPMG LLP, AN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS THE COMPANY'S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING JUNE 27, 2015. 1.1 ELECTION OF DIRECTOR: FRANCIS F. LEE For No Management 1.2 ELECTION OF DIRECTOR: NELSON C. CHAN For For Management 1.3 ELECTION OF DIRECTOR: RICHARD L. For For Management SANQUINI 2 PROPOSAL TO PROVIDE A NON-BINDING For For Management ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS FOR FISCAL 2014 (SAY-ON-PAY"). " 3 PROPOSAL TO RATIFY THE APPOINTMENT OF For No Management KPMG LLP, AN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS THE COMPANY'S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING JUNE 27, 2015. 1.1 ELECTION OF DIRECTOR: FRANCIS F. LEE For No Management 1.2 ELECTION OF DIRECTOR: NELSON C. CHAN For For Management 1.3 ELECTION OF DIRECTOR: RICHARD L. For For Management SANQUINI 2 PROPOSAL TO PROVIDE A NON-BINDING For For Management ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS FOR FISCAL 2014 (SAY-ON-PAY"). " 3 PROPOSAL TO RATIFY THE APPOINTMENT OF For No Management KPMG LLP, AN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS THE COMPANY'S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING JUNE 27, 2015. 1.1 ELECTION OF DIRECTOR: FRANCIS F. LEE For No Management 1.2 ELECTION OF DIRECTOR: NELSON C. CHAN For For Management 1.3 ELECTION OF DIRECTOR: RICHARD L. For For Management SANQUINI 2 PROPOSAL TO PROVIDE A NON-BINDING For For Management ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS FOR FISCAL 2014 (SAY-ON-PAY"). " 3 PROPOSAL TO RATIFY THE APPOINTMENT OF For No Management KPMG LLP, AN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS THE COMPANY'S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING JUNE 27, 2015. 1.1 ELECTION OF DIRECTOR: FRANCIS F. LEE For No Management 1.2 ELECTION OF DIRECTOR: NELSON C. CHAN For For Management 1.3 ELECTION OF DIRECTOR: RICHARD L. For For Management SANQUINI 2 PROPOSAL TO PROVIDE A NON-BINDING For For Management ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS FOR FISCAL 2014 (SAY-ON-PAY"). " 3 PROPOSAL TO RATIFY THE APPOINTMENT OF For No Management KPMG LLP, AN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS THE COMPANY'S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING JUNE 27, 2015. 1.1 ELECTION OF DIRECTOR: FRANCIS F. LEE For No Management 1.2 ELECTION OF DIRECTOR: NELSON C. CHAN For For Management 1.3 ELECTION OF DIRECTOR: RICHARD L. For For Management SANQUINI 2 PROPOSAL TO PROVIDE A NON-BINDING For For Management ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS FOR FISCAL 2014 (SAY-ON-PAY"). " 3 PROPOSAL TO RATIFY THE APPOINTMENT OF For No Management KPMG LLP, AN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS THE COMPANY'S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING JUNE 27, 2015. 1.1 ELECTION OF DIRECTOR: FRANCIS F. LEE For No Management 1.2 ELECTION OF DIRECTOR: NELSON C. CHAN For For Management 1.3 ELECTION OF DIRECTOR: RICHARD L. For For Management SANQUINI 2 PROPOSAL TO PROVIDE A NON-BINDING For For Management ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS FOR FISCAL 2014 (SAY-ON-PAY"). " 3 PROPOSAL TO RATIFY THE APPOINTMENT OF For No Management KPMG LLP, AN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS THE COMPANY'S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING JUNE 27, 2015. -------------------------------------------------------------------------------- SYNCHRONY FINANCIAL Ticker: SYF Security ID: 87165B103 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 26, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: MARGARET M. KEANE For For Management 1B. ELECTION OF DIRECTOR: WILLIAM H. CARY For For Management 1C. ELECTION OF DIRECTOR: DANIEL O. COLAO For For Management 1D. ELECTION OF DIRECTOR: ALEXANDER For For Management DIMITRIEF 1E. ELECTION OF DIRECTOR: ANNE KENNELLY For For Management KRATKY 1F. ELECTION OF DIRECTOR: DMITRI L. For For Management STOCKTON 1G. ELECTION OF DIRECTOR: ROY A. GUTHRIE For For Management 1H. ELECTION OF DIRECTOR: RICHARD C. For For Management HARTNACK 1I. ELECTION OF DIRECTOR: JEFFREY G. NAYLOR For For Management 2. ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 3. ADVISORY VOTE ON FREQUENCY OF THE VOTE 1 Year 1 Year Management TO APPROVE NAMED EXECUTIVE OFFICERS' COMPENSATION 4. APPROVAL OF THE SYNCHRONY FINANCIAL For For Management ANNUAL INCENTIVE PLAN 5. APPROVAL OF THE SYNCHRONY FINANCIAL For For Management 2014 LONG-TERM INCENTIVE PLAN 6. RATIFICATION OF SELECTION OF KPMG LLP For For Management AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR 2015 -------------------------------------------------------------------------------- SYNOPSYS, INC. Ticker: SNPS Security ID: 871607107 Meeting Date: APR 02, 2015 Meeting Type: Annual Record Date: FEB 04, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Aart J. de Geus For For Management 1.2 Elect Director Chi-Foon Chan For For Management 1.3 Elect Director Alfred Castino For For Management 1.4 Elect Director Janice D. Chaffin For For Management 1.5 Elect Director Bruce R. Chizen For For Management 1.6 Elect Director Deborah A. Coleman For For Management 1.7 Elect Director Chrysostomos L. 'Max' For For Management Nikias 1.8 Elect Director John Schwarz For For Management 1.9 Elect Director Roy Vallee For For Management 1.10 Elect Director Steven C. Walske For For Management 2 Amend Omnibus Stock Plan For Against Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify KMPG LLP as Auditors For For Management -------------------------------------------------------------------------------- TARGET CORPORATION Ticker: TGT Security ID: 87612E106 Meeting Date: JUN 10, 2015 Meeting Type: Annual Record Date: APR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: ROXANNE S. AUSTIN Unknown Abstain Management 1B. ELECTION OF DIRECTOR: DOUGLAS M. Unknown Abstain Management BAKER, JR. 1C. ELECTION OF DIRECTOR: BRIAN C. CORNELL Unknown Abstain Management 1D. ELECTION OF DIRECTOR: CALVIN DARDEN Unknown Abstain Management 1E. ELECTION OF DIRECTOR: HENRIQUE DE Unknown Abstain Management CASTRO 1F. ELECTION OF DIRECTOR: MARY E. MINNICK Unknown Abstain Management 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY Unknown Abstain Management 1H. ELECTION OF DIRECTOR: DERICA W. RICE Unknown Abstain Management 1I. ELECTION OF DIRECTOR: KENNETH L. Unknown Abstain Management SALAZAR 1J. ELECTION OF DIRECTOR: JOHN G. STUMPF Unknown Abstain Management 2. COMPANY PROPOSAL TO RATIFY THE Unknown Abstain Management APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3. COMPANY PROPOSAL TO APPROVE, ON AN Unknown Abstain Management ADVISORY BASIS, OUR EXECUTIVE COMPENSATION ("SAY-ON-PAY"). 4. COMPANY PROPOSAL TO APPROVE THE Unknown Abstain Management AMENDED AND RESTATED TARGET CORPORATION 2011 LONG-TERM INCENTIVE PLAN. 5. SHAREHOLDER PROPOSAL TO ADOPT A POLICY Unknown Abstain Shareholder FOR AN INDEPENDENT CHAIRMAN. 6. SHAREHOLDER PROPOSAL TO ADOPT A POLICY Unknown Abstain Shareholder PROHIBITING DISCRIMINATION "AGAINST" OR "FOR" PERSONS. -------------------------------------------------------------------------------- TATA MOTORS LIMITED Ticker: TTM Security ID: 876568502 Meeting Date: JUL 31, 2014 Meeting Type: Annual Record Date: JUN 23, 2014 # Proposal Mgt Rec Vote Cast Sponsor O1 APPROVAL OF THE AUDITED STATEMENT OF For For Management PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2014 AND THE BALANCE SHEET AS AT THAT DATE TOGETHER WITH THE REPORTS OF THE DIRECTORS AND THE AUDITORS THEREON. O2 APPROVAL OF THE DECLARATION OF A For For Management DIVIDEND ON ORDINARY SHARES AND 'A' ORDINARY SHARES, AS SET FORTH IN THE COMPANY'S NOTICE OF MEETING ENCLOSED HEREWITH. O3 APPROVAL OF THE APPOINTMENT OF For No Management DIRECTOR IN PLACE OF DR. RALF SPETH (DIN: 03318908), WHO RETIRES BY ROTATION AND IS ELIGIBLE FOR RE-APPOINTMENT, AS SET FORTH IN THE COMPANY'S NOTICE OF MEETING ENCLOSED HEREWITH. O4 APPROVAL OF THE APPOINTMENT OF For Abstain Management AUDITORS AND THEIR REMUNERATION, AS SET FORTH IN THE COMPANY'S NOTICE OF MEETING ENCLOSED HEREWITH. S5 APPROVAL OF THE APPOINTMENT OF MR. For No Management NUSLI WADIA (DIN: 00015731) AS AN INDEPENDENT DIRECTOR, AS SET FORTH IN THE COMPANY'S NOTICE OF MEETING ENCLOSED HEREWITH. S6 APPROVAL OF THE APPOINTMENT OF DR. For For Management RAGHUNATH MASHELKAR (DIN: 00074119) AS AN INDEPENDENT DIRECTOR, AS SET FORTH IN THE COMPANY'S NOTICE OF MEETING ENCLOSED HEREWITH. S7 APPROVAL OF THE APPOINTMENT OF MR. For No Management NASSER MUNJEE (DIN: 00010180) AS AN INDEPENDENT DIRECTOR, AS SET FORTH IN THE COMPANY'S NOTICE OF MEETING ENCLOSED HEREWITH. S8 APPROVAL OF THE APPOINTMENT OF MR. For No Management SUBODH BHARGAVA (DIN: 00035672) AS AN INDEPENDENT DIRECTOR, AS SET FORTH IN THE COMPANY'S NOTICE OF MEETING ENCLOSED HEREWITH. S9 APPROVAL OF THE APPOINTMENT OF MR. For For Management VINESHKUMAR JAIRATH (DIN: 00391684) AS AN INDEPENDENT DIRECTOR, AS SET FORTH IN THE COMPANY'S NOTICE OF MEETING ENCLOSED HEREWITH. S10 APPROVAL OF THE APPOINTMENT OF MS. For For Management FALGUNI S. NAYAR (DIN: 00003633) AS AN INDEPENDENT DIRECTOR, AS SET FORTH IN THE COMPANY'S NOTICE OF MEETING ENCLOSED HEREWITH. S11 APPROVAL OF THE PAYMENT OF For For Management REMUNERATION TO THE COST AUDITOR FOR THE FINANCIAL YEAR ENDING MARCH 31, 2015, AS SET FORTH IN THE COMPANY'S NOTICE OF MEETING ENCLOSED HEREWITH. S12 APPROVAL OF THE INVITATION AND For No Management ACCEPTANCE OF FIXED DEPOSITS FROM THE MEMBERS AND PUBLIC, AS SET FORTH IN THE COMPANY'S NOTICE OF MEETING ENCLOSED HEREWITH. O1 APPROVAL OF THE AUDITED STATEMENT OF For For Management PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2014 AND THE BALANCE SHEET AS AT THAT DATE TOGETHER WITH THE REPORTS OF THE DIRECTORS AND THE AUDITORS THEREON. O2 APPROVAL OF THE DECLARATION OF A For For Management DIVIDEND ON ORDINARY SHARES AND 'A' ORDINARY SHARES, AS SET FORTH IN THE COMPANY'S NOTICE OF MEETING ENCLOSED HEREWITH. O3 APPROVAL OF THE APPOINTMENT OF For No Management DIRECTOR IN PLACE OF DR. RALF SPETH (DIN: 03318908), WHO RETIRES BY ROTATION AND IS ELIGIBLE FOR RE-APPOINTMENT, AS SET FORTH IN THE COMPANY'S NOTICE OF MEETING ENCLOSED HEREWITH. O4 APPROVAL OF THE APPOINTMENT OF For Abstain Management AUDITORS AND THEIR REMUNERATION, AS SET FORTH IN THE COMPANY'S NOTICE OF MEETING ENCLOSED HEREWITH. S5 APPROVAL OF THE APPOINTMENT OF MR. For No Management NUSLI WADIA (DIN: 00015731) AS AN INDEPENDENT DIRECTOR, AS SET FORTH IN THE COMPANY'S NOTICE OF MEETING ENCLOSED HEREWITH. S6 APPROVAL OF THE APPOINTMENT OF DR. For For Management RAGHUNATH MASHELKAR (DIN: 00074119) AS AN INDEPENDENT DIRECTOR, AS SET FORTH IN THE COMPANY'S NOTICE OF MEETING ENCLOSED HEREWITH. S7 APPROVAL OF THE APPOINTMENT OF MR. For No Management NASSER MUNJEE (DIN: 00010180) AS AN INDEPENDENT DIRECTOR, AS SET FORTH IN THE COMPANY'S NOTICE OF MEETING ENCLOSED HEREWITH. S8 APPROVAL OF THE APPOINTMENT OF MR. For No Management SUBODH BHARGAVA (DIN: 00035672) AS AN INDEPENDENT DIRECTOR, AS SET FORTH IN THE COMPANY'S NOTICE OF MEETING ENCLOSED HEREWITH. S9 APPROVAL OF THE APPOINTMENT OF MR. For For Management VINESHKUMAR JAIRATH (DIN: 00391684) AS AN INDEPENDENT DIRECTOR, AS SET FORTH IN THE COMPANY'S NOTICE OF MEETING ENCLOSED HEREWITH. S10 APPROVAL OF THE APPOINTMENT OF MS. For For Management FALGUNI S. NAYAR (DIN: 00003633) AS AN INDEPENDENT DIRECTOR, AS SET FORTH IN THE COMPANY'S NOTICE OF MEETING ENCLOSED HEREWITH. S11 APPROVAL OF THE PAYMENT OF For For Management REMUNERATION TO THE COST AUDITOR FOR THE FINANCIAL YEAR ENDING MARCH 31, 2015, AS SET FORTH IN THE COMPANY'S NOTICE OF MEETING ENCLOSED HEREWITH. S12 APPROVAL OF THE INVITATION AND For No Management ACCEPTANCE OF FIXED DEPOSITS FROM THE MEMBERS AND PUBLIC, AS SET FORTH IN THE COMPANY'S NOTICE OF MEETING ENCLOSED HEREWITH. -------------------------------------------------------------------------------- TATA MOTORS LIMITED Ticker: TTM Security ID: 876568502 Meeting Date: JAN 19, 2015 Meeting Type: Consent Record Date: DEC 15, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVAL AND RATIFICATION FOR PAYMENT For For Management OF MINIMUM REMUNERATION TO MR. RAVINDRA PISHARODY, EXECUTIVE DIRECTOR (COMMERCIAL VEHICLES) DUE TO INADEQUACY OF PROFITS FOR FINANCIAL YEAR ENDED MARCH 31, 2014. 2 APPROVAL AND RATIFICATION FOR PAYMENT For For Management OF MINIMUM REMUNERATION TO MR. SATISH BORWANKAR, EXECUTIVE DIRECTOR (QUALITY) DUE TO INADEQUACY OF PROFITS FOR FINANCIAL YEAR ENDED MARCH 31, 2014. 3 APPROVAL AND RATIFICATION FOR PAYMENT For For Management OF MINIMUM REMUNERATION AND DEATH RELATED BENEFITS/COMPENSATION TO (LATE) MR. KARL SLYM, MANAGING DIRECTOR/HIS LEGAL HEIR, DUE TO INADEQUACY OF PROFITS FOR FINANCIAL YEAR ENDED MARCH 31, 2014. 4 APPROVAL FOR PAYMENT OF MINIMUM For For Management REMUNERATION TO MR. RAVINDRA PISHARODY, EXECUTIVE DIRECTOR (COMMERCIAL VEHICLES) IN CASE OF INADEQUACY OF PROFITS FOR FY 2014-15 AND FY 2015-16. 5 APPROVAL FOR PAYMENT OF MINIMUM For For Management REMUNERATION TO MR. SATISH BORWANKAR, EXECUTIVE DIRECTOR (QUALITY) IN CASE OF INADEQUACY OF PROFITS FOR FY 2014-15 AND FY 2015-16. 1 APPROVAL AND RATIFICATION FOR PAYMENT For For Management OF MINIMUM REMUNERATION TO MR. RAVINDRA PISHARODY, EXECUTIVE DIRECTOR (COMMERCIAL VEHICLES) DUE TO INADEQUACY OF PROFITS FOR FINANCIAL YEAR ENDED MARCH 31, 2014. 2 APPROVAL AND RATIFICATION FOR PAYMENT For For Management OF MINIMUM REMUNERATION TO MR. SATISH BORWANKAR, EXECUTIVE DIRECTOR (QUALITY) DUE TO INADEQUACY OF PROFITS FOR FINANCIAL YEAR ENDED MARCH 31, 2014. 3 APPROVAL AND RATIFICATION FOR PAYMENT For For Management OF MINIMUM REMUNERATION AND DEATH RELATED BENEFITS/COMPENSATION TO (LATE) MR. KARL SLYM, MANAGING DIRECTOR/HIS LEGAL HEIR, DUE TO INADEQUACY OF PROFITS FOR FINANCIAL YEAR ENDED MARCH 31, 2014. 4 APPROVAL FOR PAYMENT OF MINIMUM For For Management REMUNERATION TO MR. RAVINDRA PISHARODY, EXECUTIVE DIRECTOR (COMMERCIAL VEHICLES) IN CASE OF INADEQUACY OF PROFITS FOR FY 2014-15 AND FY 2015-16. 5 APPROVAL FOR PAYMENT OF MINIMUM For For Management REMUNERATION TO MR. SATISH BORWANKAR, EXECUTIVE DIRECTOR (QUALITY) IN CASE OF INADEQUACY OF PROFITS FOR FY 2014-15 AND FY 2015-16. -------------------------------------------------------------------------------- TATA MOTORS LIMITED Ticker: TTM Security ID: 876568502 Meeting Date: FEB 27, 2015 Meeting Type: Consent Record Date: FEB 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVAL FOR ISSUE OF ORDINARY AND 'A' For No Management ORDINARY SHARES THROUGH A RIGHT ISSUE 1 APPROVAL FOR ISSUE OF ORDINARY AND 'A' For No Management ORDINARY SHARES THROUGH A RIGHT ISSUE -------------------------------------------------------------------------------- TELEFON AB L.M.ERICSSON, STOCKHOLM Ticker: Security ID: W26049119 Meeting Date: APR 14, 2015 Meeting Type: Annual General Meeting Record Date: APR 08, 2015 # Proposal Mgt Rec Vote Cast Sponsor CMMT IMPORTANT MARKET PROCESSING M Note Non Management REQUIREMENT: A BENEFICIAL OWNER SIGNED Votable POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUE CMMT MARKET RULES REQUIRE DISCLOSURE OF M Note Non Management BENEFICIAL OWNER INFORMATION FOR ALL Votable VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE R CMMT AN ABSTAIN VOTE CAN HAVE THE SAME M Note Non Management EFFECT AS AN AGAINST VOTE IF THE Votable MEETING REQUIRE APPROVAL FROM MAJORITY OF PARTICIPANTS TO PASS A RESOLUTION. 1 ELECTION OF THE CHAIRMAN OF THE ANNUAL M Note Non Management GENERAL MEETING: ADVOKAT SVEN UNGER Votable 2 PREPARATION AND APPROVAL OF THE VOTING M Note Non Management LIST Votable 3 APPROVAL OF THE AGENDA OF THE ANNUAL M Note Non Management GENERAL MEETING Votable 4 DETERMINATION WHETHER THE ANNUAL M Note Non Management GENERAL MEETING HAS BEEN PROPERLY Votable CONVENED 5 ELECTION OF TWO PERSONS APPROVING THE M Note Non Management MINUTES Votable 6 PRESENTATION OF THE ANNUAL REPORT, THE M Note Non Management AUDITORS' REPORT, THE CONSOLIDATED Votable ACCOUNTS, THE AUDITORS' REPORT ON THE CONSOLIDATED ACCOUNTS AND THE AUDITOR'S REPORT WHETHER THE GUIDELINES FOR REMUNERATION TO GROUP MANAGEMENT HAVE BEEN COMPLIED WITH, AS WELL AS 7 THE PRESIDENT'S SPEECH AND QUESTIONS M Note Non Management FROM THE SHAREHOLDERS TO THE BOARD OF Votable DIRECTORS AND THE MANAGEMENT 8.1 RESOLUTIONS WITH RESPECT TO: ADOPTION For For Management OF THE INCOME STATEMENT AND THE BALANCE SHEET, THE CONSOLIDATED INCOME STATEMENT AND THE CONSOLIDATED BALANCE SHEET 8.2 RESOLUTIONS WITH RESPECT TO: DISCHARGE For For Management OF LIABILITY FOR THE MEMBERS OF THE BOARD OF DIRECTORS AND THE PRESIDENT 8.3 RESOLUTIONS WITH RESPECT TO: THE For For Management APPROPRIATION OF THE PROFIT IN ACCORDANCE WITH THE APPROVED BALANCE SHEET AND DETERMINATION OF THE RECORD DATE FOR DIVIDEND: SEK 3.40 PER SHARE 9.1 DETERMINATION OF THE NUMBER OF BOARD For For Management MEMBERS AND DEPUTIES OF THE BOARD OF DIRECTORS TO BE ELECTED BY THE ANNUAL GENERAL MEETING 9.2 DETERMINATION OF THE FEES PAYABLE TO For For Management MEMBERS OF THE BOARD OF DIRECTORS ELECTED BY THE ANNUAL GENERAL MEETING AND MEMBERS OF THE COMMITTEES OF THE BOARD OF DIRECTORS ELECTED BY THE ANNUAL GENERAL MEETING 9.3 RE-ELECTION OF THE CHAIRMAN OF THE For For Management BOARD OF DIRECTORS: LEIF JOHANSSON, ROXANNE S. AUSTIN, NORA DENZEL, BORJE EKHOLM, ALEXANDER IZOSIMOV, ULF J. JOHANSSON, KRISTIN SKOGEN LUND, HANS VESTBERG AND JACOB WALLENBERG, AND NEW ELECTION: ANDERS NYREN AND SUKHINDE 9.4 DETERMINATION OF THE FEES PAYABLE TO For For Management THE AUDITOR 9.5 DETERMINATION OF THE NUMBER OF AUDITORS For For Management 9.6 ELECTION OF AUDITOR: For For Management PRICEWATERHOUSECOOPERS AB 10 RESOLUTION ON THE GUIDELINES FOR For For Management REMUNERATION TO GROUP MANAGEMENT 11.1 LONG-TERM VARIABLE COMPENSATION For For Management PROGRAM 2015: RESOLUTION ON IMPLEMENTATION OF THE STOCK PURCHASE PLAN 11.2 LONG-TERM VARIABLE COMPENSATION For For Management PROGRAM 2015: RESOLUTION ON TRANSFER OF TREASURY STOCK FOR THE STOCK PURCHASE PLAN 11.3 LONG-TERM VARIABLE COMPENSATION For For Management PROGRAM 2015: RESOLUTION ON EQUITY SWAP AGREEMENT WITH THIRD PARTY IN RELATION TO THE STOCK PURCHASE PLAN 11.4 LONG-TERM VARIABLE COMPENSATION For For Management PROGRAM 2015: RESOLUTION ON IMPLEMENTATION OF THE KEY CONTRIBUTOR RETENTION PLAN 11.5 LONG-TERM VARIABLE COMPENSATION For For Management PROGRAM 2015: RESOLUTION ON TRANSFER OF TREASURY STOCK FOR THE KEY CONTRIBUTOR RETENTION PLAN 11.6 LONG-TERM VARIABLE COMPENSATION For For Management PROGRAM 2015: RESOLUTION ON EQUITY SWAP AGREEMENT WITH THIRD PARTY IN RELATION TO THE KEY CONTRIBUTOR RETENTION PLAN 11.7 LONG-TERM VARIABLE COMPENSATION For For Management PROGRAM 2015: RESOLUTION ON IMPLEMENTATION OF THE EXECUTIVE PERFORMANCE STOCK PLAN 11.8 LONG-TERM VARIABLE COMPENSATION For For Management PROGRAM 2015: RESOLUTION ON TRANSFER OF TREASURY STOCK FOR THE EXECUTIVE PERFORMANCE STOCK PLAN 11.9 LONG-TERM VARIABLE COMPENSATION For For Management PROGRAM 2015: RESOLUTION ON EQUITY SWAP AGREEMENT WITH THIRD PARTY IN RELATION TO THE EXECUTIVE PERFORMANCE STOCK PLAN 12 RESOLUTION ON TRANSFER OF TREASURY For For Management STOCK IN RELATION TO THE RESOLUTIONS ON THE LONG-TERM VARIABLE COMPENSATION PROGRAMS 2011, 2012, 2013 AND 2014 CMMT PLEASE NOTE THAT THE RESOLUTIONS 13 TO M Note Non Management 16" ARE THE SHAREHOLDER PROPOSALS. Votable HOWEVER 13 RESOLUTION ON PROPOSAL FROM THE For For Management SHAREHOLDER EINAR HELLBOM THAT THE ANNUAL GENERAL MEETING RESOLVE TO DELEGATE TO THE BOARD OF DIRECTORS TO REVIEW HOW SHARES ARE TO BE GIVEN EQUAL VOTING RIGHTS AND TO PRESENT A PROPOSAL TO THAT EFFECT AT THE ANNUAL GENERAL 14.1 RESOLUTION ON PROPOSALS FROM THE For No Management SHAREHOLDER THORWALD ARVIDSSON THAT THE ANNUAL GENERAL MEETING RESOLVE TO DELEGATE TO THE BOARD OF DIRECTORS: TO TAKE NECESSARY ACTION TO CREATE A SHAREHOLDERS' ASSOCIATION IN THE COMPANY 14.2 RESOLUTION ON PROPOSALS FROM THE For No Management SHAREHOLDER THORWALD ARVIDSSON THAT THE ANNUAL GENERAL MEETING RESOLVE TO DELEGATE TO THE BOARD OF DIRECTORS: TO WRITE TO THE GOVERNMENT OF SWEDEN, REQUESTING A PROMPT APPOINTMENT OF A COMMISSION INSTRUCTED TO PROPOSE LEGI 14.3 RESOLUTION ON PROPOSALS FROM THE For No Management SHAREHOLDER THORWALD ARVIDSSON THAT THE ANNUAL GENERAL MEETING RESOLVE TO DELEGATE TO THE BOARD OF DIRECTORS: TO PREPARE A PROPOSAL REGARDING BOARD REPRESENTATION FOR THE SMALL AND MIDSIZE SHAREHOLDERS 14.4 RESOLUTION ON PROPOSALS FROM THE For No Management SHAREHOLDER THORWALD ARVIDSSON THAT THE ANNUAL GENERAL MEETING RESOLVE TO DELEGATE TO THE BOARD OF DIRECTORS: TO PREPARE A PROPOSAL ON COOL-OFF PERIOD" FOR POLITICIANS TO BE PRESENTED TO THE ANNUAL GENERAL MEETING 2016 OR 15 RESOLUTION ON PROPOSAL FROM THE For No Management SHAREHOLDER THORWALD ARVIDSSON TO AMEND THE ARTICLES OF ASSOCIATION 16 RESOLUTION ON PROPOSAL FROM THE For No Management SHAREHOLDER THORWALD ARVIDSSON FOR AN EXAMINATION THROUGH A SPECIAL EXAMINER UNDER THE SWEDISH COMPANIES ACT (2005:551), CHAPTER 10, SECTION 21 (SW. SARSKILD GRANSKNING) TO MAKE CLEAR WHETHER THE COMPANY HAS ACTED CONTRARY 17 CLOSING OF THE ANNUAL GENERAL MEETING M Note Non Management Votable CMMT 24 MAR 2015: PLEASE NOTE THAT THIS IS M Note Non Management A REVISION DUE TO CHANGE IN THE Votable STANDING INSTRUCTION TAG TO N". IF YOU HAVE ALREADY SENT IN YOUR VOTES -------------------------------------------------------------------------------- TENNECO INC. Ticker: TEN Security ID: 880349105 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: THOMAS C. FREYMAN For For Management 1B. ELECTION OF DIRECTOR: DENNIS J. LETHAM For For Management 1C. ELECTION OF DIRECTOR: JAMES S. METCALF For For Management 1D. ELECTION OF DIRECTOR: ROGER B. PORTER For For Management 1E. ELECTION OF DIRECTOR: DAVID B. PRICE, For For Management JR. 1F. ELECTION OF DIRECTOR: GREGG M. SHERRILL For For Management 1G. ELECTION OF DIRECTOR: PAUL T. STECKO For For Management 1H. ELECTION OF DIRECTOR: JANE L. WARNER For For Management 2 APPROVE APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR 2015. 3 APPROVE EXECUTIVE COMPENSATION IN AN For For Management ADVISORY VOTE. 1A. ELECTION OF DIRECTOR: THOMAS C. FREYMAN For For Management 1B. ELECTION OF DIRECTOR: DENNIS J. LETHAM For For Management 1C. ELECTION OF DIRECTOR: JAMES S. METCALF For For Management 1D. ELECTION OF DIRECTOR: ROGER B. PORTER For For Management 1E. ELECTION OF DIRECTOR: DAVID B. PRICE, For For Management JR. 1F. ELECTION OF DIRECTOR: GREGG M. SHERRILL For For Management 1G. ELECTION OF DIRECTOR: PAUL T. STECKO For For Management 1H. ELECTION OF DIRECTOR: JANE L. WARNER For For Management 2 APPROVE APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR 2015. 3 APPROVE EXECUTIVE COMPENSATION IN AN For For Management ADVISORY VOTE. 1A. ELECTION OF DIRECTOR: THOMAS C. FREYMAN For For Management 1B. ELECTION OF DIRECTOR: DENNIS J. LETHAM For For Management 1C. ELECTION OF DIRECTOR: JAMES S. METCALF For For Management 1D. ELECTION OF DIRECTOR: ROGER B. PORTER For For Management 1E. ELECTION OF DIRECTOR: DAVID B. PRICE, For For Management JR. 1F. ELECTION OF DIRECTOR: GREGG M. SHERRILL For For Management 1G. ELECTION OF DIRECTOR: PAUL T. STECKO For For Management 1H. ELECTION OF DIRECTOR: JANE L. WARNER For For Management 2 APPROVE APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR 2015. 3 APPROVE EXECUTIVE COMPENSATION IN AN For For Management ADVISORY VOTE. 1A. ELECTION OF DIRECTOR: THOMAS C. FREYMAN For For Management 1B. ELECTION OF DIRECTOR: DENNIS J. LETHAM For For Management 1C. ELECTION OF DIRECTOR: JAMES S. METCALF For For Management 1D. ELECTION OF DIRECTOR: ROGER B. PORTER For For Management 1E. ELECTION OF DIRECTOR: DAVID B. PRICE, For For Management JR. 1F. ELECTION OF DIRECTOR: GREGG M. SHERRILL For For Management 1G. ELECTION OF DIRECTOR: PAUL T. STECKO For For Management 1H. ELECTION OF DIRECTOR: JANE L. WARNER For For Management 2 APPROVE APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR 2015. 3 APPROVE EXECUTIVE COMPENSATION IN AN For For Management ADVISORY VOTE. 1A. ELECTION OF DIRECTOR: THOMAS C. FREYMAN For For Management 1B. ELECTION OF DIRECTOR: DENNIS J. LETHAM For For Management 1C. ELECTION OF DIRECTOR: JAMES S. METCALF For For Management 1D. ELECTION OF DIRECTOR: ROGER B. PORTER For For Management 1E. ELECTION OF DIRECTOR: DAVID B. PRICE, For For Management JR. 1F. ELECTION OF DIRECTOR: GREGG M. SHERRILL For For Management 1G. ELECTION OF DIRECTOR: PAUL T. STECKO For For Management 1H. ELECTION OF DIRECTOR: JANE L. WARNER For For Management 2 APPROVE APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR 2015. 3 APPROVE EXECUTIVE COMPENSATION IN AN For For Management ADVISORY VOTE. 1A. ELECTION OF DIRECTOR: THOMAS C. FREYMAN For For Management 1B. ELECTION OF DIRECTOR: DENNIS J. LETHAM For For Management 1C. ELECTION OF DIRECTOR: JAMES S. METCALF For For Management 1D. ELECTION OF DIRECTOR: ROGER B. PORTER For For Management 1E. ELECTION OF DIRECTOR: DAVID B. PRICE, For For Management JR. 1F. ELECTION OF DIRECTOR: GREGG M. SHERRILL For For Management 1G. ELECTION OF DIRECTOR: PAUL T. STECKO For For Management 1H. ELECTION OF DIRECTOR: JANE L. WARNER For For Management 2 APPROVE APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR 2015. 3 APPROVE EXECUTIVE COMPENSATION IN AN For For Management ADVISORY VOTE. -------------------------------------------------------------------------------- TERADATA CORPORATION Ticker: TDC Security ID: 88076W103 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Lisa R. Bacus For For Management 1b Elect Director Michael F. Koehler For For Management 1c Elect Director James M. Ringler For For Management 1d Elect Director John G. Schwarz For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- TEVA PHARMACEUTICAL INDUSTRIES LTD. Ticker: TEVA Security ID: 881624209 Meeting Date: JUL 30, 2014 Meeting Type: Annual Record Date: JUN 23, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Dan Propper For For Management 2 Elect Ory Slonim For Against Management 3 Elect Joseph Nitzani For Against Management 4 Elect Jean-Michel Halfon For For Management 5 Bonus Incentives of President and CEO For For Management 6 Equity Grants of President and CEO For Against Management 7 Liability Insurance of Directors & For Against Management Officers 8 Appointment of Auditor For For Management -------------------------------------------------------------------------------- THE ALLSTATE CORPORATION Ticker: ALL Security ID: 20002101 Meeting Date: MAY 19, 2015 Meeting Type: Annual Record Date: MAR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1B. ELECTION OF DIRECTOR: KERMIT R. For For Management CRAWFORD 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW For For Management 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL For For Management 1E. ELECTION OF DIRECTOR: SIDDHARTH N. For For Management MEHTA 1F. ELECTION OF DIRECTOR: ANDREA REDMOND For For Management 1G. ELECTION OF DIRECTOR: JOHN W. ROWE For For Management 1H. ELECTION OF DIRECTOR: JUDITH A. For For Management SPRIESER 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR For For Management 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON For For Management 2 ADVISORY VOTE TO APPROVE THE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4 STOCKHOLDER PROPOSAL ON EQUITY No For Management RETENTION BY SENIOR EXECUTIVES. -------------------------------------------------------------------------------- THE ALLSTATE CORPORATION Ticker: ALL Security ID: 020002101 Meeting Date: MAY 19, 2015 Meeting Type: Annual Record Date: MAR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Robert D. Beyer For For Management 1b Elect Director Kermit R. Crawford For For Management 1c Elect Director Michael L. Eskew For For Management 1d Elect Director Herbert L. Henkel For For Management 1e Elect Director Siddharth N. (Bobby) For For Management Mehta 1f Elect Director Andrea Redmond For For Management 1g Elect Director John W. Rowe For For Management 1h Elect Director Judith A. Sprieser For For Management 1i Elect Director Mary Alice Taylor For For Management 1j Elect Director Thomas J. Wilson For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors 4 Adopt Share Retention Policy For Against Against Shareholder Senior Executives -------------------------------------------------------------------------------- THE ALLSTATE CORPORATION Ticker: ALL Security ID: 020002101 Meeting Date: MAY 19, 2015 Meeting Type: Annual Record Date: MAR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Robert D. Beyer For For Management 1b Elect Director Kermit R. Crawford For For Management 1c Elect Director Michael L. Eskew For For Management 1d Elect Director Herbert L. Henkel For For Management 1e Elect Director Siddharth N. (Bobby) For For Management Mehta 1f Elect Director Andrea Redmond For For Management 1g Elect Director John W. Rowe For For Management 1h Elect Director Judith A. Sprieser For For Management 1i Elect Director Mary Alice Taylor For For Management 1j Elect Director Thomas J. Wilson For Against Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors 4 Adopt Share Retention Policy For Against For Shareholder Senior Executives -------------------------------------------------------------------------------- THE BOEING COMPANY Ticker: BA Security ID: 97023105 Meeting Date: APR 27, 2015 Meeting Type: Annual Record Date: FEB 26, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: DAVID L. CALHOUN For For Management 1B. ELECTION OF DIRECTOR: ARTHUR D. For For Management COLLINS, JR. 1C. ELECTION OF DIRECTOR: KENNETH M. For For Management DUBERSTEIN 1D. ELECTION OF DIRECTOR: EDMUND P. For For Management GIAMBASTIANI, JR. 1E. ELECTION OF DIRECTOR: LAWRENCE W. For For Management KELLNER 1F. ELECTION OF DIRECTOR: EDWARD M. LIDDY For For Management 1G. ELECTION OF DIRECTOR: W. JAMES For For Management MCNERNEY, JR. 1H. ELECTION OF DIRECTOR: SUSAN C. SCHWAB For For Management 1I. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 1J. ELECTION OF DIRECTOR: MIKE S. For For Management ZAFIROVSKI 2 APPROVE, ON AN ADVISORY BASIS, NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 3 RATIFY THE APPOINTMENT OF DELOITTE & For No Management TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015. 4 AMEND EXISTING CLAWBACK POLICY. No For Management 5 INDEPENDENT BOARD CHAIRMAN. No For Management 6 RIGHT TO ACT BY WRITTEN CONSENT. No For Management 7 FURTHER REPORT ON LOBBYING ACTIVITIES. No For Management 1A. ELECTION OF DIRECTOR: DAVID L. CALHOUN For For Management 1B. ELECTION OF DIRECTOR: ARTHUR D. For For Management COLLINS, JR. 1C. ELECTION OF DIRECTOR: KENNETH M. For For Management DUBERSTEIN 1D. ELECTION OF DIRECTOR: EDMUND P. For For Management GIAMBASTIANI, JR. 1E. ELECTION OF DIRECTOR: LAWRENCE W. For For Management KELLNER 1F. ELECTION OF DIRECTOR: EDWARD M. LIDDY For For Management 1G. ELECTION OF DIRECTOR: W. JAMES For For Management MCNERNEY, JR. 1H. ELECTION OF DIRECTOR: SUSAN C. SCHWAB For For Management 1I. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 1J. ELECTION OF DIRECTOR: MIKE S. For For Management ZAFIROVSKI 2 APPROVE, ON AN ADVISORY BASIS, NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 3 RATIFY THE APPOINTMENT OF DELOITTE & For No Management TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015. 4 AMEND EXISTING CLAWBACK POLICY. No For Management 5 INDEPENDENT BOARD CHAIRMAN. No For Management 6 RIGHT TO ACT BY WRITTEN CONSENT. No For Management 7 FURTHER REPORT ON LOBBYING ACTIVITIES. No For Management 1A. ELECTION OF DIRECTOR: DAVID L. CALHOUN For For Management 1B. ELECTION OF DIRECTOR: ARTHUR D. For For Management COLLINS, JR. 1C. ELECTION OF DIRECTOR: KENNETH M. For For Management DUBERSTEIN 1D. ELECTION OF DIRECTOR: EDMUND P. For For Management GIAMBASTIANI, JR. 1E. ELECTION OF DIRECTOR: LAWRENCE W. For For Management KELLNER 1F. ELECTION OF DIRECTOR: EDWARD M. LIDDY For For Management 1G. ELECTION OF DIRECTOR: W. JAMES For For Management MCNERNEY, JR. 1H. ELECTION OF DIRECTOR: SUSAN C. SCHWAB For For Management 1I. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 1J. ELECTION OF DIRECTOR: MIKE S. For For Management ZAFIROVSKI 2 APPROVE, ON AN ADVISORY BASIS, NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 3 RATIFY THE APPOINTMENT OF DELOITTE & For No Management TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015. 4 AMEND EXISTING CLAWBACK POLICY. No For Management 5 INDEPENDENT BOARD CHAIRMAN. No For Management 6 RIGHT TO ACT BY WRITTEN CONSENT. No For Management 7 FURTHER REPORT ON LOBBYING ACTIVITIES. No For Management 1A. ELECTION OF DIRECTOR: DAVID L. CALHOUN For For Management 1B. ELECTION OF DIRECTOR: ARTHUR D. For For Management COLLINS, JR. 1C. ELECTION OF DIRECTOR: KENNETH M. For For Management DUBERSTEIN 1D. ELECTION OF DIRECTOR: EDMUND P. For For Management GIAMBASTIANI, JR. 1E. ELECTION OF DIRECTOR: LAWRENCE W. For For Management KELLNER 1F. ELECTION OF DIRECTOR: EDWARD M. LIDDY For For Management 1G. ELECTION OF DIRECTOR: W. JAMES For For Management MCNERNEY, JR. 1H. ELECTION OF DIRECTOR: SUSAN C. SCHWAB For For Management 1I. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 1J. ELECTION OF DIRECTOR: MIKE S. For For Management ZAFIROVSKI 2 APPROVE, ON AN ADVISORY BASIS, NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 3 RATIFY THE APPOINTMENT OF DELOITTE & For No Management TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015. 4 AMEND EXISTING CLAWBACK POLICY. No For Management 5 INDEPENDENT BOARD CHAIRMAN. No For Management 6 RIGHT TO ACT BY WRITTEN CONSENT. No For Management 7 FURTHER REPORT ON LOBBYING ACTIVITIES. No For Management 1A. ELECTION OF DIRECTOR: DAVID L. CALHOUN For For Management 1B. ELECTION OF DIRECTOR: ARTHUR D. For For Management COLLINS, JR. 1C. ELECTION OF DIRECTOR: KENNETH M. For For Management DUBERSTEIN 1D. ELECTION OF DIRECTOR: EDMUND P. For For Management GIAMBASTIANI, JR. 1E. ELECTION OF DIRECTOR: LAWRENCE W. For For Management KELLNER 1F. ELECTION OF DIRECTOR: EDWARD M. LIDDY For For Management 1G. ELECTION OF DIRECTOR: W. JAMES For For Management MCNERNEY, JR. 1H. ELECTION OF DIRECTOR: SUSAN C. SCHWAB For For Management 1I. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 1J. ELECTION OF DIRECTOR: MIKE S. For For Management ZAFIROVSKI 2 APPROVE, ON AN ADVISORY BASIS, NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 3 RATIFY THE APPOINTMENT OF DELOITTE & For No Management TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015. 4 AMEND EXISTING CLAWBACK POLICY. No For Management 5 INDEPENDENT BOARD CHAIRMAN. No For Management 6 RIGHT TO ACT BY WRITTEN CONSENT. No For Management 7 FURTHER REPORT ON LOBBYING ACTIVITIES. No For Management 1A. ELECTION OF DIRECTOR: DAVID L. CALHOUN For For Management 1B. ELECTION OF DIRECTOR: ARTHUR D. For For Management COLLINS, JR. 1C. ELECTION OF DIRECTOR: KENNETH M. For For Management DUBERSTEIN 1D. ELECTION OF DIRECTOR: EDMUND P. For For Management GIAMBASTIANI, JR. 1E. ELECTION OF DIRECTOR: LAWRENCE W. For For Management KELLNER 1F. ELECTION OF DIRECTOR: EDWARD M. LIDDY For For Management 1G. ELECTION OF DIRECTOR: W. JAMES For For Management MCNERNEY, JR. 1H. ELECTION OF DIRECTOR: SUSAN C. SCHWAB For For Management 1I. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 1J. ELECTION OF DIRECTOR: MIKE S. For For Management ZAFIROVSKI 2 APPROVE, ON AN ADVISORY BASIS, NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 3 RATIFY THE APPOINTMENT OF DELOITTE & For No Management TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015. 4 AMEND EXISTING CLAWBACK POLICY. No For Management 5 INDEPENDENT BOARD CHAIRMAN. No For Management 6 RIGHT TO ACT BY WRITTEN CONSENT. No For Management 7 FURTHER REPORT ON LOBBYING ACTIVITIES. No For Management 1A. ELECTION OF DIRECTOR: DAVID L. CALHOUN For For Management 1B. ELECTION OF DIRECTOR: ARTHUR D. For For Management COLLINS, JR. 1C. ELECTION OF DIRECTOR: KENNETH M. For For Management DUBERSTEIN 1D. ELECTION OF DIRECTOR: EDMUND P. For For Management GIAMBASTIANI, JR. 1E. ELECTION OF DIRECTOR: LAWRENCE W. For For Management KELLNER 1F. ELECTION OF DIRECTOR: EDWARD M. LIDDY For For Management 1G. ELECTION OF DIRECTOR: W. JAMES For For Management MCNERNEY, JR. 1H. ELECTION OF DIRECTOR: SUSAN C. SCHWAB For For Management 1I. ELECTION OF DIRECTOR: RONALD A. For For Management WILLIAMS 1J. ELECTION OF DIRECTOR: MIKE S. For For Management ZAFIROVSKI 2 APPROVE, ON AN ADVISORY BASIS, NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 3 RATIFY THE APPOINTMENT OF DELOITTE & For No Management TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015. 4 AMEND EXISTING CLAWBACK POLICY. No For Management 5 INDEPENDENT BOARD CHAIRMAN. No For Management 6 RIGHT TO ACT BY WRITTEN CONSENT. No For Management 7 FURTHER REPORT ON LOBBYING ACTIVITIES. No For Management -------------------------------------------------------------------------------- THE COOPER COMPANIES, INC. Ticker: COO Security ID: 216648402 Meeting Date: MAR 16, 2015 Meeting Type: Annual Record Date: JAN 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: A. THOMAS BENDER For For Management 1B. ELECTION OF DIRECTOR: MICHAEL H. For For Management KALKSTEIN 1C. ELECTION OF DIRECTOR: JODY S. LINDELL For For Management 1D. ELECTION OF DIRECTOR: GARY S. For For Management PETERSMEYER 1E. ELECTION OF DIRECTOR: STEVEN ROSENBERG For For Management 1F. ELECTION OF DIRECTOR: ALLAN E. For For Management RUBENSTEIN, M.D. 1G. ELECTION OF DIRECTOR: ROBERT S. WEISS For For Management 1H. ELECTION OF DIRECTOR: STANLEY ZINBERG, For For Management M.D. 2 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COOPER COMPANIES, INC. FOR THE FISCAL YEAR ENDING OCTOBER 31, 2015. 3 AN ADVISORY VOTE ON THE COMPENSATION For For Management OF OUR NAMED EXECUTIVE OFFICERS AS PRESENTED IN THE PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: A. THOMAS BENDER For For Management 1B. ELECTION OF DIRECTOR: MICHAEL H. For For Management KALKSTEIN 1C. ELECTION OF DIRECTOR: JODY S. LINDELL For For Management 1D. ELECTION OF DIRECTOR: GARY S. For For Management PETERSMEYER 1E. ELECTION OF DIRECTOR: STEVEN ROSENBERG For For Management 1F. ELECTION OF DIRECTOR: ALLAN E. For For Management RUBENSTEIN, M.D. 1G. ELECTION OF DIRECTOR: ROBERT S. WEISS For For Management 1H. ELECTION OF DIRECTOR: STANLEY ZINBERG, For For Management M.D. 2 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COOPER COMPANIES, INC. FOR THE FISCAL YEAR ENDING OCTOBER 31, 2015. 3 AN ADVISORY VOTE ON THE COMPENSATION For For Management OF OUR NAMED EXECUTIVE OFFICERS AS PRESENTED IN THE PROXY STATEMENT. 1A. ELECTION OF DIRECTOR: A. THOMAS BENDER For For Management 1B. ELECTION OF DIRECTOR: MICHAEL H. For For Management KALKSTEIN 1C. ELECTION OF DIRECTOR: JODY S. LINDELL For For Management 1D. ELECTION OF DIRECTOR: GARY S. For For Management PETERSMEYER 1E. ELECTION OF DIRECTOR: STEVEN ROSENBERG For For Management 1F. ELECTION OF DIRECTOR: ALLAN E. For For Management RUBENSTEIN, M.D. 1G. ELECTION OF DIRECTOR: ROBERT S. WEISS For For Management 1H. ELECTION OF DIRECTOR: STANLEY ZINBERG, For For Management M.D. 2 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COOPER COMPANIES, INC. FOR THE FISCAL YEAR ENDING OCTOBER 31, 2015. 3 AN ADVISORY VOTE ON THE COMPENSATION For For Management OF OUR NAMED EXECUTIVE OFFICERS AS PRESENTED IN THE PROXY STATEMENT. -------------------------------------------------------------------------------- THE DOW CHEMICAL COMPANY Ticker: DOW Security ID: 260543103 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: AJAY BANGA For For Management 1B. ELECTION OF DIRECTOR: JACQUELINE K. For For Management BARTON 1C. ELECTION OF DIRECTOR: JAMES A. BELL For For Management 1D. ELECTION OF DIRECTOR: RICHARD K. DAVIS For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: ANDREW N. LIVERIS For For Management 1G. ELECTION OF DIRECTOR: MARK LOUGHRIDGE For For Management 1H. ELECTION OF DIRECTOR: RAYMOND J. For For Management MILCHOVICH 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER For For Management 1J. ELECTION OF DIRECTOR: PAUL POLMAN For For Management 1K. ELECTION OF DIRECTOR: DENNIS H. REILLEY For For Management 1L. ELECTION OF DIRECTOR: JAMES M. RINGLER For For Management 1M. ELECTION OF DIRECTOR: RUTH G. SHAW For For Management 2. RATIFICATION OF THE APPOINTMENT OF THE For For Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3. ADVISORY RESOLUTION TO APPROVE For For Management EXECUTIVE COMPENSATION. 4. STOCKHOLDER PROPOSAL TO LIMIT Against Against Shareholder ACCELERATED EXECUTIVE PAY. -------------------------------------------------------------------------------- THE DOW CHEMICAL COMPANY Ticker: DOW Security ID: 260543103 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Ajay Banga For For Management 1b Elect Director Jacqueline K. Barton For For Management 1c Elect Director James A. Bell For For Management 1d Elect Director Richard K. Davis For For Management 1e Elect Director Jeff M. Fettig For For Management 1f Elect Director Andrew N. Liveris For Against Management 1g Elect Director Mark Loughridge For For Management 1h Elect Director Raymond J. Milchovich For For Management 1i Elect Director Robert S. Miller For For Management 1j Elect Director Paul Polman For For Management 1k Elect Director Dennis H. Reilley For For Management 1l Elect Director James M. Ringler For For Management 1m Elect Director Ruth G. Shaw For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Pro-rata Vesting of Equity Awards Against For Shareholder -------------------------------------------------------------------------------- THE ENSIGN GROUP, INC Ticker: ENSG Security ID: 29358P101 Meeting Date: MAY 27, 2015 Meeting Type: Annual Record Date: APR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: CHRISTOPHER R. For For Management CHRISTENSEN 1B. ELECTION OF DIRECTOR: DAREN J. SHAW For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 APPROVAL, ON AN ADVISORY BASIS, OF OUR For For Management NAMED EXECUTIVE OFFICERS' COMPENSATION. 4 STOCKHOLDER PROPOSAL REGARDING A No For Management SUSTAINABILITY REPORT. 1A. ELECTION OF DIRECTOR: CHRISTOPHER R. For For Management CHRISTENSEN 1B. ELECTION OF DIRECTOR: DAREN J. SHAW For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 APPROVAL, ON AN ADVISORY BASIS, OF OUR For For Management NAMED EXECUTIVE OFFICERS' COMPENSATION. 4 STOCKHOLDER PROPOSAL REGARDING A No For Management SUSTAINABILITY REPORT. 1A. ELECTION OF DIRECTOR: CHRISTOPHER R. For For Management CHRISTENSEN 1B. ELECTION OF DIRECTOR: DAREN J. SHAW For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 APPROVAL, ON AN ADVISORY BASIS, OF OUR For For Management NAMED EXECUTIVE OFFICERS' COMPENSATION. 4 STOCKHOLDER PROPOSAL REGARDING A No For Management SUSTAINABILITY REPORT. 1A. ELECTION OF DIRECTOR: CHRISTOPHER R. For For Management CHRISTENSEN 1B. ELECTION OF DIRECTOR: DAREN J. SHAW For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 APPROVAL, ON AN ADVISORY BASIS, OF OUR For For Management NAMED EXECUTIVE OFFICERS' COMPENSATION. 4 STOCKHOLDER PROPOSAL REGARDING A No For Management SUSTAINABILITY REPORT. 1A. ELECTION OF DIRECTOR: CHRISTOPHER R. For For Management CHRISTENSEN 1B. ELECTION OF DIRECTOR: DAREN J. SHAW For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 APPROVAL, ON AN ADVISORY BASIS, OF OUR For For Management NAMED EXECUTIVE OFFICERS' COMPENSATION. 4 STOCKHOLDER PROPOSAL REGARDING A No For Management SUSTAINABILITY REPORT. 1A. ELECTION OF DIRECTOR: CHRISTOPHER R. For For Management CHRISTENSEN 1B. ELECTION OF DIRECTOR: DAREN J. SHAW For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 APPROVAL, ON AN ADVISORY BASIS, OF OUR For For Management NAMED EXECUTIVE OFFICERS' COMPENSATION. 4 STOCKHOLDER PROPOSAL REGARDING A No For Management SUSTAINABILITY REPORT. -------------------------------------------------------------------------------- THE GOLDMAN SACHS GROUP, INC. Ticker: GS Security ID: 38141G104 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT 1A. ELECTION OF DIRECTOR: LLOYD C. For For Management BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS For For Management 1C. ELECTION OF DIRECTOR: GARY D. COHN For For Management 1D. ELECTION OF DIRECTOR: MARK FLAHERTY For For Management 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE For For Management 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON For For Management 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL For For Management 1H. ELECTION OF DIRECTOR: ADEBAYO O. For For Management OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER For For Management 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR For For Management 1K. ELECTION OF DIRECTOR: MARK E. TUCKER For For Management 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR For For Management 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN For For Management 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION (SAY ON PAY) 3 APPROVAL OF THE GOLDMAN SACHS AMENDED For For Management AND RESTATED STOCK INCENTIVE PLAN (2015) 4 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL REGARDING No No Management VOTE-COUNTING 6 SHAREHOLDER PROPOSAL REGARDING VESTING No For Management OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7 SHAREHOLDER PROPOSAL REGARDING RIGHT No For Management TO ACT BY WRITTEN CONSENT -------------------------------------------------------------------------------- THE HARTFORD FINANCIAL SERVICES GROUP, INC. Ticker: HIG Security ID: 416515104 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Robert B. Allardice, III For For Management 1b Elect Director Trevor Fetter For For Management 1c Elect Director Kathryn A. Mikells For For Management 1d Elect Director Michael G. Morris For For Management 1e Elect Director Thomas A. Renyi For For Management 1f Elect Director Julie G. Richardson For For Management 1g Elect Director Teresa W. Roseborough For For Management 1h Elect Director Virginia P. Ruesterholz For For Management 1i Elect Director Charles B. Strauss For For Management 1j Elect Director Christopher J. Swift For Against Management 1k Elect Director H. Patrick Swygert For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- THE HARTFORD FINANCIAL SVCS GROUP, INC. Ticker: HIG Security ID: 416515104 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT 1A. ELECTION OF DIRECTOR: ROBERT B. For For Management ALLARDICE, III 1B. ELECTION OF DIRECTOR: TREVOR FETTER For No Management 1C. ELECTION OF DIRECTOR: KATHRYN A. For No Management MIKELLS 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS For For Management 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI For No Management 1F. ELECTION OF DIRECTOR: JULIE G. For For Management RICHARDSON 1G. ELECTION OF DIRECTOR: TERESA W. For For Management ROSEBOROUGH 1H. ELECTION OF DIRECTOR: VIRGINIA P. For For Management RUESTERHOLZ 1I. ELECTION OF DIRECTOR: CHARLES B. For For Management STRAUSS 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management SWIFT 1K. ELECTION OF DIRECTOR: H. PATRICK For No Management SWYGERT 2 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3 MANAGEMENT PROPOSAL TO APPROVE, ON A For For Management NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT -------------------------------------------------------------------------------- THE HOME DEPOT, INC. Ticker: HD Security ID: 437076102 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: ARI BOUSBIB For For Management 1B. ELECTION OF DIRECTOR: GREGORY D. For For Management BRENNEMAN 1C. ELECTION OF DIRECTOR: J. FRANK BROWN For For Management 1D. ELECTION OF DIRECTOR: ALBERT P. CAREY For For Management 1E. ELECTION OF DIRECTOR: ARMANDO CODINA For For Management 1F. ELECTION OF DIRECTOR: HELENA B. FOULKES For For Management 1G. ELECTION OF DIRECTOR: WAYNE M. HEWETT For For Management 1H. ELECTION OF DIRECTOR: KAREN L. KATEN For For Management 1I. ELECTION OF DIRECTOR: CRAIG A. MENEAR For For Management 1J. ELECTION OF DIRECTOR: MARK VADON For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 SHAREHOLDER PROPOSAL REGARDING No For Management INDEPENDENT CHAIRMAN OF THE BOARD 5 SHAREHOLDER PROPOSAL REGARDING SPECIAL No For Management SHAREHOLDER MEETINGS 1A. ELECTION OF DIRECTOR: ARI BOUSBIB For For Management 1B. ELECTION OF DIRECTOR: GREGORY D. For For Management BRENNEMAN 1C. ELECTION OF DIRECTOR: J. FRANK BROWN For For Management 1D. ELECTION OF DIRECTOR: ALBERT P. CAREY For For Management 1E. ELECTION OF DIRECTOR: ARMANDO CODINA For For Management 1F. ELECTION OF DIRECTOR: HELENA B. FOULKES For For Management 1G. ELECTION OF DIRECTOR: WAYNE M. HEWETT For For Management 1H. ELECTION OF DIRECTOR: KAREN L. KATEN For For Management 1I. ELECTION OF DIRECTOR: CRAIG A. MENEAR For For Management 1J. ELECTION OF DIRECTOR: MARK VADON For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 SHAREHOLDER PROPOSAL REGARDING No For Management INDEPENDENT CHAIRMAN OF THE BOARD 5 SHAREHOLDER PROPOSAL REGARDING SPECIAL No For Management SHAREHOLDER MEETINGS 1A. ELECTION OF DIRECTOR: ARI BOUSBIB For For Management 1B. ELECTION OF DIRECTOR: GREGORY D. For For Management BRENNEMAN 1C. ELECTION OF DIRECTOR: J. FRANK BROWN For For Management 1D. ELECTION OF DIRECTOR: ALBERT P. CAREY For For Management 1E. ELECTION OF DIRECTOR: ARMANDO CODINA For For Management 1F. ELECTION OF DIRECTOR: HELENA B. FOULKES For For Management 1G. ELECTION OF DIRECTOR: WAYNE M. HEWETT For For Management 1H. ELECTION OF DIRECTOR: KAREN L. KATEN For For Management 1I. ELECTION OF DIRECTOR: CRAIG A. MENEAR For For Management 1J. ELECTION OF DIRECTOR: MARK VADON For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 SHAREHOLDER PROPOSAL REGARDING No For Management INDEPENDENT CHAIRMAN OF THE BOARD 5 SHAREHOLDER PROPOSAL REGARDING SPECIAL No For Management SHAREHOLDER MEETINGS -------------------------------------------------------------------------------- THE J. M. SMUCKER COMPANY Ticker: SJM Security ID: 832696405 Meeting Date: AUG 13, 2014 Meeting Type: Annual Record Date: JUN 16, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For Take No Management Action 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For Take No Management LONG Action 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For Take No Management Action 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For Take No Management Action 2 RATIFICATION OF APPOINTMENT OF ERNST & For Take No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT Action REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For Take No Management EXECUTIVE COMPENSATION. Action 4 ADOPTION OF AN AMENDMENT TO THE For Take No Management COMPANY'S AMENDED REGULATIONS TO SET Action FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD For No Management 1B. ELECTION OF DIRECTOR: ELIZABETH VALK For For Management LONG 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO For For Management 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER For No Management 2 RATIFICATION OF APPOINTMENT OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 4 ADOPTION OF AN AMENDMENT TO THE For For Management COMPANY'S AMENDED REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. -------------------------------------------------------------------------------- THE KROGER CO. Ticker: KR Security ID: 501044101 Meeting Date: JUN 25, 2015 Meeting Type: Annual Record Date: APR 30, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: NORA A. AUFREITER For For Management 1B. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1C. ELECTION OF DIRECTOR: SUSAN J. KROPF For For Management 1D. ELECTION OF DIRECTOR: DAVID B. LEWIS For For Management 1E. ELECTION OF DIRECTOR: W. RODNEY For For Management MCMULLEN 1F. ELECTION OF DIRECTOR: JORGE P. MONTOYA For For Management 1G. ELECTION OF DIRECTOR: CLYDE R. MOORE For For Management 1H. ELECTION OF DIRECTOR: SUSAN M. PHILLIPS For For Management 1I. ELECTION OF DIRECTOR: JAMES A. RUNDE For For Management 1J. ELECTION OF DIRECTOR: RONALD L. SARGENT For For Management 1K. ELECTION OF DIRECTOR: BOBBY S. For For Management SHACKOULS 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 3 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP, AS AUDITORS. 4 A SHAREHOLDER PROPOSAL, IF PROPERLY No For Management PRESENTED, TO PUBLISH A REPORT ON HUMAN RIGHTS RISKS OF OPERATIONS AND SUPPLY CHAIN. 5 A SHAREHOLDER PROPOSAL, IF PROPERLY No No Management PRESENTED, TO ISSUE A REPORT ASSESSING THE ENVIRONMENTAL IMPACTS OF USING UNRECYCLABLE PACKAGING FOR PRIVATE LABEL BRANDS. 6 A SHAREHOLDER PROPOSAL, IF PROPERLY No No Management PRESENTED, TO ISSUE A REPORT REGARDING OPTIONS TO REDUCE OR ELIMINATE ANTIBIOTIC USE IN THE PRODUCTION OF PRIVATE LABEL MEATS. 1A. ELECTION OF DIRECTOR: NORA A. AUFREITER For For Management 1B. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1C. ELECTION OF DIRECTOR: SUSAN J. KROPF For For Management 1D. ELECTION OF DIRECTOR: DAVID B. LEWIS For For Management 1E. ELECTION OF DIRECTOR: W. RODNEY For For Management MCMULLEN 1F. ELECTION OF DIRECTOR: JORGE P. MONTOYA For For Management 1G. ELECTION OF DIRECTOR: CLYDE R. MOORE For For Management 1H. ELECTION OF DIRECTOR: SUSAN M. PHILLIPS For For Management 1I. ELECTION OF DIRECTOR: JAMES A. RUNDE For For Management 1J. ELECTION OF DIRECTOR: RONALD L. SARGENT For For Management 1K. ELECTION OF DIRECTOR: BOBBY S. For For Management SHACKOULS 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 3 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP, AS AUDITORS. 4 A SHAREHOLDER PROPOSAL, IF PROPERLY No For Management PRESENTED, TO PUBLISH A REPORT ON HUMAN RIGHTS RISKS OF OPERATIONS AND SUPPLY CHAIN. 5 A SHAREHOLDER PROPOSAL, IF PROPERLY No No Management PRESENTED, TO ISSUE A REPORT ASSESSING THE ENVIRONMENTAL IMPACTS OF USING UNRECYCLABLE PACKAGING FOR PRIVATE LABEL BRANDS. 6 A SHAREHOLDER PROPOSAL, IF PROPERLY No No Management PRESENTED, TO ISSUE A REPORT REGARDING OPTIONS TO REDUCE OR ELIMINATE ANTIBIOTIC USE IN THE PRODUCTION OF PRIVATE LABEL MEATS. 1A. ELECTION OF DIRECTOR: NORA A. AUFREITER For For Management 1B. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1C. ELECTION OF DIRECTOR: SUSAN J. KROPF For For Management 1D. ELECTION OF DIRECTOR: DAVID B. LEWIS For For Management 1E. ELECTION OF DIRECTOR: W. RODNEY For For Management MCMULLEN 1F. ELECTION OF DIRECTOR: JORGE P. MONTOYA For For Management 1G. ELECTION OF DIRECTOR: CLYDE R. MOORE For For Management 1H. ELECTION OF DIRECTOR: SUSAN M. PHILLIPS For For Management 1I. ELECTION OF DIRECTOR: JAMES A. RUNDE For For Management 1J. ELECTION OF DIRECTOR: RONALD L. SARGENT For For Management 1K. ELECTION OF DIRECTOR: BOBBY S. For For Management SHACKOULS 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 3 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP, AS AUDITORS. 4 A SHAREHOLDER PROPOSAL, IF PROPERLY No For Management PRESENTED, TO PUBLISH A REPORT ON HUMAN RIGHTS RISKS OF OPERATIONS AND SUPPLY CHAIN. 5 A SHAREHOLDER PROPOSAL, IF PROPERLY No No Management PRESENTED, TO ISSUE A REPORT ASSESSING THE ENVIRONMENTAL IMPACTS OF USING UNRECYCLABLE PACKAGING FOR PRIVATE LABEL BRANDS. 6 A SHAREHOLDER PROPOSAL, IF PROPERLY No No Management PRESENTED, TO ISSUE A REPORT REGARDING OPTIONS TO REDUCE OR ELIMINATE ANTIBIOTIC USE IN THE PRODUCTION OF PRIVATE LABEL MEATS. 1A. ELECTION OF DIRECTOR: NORA A. AUFREITER For For Management 1B. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1C. ELECTION OF DIRECTOR: SUSAN J. KROPF For For Management 1D. ELECTION OF DIRECTOR: DAVID B. LEWIS For For Management 1E. ELECTION OF DIRECTOR: W. RODNEY For For Management MCMULLEN 1F. ELECTION OF DIRECTOR: JORGE P. MONTOYA For For Management 1G. ELECTION OF DIRECTOR: CLYDE R. MOORE For For Management 1H. ELECTION OF DIRECTOR: SUSAN M. PHILLIPS For For Management 1I. ELECTION OF DIRECTOR: JAMES A. RUNDE For For Management 1J. ELECTION OF DIRECTOR: RONALD L. SARGENT For For Management 1K. ELECTION OF DIRECTOR: BOBBY S. For For Management SHACKOULS 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 3 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP, AS AUDITORS. 4 A SHAREHOLDER PROPOSAL, IF PROPERLY No For Management PRESENTED, TO PUBLISH A REPORT ON HUMAN RIGHTS RISKS OF OPERATIONS AND SUPPLY CHAIN. 5 A SHAREHOLDER PROPOSAL, IF PROPERLY No No Management PRESENTED, TO ISSUE A REPORT ASSESSING THE ENVIRONMENTAL IMPACTS OF USING UNRECYCLABLE PACKAGING FOR PRIVATE LABEL BRANDS. 6 A SHAREHOLDER PROPOSAL, IF PROPERLY No No Management PRESENTED, TO ISSUE A REPORT REGARDING OPTIONS TO REDUCE OR ELIMINATE ANTIBIOTIC USE IN THE PRODUCTION OF PRIVATE LABEL MEATS. 1A. ELECTION OF DIRECTOR: NORA A. AUFREITER For For Management 1B. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1C. ELECTION OF DIRECTOR: SUSAN J. KROPF For For Management 1D. ELECTION OF DIRECTOR: DAVID B. LEWIS For For Management 1E. ELECTION OF DIRECTOR: W. RODNEY For For Management MCMULLEN 1F. ELECTION OF DIRECTOR: JORGE P. MONTOYA For For Management 1G. ELECTION OF DIRECTOR: CLYDE R. MOORE For For Management 1H. ELECTION OF DIRECTOR: SUSAN M. PHILLIPS For For Management 1I. ELECTION OF DIRECTOR: JAMES A. RUNDE For For Management 1J. ELECTION OF DIRECTOR: RONALD L. SARGENT For For Management 1K. ELECTION OF DIRECTOR: BOBBY S. For For Management SHACKOULS 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 3 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP, AS AUDITORS. 4 A SHAREHOLDER PROPOSAL, IF PROPERLY No For Management PRESENTED, TO PUBLISH A REPORT ON HUMAN RIGHTS RISKS OF OPERATIONS AND SUPPLY CHAIN. 5 A SHAREHOLDER PROPOSAL, IF PROPERLY No No Management PRESENTED, TO ISSUE A REPORT ASSESSING THE ENVIRONMENTAL IMPACTS OF USING UNRECYCLABLE PACKAGING FOR PRIVATE LABEL BRANDS. 6 A SHAREHOLDER PROPOSAL, IF PROPERLY No No Management PRESENTED, TO ISSUE A REPORT REGARDING OPTIONS TO REDUCE OR ELIMINATE ANTIBIOTIC USE IN THE PRODUCTION OF PRIVATE LABEL MEATS. 1A. ELECTION OF DIRECTOR: NORA A. AUFREITER For For Management 1B. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1C. ELECTION OF DIRECTOR: SUSAN J. KROPF For For Management 1D. ELECTION OF DIRECTOR: DAVID B. LEWIS For For Management 1E. ELECTION OF DIRECTOR: W. RODNEY For For Management MCMULLEN 1F. ELECTION OF DIRECTOR: JORGE P. MONTOYA For For Management 1G. ELECTION OF DIRECTOR: CLYDE R. MOORE For For Management 1H. ELECTION OF DIRECTOR: SUSAN M. PHILLIPS For For Management 1I. ELECTION OF DIRECTOR: JAMES A. RUNDE For For Management 1J. ELECTION OF DIRECTOR: RONALD L. SARGENT For For Management 1K. ELECTION OF DIRECTOR: BOBBY S. For For Management SHACKOULS 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 3 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP, AS AUDITORS. 4 A SHAREHOLDER PROPOSAL, IF PROPERLY No For Management PRESENTED, TO PUBLISH A REPORT ON HUMAN RIGHTS RISKS OF OPERATIONS AND SUPPLY CHAIN. 5 A SHAREHOLDER PROPOSAL, IF PROPERLY No No Management PRESENTED, TO ISSUE A REPORT ASSESSING THE ENVIRONMENTAL IMPACTS OF USING UNRECYCLABLE PACKAGING FOR PRIVATE LABEL BRANDS. 6 A SHAREHOLDER PROPOSAL, IF PROPERLY No No Management PRESENTED, TO ISSUE A REPORT REGARDING OPTIONS TO REDUCE OR ELIMINATE ANTIBIOTIC USE IN THE PRODUCTION OF PRIVATE LABEL MEATS. 1A. ELECTION OF DIRECTOR: NORA A. AUFREITER For For Management 1B. ELECTION OF DIRECTOR: ROBERT D. BEYER For For Management 1C. ELECTION OF DIRECTOR: SUSAN J. KROPF For For Management 1D. ELECTION OF DIRECTOR: DAVID B. LEWIS For For Management 1E. ELECTION OF DIRECTOR: W. RODNEY For For Management MCMULLEN 1F. ELECTION OF DIRECTOR: JORGE P. MONTOYA For For Management 1G. ELECTION OF DIRECTOR: CLYDE R. MOORE For For Management 1H. ELECTION OF DIRECTOR: SUSAN M. PHILLIPS For For Management 1I. ELECTION OF DIRECTOR: JAMES A. RUNDE For For Management 1J. ELECTION OF DIRECTOR: RONALD L. SARGENT For For Management 1K. ELECTION OF DIRECTOR: BOBBY S. For For Management SHACKOULS 2 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 3 RATIFICATION OF PRICEWATERHOUSECOOPERS For No Management LLP, AS AUDITORS. 4 A SHAREHOLDER PROPOSAL, IF PROPERLY No For Management PRESENTED, TO PUBLISH A REPORT ON HUMAN RIGHTS RISKS OF OPERATIONS AND SUPPLY CHAIN. 5 A SHAREHOLDER PROPOSAL, IF PROPERLY No No Management PRESENTED, TO ISSUE A REPORT ASSESSING THE ENVIRONMENTAL IMPACTS OF USING UNRECYCLABLE PACKAGING FOR PRIVATE LABEL BRANDS. 6 A SHAREHOLDER PROPOSAL, IF PROPERLY No No Management PRESENTED, TO ISSUE A REPORT REGARDING OPTIONS TO REDUCE OR ELIMINATE ANTIBIOTIC USE IN THE PRODUCTION OF PRIVATE LABEL MEATS. -------------------------------------------------------------------------------- THE KROGER CO. Ticker: KR Security ID: 501044101 Meeting Date: JUN 25, 2015 Meeting Type: Annual Record Date: APR 30, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Nora A. Aufreiter For For Management 1b Elect Director Robert D. Beyer For For Management 1c Elect Director Susan J. Kropf For For Management 1d Elect Director David B. Lewis For For Management 1e Elect Director W. Rodney McMullen For For Management 1f Elect Director Jorge P. Montoya For For Management 1g Elect Director Clyde R. Moore For For Management 1h Elect Director Susan M. Phillips For For Management 1i Elect Director James A. Runde For For Management 1j Elect Director Ronald L. Sargent For For Management 1k Elect Director Bobby S. Shackouls For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Report on Human Rights Risk Assessment Against Against Shareholder Process 5 Assess Environmental Impact of Against Against Shareholder Non-Recyclable Packaging 6 Report on Policy Options to Reduce Against Against Shareholder Antibiotic Use in Products -------------------------------------------------------------------------------- THE LACLEDE GROUP, INC. Ticker: LG Security ID: 505597104 Meeting Date: JAN 29, 2015 Meeting Type: Annual Record Date: NOV 20, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE THE LACLEDE GROUP 2015 EQUITY For For Management INCENTIVE PLAN. 3 RATIFY THE APPOINTMENT OF DELOITTE & For No Management TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE THE LACLEDE GROUP 2015 EQUITY For For Management INCENTIVE PLAN. 3 RATIFY THE APPOINTMENT OF DELOITTE & For No Management TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE THE LACLEDE GROUP 2015 EQUITY For For Management INCENTIVE PLAN. 3 RATIFY THE APPOINTMENT OF DELOITTE & For No Management TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE THE LACLEDE GROUP 2015 EQUITY For For Management INCENTIVE PLAN. 3 RATIFY THE APPOINTMENT OF DELOITTE & For No Management TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE THE LACLEDE GROUP 2015 EQUITY For For Management INCENTIVE PLAN. 3 RATIFY THE APPOINTMENT OF DELOITTE & For No Management TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE THE LACLEDE GROUP 2015 EQUITY For For Management INCENTIVE PLAN. 3 RATIFY THE APPOINTMENT OF DELOITTE & For No Management TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR THE 2015 FISCAL YEAR. -------------------------------------------------------------------------------- THE PNC FINANCIAL SERVICES GROUP, INC. Ticker: PNC Security ID: 693475105 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: JAN 30, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles E. Bunch For For Management 1.2 Elect Director Paul W. Chellgren For For Management 1.3 Elect Director Marjorie Rodgers For For Management Cheshire 1.4 Elect Director William S. Demchak For Against Management 1.5 Elect Director Andrew T. Feldstein For For Management 1.6 Elect Director Kay Coles James For For Management 1.7 Elect Director Richard B. Kelson For For Management 1.8 Elect Director Anthony A. Massaro For For Management 1.9 Elect Director Jane G. Pepper For For Management 1.10 Elect Director Donald J. Shepard For For Management 1.11 Elect Director Lorene K. Steffes For For Management 1.12 Elect Director Dennis F. Strigl For For Management 1.13 Elect Director Thomas J. Usher For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- THE PRICELINE GROUP INC. Ticker: PCLN Security ID: 741503403 Meeting Date: JUN 04, 2015 Meeting Type: Annual Record Date: APR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE SELECTION OF DELOITTE & For No Management TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 TO APPROVE ON AN ADVISORY BASIS THE For For Management COMPENSATION PAID BY THE COMPANY TO ITS NAMED EXECUTIVE OFFICERS. 4 TO CONSIDER AND VOTE UPON A No For Management NON-BINDING STOCKHOLDER PROPOSAL CONCERNING STOCKHOLDER ACTION BY WRITTEN CONSENT. 5 TO CONSIDER AND VOTE UPON A No For Management NON-BINDING STOCKHOLDER PROPOSAL CONCERNING PROXY ACCESS. -------------------------------------------------------------------------------- THE PROCTER & GAMBLE COMPANY Ticker: PG Security ID: 742718109 Meeting Date: OCT 14, 2014 Meeting Type: Annual Record Date: AUG 15, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: ANGELA F. BRALY For For Management 1B. ELECTION OF DIRECTOR: KENNETH I. For For Management CHENAULT 1C. ELECTION OF DIRECTOR: SCOTT D. COOK For For Management 1D. ELECTION OF DIRECTOR: SUSAN DESMOND- For For Management HELLMANN 1E. ELECTION OF DIRECTOR: A.G. LAFLEY For For Management 1F. ELECTION OF DIRECTOR: TERRY J. LUNDGREN For For Management 1G. ELECTION OF DIRECTOR: W. JAMES For For Management MCNERNEY, JR. 1H. ELECTION OF DIRECTOR: MARGARET C. For For Management WHITMAN 1I. ELECTION OF DIRECTOR: MARY AGNES For For Management WILDEROTTER 1J. ELECTION OF DIRECTOR: PATRICIA A. For For Management WOERTZ 1K. ELECTION OF DIRECTOR: ERNESTO ZEDILLO For For Management 2. RATIFY APPOINTMENT OF THE INDEPENDENT For For Management REGISTERED PUBLIC ACCOUNTING FIRM 3. APPROVE THE PROCTER & GAMBLE 2014 For For Management STOCK AND INCENTIVE COMPENSATION PLAN 4. ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION (THE SAY ON PAY VOTE) 5. SHAREHOLDER PROPOSAL - REPORT ON Against Against Shareholder UNRECYCLABLE PACKAGING 6. SHAREHOLDER PROPOSAL - REPORT ON Against Against Shareholder ALIGNMENT BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS -------------------------------------------------------------------------------- THE PROGRESSIVE CORPORATION Ticker: PGR Security ID: 743315103 Meeting Date: MAY 15, 2015 Meeting Type: Annual Record Date: MAR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stuart B. Burgdoerfer For For Management 1.2 Elect Director Charles A. Davis For For Management 1.3 Elect Director Roger N. Farah For For Management 1.4 Elect Director Lawton W. Fitt For For Management 1.5 Elect Director Stephen R. Hardis For For Management 1.6 Elect Director Jeffrey D. Kelly For For Management 1.7 Elect Director Patrick H. Nettles For For Management 1.8 Elect Director Glenn M. Renwick For For Management 1.9 Elect Director Bradley T. Sheares For For Management 1.10 Elect Director Barbara R. Snyder For For Management 2 Approve Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify PricewaterhouseCoopers LLP For For Management (PwC) as Auditors -------------------------------------------------------------------------------- THE TRAVELERS COMPANIES, INC. Ticker: TRV Security ID: 89417E109 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: ALAN L. BELLER For For Management 1B. ELECTION OF DIRECTOR: JOHN H. DASBURG For For Management 1C. ELECTION OF DIRECTOR: JANET M. DOLAN For For Management 1D. ELECTION OF DIRECTOR: KENNETH M. For For Management DUBERSTEIN 1E. ELECTION OF DIRECTOR: JAY S. FISHMAN For For Management 1F. ELECTION OF DIRECTOR: PATRICIA L. For For Management HIGGINS 1G. ELECTION OF DIRECTOR: THOMAS R. HODGSON For For Management 1H. ELECTION OF DIRECTOR: WILLIAM J. KANE For For Management 1I. ELECTION OF DIRECTOR: CLEVE L. For For Management KILLINGSWORTH JR. 1J. ELECTION OF DIRECTOR: PHILIP T. For For Management RUEGGER III 1K. ELECTION OF DIRECTOR: DONALD J. SHEPARD For For Management 1L. ELECTION OF DIRECTOR: LAURIE J. THOMSEN For For Management 2 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP AS TRAVELERS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 NON-BINDING VOTE TO APPROVE EXECUTIVE For No Management COMPENSATION. 4 SHAREHOLDER PROPOSAL RELATING TO No For Management POLITICAL CONTRIBUTIONS AND EXPENDITURES, IF PRESENTED AT THE ANNUAL MEETING OF SHAREHOLDERS. -------------------------------------------------------------------------------- THE TRAVELERS COMPANIES, INC. Ticker: TRV Security ID: 89417E109 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Alan L. Beller For For Management 1b Elect Director John H. Dasburg For For Management 1c Elect Director Janet M. Dolan For For Management 1d Elect Director Kenneth M. Duberstein For For Management 1e Elect Director Jay S. Fishman For Against Management 1f Elect Director Patricia L. Higgins For For Management 1g Elect Director Thomas R. Hodgson For For Management 1h Elect Director William J. Kane For For Management 1i Elect Director Cleve L. Killingsworth For For Management Jr. 1j Elect Director Philip T. (Pete) For For Management Ruegger, III 1k Elect Director Donald J. Shepard For For Management 1l Elect Director Laurie J. Thomsen For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Report on Political Contributions Against For Shareholder -------------------------------------------------------------------------------- TIDEWATER INC. Ticker: TDW Security ID: 886423102 Meeting Date: JUL 31, 2014 Meeting Type: Annual Record Date: JUN 13, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 SAY ON PAY VOTE - AN ADVISORY VOTE TO For For Management APPROVE EXECUTIVE COMPENSATION (AS DISCLOSED IN THE PROXY STATEMENT). 3 APPROVAL OF THE TIDEWATER INC. 2014 For For Management STOCK INCENTIVE PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 SAY ON PAY VOTE - AN ADVISORY VOTE TO For For Management APPROVE EXECUTIVE COMPENSATION (AS DISCLOSED IN THE PROXY STATEMENT). 3 APPROVAL OF THE TIDEWATER INC. 2014 For For Management STOCK INCENTIVE PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 SAY ON PAY VOTE - AN ADVISORY VOTE TO For For Management APPROVE EXECUTIVE COMPENSATION (AS DISCLOSED IN THE PROXY STATEMENT). 3 APPROVAL OF THE TIDEWATER INC. 2014 For For Management STOCK INCENTIVE PLAN. 4 RATIFICATION OF THE SELECTION OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 2015. -------------------------------------------------------------------------------- TORCHMARK CORPORATION Ticker: TMK Security ID: 891027104 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: MAR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles E. Adair For For Management 1.2 Elect Director Marilyn A. Alexander For For Management 1.3 Elect Director David L. Boren For For Management 1.4 Elect Director Jane M. Buchan For For Management 1.5 Elect Director Gary L. Coleman For For Management 1.6 Elect Director Larry M. Hutchison For For Management 1.7 Elect Director Robert W. Ingram For For Management 1.8 Elect Director Lloyd W. Newton For For Management 1.9 Elect Director Darren M. Rebelez For For Management 1.10 Elect Director Lamar C. Smith For For Management 1.11 Elect Director Paul J. Zucconi For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- TOTAL S.A. Ticker: TOT Security ID: 89151E109 Meeting Date: MAY 29, 2015 Meeting Type: Annual Record Date: APR 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVAL OF FINANCIAL STATEMENTS OF For For Management THE PARENT COMPANY FOR THE 2014 FISCAL YEAR. 2 APPROVAL OF CONSOLIDATED FINANCIAL For For Management STATEMENTS FOR THE 2014 FISCAL YEAR. 3 ALLOCATION OF EARNINGS, DECLARATION OF For For Management DIVIDEND AND OPTION FOR THE PAYMENT OF THE REMAINING DIVIDEND FOR THE 2014 FISCAL YEAR IN NEW SHARES. 4 OPTION FOR THE PAYMENT OF INTERIM For For Management DIVIDENDS FOR THE 2015 FISCAL YEAR IN NEW SHARES-DELEGATION OF POWERS TO THE BOARD OF DIRECTORS. 5 AUTHORIZATION FOR THE BOARD OF For For Management DIRECTORS TO TRADE IN SHARES OF THE COMPANY. 6 RENEWAL OF THE APPOINTMENT OF MR. For For Management PATRICK ARTUS AS A DIRECTOR. 7 RENEWAL OF THE APPOINTMENT OF MS. For For Management ANNE-MARIE IDRAC AS A DIRECTOR. 8 APPOINTMENT OF MR. PATRICK POUYANNE AS For No Management A DIRECTOR. 9 COMMITMENTS UNDER ARTICLE L. 225-42-1 For For Management OF THE FRENCH COMMERCIAL CODE CONCERNING MR. PATRICK POUYANNE. 10 ADVISORY OPINION ON THE ELEMENTS OF For For Management COMPENSATION DUE OR GRANTED FOR FISCAL YEAR ENDED DECEMBER 31, 2014 TO MR. THIERRY DESMAREST CHAIRMAN OF THE COMPANY SINCE OCTOBER 22, 2014. 11 ADVISORY OPINION ON THE ELEMENTS OF For For Management COMPENSATION DUE OR GRANTED FOR FISCAL YEAR ENDED DECEMBER 31, 2014 TO MR. PATRICK POUYANNE, CHIEF EXECUTIVE OFFICER OF THE COMPANY SINCE OCTOBER 22, 2014. 12 ADVISORY OPINION ON THE ELEMENTS OF For For Management COMPENSATION DUE OR GRANTED FOR FISCAL YEAR ENDED DECEMBER 31, 2014 TO MR. CHRISTOPHE DE MARGERIE, CHAIRMAN AND CHIEF EXECUTIVE OFFICER UNTIL OCTOBER 20, 2014. 13 RECOMMENDATION TO THE BOARD OF No No Management DIRECTORS FOR FAIR PROFIT-SHARING BETWEEN SHAREHOLDERS AND EMPLOYEES. (PLEASE REFER TO RESOLUTION A IN THE NOTICE OF MEETING). -------------------------------------------------------------------------------- TOTAL SA Ticker: FP Security ID: 89151E109 Meeting Date: MAY 29, 2015 Meeting Type: Annual Record Date: APR 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 2.44 per Share 4 Approve Stock Dividend Program (Cash For For Management or New Shares) 5 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 6 Reelect Patrick Artus as Director For For Management 7 Reelect Anne-Marie Idrac as Director For For Management 8 Elect Patrick Pouyanne as Director For For Management 9 Approve Agreement with Patrick For For Management Pouyanne, CEO 10 Advisory Vote on Compensation of For For Management Thierry Desmarest, Chairman since Oct. 22, 2014 11 Advisory Vote on Compensation of For For Management Patrick Pouyanne, CEO since Oct. 22, 2014 12 Advisory Vote on Compensation of For For Management Christophe de Margerie, CEO and Chairman until Oct. 20, 2014 13 Address the Matter of a Fair Sharing Against Against Shareholder of Costs between Shareholders and Company Employees -------------------------------------------------------------------------------- TOWERS WATSON & CO. Ticker: TW Security ID: 891894107 Meeting Date: NOV 13, 2014 Meeting Type: Annual Record Date: SEP 16, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Victor F. Ganzi For For Management 1b Elect Director John J. Haley For For Management 1c Elect Director Leslie S. Heisz For For Management 1d Elect Director Brendan R. O'Neill For For Management 1e Elect Director Linda D. Rabbitt For For Management 1f Elect Director Gilbert T. Ray For For Management 1g Elect Director Paul Thomas For For Management 1h Elect Director Wilhelm Zeller For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- TRANSDIGM GROUP INCORPORATED Ticker: TDG Security ID: 893641100 Meeting Date: MAR 05, 2015 Meeting Type: Annual Record Date: JAN 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO APPROVE (IN AN ADVISORY VOTE) For No Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 TO RATIFY THE SELECTION OF ERNST & For No Management YOUNG LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. -------------------------------------------------------------------------------- TRAVIS PERKINS PLC, NORTHAMPTON Ticker: Security ID: G90202105 Meeting Date: MAY 28, 2015 Meeting Type: Annual General Meeting Record Date: APR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 TO RECEIVE THE COMPANY'S ANNUAL For For Management ACCOUNTS AND REPORTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2014 2 TO RECEIVE AND APPROVE THE DIRECTOR'S For For Management REMUNERATION REPORT (OTHER THAN THE REMUNERATION POLICY), CONTAINED WITHIN THE ANNUAL ACCOUNTS AND REPORTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2014 3 TO DECLARE A FINAL DIVIDEND FOR THE For For Management YEAR ENDED 31 DECEMBER2014 4 TO APPOINT COLINE MCCONVILLE AS A For For Management DIRECTOR 5 TO APPOINT PETE REDFERN AS A DIRECTOR For For Management 6 TO APPOINT JOHN ROGERS AS A DIRECTOR For For Management 7 TO RE-APPOINT RUTH ANDERSON AS A For For Management DIRECTOR 8 TO RE-APPOINT TONY BUFFIN AS A DIRECTOR For For Management 9 TO RE-APPOINT JOHN CARTER AS A DIRECTOR For For Management 10 TO RE-APPOINT CHRIS ROGERS AS A For For Management DIRECTOR 11 TO RE-APPOINT ANDREW SIMON AS A For For Management DIRECTOR 12 TO RE-APPOINT ROBERT WALKER AS A For For Management DIRECTOR 13 TO APPOINT KPMG LLP AS AUDITOR For For Management 14 TO AUTHORISE THE DIRECTORS' TO FIX THE For For Management REMUNERATION OF KPMG LLP 15 TO AUTHORISE THE DIRECTORS TO ALLOT For For Management SECURITIES 16 TO AUTHORISE THE DIRECTORS TO ALLOT For For Management SECURITIES FOR CASH FREE FROM PRE-EMPTION 17 TO CALL A GENERAL MEETING OTHER THAN For No Management AN AGM ON NOT LESS THAN 14 CLEAR DAY'S NOTICE 18 TO AUTHORISE THE COMPANY TO MAKE For For Management MARKET PURCHASES OF ITS OWN ORDINARY SHARES -------------------------------------------------------------------------------- TREEHOUSE FOODS, INC. Ticker: THS Security ID: 89469A104 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 ELECTION OF DIRECTOR: FRANK J. For No Management O'CONNELL 1.2 ELECTION OF DIRECTOR: TERDEMA L. USSERY For For Management 1.3 ELECTION OF DIRECTOR: DAVID B. VERMYLEN For For Management 2 RATIFICATION OF THE SELECTION OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS. 3 TO PROVIDE AN ADVISORY VOTE TO APPROVE For No Management THE COMPANY'S EXECUTIVE COMPENSATION. 4 TO APPROVE THE AMENDMENT AND For For Management RESTATEMENT OF THE TREEHOUSE FOODS, INC. EQUITY AND INCENTIVE PLAN, INCLUDING AN INCREASE IN THE NUMBER OF SHARES SUBJECT TO THE PLAN. 1.1 ELECTION OF DIRECTOR: FRANK J. For No Management O'CONNELL 1.2 ELECTION OF DIRECTOR: TERDEMA L. USSERY For For Management 1.3 ELECTION OF DIRECTOR: DAVID B. VERMYLEN For For Management 2 RATIFICATION OF THE SELECTION OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS. 3 TO PROVIDE AN ADVISORY VOTE TO APPROVE For No Management THE COMPANY'S EXECUTIVE COMPENSATION. 4 TO APPROVE THE AMENDMENT AND For For Management RESTATEMENT OF THE TREEHOUSE FOODS, INC. EQUITY AND INCENTIVE PLAN, INCLUDING AN INCREASE IN THE NUMBER OF SHARES SUBJECT TO THE PLAN. 1.1 ELECTION OF DIRECTOR: FRANK J. For No Management O'CONNELL 1.2 ELECTION OF DIRECTOR: TERDEMA L. USSERY For For Management 1.3 ELECTION OF DIRECTOR: DAVID B. VERMYLEN For For Management 2 RATIFICATION OF THE SELECTION OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS. 3 TO PROVIDE AN ADVISORY VOTE TO APPROVE For No Management THE COMPANY'S EXECUTIVE COMPENSATION. 4 TO APPROVE THE AMENDMENT AND For For Management RESTATEMENT OF THE TREEHOUSE FOODS, INC. EQUITY AND INCENTIVE PLAN, INCLUDING AN INCREASE IN THE NUMBER OF SHARES SUBJECT TO THE PLAN. 1.1 ELECTION OF DIRECTOR: FRANK J. For No Management O'CONNELL 1.2 ELECTION OF DIRECTOR: TERDEMA L. USSERY For For Management 1.3 ELECTION OF DIRECTOR: DAVID B. VERMYLEN For For Management 2 RATIFICATION OF THE SELECTION OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS. 3 TO PROVIDE AN ADVISORY VOTE TO APPROVE For No Management THE COMPANY'S EXECUTIVE COMPENSATION. 4 TO APPROVE THE AMENDMENT AND For For Management RESTATEMENT OF THE TREEHOUSE FOODS, INC. EQUITY AND INCENTIVE PLAN, INCLUDING AN INCREASE IN THE NUMBER OF SHARES SUBJECT TO THE PLAN. 1.1 ELECTION OF DIRECTOR: FRANK J. For No Management O'CONNELL 1.2 ELECTION OF DIRECTOR: TERDEMA L. USSERY For For Management 1.3 ELECTION OF DIRECTOR: DAVID B. VERMYLEN For For Management 2 RATIFICATION OF THE SELECTION OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS. 3 TO PROVIDE AN ADVISORY VOTE TO APPROVE For No Management THE COMPANY'S EXECUTIVE COMPENSATION. 4 TO APPROVE THE AMENDMENT AND For For Management RESTATEMENT OF THE TREEHOUSE FOODS, INC. EQUITY AND INCENTIVE PLAN, INCLUDING AN INCREASE IN THE NUMBER OF SHARES SUBJECT TO THE PLAN. 1.1 ELECTION OF DIRECTOR: FRANK J. For No Management O'CONNELL 1.2 ELECTION OF DIRECTOR: TERDEMA L. USSERY For For Management 1.3 ELECTION OF DIRECTOR: DAVID B. VERMYLEN For For Management 2 RATIFICATION OF THE SELECTION OF For No Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS. 3 TO PROVIDE AN ADVISORY VOTE TO APPROVE For No Management THE COMPANY'S EXECUTIVE COMPENSATION. 4 TO APPROVE THE AMENDMENT AND For For Management RESTATEMENT OF THE TREEHOUSE FOODS, INC. EQUITY AND INCENTIVE PLAN, INCLUDING AN INCREASE IN THE NUMBER OF SHARES SUBJECT TO THE PLAN. -------------------------------------------------------------------------------- TRW AUTOMOTIVE HOLDINGS CORP. Ticker: TRW Security ID: 87264S106 Meeting Date: NOV 19, 2014 Meeting Type: Special Record Date: OCT 17, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 TO ADOPT THE AGREEMENT AND PLAN OF For For Management MERGER, DATED AS OF SEPTEMBER 15, 2014, AS IT MAY BE AMENDED FROM TIME TO TIME, AMONG TRW AUTOMOTIVE HOLDINGS CORP., ZF FRIEDRICHSHAFEN AG AND MSNA, INC. 2 TO APPROVE, ON A NON-BINDING, ADVISORY For No Management BASIS, CERTAIN COMPENSATION THAT WILL OR MAY BE PAID BY TRW AUTOMOTIVE HOLDINGS CORP. TO ITS NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER. 3 TO APPROVE AN ADJOURNMENT OF THE For For Management SPECIAL MEETING OF STOCKHOLDERS OF TRW AUTOMOTIVE HOLDINGS CORP., FROM TIME TO TIME, IF NECESSARY OR APPROPRIATE, FOR THE PURPOSE OF SOLICITING ADDITIONAL VOTES FOR THE ADOPTION OF THE MERGER AGREEMENT. 1 TO ADOPT THE AGREEMENT AND PLAN OF For For Management MERGER, DATED AS OF SEPTEMBER 15, 2014, AS IT MAY BE AMENDED FROM TIME TO TIME, AMONG TRW AUTOMOTIVE HOLDINGS CORP., ZF FRIEDRICHSHAFEN AG AND MSNA, INC. 2 TO APPROVE, ON A NON-BINDING, ADVISORY For No Management BASIS, CERTAIN COMPENSATION THAT WILL OR MAY BE PAID BY TRW AUTOMOTIVE HOLDINGS CORP. TO ITS NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER. 3 TO APPROVE AN ADJOURNMENT OF THE For For Management SPECIAL MEETING OF STOCKHOLDERS OF TRW AUTOMOTIVE HOLDINGS CORP., FROM TIME TO TIME, IF NECESSARY OR APPROPRIATE, FOR THE PURPOSE OF SOLICITING ADDITIONAL VOTES FOR THE ADOPTION OF THE MERGER AGREEMENT. 1 TO ADOPT THE AGREEMENT AND PLAN OF For For Management MERGER, DATED AS OF SEPTEMBER 15, 2014, AS IT MAY BE AMENDED FROM TIME TO TIME, AMONG TRW AUTOMOTIVE HOLDINGS CORP., ZF FRIEDRICHSHAFEN AG AND MSNA, INC. 2 TO APPROVE, ON A NON-BINDING, ADVISORY For No Management BASIS, CERTAIN COMPENSATION THAT WILL OR MAY BE PAID BY TRW AUTOMOTIVE HOLDINGS CORP. TO ITS NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER. 3 TO APPROVE AN ADJOURNMENT OF THE For For Management SPECIAL MEETING OF STOCKHOLDERS OF TRW AUTOMOTIVE HOLDINGS CORP., FROM TIME TO TIME, IF NECESSARY OR APPROPRIATE, FOR THE PURPOSE OF SOLICITING ADDITIONAL VOTES FOR THE ADOPTION OF THE MERGER AGREEMENT. -------------------------------------------------------------------------------- TYSON FOODS, INC. Ticker: TSN Security ID: 902494103 Meeting Date: JAN 30, 2015 Meeting Type: Annual Record Date: DEC 01, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: JOHN TYSON For For Management 1B. ELECTION OF DIRECTOR: KATHLEEN M. BADER For For Management 1C. ELECTION OF DIRECTOR: GAURDIE E. For For Management BANISTER JR. 1D. ELECTION OF DIRECTOR: JIM KEVER For For Management 1E. ELECTION OF DIRECTOR: KEVIN M. MCNAMARA For For Management 1F. ELECTION OF DIRECTOR: BRAD T. SAUER For For Management 1G. ELECTION OF DIRECTOR: DONNIE SMITH For For Management 1H. ELECTION OF DIRECTOR: ROBERT THURBER For For Management 1I. ELECTION OF DIRECTOR: BARBARA A. TYSON For For Management 2 TO RATIFY THE SELECTION OF For For Management PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE FISCAL YEAR ENDING OCTOBER 3, 2015 3 TO CONSIDER AND ACT UPON SHAREHOLDER No No Management PROPOSAL NO. 1 DESCRIBED IN THE PROXY STATEMENT, IF PROPERLY PRESENTED AT THE ANNUAL MEETING 4 TO CONSIDER AND ACT UPON SHAREHOLDER No For Management PROPOSAL NO. 2 DESCRIBED IN THE PROXY STATEMENT, IF PROPERLY PRESENTED AT THE ANNUAL MEETING 5 TO CONSIDER AND ACT UPON SHAREHOLDER No No Management PROPOSAL NO. 3 DESCRIBED IN THE PROXY STATEMENT, IF PROPERLY PRESENTED AT THE ANNUAL MEETING 1A. ELECTION OF DIRECTOR: JOHN TYSON For For Management 1B. ELECTION OF DIRECTOR: KATHLEEN M. BADER For For Management 1C. ELECTION OF DIRECTOR: GAURDIE E. For For Management BANISTER JR. 1D. ELECTION OF DIRECTOR: JIM KEVER For For Management 1E. ELECTION OF DIRECTOR: KEVIN M. MCNAMARA For For Management 1F. ELECTION OF DIRECTOR: BRAD T. SAUER For For Management 1G. ELECTION OF DIRECTOR: DONNIE SMITH For For Management 1H. ELECTION OF DIRECTOR: ROBERT THURBER For For Management 1I. ELECTION OF DIRECTOR: BARBARA A. TYSON For For Management 2 TO RATIFY THE SELECTION OF For For Management PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE FISCAL YEAR ENDING OCTOBER 3, 2015 3 TO CONSIDER AND ACT UPON SHAREHOLDER No No Management PROPOSAL NO. 1 DESCRIBED IN THE PROXY STATEMENT, IF PROPERLY PRESENTED AT THE ANNUAL MEETING 4 TO CONSIDER AND ACT UPON SHAREHOLDER No For Management PROPOSAL NO. 2 DESCRIBED IN THE PROXY STATEMENT, IF PROPERLY PRESENTED AT THE ANNUAL MEETING 5 TO CONSIDER AND ACT UPON SHAREHOLDER No No Management PROPOSAL NO. 3 DESCRIBED IN THE PROXY STATEMENT, IF PROPERLY PRESENTED AT THE ANNUAL MEETING 1A. ELECTION OF DIRECTOR: JOHN TYSON For For Management 1B. ELECTION OF DIRECTOR: KATHLEEN M. BADER For For Management 1C. ELECTION OF DIRECTOR: GAURDIE E. For For Management BANISTER JR. 1D. ELECTION OF DIRECTOR: JIM KEVER For For Management 1E. ELECTION OF DIRECTOR: KEVIN M. MCNAMARA For For Management 1F. ELECTION OF DIRECTOR: BRAD T. SAUER For For Management 1G. ELECTION OF DIRECTOR: DONNIE SMITH For For Management 1H. ELECTION OF DIRECTOR: ROBERT THURBER For For Management 1I. ELECTION OF DIRECTOR: BARBARA A. TYSON For For Management 2 TO RATIFY THE SELECTION OF For For Management PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE FISCAL YEAR ENDING OCTOBER 3, 2015 3 TO CONSIDER AND ACT UPON SHAREHOLDER No No Management PROPOSAL NO. 1 DESCRIBED IN THE PROXY STATEMENT, IF PROPERLY PRESENTED AT THE ANNUAL MEETING 4 TO CONSIDER AND ACT UPON SHAREHOLDER No For Management PROPOSAL NO. 2 DESCRIBED IN THE PROXY STATEMENT, IF PROPERLY PRESENTED AT THE ANNUAL MEETING 5 TO CONSIDER AND ACT UPON SHAREHOLDER No No Management PROPOSAL NO. 3 DESCRIBED IN THE PROXY STATEMENT, IF PROPERLY PRESENTED AT THE ANNUAL MEETING -------------------------------------------------------------------------------- UNITED PARCEL SERVICE, INC. Ticker: UPS Security ID: 911312106 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: DAVID P. ABNEY For For Management 1B. ELECTION OF DIRECTOR: RODNEY C. ADKINS For For Management 1C. ELECTION OF DIRECTOR: MICHAEL J. BURNS For For Management 1D. ELECTION OF DIRECTOR: D. SCOTT DAVIS For For Management 1E. ELECTION OF DIRECTOR: WILLIAM R. For For Management JOHNSON 1F. ELECTION OF DIRECTOR: CANDACE KENDLE For For Management 1G. ELECTION OF DIRECTOR: ANN M. LIVERMORE For For Management 1H. ELECTION OF DIRECTOR: RUDY H.P. MARKHAM For For Management 1I. ELECTION OF DIRECTOR: CLARK T. RANDT, For For Management JR. 1J. ELECTION OF DIRECTOR: JOHN T. STANKEY For For Management 1K. ELECTION OF DIRECTOR: CAROL B. TOME For For Management 1L. ELECTION OF DIRECTOR: KEVIN M. WARSH For For Management 2. TO APPROVE THE 2015 OMNIBUS INCENTIVE For For Management COMPENSATION PLAN. 3. TO RATIFY THE APPOINTMENT OF DELOITTE For For Management & TOUCHE LLP AS UPS'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 4. SHAREOWNER PROPOSAL ON LOBBYING Against Against Shareholder DISCLOSURE. 5. SHAREOWNER PROPOSAL TO REDUCE THE Against For Shareholder VOTING POWER OF CLASS A STOCK FROM 10 VOTES PER SHARE TO ONE VOTE PER SHARE. 6. SHAREOWNER PROPOSAL REGARDING TAX Against For Shareholder GROSS-UPS PAYMENTS TO SENIOR EXECUTIVES. -------------------------------------------------------------------------------- UNITED TECHNOLOGIES CORPORATION Ticker: UTX Security ID: 913017109 Meeting Date: APR 27, 2015 Meeting Type: Annual Record Date: MAR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1B. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management GARNIER 1C. ELECTION OF DIRECTOR: GREGORY J. HAYES For For Management 1D. ELECTION OF DIRECTOR: EDWARD A. KANGAS For For Management 1E. ELECTION OF DIRECTOR: ELLEN J. KULLMAN For For Management 1F. ELECTION OF DIRECTOR: MARSHALL O. For For Management LARSEN 1G. ELECTION OF DIRECTOR: HAROLD MCGRAW III For For Management 1H. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1I. ELECTION OF DIRECTOR: H. PATRICK For For Management SWYGERT 1J. ELECTION OF DIRECTOR: ANDRE VILLENEUVE For For Management 1K. ELECTION OF DIRECTOR: CHRISTINE TODD For For Management WHITMAN 2 APPOINTMENT OF PRICEWATERHOUSECOOPERS For No Management LLP AS INDEPENDENT AUDITOR FOR 2015. 3 AN ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1B. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management GARNIER 1C. ELECTION OF DIRECTOR: GREGORY J. HAYES For For Management 1D. ELECTION OF DIRECTOR: EDWARD A. KANGAS For For Management 1E. ELECTION OF DIRECTOR: ELLEN J. KULLMAN For For Management 1F. ELECTION OF DIRECTOR: MARSHALL O. For For Management LARSEN 1G. ELECTION OF DIRECTOR: HAROLD MCGRAW III For For Management 1H. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1I. ELECTION OF DIRECTOR: H. PATRICK For For Management SWYGERT 1J. ELECTION OF DIRECTOR: ANDRE VILLENEUVE For For Management 1K. ELECTION OF DIRECTOR: CHRISTINE TODD For For Management WHITMAN 2 APPOINTMENT OF PRICEWATERHOUSECOOPERS For No Management LLP AS INDEPENDENT AUDITOR FOR 2015. 3 AN ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1B. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management GARNIER 1C. ELECTION OF DIRECTOR: GREGORY J. HAYES For For Management 1D. ELECTION OF DIRECTOR: EDWARD A. KANGAS For For Management 1E. ELECTION OF DIRECTOR: ELLEN J. KULLMAN For For Management 1F. ELECTION OF DIRECTOR: MARSHALL O. For For Management LARSEN 1G. ELECTION OF DIRECTOR: HAROLD MCGRAW III For For Management 1H. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1I. ELECTION OF DIRECTOR: H. PATRICK For For Management SWYGERT 1J. ELECTION OF DIRECTOR: ANDRE VILLENEUVE For For Management 1K. ELECTION OF DIRECTOR: CHRISTINE TODD For For Management WHITMAN 2 APPOINTMENT OF PRICEWATERHOUSECOOPERS For No Management LLP AS INDEPENDENT AUDITOR FOR 2015. 3 AN ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1B. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management GARNIER 1C. ELECTION OF DIRECTOR: GREGORY J. HAYES For For Management 1D. ELECTION OF DIRECTOR: EDWARD A. KANGAS For For Management 1E. ELECTION OF DIRECTOR: ELLEN J. KULLMAN For For Management 1F. ELECTION OF DIRECTOR: MARSHALL O. For For Management LARSEN 1G. ELECTION OF DIRECTOR: HAROLD MCGRAW III For For Management 1H. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1I. ELECTION OF DIRECTOR: H. PATRICK For For Management SWYGERT 1J. ELECTION OF DIRECTOR: ANDRE VILLENEUVE For For Management 1K. ELECTION OF DIRECTOR: CHRISTINE TODD For For Management WHITMAN 2 APPOINTMENT OF PRICEWATERHOUSECOOPERS For No Management LLP AS INDEPENDENT AUDITOR FOR 2015. 3 AN ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1A. ELECTION OF DIRECTOR: JOHN V. FARACI For For Management 1B. ELECTION OF DIRECTOR: JEAN-PIERRE For For Management GARNIER 1C. ELECTION OF DIRECTOR: GREGORY J. HAYES For For Management 1D. ELECTION OF DIRECTOR: EDWARD A. KANGAS For For Management 1E. ELECTION OF DIRECTOR: ELLEN J. KULLMAN For For Management 1F. ELECTION OF DIRECTOR: MARSHALL O. For For Management LARSEN 1G. ELECTION OF DIRECTOR: HAROLD MCGRAW III For For Management 1H. ELECTION OF DIRECTOR: RICHARD B. MYERS For For Management 1I. ELECTION OF DIRECTOR: H. PATRICK For For Management SWYGERT 1J. ELECTION OF DIRECTOR: ANDRE VILLENEUVE For For Management 1K. ELECTION OF DIRECTOR: CHRISTINE TODD For For Management WHITMAN 2 APPOINTMENT OF PRICEWATERHOUSECOOPERS For No Management LLP AS INDEPENDENT AUDITOR FOR 2015. 3 AN ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------- UNITED THERAPEUTICS CORPORATION Ticker: UTHR Security ID: 91307C102 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: APR 30, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION. 3 APPROVAL OF THE UNITED THERAPEUTICS For For Management CORPORATION 2015 STOCK INCENTIVE PLAN. 4 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS UNITED THERAPEUTICS CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION. 3 APPROVAL OF THE UNITED THERAPEUTICS For For Management CORPORATION 2015 STOCK INCENTIVE PLAN. 4 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS UNITED THERAPEUTICS CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION. 3 APPROVAL OF THE UNITED THERAPEUTICS For For Management CORPORATION 2015 STOCK INCENTIVE PLAN. 4 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS UNITED THERAPEUTICS CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION. 3 APPROVAL OF THE UNITED THERAPEUTICS For For Management CORPORATION 2015 STOCK INCENTIVE PLAN. 4 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS UNITED THERAPEUTICS CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 ADVISORY RESOLUTION TO APPROVE For No Management EXECUTIVE COMPENSATION. 3 APPROVAL OF THE UNITED THERAPEUTICS For For Management CORPORATION 2015 STOCK INCENTIVE PLAN. 4 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS UNITED THERAPEUTICS CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. -------------------------------------------------------------------------------- UNITEDHEALTH GROUP INCORPORATED Ticker: UNH Security ID: 91324P102 Meeting Date: JUN 01, 2015 Meeting Type: Annual Record Date: APR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. 1A. ELECTION OF DIRECTOR: WILLIAM C. For For Management BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, M.D. For For Management 1C. ELECTION OF DIRECTOR: RICHARD T. BURKE For For Management 1D. ELECTION OF DIRECTOR: ROBERT J. For For Management DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. For For Management HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. HOOPER For For Management 1G. ELECTION OF DIRECTOR: RODGER A. LAWSON For For Management 1H. ELECTION OF DIRECTOR: GLENN M. RENWICK For For Management 1I. ELECTION OF DIRECTOR: KENNETH I. For For Management SHINE, M.D. 1J. ELECTION OF DIRECTOR: GAIL R. For For Management WILENSKY, PH.D. 2 ADVISORY APPROVAL OF THE COMPANY'S For For Management EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENTS TO THE 2011 For For Management STOCK INCENTIVE PLAN. 4 APPROVAL OF REINCORPORATION OF THE For No Management COMPANY FROM MINNESOTA TO DELAWARE. 5 RATIFICATION OF THE APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 6 THE SHAREHOLDER PROPOSAL SET FORTH IN No For Management THE PROXY STATEMENT REQUESTING A POLICY REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED AT THE 2015 ANNUAL MEETING OF SHAREHOLDERS. -------------------------------------------------------------------------------- UNIVERSAL ELECTRONICS INC. Ticker: UEIC Security ID: 913483103 Meeting Date: JUN 11, 2015 Meeting Type: Annual Record Date: APR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 2 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management GRANT THORNTON LLP, A FIRM OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS, AS THE COMPANY'S AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 1 ELECTION OF DIRECTOR For For Management 2 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management GRANT THORNTON LLP, A FIRM OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS, AS THE COMPANY'S AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 1 ELECTION OF DIRECTOR For For Management 2 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management GRANT THORNTON LLP, A FIRM OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS, AS THE COMPANY'S AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 1 ELECTION OF DIRECTOR For For Management 2 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management GRANT THORNTON LLP, A FIRM OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS, AS THE COMPANY'S AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 1 ELECTION OF DIRECTOR For For Management 2 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management GRANT THORNTON LLP, A FIRM OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS, AS THE COMPANY'S AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 1 ELECTION OF DIRECTOR For For Management 2 SAY ON PAY - AN ADVISORY VOTE ON THE For For Management APPROVAL OF EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management GRANT THORNTON LLP, A FIRM OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS, AS THE COMPANY'S AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. -------------------------------------------------------------------------------- UNIVERSAL HEALTH SERVICES, INC. Ticker: UHS Security ID: 913903100 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 26, 2015 # Proposal Mgt Rec Vote Cast Sponsor 2. PROPOSAL TO APPROVE THE UNIVERSAL For For Management HEALTH SERVICES, INC. THIRD AMENDED AND RESTATED 2005 STOCK INCENTIVE PLAN. 3. PROPOSAL TO APPROVE THE UNIVERSAL For For Management HEALTH SERVICES, INC. AMENDED AND RESTATED 2010 EMPLOYEES' RESTRICTED STOCK PURCHASE PLAN. 4. PROPOSAL TO RE-APPROVE THE MATERIAL For For Management TERMS OF THE PERFORMANCE GOALS UNDER THE UNIVERSAL HEALTH SERVICES, INC. 2010 EXECUTIVE INCENTIVE PLAN. 5. PROPOSAL TO RATIFY THE SELECTION OF For For Management PRICEWATERHOUSECOOPERS LLP, AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 6. STOCKHOLDER PROPOSAL TO CONSIDER A Against For Shareholder RECAPITALIZATION PLAN TO PROVIDE THAT ALL OF THE COMPANY'S OUTSTANDING STOCK HAVE ONE VOTE PER SHARE. -------------------------------------------------------------------------------- URS CORPORATION Ticker: URS Security ID: 903236107 Meeting Date: OCT 16, 2014 Meeting Type: Special Record Date: SEP 12, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 PROPOSAL TO ADOPT THE AGREEMENT AND For For Management PLAN OF MERGER, DATED AS OF JULY 11, 2014, AS IT MAY BE AMENDED FROM TIME TO TIME (THE MERGER AGREEMENT") 2 PROPOSAL TO ADJOURN THE URS SPECIAL For For Management MEETING, IF NECESSARY AND APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO ADOPT THE MERGER AGREEMENT IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT TO APPROVE SUCH PROPOSAL. 3 PROPOSAL, ON AN ADVISORY (NON-BINDING) For For Management BASIS, TO APPROVE THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO URS'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER, AND THE AGREEMENTS AND UNDERSTANDINGS PURSUANT TO WHICH SUCH COMPENSATION MAY BE 1 PROPOSAL TO ADOPT THE AGREEMENT AND For For Management PLAN OF MERGER, DATED AS OF JULY 11, 2014, AS IT MAY BE AMENDED FROM TIME TO TIME (THE MERGER AGREEMENT") 2 PROPOSAL TO ADJOURN THE URS SPECIAL For For Management MEETING, IF NECESSARY AND APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO ADOPT THE MERGER AGREEMENT IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT TO APPROVE SUCH PROPOSAL. 3 PROPOSAL, ON AN ADVISORY (NON-BINDING) For For Management BASIS, TO APPROVE THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO URS'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER, AND THE AGREEMENTS AND UNDERSTANDINGS PURSUANT TO WHICH SUCH COMPENSATION MAY BE 1 PROPOSAL TO ADOPT THE AGREEMENT AND For For Management PLAN OF MERGER, DATED AS OF JULY 11, 2014, AS IT MAY BE AMENDED FROM TIME TO TIME (THE MERGER AGREEMENT") 2 PROPOSAL TO ADJOURN THE URS SPECIAL For For Management MEETING, IF NECESSARY AND APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO ADOPT THE MERGER AGREEMENT IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT TO APPROVE SUCH PROPOSAL. 3 PROPOSAL, ON AN ADVISORY (NON-BINDING) For For Management BASIS, TO APPROVE THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO URS'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER, AND THE AGREEMENTS AND UNDERSTANDINGS PURSUANT TO WHICH SUCH COMPENSATION MAY BE 1 PROPOSAL TO ADOPT THE AGREEMENT AND For For Management PLAN OF MERGER, DATED AS OF JULY 11, 2014, AS IT MAY BE AMENDED FROM TIME TO TIME (THE MERGER AGREEMENT") 2 PROPOSAL TO ADJOURN THE URS SPECIAL For For Management MEETING, IF NECESSARY AND APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO ADOPT THE MERGER AGREEMENT IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT TO APPROVE SUCH PROPOSAL. 3 PROPOSAL, ON AN ADVISORY (NON-BINDING) For For Management BASIS, TO APPROVE THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO URS'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER, AND THE AGREEMENTS AND UNDERSTANDINGS PURSUANT TO WHICH SUCH COMPENSATION MAY BE 1 PROPOSAL TO ADOPT THE AGREEMENT AND For For Management PLAN OF MERGER, DATED AS OF JULY 11, 2014, AS IT MAY BE AMENDED FROM TIME TO TIME (THE MERGER AGREEMENT") 2 PROPOSAL TO ADJOURN THE URS SPECIAL For For Management MEETING, IF NECESSARY AND APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO ADOPT THE MERGER AGREEMENT IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT TO APPROVE SUCH PROPOSAL. 3 PROPOSAL, ON AN ADVISORY (NON-BINDING) For For Management BASIS, TO APPROVE THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO URS'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER, AND THE AGREEMENTS AND UNDERSTANDINGS PURSUANT TO WHICH SUCH COMPENSATION MAY BE 1 PROPOSAL TO ADOPT THE AGREEMENT AND For For Management PLAN OF MERGER, DATED AS OF JULY 11, 2014, AS IT MAY BE AMENDED FROM TIME TO TIME (THE MERGER AGREEMENT") 2 PROPOSAL TO ADJOURN THE URS SPECIAL For For Management MEETING, IF NECESSARY AND APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO ADOPT THE MERGER AGREEMENT IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT TO APPROVE SUCH PROPOSAL. 3 PROPOSAL, ON AN ADVISORY (NON-BINDING) For For Management BASIS, TO APPROVE THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO URS'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER, AND THE AGREEMENTS AND UNDERSTANDINGS PURSUANT TO WHICH SUCH COMPENSATION MAY BE -------------------------------------------------------------------------------- VAALCO ENERGY, INC. Ticker: EGY Security ID: 91851C201 Meeting Date: JUN 03, 2015 Meeting Type: Annual Record Date: APR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF DELOITTE For No Management & TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF DELOITTE For No Management & TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF DELOITTE For No Management & TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF DELOITTE For No Management & TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF DELOITTE For No Management & TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF DELOITTE For No Management & TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF DELOITTE For No Management & TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 TO RATIFY THE APPOINTMENT OF DELOITTE For No Management & TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR 2015. 3 TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------- VALE S.A. Ticker: VALEP Security ID: 91912E204 Meeting Date: APR 17, 2015 Meeting Type: Annual Record Date: APR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor O1A APPRECIATION OF THE MANAGEMENT REPORT For For Management AND ANALYSIS, DISCUSSION AND VOTE OF THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014 O1B PROPOSAL FOR THE DESTINATION OF For For Management PROFITS OF THE FISCAL YEAR 2014 O1D APPOINTMENT OF THE MEMBERS OF THE For For Management FISCAL COUNCIL O1E ESTABLISHMENT OF THE REMUNERATION OF For Abstain Management THE MANAGEMENT AND MEMBERS OF THE FISCAL COUNCIL FOR 2015 E2A PROPOSAL TO AMEND VALE BYLAWS For For Management -------------------------------------------------------------------------------- VALERO ENERGY CORPORATION Ticker: VLO Security ID: 91913Y100 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: MAR 03, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: JERRY D. CHOATE For For Management 1B. ELECTION OF DIRECTOR: JOSEPH W. GORDER For For Management 1C. ELECTION OF DIRECTOR: DEBORAH P. For For Management MAJORAS 1D. ELECTION OF DIRECTOR: DONALD L. NICKLES For For Management 1E. ELECTION OF DIRECTOR: PHILIP J. For For Management PFEIFFER 1F. ELECTION OF DIRECTOR: ROBERT A. For For Management PROFUSEK 1G. ELECTION OF DIRECTOR: SUSAN KAUFMAN For For Management PURCELL 1H. ELECTION OF DIRECTOR: STEPHEN M. WATERS For For Management 1I. ELECTION OF DIRECTOR: RANDALL J. For For Management WEISENBURGER 1J. ELECTION OF DIRECTOR: RAYFORD WILKINS, For For Management JR. 2. RATIFY THE APPOINTMENT OF KPMG LLP AS For For Management VALERO ENERGY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3. APPROVE, BY NON-BINDING VOTE, THE 2014 For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 4. VOTE ON A STOCKHOLDER PROPOSAL Against Against Shareholder ENTITLED, "GREENHOUSE GAS EMISSIONS." -------------------------------------------------------------------------------- VERIZON COMMUNICATIONS INC. Ticker: VZ Security ID: 92343V104 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: SHELLYE L. For For Management ARCHAMBEAU 1B. ELECTION OF DIRECTOR: MARK T. BERTOLINI For For Management 1C. ELECTION OF DIRECTOR: RICHARD L. For For Management CARRION 1D. ELECTION OF DIRECTOR: MELANIE L. HEALEY For For Management 1E. ELECTION OF DIRECTOR: M. FRANCES KEETH For For Management 1F. ELECTION OF DIRECTOR: LOWELL C. MCADAM For For Management 1G. ELECTION OF DIRECTOR: DONALD T. For For Management NICOLAISEN 1H. ELECTION OF DIRECTOR: CLARENCE OTIS, For For Management JR. 1I. ELECTION OF DIRECTOR: RODNEY E. SLATER For For Management 1J. ELECTION OF DIRECTOR: KATHRYN A. TESIJA For For Management 1K. ELECTION OF DIRECTOR: GREGORY D. WASSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 NETWORK NEUTRALITY REPORT No For Management 5 POLITICAL SPENDING REPORT No For Management 6 SEVERANCE APPROVAL POLICY No For Management 7 STOCK RETENTION POLICY No For Management 8 SHAREHOLDER ACTION BY WRITTEN CONSENT No For Management 1A. ELECTION OF DIRECTOR: SHELLYE L. For For Management ARCHAMBEAU 1B. ELECTION OF DIRECTOR: MARK T. BERTOLINI For For Management 1C. ELECTION OF DIRECTOR: RICHARD L. For For Management CARRION 1D. ELECTION OF DIRECTOR: MELANIE L. HEALEY For For Management 1E. ELECTION OF DIRECTOR: M. FRANCES KEETH For For Management 1F. ELECTION OF DIRECTOR: LOWELL C. MCADAM For For Management 1G. ELECTION OF DIRECTOR: DONALD T. For For Management NICOLAISEN 1H. ELECTION OF DIRECTOR: CLARENCE OTIS, For For Management JR. 1I. ELECTION OF DIRECTOR: RODNEY E. SLATER For For Management 1J. ELECTION OF DIRECTOR: KATHRYN A. TESIJA For For Management 1K. ELECTION OF DIRECTOR: GREGORY D. WASSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 NETWORK NEUTRALITY REPORT No For Management 5 POLITICAL SPENDING REPORT No For Management 6 SEVERANCE APPROVAL POLICY No For Management 7 STOCK RETENTION POLICY No For Management 8 SHAREHOLDER ACTION BY WRITTEN CONSENT No For Management 1A. ELECTION OF DIRECTOR: SHELLYE L. For For Management ARCHAMBEAU 1B. ELECTION OF DIRECTOR: MARK T. BERTOLINI For For Management 1C. ELECTION OF DIRECTOR: RICHARD L. For For Management CARRION 1D. ELECTION OF DIRECTOR: MELANIE L. HEALEY For For Management 1E. ELECTION OF DIRECTOR: M. FRANCES KEETH For For Management 1F. ELECTION OF DIRECTOR: LOWELL C. MCADAM For For Management 1G. ELECTION OF DIRECTOR: DONALD T. For For Management NICOLAISEN 1H. ELECTION OF DIRECTOR: CLARENCE OTIS, For For Management JR. 1I. ELECTION OF DIRECTOR: RODNEY E. SLATER For For Management 1J. ELECTION OF DIRECTOR: KATHRYN A. TESIJA For For Management 1K. ELECTION OF DIRECTOR: GREGORY D. WASSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 NETWORK NEUTRALITY REPORT No For Management 5 POLITICAL SPENDING REPORT No For Management 6 SEVERANCE APPROVAL POLICY No For Management 7 STOCK RETENTION POLICY No For Management 8 SHAREHOLDER ACTION BY WRITTEN CONSENT No For Management 1A. ELECTION OF DIRECTOR: SHELLYE L. For For Management ARCHAMBEAU 1B. ELECTION OF DIRECTOR: MARK T. BERTOLINI For For Management 1C. ELECTION OF DIRECTOR: RICHARD L. For For Management CARRION 1D. ELECTION OF DIRECTOR: MELANIE L. HEALEY For For Management 1E. ELECTION OF DIRECTOR: M. FRANCES KEETH For For Management 1F. ELECTION OF DIRECTOR: LOWELL C. MCADAM For For Management 1G. ELECTION OF DIRECTOR: DONALD T. For For Management NICOLAISEN 1H. ELECTION OF DIRECTOR: CLARENCE OTIS, For For Management JR. 1I. ELECTION OF DIRECTOR: RODNEY E. SLATER For For Management 1J. ELECTION OF DIRECTOR: KATHRYN A. TESIJA For For Management 1K. ELECTION OF DIRECTOR: GREGORY D. WASSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 NETWORK NEUTRALITY REPORT No For Management 5 POLITICAL SPENDING REPORT No For Management 6 SEVERANCE APPROVAL POLICY No For Management 7 STOCK RETENTION POLICY No For Management 8 SHAREHOLDER ACTION BY WRITTEN CONSENT No For Management 1A. ELECTION OF DIRECTOR: SHELLYE L. For For Management ARCHAMBEAU 1B. ELECTION OF DIRECTOR: MARK T. BERTOLINI For For Management 1C. ELECTION OF DIRECTOR: RICHARD L. For For Management CARRION 1D. ELECTION OF DIRECTOR: MELANIE L. HEALEY For For Management 1E. ELECTION OF DIRECTOR: M. FRANCES KEETH For For Management 1F. ELECTION OF DIRECTOR: LOWELL C. MCADAM For For Management 1G. ELECTION OF DIRECTOR: DONALD T. For For Management NICOLAISEN 1H. ELECTION OF DIRECTOR: CLARENCE OTIS, For For Management JR. 1I. ELECTION OF DIRECTOR: RODNEY E. SLATER For For Management 1J. ELECTION OF DIRECTOR: KATHRYN A. TESIJA For For Management 1K. ELECTION OF DIRECTOR: GREGORY D. WASSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 NETWORK NEUTRALITY REPORT No For Management 5 POLITICAL SPENDING REPORT No For Management 6 SEVERANCE APPROVAL POLICY No For Management 7 STOCK RETENTION POLICY No For Management 8 SHAREHOLDER ACTION BY WRITTEN CONSENT No For Management 1A. ELECTION OF DIRECTOR: SHELLYE L. For For Management ARCHAMBEAU 1B. ELECTION OF DIRECTOR: MARK T. BERTOLINI For For Management 1C. ELECTION OF DIRECTOR: RICHARD L. For For Management CARRION 1D. ELECTION OF DIRECTOR: MELANIE L. HEALEY For For Management 1E. ELECTION OF DIRECTOR: M. FRANCES KEETH For For Management 1F. ELECTION OF DIRECTOR: LOWELL C. MCADAM For For Management 1G. ELECTION OF DIRECTOR: DONALD T. For For Management NICOLAISEN 1H. ELECTION OF DIRECTOR: CLARENCE OTIS, For For Management JR. 1I. ELECTION OF DIRECTOR: RODNEY E. SLATER For For Management 1J. ELECTION OF DIRECTOR: KATHRYN A. TESIJA For For Management 1K. ELECTION OF DIRECTOR: GREGORY D. WASSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 NETWORK NEUTRALITY REPORT No For Management 5 POLITICAL SPENDING REPORT No For Management 6 SEVERANCE APPROVAL POLICY No For Management 7 STOCK RETENTION POLICY No For Management 8 SHAREHOLDER ACTION BY WRITTEN CONSENT No For Management 1A. ELECTION OF DIRECTOR: SHELLYE L. For For Management ARCHAMBEAU 1B. ELECTION OF DIRECTOR: MARK T. BERTOLINI For For Management 1C. ELECTION OF DIRECTOR: RICHARD L. For For Management CARRION 1D. ELECTION OF DIRECTOR: MELANIE L. HEALEY For For Management 1E. ELECTION OF DIRECTOR: M. FRANCES KEETH For For Management 1F. ELECTION OF DIRECTOR: LOWELL C. MCADAM For For Management 1G. ELECTION OF DIRECTOR: DONALD T. For For Management NICOLAISEN 1H. ELECTION OF DIRECTOR: CLARENCE OTIS, For For Management JR. 1I. ELECTION OF DIRECTOR: RODNEY E. SLATER For For Management 1J. ELECTION OF DIRECTOR: KATHRYN A. TESIJA For For Management 1K. ELECTION OF DIRECTOR: GREGORY D. WASSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 NETWORK NEUTRALITY REPORT No For Management 5 POLITICAL SPENDING REPORT No For Management 6 SEVERANCE APPROVAL POLICY No For Management 7 STOCK RETENTION POLICY No For Management 8 SHAREHOLDER ACTION BY WRITTEN CONSENT No For Management 1A. ELECTION OF DIRECTOR: SHELLYE L. For For Management ARCHAMBEAU 1B. ELECTION OF DIRECTOR: MARK T. BERTOLINI For For Management 1C. ELECTION OF DIRECTOR: RICHARD L. For For Management CARRION 1D. ELECTION OF DIRECTOR: MELANIE L. HEALEY For For Management 1E. ELECTION OF DIRECTOR: M. FRANCES KEETH For For Management 1F. ELECTION OF DIRECTOR: LOWELL C. MCADAM For For Management 1G. ELECTION OF DIRECTOR: DONALD T. For For Management NICOLAISEN 1H. ELECTION OF DIRECTOR: CLARENCE OTIS, For For Management JR. 1I. ELECTION OF DIRECTOR: RODNEY E. SLATER For For Management 1J. ELECTION OF DIRECTOR: KATHRYN A. TESIJA For For Management 1K. ELECTION OF DIRECTOR: GREGORY D. WASSON For For Management 2 RATIFICATION OF APPOINTMENT OF For No Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4 NETWORK NEUTRALITY REPORT No For Management 5 POLITICAL SPENDING REPORT No For Management 6 SEVERANCE APPROVAL POLICY No For Management 7 STOCK RETENTION POLICY No For Management 8 SHAREHOLDER ACTION BY WRITTEN CONSENT No For Management -------------------------------------------------------------------------------- VERIZON COMMUNICATIONS INC. Ticker: VZ Security ID: 92343V104 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: SHELLYE L. For For Management ARCHAMBEAU 1B. ELECTION OF DIRECTOR: MARK T. BERTOLINI For For Management 1C. ELECTION OF DIRECTOR: RICHARD L. For For Management CARRION 1D. ELECTION OF DIRECTOR: MELANIE L. HEALEY For For Management 1E. ELECTION OF DIRECTOR: M. FRANCES KEETH For For Management 1F. ELECTION OF DIRECTOR: LOWELL C. MCADAM For For Management 1G. ELECTION OF DIRECTOR: DONALD T. For For Management NICOLAISEN 1H. ELECTION OF DIRECTOR: CLARENCE OTIS, For For Management JR. 1I. ELECTION OF DIRECTOR: RODNEY E. SLATER For For Management 1J. ELECTION OF DIRECTOR: KATHRYN A. TESIJA For For Management 1K. ELECTION OF DIRECTOR: GREGORY D. WASSON For For Management 2. RATIFICATION OF APPOINTMENT OF For For Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3. ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION 4. NETWORK NEUTRALITY REPORT Against Against Shareholder 5. POLITICAL SPENDING REPORT Against Against Shareholder 6. SEVERANCE APPROVAL POLICY Against Against Shareholder 7. STOCK RETENTION POLICY Against Against Shareholder 8. SHAREHOLDER ACTION BY WRITTEN CONSENT Against Against Shareholder -------------------------------------------------------------------------------- VERIZON COMMUNICATIONS INC. Ticker: VZ Security ID: 92343V104 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Shellye L. Archambeau For For Management 1.2 Elect Director Mark T. Bertolini For For Management 1.3 Elect Director Richard L. Carrion For For Management 1.4 Elect Director Melanie L. Healey For For Management 1.5 Elect Director M. Frances Keeth For For Management 1.6 Elect Director Lowell C. McAdam For Against Management 1.7 Elect Director Donald T. Nicolaisen For For Management 1.8 Elect Director Clarence Otis, Jr. For For Management 1.9 Elect Director Rodney E. Slater For For Management 1.10 Elect Director Kathryn A. Tesija For For Management 1.11 Elect Director Gregory D. Wasson For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Report on Net Neutrality Against For Shareholder 5 Report on Indirect Political Against For Shareholder Contributions 6 Submit Severance Agreement Against For Shareholder (Change-in-Control) to Shareholder Vote 7 Stock Retention/Holding Period Against For Shareholder 8 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- VF CORPORATION Ticker: VFC Security ID: 918204108 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: MAR 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For 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Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For 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APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF AN AMENDMENT AND For For Management RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 4 RATIFICATION OF THE SELECTION OF For No Management PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. -------------------------------------------------------------------------------- VINCI SA, RUEIL MALMAISON Ticker: Security ID: F5879X108 Meeting Date: APR 14, 2015 Meeting Type: MIX Record Date: APR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor CMMT PLEASE NOTE IN THE FRENCH MARKET THAT M Note Non Management THE ONLY VALID VOTE OPTIONS ARE FOR" Votable AND "AGAINST" A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE. " CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS M Note Non Management THAT DO NOT HOLD SHARES DIRECTLY WITH Votable A FRENCH CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTO CMMT 25 MAR 2015: PLEASE NOTE THAT M Note Non Management IMPORTANT ADDITIONAL MEETING Votable INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo. journal-officiel.gouv. fr/pdf/2015/0306/201503061500396.pdf. THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL LINK: ht O.1 APPROVAL OF THE CONSOLIDATED FINANCIAL For For Management STATEMENTS FOR THE FINANCIAL YEAR ENDED ON DECEMBER 31, 2014 O.2 APPROVAL OF THE ANNUAL CORPORATE For For Management FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED ON DECEMBER 31, 2014 O.3 ALLOCATION OF INCOME FOR THE FINANCIAL For For Management YEAR ENDED ON DECEMBER 31, 2014 O.4 RENEWAL OF TERM OF MR. ROBERT For For Management CASTAIGNE AS DIRECTOR FOR A FOUR-YEAR PERIOD O.5 RENEWAL OF TERM OF MRS. PASCALE For No Management SOURISSE AS DIRECTOR FOR A FOUR-YEAR PERIOD O.6 APPOINTMENT OF MRS. ANA PAULA PESSOA For For Management AS DIRECTOR FOR A FOUR-YEAR PERIOD O.7 APPOINTMENT OF MRS. JOSIANE MARQUEZ AS For No Management DIRECTOR OF THE COMPANY REPRESENTING EMPLOYEE SHAREHOLDERS FOR A 4-YEAR PERIOD PURSUANT TO ARTICLE 11 OF THE BYLAWS O.8 APPOINTMENT OF MR. GERARD DUEZ AS For No Management DIRECTOR OF THE COMPANY REPRESENTING EMPLOYEE SHAREHOLDERS FOR A 4-YEAR PERIOD PURSUANT TO ARTICLE 11 OF THE BYLAWS O.9 APPOINTMENT OF MRS. KARIN WILLIO AS For No Management DIRECTOR OF THE COMPANY REPRESENTING EMPLOYEE SHAREHOLDERS FOR A 4-YEAR PERIOD PURSUANT TO ARTICLE 11 OF THE BYLAWS O.10 APPOINTMENT OF MR. THOMAS FRANZ AS For No Management DIRECTOR OF THE COMPANY REPRESENTING EMPLOYEE SHAREHOLDERS FOR A 4-YEAR PERIOD PURSUANT TO ARTICLE 11 OF THE BYLAWS O.11 APPOINTMENT OF MR. ROLLAND INNOCENTI For No Management AS DIRECTOR OF THE COMPANY REPRESENTING EMPLOYEE SHAREHOLDERS FOR A 4-YEAR PERIOD PURSUANT TO ARTICLE 11 OF THE BYLAWS O.12 APPOINTMENT OF MR. MICHEL PITTE AS For No Management DIRECTOR OF THE COMPANY REPRESENTING EMPLOYEE SHAREHOLDERS FOR A 4-YEAR PERIOD PURSUANT TO ARTICLE 11 OF THE BYLAWS O.13 SETTING THE AMOUNT OF ATTENDANCE For For Management ALLOWANCES TO BE ALLOCATED TO THE BOARD OF DIRECTORS O.14 RENEWING THE DELEGATION OF POWERS TO For For Management THE BOARD OF DIRECTORS TO ALLOW THE COMPANY TO PURCHASE ITS OWN SHARES O.15 APPROVAL OF THE COMMITMENT OF THE For For Management COMPANY IN FAVOR OF MR. PIERRE COPPEY REGARDING SUPPLEMENTARY PENSION O.16 APPROVAL OF THE AGREEMENT BETWEEN For For Management VINCI AND VINCI CONCESSIONS FOR THE MANAGEMENT OF COMARNIC BRASOV MOTORWAY CONCESSION IN ROMANIA O.17 APPROVAL OF AGREEMENTS BETWEEN VINCI For For Management AND VINCI CONCESSIONS AS PART OF THE FINANCIAL RESTRUCTURING OF VIA SUDWEST SOLUTIONS GMBH O.18 ADVISORY REVIEW OF THE COMPENSATION For For Management OWED OR PAID TO THE PRESIDENT AND CEO FOR THE FINANCIAL YEAR ENDED ON DECEMBER 31, 2014 O.19 ADVISORY REVIEW OF THE COMPENSATION For For Management OWED OR PAID FOR THE FINANCIAL YEAR ENDED ON DECEMBER 31, 2014 TO THE MANAGING DIRECTOR FROM HIS APPOINTMENT ON ARIL 15, 2014 E.20 RENEWING THE AUTHORIZATION GRANTED TO For For Management THE BOARD OF DIRECTORS TO REDUCE SHARE CAPITAL BY CANCELLATION OF VINCI SHARES HELD BY THE COMPANY E.21 DELEGATION OF AUTHORITY GRANTED TO THE For For Management BOARD OF DIRECTORS TO INCREASE SHARE CAPITAL BY INCORPORATION OF RESERVES, PROFITS OR SHARE PREMIUMS E.22 DELEGATION OF AUTHORITY GRANTED TO THE For For Management BOARD OF DIRECTORS TO ISSUE ANY SHARES AND SECURITIES ENTITLING TO EQUITY SECURITIES TO BE ISSUED BY THE COMPANY AND/OR ITS SUBSIDIARIES WHILE MAINTAINING SHAREHOLDERS' PREFERENTIAL SUBSCRIPTION RIGHTS E.23 DELEGATION OF AUTHORITY GRANTED TO THE For For Management BOARD OF DIRECTORS TO ISSUE BONDS CONVERTIBLE INTO AND/OR EXCHANGEABLE FOR NEW SHARES OF THE COMPANY AND/OR ITS SUBSIDIARIES WITH CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHTS E.24 DELEGATION OF AUTHORITY GRANTED TO THE For For Management BOARD OF DIRECTORS TO ISSUE ANY DEBT SECURITIES AND ENTITLING TO EQUITY SECURITIES TO BE ISSUE BY THE COMPANY AND/OR ITS SUBSIDIARIES, OTHER THAN BONDS CONVERTIBLE INTO AND/OR EXCHANGEABLE FOR NEW SHARES WITH CANCELL E.25 AUTHORIZATION TO GRANTED TO THE BOARD For For Management OF DIRECTORS TO INCREASE THE NUMBER OF SECURITIES TO BE ISSUE IN CASE OF OVERSUBSCRIPTION E.26 DELEGATION GRANTED TO THE BOARD OF For For Management DIRECTORS TO ISSUE ANY SHARES AND SECURITIES GIVING ACCESS TO SHARE CAPITAL UP TO 10% OF SHARE CAPITAL, IN CONSIDERATION FOR IN-KIND CONTRIBUTIONS GRANTED TO THE COMPANY AND COMPRISED OF EQUITY SECURITIES OR SECURITIES E.27 DELEGATION OF AUTHORITY GRANTED TO THE For For Management BOARD OF DIRECTORS TO CARRY OUT CAPITAL INCREASES RESERVED FOR EMPLOYEES OF THE COMPANY AND COMPANIES OF VINCI GROUP WHO ARE MEMBERS OF SAVINGS PLANS E.28 DELEGATION OF AUTHORITY GRANTED TO THE For For Management BOARD OF DIRECTORS TO CARRY OUT CAPITAL INCREASES RESERVED THE SUBSCRIPTION RIGHT FOR A CATEGORY OF BENEFICIARIES IN ORDER TO PROVIDE THE EMPLOYEES OF CERTAIN FOREIGN SUBSIDIARIES SIMILAR BENEFITS TO THOSE OFFERED TO E.29 AMENDMENT TO ARTICLE 8 OF THE BYLAWS For For Management RIGHTS ATTACHED TO EACH SHARE" IN ORDER TO RULE OUT THE PROVISION OF LAW NO. 2014-384 OF MARCH 29 E.30 AMENDMENT TO ARTICLE 10 BIS OF THE For No Management BYLAWS OWNERSHIP STRUCTURE" IN ORDER TO COMPLY WITH THE PROVISIONS OF ARTICLE R. 225-85 OF THE COMMERCIAL CODE AND ARTICLE L.233-7 VI OF THE SAME CODE " E.31 AMENDMENT TO ARTICLE 17 OF THE BYLAWS For For Management SHAREHOLDERS' MEETINGS" IN ORDER TO COMPLY WITH THE PROVISIONS OF ARTICLE R. 225-85 OF THE COMMERCIAL CODE AS AMENDED BY ARTICLE 4 OF DECREE NO. 2014-1466 OF DECEMBER 8 E.32 POWERS TO CARRY OUT ALL LEGAL For For Management FORMALITIES -------------------------------------------------------------------------------- VISA INC. Ticker: V Security ID: 92826C839 Meeting Date: JAN 28, 2015 Meeting Type: Annual Record Date: DEC 01, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: MARY B. CRANSTON For No Management 1B. ELECTION OF DIRECTOR: FRANCISCO JAVIER For For Management FERNANDEZ-CARBAJAL 1C. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1D. ELECTION OF DIRECTOR: ROBERT W. For For Management MATSCHULLAT 1E. ELECTION OF DIRECTOR: CATHY E. MINEHAN For For Management 1F. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1G. ELECTION OF DIRECTOR: DAVID J. PANG For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: WILLIAM S. For For Management SHANAHAN 1J. ELECTION OF DIRECTOR: JOHN A.C. For For Management SWAINSON 1K. ELECTION OF DIRECTOR: MAYNARD G. WEBB, For For Management JR. 2 APPROVAL OF AMENDMENTS TO THE FIFTH For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO FACILITATE STOCK SPLITS. 3 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 4 APPROVAL OF THE VISA INC. EMPLOYEE For For Management STOCK PURCHASE PLAN. 5A. APPROVAL OF AMENDMENTS TO THE FIFTH For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: EXITING OUR CORE PAYM 5B. APPROVAL OF AMENDMENTS TO THE FIFTH For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: FUTURE AMENDMENTS TO 5C. APPROVAL OF AMENDMENTS TO THE FIFTH For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: APPROVAL OF EXCEPTION 5D. APPROVAL OF AMENDMENTS TO THE FIFTH For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: REMOVAL OF DIRECTORS 5E. APPROVAL OF AMENDMENTS TO THE FIFTH For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: FUTURE AMENDMENTS TO 6 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015 1A. ELECTION OF DIRECTOR: MARY B. CRANSTON For No Management 1B. ELECTION OF DIRECTOR: FRANCISCO JAVIER For For Management FERNANDEZ-CARBAJAL 1C. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1D. ELECTION OF DIRECTOR: ROBERT W. For For Management MATSCHULLAT 1E. ELECTION OF DIRECTOR: CATHY E. MINEHAN For For Management 1F. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1G. ELECTION OF DIRECTOR: DAVID J. PANG For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: WILLIAM S. For For Management SHANAHAN 1J. ELECTION OF DIRECTOR: JOHN A.C. For For Management SWAINSON 1K. ELECTION OF DIRECTOR: MAYNARD G. WEBB, For For Management JR. 2 APPROVAL OF AMENDMENTS TO THE FIFTH For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO FACILITATE STOCK SPLITS. 3 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 4 APPROVAL OF THE VISA INC. EMPLOYEE For For Management STOCK PURCHASE PLAN. 5A. APPROVAL OF AMENDMENTS TO THE FIFTH For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: EXITING OUR CORE PAYM 5B. APPROVAL OF AMENDMENTS TO THE FIFTH For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: FUTURE AMENDMENTS TO 5C. APPROVAL OF AMENDMENTS TO THE FIFTH For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: APPROVAL OF EXCEPTION 5D. APPROVAL OF AMENDMENTS TO THE FIFTH For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: REMOVAL OF DIRECTORS 5E. APPROVAL OF AMENDMENTS TO THE FIFTH For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: FUTURE AMENDMENTS TO 6 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015 1A. ELECTION OF DIRECTOR: MARY B. CRANSTON For No Management 1B. ELECTION OF DIRECTOR: FRANCISCO JAVIER For For Management FERNANDEZ-CARBAJAL 1C. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1D. ELECTION OF DIRECTOR: ROBERT W. For For Management MATSCHULLAT 1E. ELECTION OF DIRECTOR: CATHY E. MINEHAN For For Management 1F. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1G. ELECTION OF DIRECTOR: DAVID J. PANG For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: WILLIAM S. For For Management SHANAHAN 1J. ELECTION OF DIRECTOR: JOHN A.C. For For Management SWAINSON 1K. ELECTION OF DIRECTOR: MAYNARD G. WEBB, For For Management JR. 2 APPROVAL OF AMENDMENTS TO THE FIFTH For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO FACILITATE STOCK SPLITS. 3 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 4 APPROVAL OF THE VISA INC. EMPLOYEE For For Management STOCK PURCHASE PLAN. 5A. APPROVAL OF AMENDMENTS TO THE FIFTH For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: EXITING OUR CORE PAYM 5B. APPROVAL OF AMENDMENTS TO THE FIFTH For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: FUTURE AMENDMENTS TO 5C. APPROVAL OF AMENDMENTS TO THE FIFTH For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: APPROVAL OF EXCEPTION 5D. APPROVAL OF AMENDMENTS TO THE FIFTH For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: REMOVAL OF DIRECTORS 5E. APPROVAL OF AMENDMENTS TO THE FIFTH For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: FUTURE AMENDMENTS TO 6 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015 1A. ELECTION OF DIRECTOR: MARY B. CRANSTON For No Management 1B. ELECTION OF DIRECTOR: FRANCISCO JAVIER For For Management FERNANDEZ-CARBAJAL 1C. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1D. ELECTION OF DIRECTOR: ROBERT W. For For Management MATSCHULLAT 1E. ELECTION OF DIRECTOR: CATHY E. MINEHAN For For Management 1F. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1G. ELECTION OF DIRECTOR: DAVID J. PANG For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: WILLIAM S. For For Management SHANAHAN 1J. ELECTION OF DIRECTOR: JOHN A.C. For For Management SWAINSON 1K. ELECTION OF DIRECTOR: MAYNARD G. WEBB, For For Management JR. 2 APPROVAL OF AMENDMENTS TO THE FIFTH For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO FACILITATE STOCK SPLITS. 3 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 4 APPROVAL OF THE VISA INC. EMPLOYEE For For Management STOCK PURCHASE PLAN. 5A. APPROVAL OF AMENDMENTS TO THE FIFTH For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: EXITING OUR CORE PAYM 5B. APPROVAL OF AMENDMENTS TO THE FIFTH For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: FUTURE AMENDMENTS TO 5C. APPROVAL OF AMENDMENTS TO THE FIFTH For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: APPROVAL OF EXCEPTION 5D. APPROVAL OF AMENDMENTS TO THE FIFTH For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: REMOVAL OF DIRECTORS 5E. APPROVAL OF AMENDMENTS TO THE FIFTH For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: FUTURE AMENDMENTS TO 6 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015 1A. ELECTION OF DIRECTOR: MARY B. CRANSTON For No Management 1B. ELECTION OF DIRECTOR: FRANCISCO JAVIER For For Management FERNANDEZ-CARBAJAL 1C. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1D. ELECTION OF DIRECTOR: ROBERT W. For For Management MATSCHULLAT 1E. ELECTION OF DIRECTOR: CATHY E. MINEHAN For For Management 1F. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1G. ELECTION OF DIRECTOR: DAVID J. PANG For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: WILLIAM S. For For Management SHANAHAN 1J. ELECTION OF DIRECTOR: JOHN A.C. For For Management SWAINSON 1K. ELECTION OF DIRECTOR: MAYNARD G. WEBB, For For Management JR. 2 APPROVAL OF AMENDMENTS TO THE FIFTH For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO FACILITATE STOCK SPLITS. 3 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 4 APPROVAL OF THE VISA INC. EMPLOYEE For For Management STOCK PURCHASE PLAN. 5A. APPROVAL OF AMENDMENTS TO THE FIFTH For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: EXITING OUR CORE PAYM 5B. APPROVAL OF AMENDMENTS TO THE FIFTH For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: FUTURE AMENDMENTS TO 5C. APPROVAL OF AMENDMENTS TO THE FIFTH For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: APPROVAL OF EXCEPTION 5D. APPROVAL OF AMENDMENTS TO THE FIFTH For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: REMOVAL OF DIRECTORS 5E. APPROVAL OF AMENDMENTS TO THE FIFTH For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: FUTURE AMENDMENTS TO 6 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015 1A. ELECTION OF DIRECTOR: MARY B. CRANSTON For No Management 1B. ELECTION OF DIRECTOR: FRANCISCO JAVIER For For Management FERNANDEZ-CARBAJAL 1C. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1D. ELECTION OF DIRECTOR: ROBERT W. For For Management MATSCHULLAT 1E. ELECTION OF DIRECTOR: CATHY E. MINEHAN For For Management 1F. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1G. ELECTION OF DIRECTOR: DAVID J. PANG For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: WILLIAM S. For For Management SHANAHAN 1J. ELECTION OF DIRECTOR: JOHN A.C. For For Management SWAINSON 1K. ELECTION OF DIRECTOR: MAYNARD G. WEBB, For For Management JR. 2 APPROVAL OF AMENDMENTS TO THE FIFTH For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO FACILITATE STOCK SPLITS. 3 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 4 APPROVAL OF THE VISA INC. EMPLOYEE For For Management STOCK PURCHASE PLAN. 5A. APPROVAL OF AMENDMENTS TO THE FIFTH For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: EXITING OUR CORE PAYM 5B. APPROVAL OF AMENDMENTS TO THE FIFTH For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: FUTURE AMENDMENTS TO 5C. APPROVAL OF AMENDMENTS TO THE FIFTH For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: APPROVAL OF EXCEPTION 5D. APPROVAL OF AMENDMENTS TO THE FIFTH For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: REMOVAL OF DIRECTORS 5E. APPROVAL OF AMENDMENTS TO THE FIFTH For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: FUTURE AMENDMENTS TO 6 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015 1A. ELECTION OF DIRECTOR: MARY B. CRANSTON For No Management 1B. ELECTION OF DIRECTOR: FRANCISCO JAVIER For For Management FERNANDEZ-CARBAJAL 1C. ELECTION OF DIRECTOR: ALFRED F. KELLY, For For Management JR. 1D. ELECTION OF DIRECTOR: ROBERT W. For For Management MATSCHULLAT 1E. ELECTION OF DIRECTOR: CATHY E. MINEHAN For For Management 1F. ELECTION OF DIRECTOR: SUZANNE NORA For For Management JOHNSON 1G. ELECTION OF DIRECTOR: DAVID J. PANG For For Management 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF For For Management 1I. ELECTION OF DIRECTOR: WILLIAM S. For For Management SHANAHAN 1J. ELECTION OF DIRECTOR: JOHN A.C. For For Management SWAINSON 1K. ELECTION OF DIRECTOR: MAYNARD G. WEBB, For For Management JR. 2 APPROVAL OF AMENDMENTS TO THE FIFTH For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO FACILITATE STOCK SPLITS. 3 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 4 APPROVAL OF THE VISA INC. EMPLOYEE For For Management STOCK PURCHASE PLAN. 5A. APPROVAL OF AMENDMENTS TO THE FIFTH For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: EXITING OUR CORE PAYM 5B. APPROVAL OF AMENDMENTS TO THE FIFTH For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: FUTURE AMENDMENTS TO 5C. APPROVAL OF AMENDMENTS TO THE FIFTH For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: APPROVAL OF EXCEPTION 5D. APPROVAL OF AMENDMENTS TO THE FIFTH For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: REMOVAL OF DIRECTORS 5E. APPROVAL OF AMENDMENTS TO THE FIFTH For For Management AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: FUTURE AMENDMENTS TO 6 RATIFICATION OF THE APPOINTMENT OF For No Management KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015 -------------------------------------------------------------------------------- W. R. BERKLEY CORPORATION Ticker: WRB Security ID: 84423102 Meeting Date: JUN 02, 2015 Meeting Type: Annual Record Date: APR 07, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 ELECTION OF DIRECTOR: WILLIAM R. For For Management BERKLEY 1.2 ELECTION OF DIRECTOR: CHRISTOPHER L For For Management AUGOSTINI 1.3 ELECTION OF DIRECTOR: GEORGE G. DALY For For Management 1.4 ELECTION OF DIRECTOR: JACK H. NUSBAUM For No Management 2 TO APPROVE AN INCREASE IN THE NUMBER For For Management OF SHARES RESERVED UNDER THE W. R. BERKLEY CORPORATION 2012 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED, AND TO RE-APPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS SET FORTH IN THE 2012 STOCK INCENTIVE PLAN FOR PU 3 TO APPROVE AN INCREASE IN THE NUMBER For For Management OF SHARES RESERVED UNDER THE W. R. BERKLEY CORPORATION 2009 DIRECTORS STOCK PLAN, AS AMENDED AND RESTATED. 4 TO CONSIDER AND CAST A NON-BINDING For No Management ADVISORY VOTE ON A RESOLUTION APPROVING THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SECURITIES AND EXCHANGE COMMISSION, OR SAY-ON-PAY" VOTE. " 5 TO RATIFY THE APPOINTMENT OF KPMG LLP For No Management AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 1.1 ELECTION OF DIRECTOR: WILLIAM R. For For Management BERKLEY 1.2 ELECTION OF DIRECTOR: CHRISTOPHER L For For Management AUGOSTINI 1.3 ELECTION OF DIRECTOR: GEORGE G. DALY For For Management 1.4 ELECTION OF DIRECTOR: JACK H. NUSBAUM For No Management 2 TO APPROVE AN INCREASE IN THE NUMBER For For Management OF SHARES RESERVED UNDER THE W. R. BERKLEY CORPORATION 2012 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED, AND TO RE-APPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS SET FORTH IN THE 2012 STOCK INCENTIVE PLAN FOR PU 3 TO APPROVE AN INCREASE IN THE NUMBER For For Management OF SHARES RESERVED UNDER THE W. R. BERKLEY CORPORATION 2009 DIRECTORS STOCK PLAN, AS AMENDED AND RESTATED. 4 TO CONSIDER AND CAST A NON-BINDING For No Management ADVISORY VOTE ON A RESOLUTION APPROVING THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SECURITIES AND EXCHANGE COMMISSION, OR SAY-ON-PAY" VOTE. " 5 TO RATIFY THE APPOINTMENT OF KPMG LLP For No Management AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM -------------------------------------------------------------------------------- WAL-MART STORES, INC. Ticker: WMT Security ID: 931142103 Meeting Date: JUN 05, 2015 Meeting Type: Annual Record Date: APR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Aida M. Alvarez For For Management 1b Elect Director James I. Cash, Jr. For For Management 1c Elect Director Roger C. Corbett For For Management 1d Elect Director Pamela J. Craig For For Management 1e Elect Director Michael T. Duke For For Management 1f Elect Director Timothy P. Flynn For For Management 1g Elect Director Thomas W. Horton For For Management 1h Elect Director Marissa A. Mayer For For Management 1i Elect Director C. Douglas McMillon For For Management 1j Elect Director Gregory B. Penner For For Management 1k Elect Director Steven S. Reinemund For For Management 1l Elect Director Kevin Y. Systrom For For Management 1m Elect Director Jim C. Walton For For Management 1n Elect Director S. Robson Walton For For Management 1o Elect Director Linda S. Wolf For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management 5 Disclosure of Recoupment Activity from Against For Shareholder Senior Officers 6 Provide Proxy Access Right Against For Shareholder 7 Adopt Quantitative GHG Goals for Against Against Shareholder Maritime Shipping 8 Report on Incentive Compensation Plans Against For Shareholder 9 Require Independent Board Chairman Against For Shareholder -------------------------------------------------------------------------------- WALGREEN CO. Ticker: WAG Security ID: 931422109 Meeting Date: DEC 29, 2014 Meeting Type: Special Record Date: NOV 17, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 TO APPROVE AND ADOPT THE AGREEMENT AND For For Management PLAN OF MERGER, DATED AS OF OCTOBER 17, 2014, PURSUANT TO WHICH ONTARIO MERGER SUB, INC. WILL MERGE WITH AND INTO WALGREEN CO. (THE REORG MERGER") AND WALGREEN CO. WILL SURVIVE THE REORG MERGER AS A WHOLLY OWNED SUBS 2 TO APPROVE THE ISSUANCE, IN A PRIVATE For For Management PLACEMENT, OF SHARES OF (A) IF THE REORGANIZATION PROPOSAL IS APPROVED AND THE REORGANIZATION COMPLETED, WALGREENS BOOTS ALLIANCE, INC. COMMON STOCK OR (B) IF THE REORGANIZATION PROPOSAL IS NOT APPROVED OR THE REORGAN 3 TO APPROVE THE ADJOURNMENT OF THE For For Management SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO APPROVE AND ADOPT THE REORGANIZATION PROPOSAL OR THE SHARE ISSUANCE PROPOSAL. 1 TO APPROVE AND ADOPT THE AGREEMENT AND For For Management PLAN OF MERGER, DATED AS OF OCTOBER 17, 2014, PURSUANT TO WHICH ONTARIO MERGER SUB, INC. WILL MERGE WITH AND INTO WALGREEN CO. (THE REORG MERGER") AND WALGREEN CO. WILL SURVIVE THE REORG MERGER AS A WHOLLY OWNED SUBS 2 TO APPROVE THE ISSUANCE, IN A PRIVATE For For Management PLACEMENT, OF SHARES OF (A) IF THE REORGANIZATION PROPOSAL IS APPROVED AND THE REORGANIZATION COMPLETED, WALGREENS BOOTS ALLIANCE, INC. COMMON STOCK OR (B) IF THE REORGANIZATION PROPOSAL IS NOT APPROVED OR THE REORGAN 3 TO APPROVE THE ADJOURNMENT OF THE For For Management SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO APPROVE AND ADOPT THE REORGANIZATION PROPOSAL OR THE SHARE ISSUANCE PROPOSAL. 1 TO APPROVE AND ADOPT THE AGREEMENT AND For For Management PLAN OF MERGER, DATED AS OF OCTOBER 17, 2014, PURSUANT TO WHICH ONTARIO MERGER SUB, INC. WILL MERGE WITH AND INTO WALGREEN CO. (THE REORG MERGER") AND WALGREEN CO. WILL SURVIVE THE REORG MERGER AS A WHOLLY OWNED SUBS 2 TO APPROVE THE ISSUANCE, IN A PRIVATE For For Management PLACEMENT, OF SHARES OF (A) IF THE REORGANIZATION PROPOSAL IS APPROVED AND THE REORGANIZATION COMPLETED, WALGREENS BOOTS ALLIANCE, INC. COMMON STOCK OR (B) IF THE REORGANIZATION PROPOSAL IS NOT APPROVED OR THE REORGAN 3 TO APPROVE THE ADJOURNMENT OF THE For For Management SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO APPROVE AND ADOPT THE REORGANIZATION PROPOSAL OR THE SHARE ISSUANCE PROPOSAL. 1 TO APPROVE AND ADOPT THE AGREEMENT AND For For Management PLAN OF MERGER, DATED AS OF OCTOBER 17, 2014, PURSUANT TO WHICH ONTARIO MERGER SUB, INC. WILL MERGE WITH AND INTO WALGREEN CO. (THE REORG MERGER") AND WALGREEN CO. WILL SURVIVE THE REORG MERGER AS A WHOLLY OWNED SUBS 2 TO APPROVE THE ISSUANCE, IN A PRIVATE For For Management PLACEMENT, OF SHARES OF (A) IF THE REORGANIZATION PROPOSAL IS APPROVED AND THE REORGANIZATION COMPLETED, WALGREENS BOOTS ALLIANCE, INC. COMMON STOCK OR (B) IF THE REORGANIZATION PROPOSAL IS NOT APPROVED OR THE REORGAN 3 TO APPROVE THE ADJOURNMENT OF THE For For Management SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO APPROVE AND ADOPT THE REORGANIZATION PROPOSAL OR THE SHARE ISSUANCE PROPOSAL. 1 TO APPROVE AND ADOPT THE AGREEMENT AND For For Management PLAN OF MERGER, DATED AS OF OCTOBER 17, 2014, PURSUANT TO WHICH ONTARIO MERGER SUB, INC. WILL MERGE WITH AND INTO WALGREEN CO. (THE REORG MERGER") AND WALGREEN CO. WILL SURVIVE THE REORG MERGER AS A WHOLLY OWNED SUBS 2 TO APPROVE THE ISSUANCE, IN A PRIVATE For For Management PLACEMENT, OF SHARES OF (A) IF THE REORGANIZATION PROPOSAL IS APPROVED AND THE REORGANIZATION COMPLETED, WALGREENS BOOTS ALLIANCE, INC. COMMON STOCK OR (B) IF THE REORGANIZATION PROPOSAL IS NOT APPROVED OR THE REORGAN 3 TO APPROVE THE ADJOURNMENT OF THE For For Management SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO APPROVE AND ADOPT THE REORGANIZATION PROPOSAL OR THE SHARE ISSUANCE PROPOSAL. 1 TO APPROVE AND ADOPT THE AGREEMENT AND For For Management PLAN OF MERGER, DATED AS OF OCTOBER 17, 2014, PURSUANT TO WHICH ONTARIO MERGER SUB, INC. WILL MERGE WITH AND INTO WALGREEN CO. (THE REORG MERGER") AND WALGREEN CO. WILL SURVIVE THE REORG MERGER AS A WHOLLY OWNED SUBS 2 TO APPROVE THE ISSUANCE, IN A PRIVATE For For Management PLACEMENT, OF SHARES OF (A) IF THE REORGANIZATION PROPOSAL IS APPROVED AND THE REORGANIZATION COMPLETED, WALGREENS BOOTS ALLIANCE, INC. COMMON STOCK OR (B) IF THE REORGANIZATION PROPOSAL IS NOT APPROVED OR THE REORGAN 3 TO APPROVE THE ADJOURNMENT OF THE For For Management SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO APPROVE AND ADOPT THE REORGANIZATION PROPOSAL OR THE SHARE ISSUANCE PROPOSAL. 1 TO APPROVE AND ADOPT THE AGREEMENT AND For For Management PLAN OF MERGER, DATED AS OF OCTOBER 17, 2014, PURSUANT TO WHICH ONTARIO MERGER SUB, INC. WILL MERGE WITH AND INTO WALGREEN CO. (THE REORG MERGER") AND WALGREEN CO. WILL SURVIVE THE REORG MERGER AS A WHOLLY OWNED SUBS 2 TO APPROVE THE ISSUANCE, IN A PRIVATE For For Management PLACEMENT, OF SHARES OF (A) IF THE REORGANIZATION PROPOSAL IS APPROVED AND THE REORGANIZATION COMPLETED, WALGREENS BOOTS ALLIANCE, INC. COMMON STOCK OR (B) IF THE REORGANIZATION PROPOSAL IS NOT APPROVED OR THE REORGAN 3 TO APPROVE THE ADJOURNMENT OF THE For For Management SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO APPROVE AND ADOPT THE REORGANIZATION PROPOSAL OR THE SHARE ISSUANCE PROPOSAL. -------------------------------------------------------------------------------- WALGREENS BOOTS ALLIANCE Ticker: WBA Security ID: 931427108 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: MAR 30, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: JANICE M. BABIAK For For Management 1B. ELECTION OF DIRECTOR: DAVID J. BRAILER For For Management 1C. ELECTION OF DIRECTOR: STEVEN A. DAVIS For For Management 1D. ELECTION OF DIRECTOR: WILLIAM C. FOOTE For No Management 1E. ELECTION OF DIRECTOR: GINGER L. GRAHAM For For Management 1F. ELECTION OF DIRECTOR: JOHN A. LEDERER For For Management 1G. ELECTION OF DIRECTOR: DOMINIC P. MURPHY For For Management 1H. ELECTION OF DIRECTOR: STEFANO PESSINA For For Management 1I. ELECTION OF DIRECTOR: BARRY ROSENSTEIN For For Management 1J. ELECTION OF DIRECTOR: LEONARD D. For For Management SCHAEFFER 1K. ELECTION OF DIRECTOR: NANCY M. For For Management SCHLICHTING 1L. ELECTION OF DIRECTOR: JAMES A. SKINNER For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 3 RATIFY THE APPOINTMENT OF DELOITTE & For No Management TOUCHE LLP AS WALGREENS BOOTS ALLIANCE, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 STOCKHOLDER PROPOSAL REGARDING AN No For Management EXECUTIVE EQUITY RETENTION POLICY. 5 STOCKHOLDER PROPOSAL REGARDING No For Management ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL. 6 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 7 STOCKHOLDER PROPOSAL REGARDING LINKING No No Management EXECUTIVE PAY TO PERFORMANCE ON SUSTAINABILITY GOALS. 1A. ELECTION OF DIRECTOR: JANICE M. BABIAK For For Management 1B. ELECTION OF DIRECTOR: DAVID J. BRAILER For For Management 1C. ELECTION OF DIRECTOR: STEVEN A. DAVIS For For Management 1D. ELECTION OF DIRECTOR: WILLIAM C. FOOTE For No Management 1E. ELECTION OF DIRECTOR: GINGER L. GRAHAM For For Management 1F. ELECTION OF DIRECTOR: JOHN A. LEDERER For For Management 1G. ELECTION OF DIRECTOR: DOMINIC P. MURPHY For For Management 1H. ELECTION OF DIRECTOR: STEFANO PESSINA For For Management 1I. ELECTION OF DIRECTOR: BARRY ROSENSTEIN For For Management 1J. ELECTION OF DIRECTOR: LEONARD D. For For Management SCHAEFFER 1K. ELECTION OF DIRECTOR: NANCY M. For For Management SCHLICHTING 1L. ELECTION OF DIRECTOR: JAMES A. SKINNER For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 3 RATIFY THE APPOINTMENT OF DELOITTE & For No Management TOUCHE LLP AS WALGREENS BOOTS ALLIANCE, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 STOCKHOLDER PROPOSAL REGARDING AN No For Management EXECUTIVE EQUITY RETENTION POLICY. 5 STOCKHOLDER PROPOSAL REGARDING No For Management ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL. 6 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 7 STOCKHOLDER PROPOSAL REGARDING LINKING No No Management EXECUTIVE PAY TO PERFORMANCE ON SUSTAINABILITY GOALS. 1A. ELECTION OF DIRECTOR: JANICE M. BABIAK For For Management 1B. ELECTION OF DIRECTOR: DAVID J. BRAILER For For Management 1C. ELECTION OF DIRECTOR: STEVEN A. DAVIS For For Management 1D. ELECTION OF DIRECTOR: WILLIAM C. FOOTE For No Management 1E. ELECTION OF DIRECTOR: GINGER L. GRAHAM For For Management 1F. ELECTION OF DIRECTOR: JOHN A. LEDERER For For Management 1G. ELECTION OF DIRECTOR: DOMINIC P. MURPHY For For Management 1H. ELECTION OF DIRECTOR: STEFANO PESSINA For For Management 1I. ELECTION OF DIRECTOR: BARRY ROSENSTEIN For For Management 1J. ELECTION OF DIRECTOR: LEONARD D. For For Management SCHAEFFER 1K. ELECTION OF DIRECTOR: NANCY M. For For Management SCHLICHTING 1L. ELECTION OF DIRECTOR: JAMES A. SKINNER For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 3 RATIFY THE APPOINTMENT OF DELOITTE & For No Management TOUCHE LLP AS WALGREENS BOOTS ALLIANCE, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 STOCKHOLDER PROPOSAL REGARDING AN No For Management EXECUTIVE EQUITY RETENTION POLICY. 5 STOCKHOLDER PROPOSAL REGARDING No For Management ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL. 6 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 7 STOCKHOLDER PROPOSAL REGARDING LINKING No No Management EXECUTIVE PAY TO PERFORMANCE ON SUSTAINABILITY GOALS. 1A. ELECTION OF DIRECTOR: JANICE M. BABIAK For For Management 1B. ELECTION OF DIRECTOR: DAVID J. BRAILER For For Management 1C. ELECTION OF DIRECTOR: STEVEN A. DAVIS For For Management 1D. ELECTION OF DIRECTOR: WILLIAM C. FOOTE For No Management 1E. ELECTION OF DIRECTOR: GINGER L. GRAHAM For For Management 1F. ELECTION OF DIRECTOR: JOHN A. LEDERER For For Management 1G. ELECTION OF DIRECTOR: DOMINIC P. MURPHY For For Management 1H. ELECTION OF DIRECTOR: STEFANO PESSINA For For Management 1I. ELECTION OF DIRECTOR: BARRY ROSENSTEIN For For Management 1J. ELECTION OF DIRECTOR: LEONARD D. For For Management SCHAEFFER 1K. ELECTION OF DIRECTOR: NANCY M. For For Management SCHLICHTING 1L. ELECTION OF DIRECTOR: JAMES A. SKINNER For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 3 RATIFY THE APPOINTMENT OF DELOITTE & For No Management TOUCHE LLP AS WALGREENS BOOTS ALLIANCE, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 STOCKHOLDER PROPOSAL REGARDING AN No For Management EXECUTIVE EQUITY RETENTION POLICY. 5 STOCKHOLDER PROPOSAL REGARDING No For Management ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL. 6 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 7 STOCKHOLDER PROPOSAL REGARDING LINKING No No Management EXECUTIVE PAY TO PERFORMANCE ON SUSTAINABILITY GOALS. 1A. ELECTION OF DIRECTOR: JANICE M. BABIAK For For Management 1B. ELECTION OF DIRECTOR: DAVID J. BRAILER For For Management 1C. ELECTION OF DIRECTOR: STEVEN A. DAVIS For For Management 1D. ELECTION OF DIRECTOR: WILLIAM C. FOOTE For No Management 1E. ELECTION OF DIRECTOR: GINGER L. GRAHAM For For Management 1F. ELECTION OF DIRECTOR: JOHN A. LEDERER For For Management 1G. ELECTION OF DIRECTOR: DOMINIC P. MURPHY For For Management 1H. ELECTION OF DIRECTOR: STEFANO PESSINA For For Management 1I. ELECTION OF DIRECTOR: BARRY ROSENSTEIN For For Management 1J. ELECTION OF DIRECTOR: LEONARD D. For For Management SCHAEFFER 1K. ELECTION OF DIRECTOR: NANCY M. For For Management SCHLICHTING 1L. ELECTION OF DIRECTOR: JAMES A. SKINNER For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 3 RATIFY THE APPOINTMENT OF DELOITTE & For No Management TOUCHE LLP AS WALGREENS BOOTS ALLIANCE, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 STOCKHOLDER PROPOSAL REGARDING AN No For Management EXECUTIVE EQUITY RETENTION POLICY. 5 STOCKHOLDER PROPOSAL REGARDING No For Management ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL. 6 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 7 STOCKHOLDER PROPOSAL REGARDING LINKING No No Management EXECUTIVE PAY TO PERFORMANCE ON SUSTAINABILITY GOALS. 1A. ELECTION OF DIRECTOR: JANICE M. BABIAK For For Management 1B. ELECTION OF DIRECTOR: DAVID J. BRAILER For For Management 1C. ELECTION OF DIRECTOR: STEVEN A. DAVIS For For Management 1D. ELECTION OF DIRECTOR: WILLIAM C. FOOTE For No Management 1E. ELECTION OF DIRECTOR: GINGER L. GRAHAM For For Management 1F. ELECTION OF DIRECTOR: JOHN A. LEDERER For For Management 1G. ELECTION OF DIRECTOR: DOMINIC P. MURPHY For For Management 1H. ELECTION OF DIRECTOR: STEFANO PESSINA For For Management 1I. ELECTION OF DIRECTOR: BARRY ROSENSTEIN For For Management 1J. ELECTION OF DIRECTOR: LEONARD D. For For Management SCHAEFFER 1K. ELECTION OF DIRECTOR: NANCY M. For For Management SCHLICHTING 1L. ELECTION OF DIRECTOR: JAMES A. SKINNER For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 3 RATIFY THE APPOINTMENT OF DELOITTE & For No Management TOUCHE LLP AS WALGREENS BOOTS ALLIANCE, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 STOCKHOLDER PROPOSAL REGARDING AN No For Management EXECUTIVE EQUITY RETENTION POLICY. 5 STOCKHOLDER PROPOSAL REGARDING No For Management ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL. 6 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 7 STOCKHOLDER PROPOSAL REGARDING LINKING No No Management EXECUTIVE PAY TO PERFORMANCE ON SUSTAINABILITY GOALS. 1A. ELECTION OF DIRECTOR: JANICE M. BABIAK For For Management 1B. ELECTION OF DIRECTOR: DAVID J. BRAILER For For Management 1C. ELECTION OF DIRECTOR: STEVEN A. DAVIS For For Management 1D. ELECTION OF DIRECTOR: WILLIAM C. FOOTE For No Management 1E. ELECTION OF DIRECTOR: GINGER L. GRAHAM For For Management 1F. ELECTION OF DIRECTOR: JOHN A. LEDERER For For Management 1G. ELECTION OF DIRECTOR: DOMINIC P. MURPHY For For Management 1H. ELECTION OF DIRECTOR: STEFANO PESSINA For For Management 1I. ELECTION OF DIRECTOR: BARRY ROSENSTEIN For For Management 1J. ELECTION OF DIRECTOR: LEONARD D. For For Management SCHAEFFER 1K. ELECTION OF DIRECTOR: NANCY M. For For Management SCHLICHTING 1L. ELECTION OF DIRECTOR: JAMES A. SKINNER For For Management 2 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 3 RATIFY THE APPOINTMENT OF DELOITTE & For No Management TOUCHE LLP AS WALGREENS BOOTS ALLIANCE, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4 STOCKHOLDER PROPOSAL REGARDING AN No For Management EXECUTIVE EQUITY RETENTION POLICY. 5 STOCKHOLDER PROPOSAL REGARDING No For Management ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL. 6 STOCKHOLDER PROPOSAL REGARDING PROXY No For Management ACCESS. 7 STOCKHOLDER PROPOSAL REGARDING LINKING No No Management EXECUTIVE PAY TO PERFORMANCE ON SUSTAINABILITY GOALS. -------------------------------------------------------------------------------- WELLS FARGO & COMPANY Ticker: WFC Security ID: 949746101 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: MAR 03, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A) ELECTION OF DIRECTOR: JOHN D. BAKER II For For Management 1B) ELECTION OF DIRECTOR: ELAINE L. CHAO For For Management 1C) ELECTION OF DIRECTOR: JOHN S. CHEN For For Management 1D) ELECTION OF DIRECTOR: LLOYD H. DEAN For For Management 1E) ELECTION OF DIRECTOR: ELIZABETH A. DUKE For For Management 1F) ELECTION OF DIRECTOR: SUSAN E. ENGEL For For Management 1G) ELECTION OF DIRECTOR: ENRIQUE For For Management HERNANDEZ, JR. 1H) ELECTION OF DIRECTOR: DONALD M. JAMES For For Management 1I) ELECTION OF DIRECTOR: CYNTHIA H. For No Management MILLIGAN 1J) ELECTION OF DIRECTOR: FEDERICO F. PENA For For Management 1K) ELECTION OF DIRECTOR: JAMES H. QUIGLEY For For Management 1L) ELECTION OF DIRECTOR: JUDITH M. RUNSTAD For For Management 1M) ELECTION OF DIRECTOR: STEPHEN W. SANGER For For Management 1N) ELECTION OF DIRECTOR: JOHN G. STUMPF For For Management 1O) ELECTION OF DIRECTOR: SUSAN G. SWENSON For For Management 1P) ELECTION OF DIRECTOR: SUZANNE M. For For Management VAUTRINOT 2 VOTE ON AN ADVISORY RESOLUTION TO For For Management APPROVE EXECUTIVE COMPENSATION. 3 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 ADOPT A POLICY TO REQUIRE AN No For Management INDEPENDENT CHAIRMAN. 5 PROVIDE A REPORT ON THE COMPANY'S No For Management LOBBYING POLICIES AND PRACTICES. 1A) ELECTION OF DIRECTOR: JOHN D. BAKER II For For Management 1B) ELECTION OF DIRECTOR: ELAINE L. CHAO For For Management 1C) ELECTION OF DIRECTOR: JOHN S. CHEN For For Management 1D) ELECTION OF DIRECTOR: LLOYD H. DEAN For For Management 1E) ELECTION OF DIRECTOR: ELIZABETH A. DUKE For For Management 1F) ELECTION OF DIRECTOR: SUSAN E. ENGEL For For Management 1G) ELECTION OF DIRECTOR: ENRIQUE For For Management HERNANDEZ, JR. 1H) ELECTION OF DIRECTOR: DONALD M. JAMES For For Management 1I) ELECTION OF DIRECTOR: CYNTHIA H. For No Management MILLIGAN 1J) ELECTION OF DIRECTOR: FEDERICO F. PENA For For Management 1K) ELECTION OF DIRECTOR: JAMES H. QUIGLEY For For Management 1L) ELECTION OF DIRECTOR: JUDITH M. RUNSTAD For For Management 1M) ELECTION OF DIRECTOR: STEPHEN W. SANGER For For Management 1N) ELECTION OF DIRECTOR: JOHN G. STUMPF For For Management 1O) ELECTION OF DIRECTOR: SUSAN G. SWENSON For For Management 1P) ELECTION OF DIRECTOR: SUZANNE M. For For Management VAUTRINOT 2 VOTE ON AN ADVISORY RESOLUTION TO For For Management APPROVE EXECUTIVE COMPENSATION. 3 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 ADOPT A POLICY TO REQUIRE AN No For Management INDEPENDENT CHAIRMAN. 5 PROVIDE A REPORT ON THE COMPANY'S No For Management LOBBYING POLICIES AND PRACTICES. 1A) ELECTION OF DIRECTOR: JOHN D. BAKER II For For Management 1B) ELECTION OF DIRECTOR: ELAINE L. CHAO For For Management 1C) ELECTION OF DIRECTOR: JOHN S. CHEN For For Management 1D) ELECTION OF DIRECTOR: LLOYD H. DEAN For For Management 1E) ELECTION OF DIRECTOR: ELIZABETH A. DUKE For For Management 1F) ELECTION OF DIRECTOR: SUSAN E. ENGEL For For Management 1G) ELECTION OF DIRECTOR: ENRIQUE For For Management HERNANDEZ, JR. 1H) ELECTION OF DIRECTOR: DONALD M. JAMES For For Management 1I) ELECTION OF DIRECTOR: CYNTHIA H. For No Management MILLIGAN 1J) ELECTION OF DIRECTOR: FEDERICO F. PENA For For Management 1K) ELECTION OF DIRECTOR: JAMES H. QUIGLEY For For Management 1L) ELECTION OF DIRECTOR: JUDITH M. RUNSTAD For For Management 1M) ELECTION OF DIRECTOR: STEPHEN W. SANGER For For Management 1N) ELECTION OF DIRECTOR: JOHN G. STUMPF For For Management 1O) ELECTION OF DIRECTOR: SUSAN G. SWENSON For For Management 1P) ELECTION OF DIRECTOR: SUZANNE M. For For Management VAUTRINOT 2 VOTE ON AN ADVISORY RESOLUTION TO For For Management APPROVE EXECUTIVE COMPENSATION. 3 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 ADOPT A POLICY TO REQUIRE AN No For Management INDEPENDENT CHAIRMAN. 5 PROVIDE A REPORT ON THE COMPANY'S No For Management LOBBYING POLICIES AND PRACTICES. 1A) ELECTION OF DIRECTOR: JOHN D. BAKER II For For Management 1B) ELECTION OF DIRECTOR: ELAINE L. CHAO For For Management 1C) ELECTION OF DIRECTOR: JOHN S. CHEN For For Management 1D) ELECTION OF DIRECTOR: LLOYD H. DEAN For For Management 1E) ELECTION OF DIRECTOR: ELIZABETH A. DUKE For For Management 1F) ELECTION OF DIRECTOR: SUSAN E. ENGEL For For Management 1G) ELECTION OF DIRECTOR: ENRIQUE For For Management HERNANDEZ, JR. 1H) ELECTION OF DIRECTOR: DONALD M. JAMES For For Management 1I) ELECTION OF DIRECTOR: CYNTHIA H. For No Management MILLIGAN 1J) ELECTION OF DIRECTOR: FEDERICO F. PENA For For Management 1K) ELECTION OF DIRECTOR: JAMES H. QUIGLEY For For Management 1L) ELECTION OF DIRECTOR: JUDITH M. RUNSTAD For For Management 1M) ELECTION OF DIRECTOR: STEPHEN W. SANGER For For Management 1N) ELECTION OF DIRECTOR: JOHN G. STUMPF For For Management 1O) ELECTION OF DIRECTOR: SUSAN G. SWENSON For For Management 1P) ELECTION OF DIRECTOR: SUZANNE M. For For Management VAUTRINOT 2 VOTE ON AN ADVISORY RESOLUTION TO For For Management APPROVE EXECUTIVE COMPENSATION. 3 RATIFY THE APPOINTMENT OF KPMG LLP AS For No Management THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4 ADOPT A POLICY TO REQUIRE AN No For Management INDEPENDENT CHAIRMAN. 5 PROVIDE A REPORT ON THE COMPANY'S No For Management LOBBYING POLICIES AND PRACTICES. -------------------------------------------------------------------------------- WELLS FARGO & COMPANY Ticker: WFC Security ID: 949746101 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: MAR 03, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director John D. Baker, II For For Management 1b Elect Director Elaine L. Chao For For Management 1c Elect Director John S. Chen For For Management 1d Elect Director Lloyd H. Dean For For Management 1e Elect Director Elizabeth A. Duke For For Management 1f Elect Director Susan E. Engel For For Management 1g Elect Director Enrique Hernandez, Jr. For For Management 1h Elect Director Donald M. James For For Management 1i Elect Director Cynthia H. Milligan For For Management 1j Elect Director Federico F. Pena For For Management 1k Elect Director James H. Quigley For For Management 1l Elect Director Judith M. Runstad For For Management 1m Elect Director Stephen W. Sanger For For Management 1n Elect Director John G. Stumpf For Against Management 1o Elect Director Susan G. Swenson For For Management 1p Elect Director Suzanne M. Vautrinot For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management 4 Require Independent Board Chairman Against For Shareholder 5 Report on Lobbying Payments and Policy Against For Shareholder -------------------------------------------------------------------------------- WESCO INTERNATIONAL, INC. Ticker: WCC Security ID: 95082P105 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: APR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPANY'S EXECUTIVE COMPENSATION. 3 RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPANY'S EXECUTIVE COMPENSATION. 3 RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPANY'S EXECUTIVE COMPENSATION. 3 RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPANY'S EXECUTIVE COMPENSATION. 3 RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPANY'S EXECUTIVE COMPENSATION. 3 RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPANY'S EXECUTIVE COMPENSATION. 3 RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. -------------------------------------------------------------------------------- WHIRLPOOL CORPORATION Ticker: WHR Security ID: 963320106 Meeting Date: APR 21, 2015 Meeting Type: Annual Record Date: FEB 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN For For Management 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO For For Management 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ For For Management 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT For For Management 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG For For Management 1F. ELECTION OF DIRECTOR: MICHAEL F. For For Management JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU For For Management 1H. ELECTION OF DIRECTOR: HARISH MANWANI For For Management 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ For For Management 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN For For Management 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE For For Management 2 ADVISORY VOTE TO APPROVE WHIRLPOOL'S For For Management EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. -------------------------------------------------------------------------------- WHITING PETROLEUM CORPORATION Ticker: WLL Security ID: 966387102 Meeting Date: DEC 03, 2014 Meeting Type: Special Record Date: OCT 14, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 TO APPROVE THE ISSUANCE OF WHITING For For Management COMMON STOCK, PAR VALUE $0.001 PER SHARE, PURSUANT TO THE ARRANGEMENT AGREEMENT, DATED AS OF JULY 13, 2014, BY AND AMONG WHITING, 1007695 B.C. LTD. AND KODIAK OIL & GAS CORP., AS THE SAME MAY BE AMENDED FROM TIME TO TIME 2 TO APPROVE ANY MOTION TO ADJOURN THE For For Management WHITING SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES (THE WHITING ADJOURNMENT PROPOSAL"). " 1 TO APPROVE THE ISSUANCE OF WHITING For For Management COMMON STOCK, PAR VALUE $0.001 PER SHARE, PURSUANT TO THE ARRANGEMENT AGREEMENT, DATED AS OF JULY 13, 2014, BY AND AMONG WHITING, 1007695 B.C. LTD. AND KODIAK OIL & GAS CORP., AS THE SAME MAY BE AMENDED FROM TIME TO TIME 2 TO APPROVE ANY MOTION TO ADJOURN THE For For Management WHITING SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES (THE WHITING ADJOURNMENT PROPOSAL"). " 1 TO APPROVE THE ISSUANCE OF WHITING For For Management COMMON STOCK, PAR VALUE $0.001 PER SHARE, PURSUANT TO THE ARRANGEMENT AGREEMENT, DATED AS OF JULY 13, 2014, BY AND AMONG WHITING, 1007695 B.C. LTD. AND KODIAK OIL & GAS CORP., AS THE SAME MAY BE AMENDED FROM TIME TO TIME 2 TO APPROVE ANY MOTION TO ADJOURN THE For For Management WHITING SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES (THE WHITING ADJOURNMENT PROPOSAL"). " -------------------------------------------------------------------------------- WHITING PETROLEUM CORPORATION Ticker: WLL Security ID: 966387102 Meeting Date: JUN 02, 2015 Meeting Type: Annual Record Date: APR 08, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 APPROVAL OF ADVISORY RESOLUTION ON For For Management COMPENSATION OF NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 2 APPROVAL OF ADVISORY RESOLUTION ON For For Management COMPENSATION OF NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF APPOINTMENT OF For No Management DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. -------------------------------------------------------------------------------- WILLIS GROUP HOLDINGS PLC Ticker: WSH Security ID: G96666105 Meeting Date: JUL 23, 2014 Meeting Type: Annual Record Date: MAY 30, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: DOMINIC CASSERLEY For For Management 1B. ELECTION OF DIRECTOR: ANNA C. CATALANO For For Management 1C. ELECTION OF DIRECTOR: SIR ROY GARDNER For For Management 1D. ELECTION OF DIRECTOR: SIR JEREMY HANLEY For For Management 1E. ELECTION OF DIRECTOR: ROBYN S. KRAVIT For For Management 1F. ELECTION OF DIRECTOR: WENDY E. LANE For For Management 1G. ELECTION OF DIRECTOR: FRANCISCO LUZON For For Management 1H. ELECTION OF DIRECTOR: JAMES F. MCCANN For For Management 1I. ELECTION OF DIRECTOR: JAYMIN PATEL For For Management 1J. ELECTION OF DIRECTOR: DOUGLAS B. For For Management ROBERTS 1K. ELECTION OF DIRECTOR: MICHAEL J. SOMERS For For Management 1L. ELECTION OF DIRECTOR: JEFFREY W. UBBEN For For Management 2. TO RATIFY THE REAPPOINTMENT OF For For Management DELOITTE LLP AS INDEPENDENT AUDITORS UNTIL THE CLOSE OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AND AUTHORIZE THE BOARD OF DIRECTORS, ACTING THROUGH THE AUDIT COMMITTEE, TO FIX THE AUDITOR'S REMUNERATION. 3. TO APPROVE, ON AN ADVISORY BASIS, THE For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4. TO APPROVE AN AMENDMENT TO THE For For Management COMPANY'S WILLIS GROUP HOLDINGS PUBLIC LIMITED COMPANY 2012 EQUITY INCENTIVE PLAN (THE "2012 PLAN") TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE UNDER THE 2012 PLAN. 5. TO RENEW THE DIRECTORS' AUTHORITY TO For For Management ISSUE SHARES UNDER IRISH LAW. 6. TO RENEW THE DIRECTORS' AUTHORITY TO For For Management OPT-OUT OF STATUTORY PRE-EMPTION RIGHTS UNDER IRISH LAW. 7. TO AUTHORIZE HOLDING THE 2015 ANNUAL For For Management GENERAL MEETING OF SHAREHOLDERS AT A LOCATION OUTSIDE OF IRELAND. -------------------------------------------------------------------------------- WILLIS GROUP HOLDINGS PLC Ticker: WSH Security ID: G96666105 Meeting Date: JUN 30, 2015 Meeting Type: Annual Record Date: APR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: DOMINIC CASSERLEY For For Management 1B. ELECTION OF DIRECTOR: ANNA C. CATALANO For For Management 1C. ELECTION OF DIRECTOR: SIR ROY GARDNER For For Management 1D. ELECTION OF DIRECTOR: SIR JEREMY HANLEY For For Management 1E. ELECTION OF DIRECTOR: ROBYN S. KRAVIT For For Management 1F. ELECTION OF DIRECTOR: WENDY E. LANE For For Management 1G. ELECTION OF DIRECTOR: FRANCISCO LUZON For For Management 1H. ELECTION OF DIRECTOR: JAMES F. MCCANN For For Management 1I. ELECTION OF DIRECTOR: JAYMIN PATEL For For Management 1J. ELECTION OF DIRECTOR: DOUGLAS B. For For Management ROBERTS 1K. ELECTION OF DIRECTOR: MICHAEL J. SOMERS For For Management 1L. ELECTION OF DIRECTOR: JEFFREY W. UBBEN For For Management 2. TO RATIFY THE REAPPOINTMENT OF For For Management DELOITTE LLP AS INDEPENDENT AUDITORS UNTIL THE CLOSE OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AND AUTHORIZE THE BOARD OF DIRECTORS, ACTING THROUGH THE AUDIT COMMITTEE, TO FIX THE AUDITOR'S REMUNERATION. 3. TO APPROVE, ON AN ADVISORY BASIS, THE For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4. TO RENEW THE BOARD THE AUTHORITY TO For For Management ISSUE SHARES UNDER IRISH LAW FOR ISSUANCES UP TO 33% OF THE COMPANY'S OUTSTANDING SHARE CAPITAL. 5. TO GRANT THE BOARD THE AUTHORITY TO For For Management OPT-OUT OF STATUTORY PRE-EMPTION RIGHTS UNDER IRISH LAW FOR RIGHTS ISSUES AND, SEPARATELY, FOR ISSUANCES UP TO 5% OF THE COMPANY'S OUTSTANDING SHARE CAPITAL. 6. TO AUTHORIZE HOLDING THE 2016 ANNUAL For For Management GENERAL MEETING OF SHAREHOLDERS AT A LOCATION OUTSIDE OF IRELAND. -------------------------------------------------------------------------------- WOLVERINE WORLD WIDE, INC. Ticker: WWW Security ID: 978097103 Meeting Date: APR 22, 2015 Meeting Type: Annual Record Date: MAR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 PROPOSAL TO RATIFY THE APPOINTMENT OF For For Management ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 3 AN ADVISORY RESOLUTION APPROVING For For Management COMPENSATION FOR THE COMPANY'S NAMED EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 PROPOSAL TO RATIFY THE APPOINTMENT OF For For Management ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 3 AN ADVISORY RESOLUTION APPROVING For For Management COMPENSATION FOR THE COMPANY'S NAMED EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 PROPOSAL TO RATIFY THE APPOINTMENT OF For For Management ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 3 AN ADVISORY RESOLUTION APPROVING For For Management COMPENSATION FOR THE COMPANY'S NAMED EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 PROPOSAL TO RATIFY THE APPOINTMENT OF For For Management ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 3 AN ADVISORY RESOLUTION APPROVING For For Management COMPENSATION FOR THE COMPANY'S NAMED EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 PROPOSAL TO RATIFY THE APPOINTMENT OF For For Management ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 3 AN ADVISORY RESOLUTION APPROVING For For Management COMPENSATION FOR THE COMPANY'S NAMED EXECUTIVE OFFICERS. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 PROPOSAL TO RATIFY THE APPOINTMENT OF For For Management ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 3 AN ADVISORY RESOLUTION APPROVING For For Management COMPENSATION FOR THE COMPANY'S NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------- WORLD FUEL SERVICES CORPORATION Ticker: INT Security ID: 981475106 Meeting Date: MAY 29, 2015 Meeting Type: Annual Record Date: APR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF THE NON-BINDING, ADVISORY For No Management VOTE ON EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED CERTIFIED ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF THE NON-BINDING, ADVISORY For No Management VOTE ON EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED CERTIFIED ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF THE NON-BINDING, ADVISORY For No Management VOTE ON EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED CERTIFIED ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF THE NON-BINDING, ADVISORY For No Management VOTE ON EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED CERTIFIED ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF THE NON-BINDING, ADVISORY For No Management VOTE ON EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED CERTIFIED ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 2 APPROVAL OF THE NON-BINDING, ADVISORY For No Management VOTE ON EXECUTIVE COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED CERTIFIED ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. -------------------------------------------------------------------------------- WP GLIMCHER INC. Ticker: WPG Security ID: 92939N102 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For For Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For Withhold Management 1 ELECTION OF DIRECTOR For For Management 2 TO APPROVE AN AMENDMENT TO WASHINGTON For For Management PRIME GROUP INC.'S AMENDED AND RESTATED ARTICLES OF INCORPORATION TO CHANGE ITS NAME TO WP GLIMCHER INC." " 3 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION, AS DESCRIBED IN THE PROXY STATEMENT. 4 ADVISORY VOTE ON FUTURE SHAREHOLDER 1 1 Management VOTES ON EXECUTIVE COMPENSATION. 5 TO RATIFY THE APPOINTMENT OF ERNST & For For Management YOUNG LLP AS WASHINGTON PRIME GROUP INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. -------------------------------------------------------------------------------- XCEL ENERGY INC. Ticker: XEL Security ID: 98389B100 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: GAIL K. BOUDREAUX For For Management 1B. ELECTION OF DIRECTOR: RICHARD K. DAVIS For For Management 1C. ELECTION OF DIRECTOR: BEN FOWKE For For Management 1D. ELECTION OF DIRECTOR: ALBERT F. MORENO For For Management 1E. ELECTION OF DIRECTOR: RICHARD T. For For Management O'BRIEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management POLICINSKI 1G. ELECTION OF DIRECTOR: A. PATRICIA For For Management SAMPSON 1H. ELECTION OF DIRECTOR: JAMES J. SHEPPARD For For Management 1I. ELECTION OF DIRECTOR: DAVID A. For For Management WESTERLUND 1J. ELECTION OF DIRECTOR: KIM WILLIAMS For For Management 1K. ELECTION OF DIRECTOR: TIMOTHY V. WOLF For For Management 2 COMPANY PROPOSAL TO APPROVE, ON AN For For Management ADVISORY BASIS, EXECUTIVE COMPENSATION 3 COMPANY PROPOSAL TO APPROVE THE XCEL For For Management ENERGY INC. 2015 OMNIBUS INCENTIVE PLAN 4 COMPANY PROPOSAL TO RATIFY THE For No Management APPOINTMENT OF DELOITTE & TOUCHE LLP AS XCEL ENERGY INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL ON THE SEPARATION No For Management OF THE ROLES OF THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER 1A. ELECTION OF DIRECTOR: GAIL K. BOUDREAUX For For Management 1B. ELECTION OF DIRECTOR: RICHARD K. DAVIS For For Management 1C. ELECTION OF DIRECTOR: BEN FOWKE For For Management 1D. ELECTION OF DIRECTOR: ALBERT F. MORENO For For Management 1E. ELECTION OF DIRECTOR: RICHARD T. For For Management O'BRIEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management POLICINSKI 1G. ELECTION OF DIRECTOR: A. PATRICIA For For Management SAMPSON 1H. ELECTION OF DIRECTOR: JAMES J. SHEPPARD For For Management 1I. ELECTION OF DIRECTOR: DAVID A. For For Management WESTERLUND 1J. ELECTION OF DIRECTOR: KIM WILLIAMS For For Management 1K. ELECTION OF DIRECTOR: TIMOTHY V. WOLF For For Management 2 COMPANY PROPOSAL TO APPROVE, ON AN For For Management ADVISORY BASIS, EXECUTIVE COMPENSATION 3 COMPANY PROPOSAL TO APPROVE THE XCEL For For Management ENERGY INC. 2015 OMNIBUS INCENTIVE PLAN 4 COMPANY PROPOSAL TO RATIFY THE For No Management APPOINTMENT OF DELOITTE & TOUCHE LLP AS XCEL ENERGY INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL ON THE SEPARATION No For Management OF THE ROLES OF THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER 1A. ELECTION OF DIRECTOR: GAIL K. BOUDREAUX For For Management 1B. ELECTION OF DIRECTOR: RICHARD K. DAVIS For For Management 1C. ELECTION OF DIRECTOR: BEN FOWKE For For Management 1D. ELECTION OF DIRECTOR: ALBERT F. MORENO For For Management 1E. ELECTION OF DIRECTOR: RICHARD T. For For Management O'BRIEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER J. For For Management POLICINSKI 1G. ELECTION OF DIRECTOR: A. PATRICIA For For Management SAMPSON 1H. ELECTION OF DIRECTOR: JAMES J. SHEPPARD For For Management 1I. ELECTION OF DIRECTOR: DAVID A. For For Management WESTERLUND 1J. ELECTION OF DIRECTOR: KIM WILLIAMS For For Management 1K. ELECTION OF DIRECTOR: TIMOTHY V. WOLF For For Management 2 COMPANY PROPOSAL TO APPROVE, ON AN For For Management ADVISORY BASIS, EXECUTIVE COMPENSATION 3 COMPANY PROPOSAL TO APPROVE THE XCEL For For Management ENERGY INC. 2015 OMNIBUS INCENTIVE PLAN 4 COMPANY PROPOSAL TO RATIFY THE For No Management APPOINTMENT OF DELOITTE & TOUCHE LLP AS XCEL ENERGY INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5 SHAREHOLDER PROPOSAL ON THE SEPARATION No For Management OF THE ROLES OF THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER -------------------------------------------------------------------------------- XCEL ENERGY INC. Ticker: XEL Security ID: 98389B100 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Gail K. Boudreaux For For Management 1b Elect Director Richard K. Davis For For Management 1c Elect Director Ben Fowke For For Management 1d Elect Director Albert F. Moreno For For Management 1e Elect Director Richard T. O'Brien For For Management 1f Elect Director Christopher J. For For Management Policinski 1g Elect Director A. Patricia Sampson For For Management 1h Elect Director James J. Sheppard For For Management 1i Elect Director David A. Westerlund For For Management 1j Elect Director Kim Williams For For Management 1k Elect Director Timothy V. Wolf For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Approve Omnibus Stock Plan For For Management 4 Ratify Deloitte & Touche LLP as For For Management Auditors 5 Require Independent Board Chairman Against For Shareholder -------------------------------------------------------------------------------- XEROX CORPORATION Ticker: XRX Security ID: 984121103 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ursula M. Burns For Against Management 1.2 Elect Director Richard J. Harrington For For Management 1.3 Elect Director William Curt Hunter For For Management 1.4 Elect Director Robert J. Keegan For For Management 1.5 Elect Director Charles Prince For For Management 1.6 Elect Director Ann N. Reese For For Management 1.7 Elect Director Stephen H. Rusckowski For For Management 1.8 Elect Director Sara Martinez Tucker For For Management 1.9 Elect Director Mary Agnes Wilderotter For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- XILINX, INC. Ticker: XLNX Security ID: 983919101 Meeting Date: AUG 13, 2014 Meeting Type: Annual Record Date: JUN 16, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1A ELECTION OF DIRECTOR: PHILIP T. GIANOS For For Management 1B ELECTION OF DIRECTOR: MOSHE N. For For Management GAVRIELOV 1C ELECTION OF DIRECTOR: JOHN L. DOYLE For For Management 1D ELECTION OF DIRECTOR: WILLIAM G. For For Management HOWARD, JR. 1E ELECTION OF DIRECTOR: J. MICHAEL For For Management PATTERSON 1F ELECTION OF DIRECTOR: ALBERT A. For For Management PIMENTEL 1G ELECTION OF DIRECTOR: MARSHALL C. For For Management TURNER 1H ELECTION OF DIRECTOR: ELIZABETH W. For For Management VANDERSLICE 2 PROPOSAL TO APPROVE AN AMENDMENT TO For For Management THE COMPANY'S 1990 EMPLOYEE QUALIFIED STOCK PURCHASE PLAN. 3 PROPOSAL TO APPROVE AN AMENDMENT TO For For Management THE COMPANY'S 2007 EQUITY INCENTIVE PLAN. 4 PROPOSAL TO APPROVE ON AN ADVISORY For For Management BASIS THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS 5 PROPOSAL TO RATIFY THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS THE COMPANY'S EXTERNAL AUDITORS FOR FISCAL 2015 1A ELECTION OF DIRECTOR: PHILIP T. GIANOS For For Management 1B ELECTION OF DIRECTOR: MOSHE N. For For Management GAVRIELOV 1C ELECTION OF DIRECTOR: JOHN L. DOYLE For For Management 1D ELECTION OF DIRECTOR: WILLIAM G. For For Management HOWARD, JR. 1E ELECTION OF DIRECTOR: J. MICHAEL For For Management PATTERSON 1F ELECTION OF DIRECTOR: ALBERT A. For For Management PIMENTEL 1G ELECTION OF DIRECTOR: MARSHALL C. For For Management TURNER 1H ELECTION OF DIRECTOR: ELIZABETH W. For For Management VANDERSLICE 2 PROPOSAL TO APPROVE AN AMENDMENT TO For For Management THE COMPANY'S 1990 EMPLOYEE QUALIFIED STOCK PURCHASE PLAN. 3 PROPOSAL TO APPROVE AN AMENDMENT TO For For Management THE COMPANY'S 2007 EQUITY INCENTIVE PLAN. 4 PROPOSAL TO APPROVE ON AN ADVISORY For For Management BASIS THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS 5 PROPOSAL TO RATIFY THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS THE COMPANY'S EXTERNAL AUDITORS FOR FISCAL 2015 1A ELECTION OF DIRECTOR: PHILIP T. GIANOS For For Management 1B ELECTION OF DIRECTOR: MOSHE N. For For Management GAVRIELOV 1C ELECTION OF DIRECTOR: JOHN L. DOYLE For For Management 1D ELECTION OF DIRECTOR: WILLIAM G. For For Management HOWARD, JR. 1E ELECTION OF DIRECTOR: J. MICHAEL For For Management PATTERSON 1F ELECTION OF DIRECTOR: ALBERT A. For For Management PIMENTEL 1G ELECTION OF DIRECTOR: MARSHALL C. For For Management TURNER 1H ELECTION OF DIRECTOR: ELIZABETH W. For For Management VANDERSLICE 2 PROPOSAL TO APPROVE AN AMENDMENT TO For For Management THE COMPANY'S 1990 EMPLOYEE QUALIFIED STOCK PURCHASE PLAN. 3 PROPOSAL TO APPROVE AN AMENDMENT TO For For Management THE COMPANY'S 2007 EQUITY INCENTIVE PLAN. 4 PROPOSAL TO APPROVE ON AN ADVISORY For For Management BASIS THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS 5 PROPOSAL TO RATIFY THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS THE COMPANY'S EXTERNAL AUDITORS FOR FISCAL 2015 -------------------------------------------------------------------------------- ZIMMER HOLDINGS, INC. Ticker: ZMH Security ID: 98956P102 Meeting Date: MAY 05, 2015 Meeting Type: Annual Record Date: MAR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: CHRISTOPHER B. For For Management BEGLEY 1B. ELECTION OF DIRECTOR: BETSY J. BERNARD For For Management 1C. ELECTION OF DIRECTOR: PAUL M. BISARO For For Management 1D. ELECTION OF DIRECTOR: GAIL K. BOUDREAUX For For Management 1E. ELECTION OF DIRECTOR: DAVID C. DVORAK For For Management 1F. ELECTION OF DIRECTOR: MICHAEL J. For For Management FARRELL 1G. ELECTION OF DIRECTOR: LARRY C. For For Management GLASSCOCK 1H. ELECTION OF DIRECTOR: ROBERT A. For For Management HAGEMANN 1I. ELECTION OF DIRECTOR: ARTHUR J. HIGGINS For For Management 1J. ELECTION OF DIRECTOR: CECIL B. For For Management PICKETT, PH.D. 2 APPROVE THE AMENDED STOCK PLAN FOR For For Management NON-EMPLOYEE DIRECTORS 3 APPROVE THE AMENDED AND RESTATED For For Management DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS 4 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 5 RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 1A. ELECTION OF DIRECTOR: CHRISTOPHER B. For For Management BEGLEY 1B. ELECTION OF DIRECTOR: BETSY J. BERNARD For For Management 1C. ELECTION OF DIRECTOR: PAUL M. BISARO For For Management 1D. ELECTION OF DIRECTOR: GAIL K. BOUDREAUX For For Management 1E. ELECTION OF DIRECTOR: DAVID C. DVORAK For For Management 1F. ELECTION OF DIRECTOR: MICHAEL J. For For Management FARRELL 1G. ELECTION OF DIRECTOR: LARRY C. For For Management GLASSCOCK 1H. ELECTION OF DIRECTOR: ROBERT A. For For Management HAGEMANN 1I. ELECTION OF DIRECTOR: ARTHUR J. HIGGINS For For Management 1J. ELECTION OF DIRECTOR: CECIL B. For For Management PICKETT, PH.D. 2 APPROVE THE AMENDED STOCK PLAN FOR For For Management NON-EMPLOYEE DIRECTORS 3 APPROVE THE AMENDED AND RESTATED For For Management DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS 4 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 5 RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 1A. ELECTION OF DIRECTOR: CHRISTOPHER B. For For Management BEGLEY 1B. ELECTION OF DIRECTOR: BETSY J. BERNARD For For Management 1C. ELECTION OF DIRECTOR: PAUL M. BISARO For For Management 1D. ELECTION OF DIRECTOR: GAIL K. BOUDREAUX For For Management 1E. ELECTION OF DIRECTOR: DAVID C. DVORAK For For Management 1F. ELECTION OF DIRECTOR: MICHAEL J. For For Management FARRELL 1G. ELECTION OF DIRECTOR: LARRY C. For For Management GLASSCOCK 1H. ELECTION OF DIRECTOR: ROBERT A. For For Management HAGEMANN 1I. ELECTION OF DIRECTOR: ARTHUR J. HIGGINS For For Management 1J. ELECTION OF DIRECTOR: CECIL B. For For Management PICKETT, PH.D. 2 APPROVE THE AMENDED STOCK PLAN FOR For For Management NON-EMPLOYEE DIRECTORS 3 APPROVE THE AMENDED AND RESTATED For For Management DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS 4 ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION 5 RATIFY THE APPOINTMENT OF For No Management PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 -------------------------------------------------------------------------------- ZIONS BANCORPORATION Ticker: ZION Security ID: 989701107 Meeting Date: MAY 22, 2015 Meeting Type: Annual Record Date: MAR 19, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: JERRY C. ATKIN For For Management 1B. ELECTION OF DIRECTOR: JOHN C. ERICKSON For For Management 1C. ELECTION OF DIRECTOR: PATRICIA FROBES For For Management 1D. ELECTION OF DIRECTOR: SUREN K. GUPTA For For Management 1E. ELECTION OF DIRECTOR: J. DAVID HEANEY For For Management 1F. ELECTION OF DIRECTOR: VIVIAN S. LEE For For Management 1G. ELECTION OF DIRECTOR: EDWARD F. MURPHY For For Management 1H. ELECTION OF DIRECTOR: ROGER B. PORTER For For Management 1I. ELECTION OF DIRECTOR: STEPHEN D. QUINN For For Management 1J. ELECTION OF DIRECTOR: HARRIS H. SIMMONS For For Management 1K. ELECTION OF DIRECTOR: L.E. SIMMONS For For Management 1L. ELECTION OF DIRECTOR: SHELLEY THOMAS For For Management WILLIAMS 1M. ELECTION OF DIRECTOR: STEVEN C. For For Management WHEELWRIGHT 2 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO AUDIT THE COMPANY'S FINANCIAL STATEMENTS FOR THE CURRENT FISCAL YEAR. 3 APPROVAL, ON A NONBINDING ADVISORY For For Management BASIS, OF THE COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS WITH RESPECT TO THE FISCAL YEAR ENDED DECEMBER 31, 2014. 4 APPROVAL OF THE COMPANY'S 2015 OMNIBUS For For Management INCENTIVE PLAN. 5 THAT THE SHAREHOLDERS REQUEST THE No For Management BOARD OF DIRECTORS TO ESTABLISH A POLICY REQUIRING THAT THE BOARD'S CHAIRMAN BE AN INDEPENDENT" DIRECTOR. " 1A. ELECTION OF DIRECTOR: JERRY C. ATKIN For For Management 1B. ELECTION OF DIRECTOR: JOHN C. ERICKSON For For Management 1C. ELECTION OF DIRECTOR: PATRICIA FROBES For For Management 1D. ELECTION OF DIRECTOR: SUREN K. GUPTA For For Management 1E. ELECTION OF DIRECTOR: J. DAVID HEANEY For For Management 1F. ELECTION OF DIRECTOR: VIVIAN S. LEE For For Management 1G. ELECTION OF DIRECTOR: EDWARD F. MURPHY For For Management 1H. ELECTION OF DIRECTOR: ROGER B. PORTER For For Management 1I. ELECTION OF DIRECTOR: STEPHEN D. QUINN For For Management 1J. ELECTION OF DIRECTOR: HARRIS H. SIMMONS For For Management 1K. ELECTION OF DIRECTOR: L.E. SIMMONS For For Management 1L. ELECTION OF DIRECTOR: SHELLEY THOMAS For For Management WILLIAMS 1M. ELECTION OF DIRECTOR: STEVEN C. For For Management WHEELWRIGHT 2 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO AUDIT THE COMPANY'S FINANCIAL STATEMENTS FOR THE CURRENT FISCAL YEAR. 3 APPROVAL, ON A NONBINDING ADVISORY For For Management BASIS, OF THE COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS WITH RESPECT TO THE FISCAL YEAR ENDED DECEMBER 31, 2014. 4 APPROVAL OF THE COMPANY'S 2015 OMNIBUS For For Management INCENTIVE PLAN. 5 THAT THE SHAREHOLDERS REQUEST THE No For Management BOARD OF DIRECTORS TO ESTABLISH A POLICY REQUIRING THAT THE BOARD'S CHAIRMAN BE AN INDEPENDENT" DIRECTOR. " 1A. ELECTION OF DIRECTOR: JERRY C. ATKIN For For Management 1B. ELECTION OF DIRECTOR: JOHN C. ERICKSON For For Management 1C. ELECTION OF DIRECTOR: PATRICIA FROBES For For Management 1D. ELECTION OF DIRECTOR: SUREN K. GUPTA For For Management 1E. ELECTION OF DIRECTOR: J. DAVID HEANEY For For Management 1F. ELECTION OF DIRECTOR: VIVIAN S. LEE For For Management 1G. ELECTION OF DIRECTOR: EDWARD F. MURPHY For For Management 1H. ELECTION OF DIRECTOR: ROGER B. PORTER For For Management 1I. ELECTION OF DIRECTOR: STEPHEN D. QUINN For For Management 1J. ELECTION OF DIRECTOR: HARRIS H. SIMMONS For For Management 1K. ELECTION OF DIRECTOR: L.E. SIMMONS For For Management 1L. ELECTION OF DIRECTOR: SHELLEY THOMAS For For Management WILLIAMS 1M. ELECTION OF DIRECTOR: STEVEN C. For For Management WHEELWRIGHT 2 RATIFICATION OF THE APPOINTMENT OF For No Management ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO AUDIT THE COMPANY'S FINANCIAL STATEMENTS FOR THE CURRENT FISCAL YEAR. 3 APPROVAL, ON A NONBINDING ADVISORY For For Management BASIS, OF THE COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS WITH RESPECT TO THE FISCAL YEAR ENDED DECEMBER 31, 2014. 4 APPROVAL OF THE COMPANY'S 2015 OMNIBUS For For Management INCENTIVE PLAN. 5 THAT THE SHAREHOLDERS REQUEST THE No For Management BOARD OF DIRECTORS TO ESTABLISH A POLICY REQUIRING THAT THE BOARD'S CHAIRMAN BE AN INDEPENDENT" DIRECTOR. " ============ Consulting Group Capital Markets Funds - Money Market ============ ============ Investments ============ There is no proxy voting activity for the fund, as the fund did not hold any votable positions during the reporting period. =========== Consulting Group Capital Markets Funds - Municipal Bond =========== =========== Investments =========== There is no proxy voting activity for the fund, as the fund did not hold any votable positions during the reporting period. =============== Consulting Group Capital Markets Funds - Small ================ =============== Capitalization Growth Investments ================ 2U INC. Ticker: TWOU Security ID: 90214J101 Meeting Date: MAY 26, 2015 Meeting Type: Annual Record Date: APR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Ratify Appointment of Independent For For Management Auditors -------------------------------------------------------------------------------- ACXIOM CORPORATION Ticker: ACXM Security ID: 005125109 Meeting Date: AUG 07, 2014 Meeting Type: Annual Record Date: JUN 10, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors (Majority Voting) For For Management 2 Election of Directors (Majority Voting) For For Management 3 Election of Directors (Majority Voting) For For Management 4 14A Executive Compensation For For Management 5 Ratify Appointment of Independent For For Management Auditors -------------------------------------------------------------------------------- ADVANCED ENERGY INDUSTRIES, INC. Ticker: AEIS Security ID: 007973100 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Frederick A. Ball For For Management 1.2 Elect Director Grant H. Beard For For Management 1.3 Elect Director Ronald C. Foster For For Management 1.4 Elect Director Edward C. Grady For For Management 1.5 Elect Director Terry F. Hudgens For For Management 1.6 Elect Director Thomas M. Rohrs For For Management 1.7 Elect Director Yuval Wasserman For For Management 2 Ratify Grant Thornton LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- AEGERION PHARMACEUTICALS, INC. Ticker: AEGR Security ID: 00767E102 Meeting Date: JUN 25, 2015 Meeting Type: Annual Record Date: APR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sandford D. Smith For Withhold Management 1.2 Elect Director Paul G. Thomas For Withhold Management 1.3 Elect Director Anne VanLent For Withhold Management 2 Approve Conversion of Securities For For Management 3 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- ALBANY INTERNATIONAL CORP. Ticker: AIN Security ID: 12348108 Meeting Date: MAY 29, 2015 Meeting Type: Annual Record Date: APR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Ratify Appointment of Independent For For Management Auditors 3 14A Executive Compensation For For Management 4 Approve Stock Transfer Agreement For For Management -------------------------------------------------------------------------------- ALEXANDER & BALDWIN, INC. Ticker: ALEX Security ID: 014491104 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: FEB 19, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles G. King For For Management 1.2 Elect Director Douglas M. Pasquale For For Management 1.3 Elect Director Jenai S. Wall For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- AMAG PHARMACEUTICALS, INC. Ticker: AMAG Security ID: 00163U106 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William K. Heiden For For Management 1.2 Elect Director Barbara Deptula For For Management 1.3 Elect Director John A. Fallon For For Management 1.4 Elect Director Robert J. Perez For For Management 1.5 Elect Director Lesley Russell For For Management 1.6 Elect Director Gino Santini For For Management 1.7 Elect Director Davey S. Scoon For For Management 1.8 Elect Director James R. Sulat For For Management 2 Increase Authorized Common Stock For For Management 3 Amend Omnibus Stock Plan For For Management 4 Approve Qualified Employee Stock For For Management Purchase Plan 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Amend NOL Rights Plan (NOL Pill) For For Management 7 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- AMERICAN AXLE & MANUFACTURING HLDGS, INC Ticker: AXL Security ID: 24061103 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: MAR 03, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Amend Stock Compensation Plan For For Management 3 14A Executive Compensation For For Management 4 Ratify Appointment of Independent For For Management Auditors -------------------------------------------------------------------------------- AMN HEALTHCARE SERVICES, INC. Ticker: AHS Security ID: 1744101 Meeting Date: APR 22, 2015 Meeting Type: Annual Record Date: FEB 25, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors (Majority Voting) For For Management 2 Election of Directors (Majority Voting) For For Management 3 Election of Directors (Majority Voting) For For Management 4 Election of Directors (Majority Voting) For For Management 5 Election of Directors (Majority Voting) For For Management 6 Election of Directors (Majority Voting) For For Management 7 Election of Directors (Majority Voting) For For Management 8 Election of Directors (Majority Voting) For For Management 9 14A Executive Compensation For For Management 10 Ratify Appointment of Independent For For Management Auditors -------------------------------------------------------------------------------- ANACOR PHARMACEUTICALS INC Ticker: ANAC Security ID: 32420101 Meeting Date: JUN 09, 2015 Meeting Type: Annual Record Date: APR 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Ratify Appointment of Independent For For Management Auditors 3 14A Executive Compensation For For Management -------------------------------------------------------------------------------- ARC DOCUMENT SOLUTIONS INC Ticker: ARC Security ID: 00191G103 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: MAR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Ratify Appointment of Independent For For Management Auditors 3 14A Executive Compensation For For Management -------------------------------------------------------------------------------- ARCTIC CAT INC. Ticker: ACAT Security ID: 039670104 Meeting Date: AUG 07, 2014 Meeting Type: Annual Record Date: JUN 10, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Adopt Majority Vote for Directors For For Management 3 Ratify Appointment of Independent For For Management Auditors 4 14A Executive Compensation For For Management -------------------------------------------------------------------------------- ASBURY AUTOMOTIVE GROUP, INC. Ticker: ABG Security ID: 43436104 Meeting Date: APR 15, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 14A Executive Compensation For For Management 3 Ratify Appointment of Independent For For Management Auditors -------------------------------------------------------------------------------- ATRICURE INC. Ticker: ATRC Security ID: 04963C209 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: APR 01, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Ratify Appointment of Independent For For Management Auditors 3 14A Executive Compensation For For Management -------------------------------------------------------------------------------- BASIC ENERGY SERVICES, INC. Ticker: BAS Security ID: 06985P100 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: APR 08, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Amend Stock Compensation Plan For For Management 3 14A Executive Compensation For For Management 4 Ratify Appointment of Independent For For Management Auditors -------------------------------------------------------------------------------- BELDEN INC. Ticker: BDC Security ID: 77454106 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: APR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Ratify Appointment of Independent For For Management Auditors 3 14A Executive Compensation For For Management -------------------------------------------------------------------------------- BENCHMARK ELECTRONICS, INC. Ticker: BHE Security ID: 08160H101 Meeting Date: MAY 12, 2015 Meeting Type: Annual Record Date: MAR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael R. Dawson For For Management 1.2 Elect Director Gayla J. Delly For For Management 1.3 Elect Director Peter G. Dorflinger For For Management 1.4 Elect Director Douglas G. Duncan For For Management 1.5 Elect Director Kenneth T. Lamneck For For Management 1.6 Elect Director David W. Scheible For For Management 1.7 Elect Director Bernee D. L. Strom For For Management 1.8 Elect Director Clay C. Williams For For Management 2 Amend Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- BGC PARTNERS, INC. Ticker: BGCP Security ID: 05541T101 Meeting Date: JUN 02, 2015 Meeting Type: Annual Record Date: APR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Howard W. Lutnick For Withhold Management 1.2 Elect Director John H. Dalton For Withhold Management 1.3 Elect Director Albert M. Weis For Withhold Management 1.4 Elect Director Stephen T. Curwood For Withhold Management 1.5 Elect Director William J. Moran For Withhold Management 1.6 Elect Director Linda A. Bell For Withhold Management 2 Amend Omnibus Stock Plan For Against Management -------------------------------------------------------------------------------- BLACKBAUD, INC. Ticker: BLKB Security ID: 09227Q100 Meeting Date: JUN 09, 2015 Meeting Type: Annual Record Date: APR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 2 Election of Directors (Majority Voting) For For Management 3 Election of Directors (Majority Voting) For For Management 4 14A Executive Compensation For For Management 5 Ratify Appointment of Independent For For Management Auditors 1 Election of Directors (Majority Voting) For For Management -------------------------------------------------------------------------------- BLOOMIN' BRANDS, INC. Ticker: BLMN Security ID: 094235108 Meeting Date: APR 29, 2015 Meeting Type: Annual Record Date: MAR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Andrew B. Balson For For Management 1.2 Elect Director David R. Fitzjohn For For Management 1.3 Elect Director John J. Mahoney For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- BOULDER BRANDS, INC. Ticker: BDBD Security ID: 101405108 Meeting Date: MAY 19, 2015 Meeting Type: Annual Record Date: MAR 26, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director R. Dean Hollis For For Management 1b Elect Director Thomas K. McInerney For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Amend Executive Incentive Bonus Plan For For Management 5 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- BRIGHT HORIZONS FAMILY SOLUTIONS INC. Ticker: BFAM Security ID: 109194100 Meeting Date: MAY 11, 2015 Meeting Type: Annual Record Date: MAR 25, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director E. Townes Duncan For For Management 1.2 Elect Director Jordan Hitch For For Management 1.3 Elect Director Linda Mason For Withhold Management 1.4 Elect Director Mary Ann Tocio For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- BROWN SHOE COMPANY, INC. Ticker: BWS Security ID: 115736100 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: APR 01, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Approve Company Name Change For For Management 3 Ratify Appointment of Independent For For Management Auditors 4 14A Executive Compensation For For Management 5 Approve Charter Amendment For For Management -------------------------------------------------------------------------------- BRUNSWICK CORPORATION Ticker: BC Security ID: 117043109 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAR 03, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors (Majority Voting) For For Management 2 Election of Directors (Majority Voting) For For Management 3 Election of Directors (Majority Voting) For For Management 4 Election of Directors (Majority Voting) For For Management 5 Election of Directors (Majority Voting) For For Management 6 14A Executive Compensation For For Management 7 Ratify Appointment of Independent For For Management Auditors -------------------------------------------------------------------------------- BRUNSWICK CORPORATION Ticker: BC Security ID: 117043109 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAR 03, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Manuel A. Fernandez For For Management 1b Elect Director Mark D. Schwabero For For Management 1c Elect Director David V. Singer For For Management 1d Elect Director Jane L. Warner For For Management 1e Elect Director J. Steven Whisler For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- CADENCE DESIGN SYSTEMS, INC. Ticker: CDNS Security ID: 127387108 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mark W. Adams For For Management 1.2 Elect Director Susan L. Bostrom For For Management 1.3 Elect Director James D. Plummer For For Management 1.4 Elect Director Alberto For For Management Sangiovanni-Vincentelli 1.5 Elect Director George M. Scalise For For Management 1.6 Elect Director John B. Shoven For For Management 1.7 Elect Director Roger S. Siboni For For Management 1.8 Elect Director Young K. Sohn For For Management 1.9 Elect Director Lip-Bu Tan For For Management 2 Amend Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- CALIFORNIA WATER SERVICE GROUP Ticker: CWT Security ID: 130788102 Meeting Date: MAY 27, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors (Majority Voting) For For Management 2 Election of Directors (Majority Voting) For For Management 3 Election of Directors (Majority Voting) For For Management 4 Election of Directors (Majority Voting) For For Management 5 Election of Directors (Majority Voting) For For Management 6 Election of Directors (Majority Voting) For For Management 7 Election of Directors (Majority Voting) For For Management 8 Election of Directors (Majority Voting) For For Management 9 Election of Directors (Majority Voting) For For Management 10 Election of Directors (Majority Voting) For For Management 11 14A Executive Compensation For For Management 12 Ratify Appointment of Independent For For Management Auditors -------------------------------------------------------------------------------- CALLIDUS SOFTWARE INC. Ticker: CALD Security ID: 13123E500 Meeting Date: JUN 10, 2015 Meeting Type: Annual Record Date: APR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors (Majority Voting) For For Management 2 Election of Directors (Majority Voting) For For Management 3 Election of Directors (Majority Voting) For For Management 4 Amend Stock Compensation Plan For For Management 5 14A Executive Compensation For For Management 6 Ratify Appointment of Independent For For Management Auditors -------------------------------------------------------------------------------- CARDIOME PHARMA CORP. Ticker: COM Security ID: 14159U301 Meeting Date: JUN 22, 2015 Meeting Type: Annual Record Date: MAY 11, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Harold H. Shlevin For For Management 1.2 Elect Director Richard M. Glickman For For Management 1.3 Elect Director W. James O'Shea For For Management 1.4 Elect Director William L. Hunter For For Management 1.5 Elect Director Mark H. Corrigan For For Management 1.6 Elect Director Arthur H. Willms For For Management 2 Approve KPMG LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration -------------------------------------------------------------------------------- CARMIKE CINEMAS, INC. Ticker: CKEC Security ID: 143436400 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: APR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Ratify Appointment of Independent For For Management Auditors 3 14A Executive Compensation For For Management -------------------------------------------------------------------------------- CARRIZO OIL & GAS, INC. Ticker: CRZO Security ID: 144577103 Meeting Date: MAY 19, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 14A Executive Compensation For For Management 3 Ratify Appointment of Independent For For Management Auditors -------------------------------------------------------------------------------- CASEY'S GENERAL STORES, INC. Ticker: CASY Security ID: 147528103 Meeting Date: SEP 19, 2014 Meeting Type: Annual Record Date: JUL 28, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Ratify Appointment of Independent For For Management Auditors 3 14A Executive Compensation For For Management -------------------------------------------------------------------------------- CAVIUM, INC. Ticker: CAVM Security ID: 14964U108 Meeting Date: JUN 18, 2015 Meeting Type: Annual Record Date: APR 22, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sanjay Mehrotra For For Management 1.2 Elect Director Madhav V. Rajan For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CEB INC Ticker: CEB Security ID: 21988R102 Meeting Date: JUN 15, 2015 Meeting Type: Annual Record Date: APR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas L. Monahan, III For For Management 1.2 Elect Director Gregor S. Bailar For For Management 1.3 Elect Director Stephen M. Carter For For Management 1.4 Elect Director Gordon J. Coburn For For Management 1.5 Elect Director L. Kevin Cox For For Management 1.6 Elect Director Daniel O. Leemon For For Management 1.7 Elect Director Stacey S. Rauch For For Management 1.8 Elect Director Jeffrey R. Tarr For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CEPHEID Ticker: CPHD Security ID: 15670R107 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: MAR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors (Majority Voting) For For Management 2 Election of Directors (Majority Voting) For For Management 3 Election of Directors (Majority Voting) For For Management 4 Approve Stock Compensation Plan For For Management 5 Ratify Appointment of Independent For For Management Auditors 6 14A Executive Compensation For For Management -------------------------------------------------------------------------------- CHEMOCENTRYX, INC. Ticker: CCXI Security ID: 16383L106 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas J. Schall For For Management 1.2 Elect Director Joseph M. Feczko For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- CHEMTURA CORPORATION Ticker: CHMT Security ID: 163893209 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey D. Benjamin For For Management 1.2 Elect Director Timothy J. Bernlohr For For Management 1.3 Elect Director Anna C. Catalano For For Management 1.4 Elect Director James W. Crownover For For Management 1.5 Elect Director Robert A. Dover For For Management 1.6 Elect Director Jonathan F. Foster For For Management 1.7 Elect Director Craig A. Rogerson For For Management 1.8 Elect Director John K. Wulff For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- CIENA CORPORATION Ticker: CIEN Security ID: 171779309 Meeting Date: MAR 26, 2015 Meeting Type: Annual Record Date: JAN 29, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors (Majority Voting) For For Management 2 Election of Directors (Majority Voting) For For Management 3 Election of Directors (Majority Voting) For For Management 4 Ratify Appointment of Independent For For Management Auditors 5 14A Executive Compensation For For Management -------------------------------------------------------------------------------- CLOVIS ONCOLOGY INC. Ticker: CLVS Security ID: 189464100 Meeting Date: JUN 11, 2015 Meeting Type: Annual Record Date: APR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 14A Executive Compensation For For Management 3 Ratify Appointment of Independent For For Management Auditors -------------------------------------------------------------------------------- CNO FINANCIAL GROUP, INC. Ticker: CNO Security ID: 12621E103 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Edward J. Bonach For For Management 1b Elect Director Ellyn L. Brown For For Management 1c Elect Director Robert C. Greving For For Management 1d Elect Director Mary R. (Nina) Henderson For For Management 1e Elect Director Charles J. Jacklin For For Management 1f Elect Director Daniel R. Maurer For For Management 1g Elect Director Neal C. Schneider For For Management 1h Elect Director Frederick J. Sievert For For Management 1i Elect Director Michael T. Tokarz For For Management 2 Adopt NOL Rights Plan (NOL Pill) For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- COGENT COMMUNICATIONS HOLDINGS, INC. Ticker: CCOI Security ID: 19239V302 Meeting Date: APR 16, 2015 Meeting Type: Annual Record Date: FEB 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Ratify Appointment of Independent For For Management Auditors 3 Approve Charter Amendment For Against Management 4 Approve Charter Amendment For Against Management 5 14A Executive Compensation For For Management -------------------------------------------------------------------------------- COGENT COMMUNICATIONS HOLDINGS, INC. Ticker: CCOI Security ID: 19239V302 Meeting Date: APR 16, 2015 Meeting Type: Annual Record Date: FEB 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dave Schaeffer For Withhold Management 1.2 Elect Director Steven D. Brooks For Withhold Management 1.3 Elect Director Timothy Weingarten For Withhold Management 1.4 Elect Director Richard T. Liebhaber For Withhold Management 1.5 Elect Director D. Blake Bath For Withhold Management 1.6 Elect Director Marc Montagner For Withhold Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Adopt the Jurisdiction of For Against Management Incorporation as the Exclusive Forum for Certain Disputes 4 Adopt Fee Shifting Bylaws For Against Management 5 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- CORE-MARK HOLDING COMPANY, INC. Ticker: CORE Security ID: 218681104 Meeting Date: MAY 19, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors (Majority Voting) For For Management 2 Election of Directors (Majority Voting) For For Management 3 Election of Directors (Majority Voting) For For Management 4 Election of Directors (Majority Voting) For For Management 5 Election of Directors (Majority Voting) For For Management 6 Election of Directors (Majority Voting) For For Management 7 Election of Directors (Majority Voting) For For Management 8 Election of Directors (Majority Voting) For For Management 9 14A Executive Compensation For For Management 10 Authorize Common Stock Increase For For Management 11 Ratify Appointment of Independent For For Management Auditors -------------------------------------------------------------------------------- COSTAR GROUP, INC. Ticker: CSGP Security ID: 22160N109 Meeting Date: JUN 03, 2015 Meeting Type: Annual Record Date: APR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael R. Klein For For Management 1.2 Elect Director Andrew C. Florance For For Management 1.3 Elect Director Michael J. Glosserman For For Management 1.4 Elect Director Warren H. Haber For For Management 1.5 Elect Director John W. Hill For For Management 1.6 Elect Director Christopher J. Nassetta For For Management 1.7 Elect Director David J. Steinberg For For Management 2 Amend Qualified Employee Stock For For Management Purchase Plan 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CYBERONICS, INC. Ticker: CYBX Security ID: 23251P102 Meeting Date: SEP 18, 2014 Meeting Type: Annual Record Date: JUL 28, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Guy C. Jackson For For Management 1.2 Elect Director Joseph E. Laptewicz, Jr. For For Management 1.3 Elect Director Daniel J. Moore For For Management 1.4 Elect Director Hugh M. Morrison For For Management 1.5 Elect Director Alfred J. Novak For For Management 1.6 Elect Director Arthur L. Rosenthal For For Management 1.7 Elect Director Jon T. Tremmel For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CYPRESS SEMICONDUCTOR CORPORATION Ticker: CY Security ID: 232806109 Meeting Date: MAY 15, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Ratify Appointment of Independent For For Management Auditors 3 14A Executive Compensation For For Management -------------------------------------------------------------------------------- DAVE & BUSTER'S ENTERTAINMENT, INC. Ticker: PLAY Security ID: 238337109 Meeting Date: JUN 11, 2015 Meeting Type: Annual Record Date: APR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J. Taylor Crandall For Withhold Management 1.2 Elect Director Michael J. Griffith For For Management 1.3 Elect Director Jonathan S. Halkyard For For Management 1.4 Elect Director David A. Jones For Withhold Management 1.5 Elect Director Stephen M. King For Withhold Management 1.6 Elect Director Alan J. Lacy For For Management 1.7 Elect Director Kevin M. Mailender For Withhold Management 1.8 Elect Director Patricia H. Mueller For For Management 1.9 Elect Director Kevin M. Sheehan For For Management 1.10 Elect Director Tyler J. Wolfram For Withhold Management 2 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- DEL FRISCO'S RESTAURANT GROUP, INC. Ticker: DFRG Security ID: 245077102 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ian R. Carter For For Management 1.2 Elect Director Richard L. Davis For For Management 1.3 Elect Director Norman J. Abdallah For For Management 1.4 Elect Director Mark S. Mednansky For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- DEMANDWARE, INC. Ticker: DWRE Security ID: 24802Y105 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lawrence S. Bohn For For Management 1.2 Elect Director Jill Granoff For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- DEXCOM, INC. Ticker: DXCM Security ID: 252131107 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: APR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors (Majority Voting) For For Management 2 Election of Directors (Majority Voting) For For Management 3 Election of Directors (Majority Voting) For For Management 4 Ratify Appointment of Independent For For Management Auditors 5 14A Executive Compensation For For Management 6 Approve Stock Compensation Plan For For Management 7 Adopt Employee Stock Purchase Plan For For Management -------------------------------------------------------------------------------- DIAMOND RESORTS INTERNATIONAL, INC. Ticker: DRII Security ID: 25272T104 Meeting Date: MAY 19, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Approve Stock Compensation Plan For For Management 3 Approve Cash/Stock Bonus Plan For For Management 4 14A Executive Compensation Vote 1 Year 2 Years Management Frequency 5 Ratify Appointment of Independent For For Management Auditors -------------------------------------------------------------------------------- DYNAVAX TECHNOLOGIES CORPORATION Ticker: DVAX Security ID: 268158201 Meeting Date: MAY 27, 2015 Meeting Type: Annual Record Date: APR 07, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Arnold L. Oronsky For Withhold Management 1.2 Elect Director Francis R. Cano For Withhold Management 1.3 Elect Director Peggy V. Phillips For Withhold Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- EAST WEST BANCORP, INC. Ticker: EWBC Security ID: 27579R104 Meeting Date: MAY 05, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Molly Campbell For For Management 1.2 Elect Director Iris S. Chan For For Management 1.3 Elect Director Rudolph I. Estrada For For Management 1.4 Elect Director Julia S. Gouw For For Management 1.5 Elect Director Paul H. Irving For For Management 1.6 Elect Director John M. Lee For For Management 1.7 Elect Director Herman Y. Li For For Management 1.8 Elect Director Jack C. Liu For For Management 1.9 Elect Director Dominic Ng For For Management 1.10 Elect Director Keith W. Renken For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- ELECTRONICS FOR IMAGING, INC. Ticker: EFII Security ID: 286082102 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: APR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Eric Brown For For Management 1.2 Elect Director Gill Cogan For For Management 1.3 Elect Director Guy Gecht For For Management 1.4 Elect Director Thomas Georgens For For Management 1.5 Elect Director Richard A. Kashnow For For Management 1.6 Elect Director Dan Maydan For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- ENVESTNET, INC. Ticker: ENV Security ID: 29404K106 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 14A Executive Compensation For For Management 3 Ratify Appointment of Independent For For Management Auditors 4 Approve Stock Compensation Plan For For Management -------------------------------------------------------------------------------- EURONET WORLDWIDE, INC. Ticker: EEFT Security ID: 298736109 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Ratify Appointment of Independent For For Management Auditors 3 14A Executive Compensation For For Management -------------------------------------------------------------------------------- EXAMWORKS GROUP, INC (EXAM) Ticker: EXAM Security ID: 30066A105 Meeting Date: MAY 12, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Amend Stock Compensation Plan For For Management 3 Ratify Appointment of Independent For For Management Auditors -------------------------------------------------------------------------------- EXAMWORKS GROUP, INC. Ticker: EXAM Security ID: 30066A105 Meeting Date: MAY 12, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter B. Bach For For Management 1.2 Elect Director Peter M. Graham For For Management 1.3 Elect Director William A. Shutzer For For Management 2 Amend Omnibus Stock Plan For Against Management 3 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- FIESTA RESTAURANT GROUP INC Ticker: FRGI Security ID: 31660B101 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: MAR 04, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 2 14A Executive Compensation For For Management 3 Ratify Appointment of Independent For For Management Auditors -------------------------------------------------------------------------------- FINANCIAL ENGINES, INC Ticker: FNGN Security ID: 317485100 Meeting Date: MAY 19, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Ratify Appointment of Independent For For Management Auditors -------------------------------------------------------------------------------- FIVE BELOW, INC. Ticker: FIVE Security ID: 33829M101 Meeting Date: JUN 18, 2015 Meeting Type: Annual Record Date: APR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David M. Mussafer For Withhold Management 1.2 Elect Director David Schlessinger For Withhold Management 1.3 Elect Director Thomas G. Vellios For Withhold Management 1.4 Elect Director Catherine E. Buggeln For For Management 1.5 Elect Director Joel D. Anderson For For Management 1.6 Elect Director Kathleen S. Barclay For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Adopt Majority Voting for Uncontested For For Management Election of Directors -------------------------------------------------------------------------------- FLAMEL TECHNOLOGIES S.A. Ticker: FLML Security ID: 338488109 Meeting Date: JUN 26, 2015 Meeting Type: Annual Record Date: MAY 19, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Consolidated Financial For For Management Statements 2 Approve Financial Statements, For For Management Allocation of Income, and Discharge Directors 3 Election of Directors (Full Slate) For For Management 4 Election of Directors (Full Slate) For For Management 5 Election of Directors (Full Slate) For For Management 6 Election of Directors (Full Slate) For For Management 7 Election of Directors (Full Slate) For For Management 8 Election of Directors (Full Slate) For For Management 9 14A Extraordinary Transaction For For Management Executive Compensation 10 Approve Charter Amendment For For Management 11 Approve Cash/Stock Bonus Plan For For Management 12 Approve Issuance of Warrants For For Management 13 Miscellaneous Corporate Actions For For Management 14 S/H Proposal - Corporate Governance Against Against Shareholder 15 S/H Proposal - Corporate Governance Against Against Shareholder 16 Stock Issuance For For Management 17 Miscellaneous Corporate Actions For For Management 18 Approve Previous Board's Actions For For Management -------------------------------------------------------------------------------- FORTINET, INC. Ticker: FTNT Security ID: 34959E109 Meeting Date: JUN 19, 2015 Meeting Type: Annual Record Date: APR 22, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ken Xie For For Management 1.2 Elect Director Hong Liang Lu For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- FORWARD AIR CORPORATION Ticker: FWRD Security ID: 349853101 Meeting Date: MAY 12, 2015 Meeting Type: Annual Record Date: MAR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Ratify Appointment of Independent For For Management Auditors 3 14A Executive Compensation For For Management -------------------------------------------------------------------------------- G-III APPAREL GROUP, LTD. Ticker: GIII Security ID: 36237H101 Meeting Date: JUN 30, 2015 Meeting Type: Annual Record Date: MAY 26, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Amend Stock Compensation Plan For For Management 3 Authorize Common Stock Increase For For Management 4 14A Executive Compensation For For Management 5 Ratify Appointment of Independent For For Management Auditors -------------------------------------------------------------------------------- GENESEE & WYOMING INC. Ticker: GWR Security ID: 371559105 Meeting Date: MAY 12, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a.1 Elect Director Richard H. Allert For For Management 1a.2 Elect Director Michael Norkus For For Management 1a.3 Elect Director Ann N. Reese For For Management 1b.4 Elect Director Hunter C. Smith For For Management 2 Amend Omnibus Stock Plan For Against Management 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- GENTHERM INCORPORATED Ticker: THRM Security ID: 37253A103 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: APR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Ratify Appointment of Independent For For Management Auditors 3 14A Executive Compensation For For Management 4 Redeem Shareholder Rights Plan For For Management -------------------------------------------------------------------------------- GOGO INC. Ticker: GOGO Security ID: 38046C109 Meeting Date: JUN 16, 2015 Meeting Type: Annual Record Date: APR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ronald T. LeMay For For Management 1.2 Elect Director Robert H. Mundheim For For Management 1.3 Elect Director Harris N. Williams For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- GRAPHIC PACKAGING HOLDING COMPANY Ticker: GPK Security ID: 388689101 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Ratify Appointment of Independent For For Management Auditors -------------------------------------------------------------------------------- GTT COMMUNICATIONS INC Ticker: GTT Security ID: 362393100 Meeting Date: JUN 04, 2015 Meeting Type: Annual Record Date: APR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 14A Executive Compensation For For Management 3 Ratify Appointment of Independent For For Management Auditors 4 Approve Stock Compensation Plan For For Management -------------------------------------------------------------------------------- HERMAN MILLER, INC. Ticker: MLHR Security ID: 600544100 Meeting Date: OCT 06, 2014 Meeting Type: Annual Record Date: AUG 08, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mary Vermeer Andringa For For Management 1.2 Elect Director J. Barry Griswell For For Management 1.3 Elect Director Brian C. Walker For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- HEXCEL CORPORATION Ticker: HXL Security ID: 428291108 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Nick L. Stanage For For Management 1.2 Elect Director Joel S. Beckman For For Management 1.3 Elect Director Lynn Brubaker For For Management 1.4 Elect Director Jeffrey C. Campbell For For Management 1.5 Elect Director Cynthia M. Egnotovich For For Management 1.6 Elect Director W. Kim Foster For For Management 1.7 Elect Director Thomas A. Gendron For For Management 1.8 Elect Director Jeffrey A. Graves For For Management 1.9 Elect Director Guy C. Hachey For For Management 1.10 Elect Director David C. Hill For For Management 1.11 Elect Director David L. Pugh For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- HOMEAWAY, INC. Ticker: AWAY Security ID: 43739Q100 Meeting Date: JUN 04, 2015 Meeting Type: Annual Record Date: APR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Simon Breakwell For For Management 1.2 Elect Director Carl G. Shepherd For For Management 1.3 Elect Director Simon Lehmann For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For Against Management -------------------------------------------------------------------------------- HUB GROUP, INC. Ticker: HUBG Security ID: 443320106 Meeting Date: MAY 08, 2015 Meeting Type: Annual Record Date: MAR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 14A Executive Compensation For For Management -------------------------------------------------------------------------------- HURON CONSULTING GROUP INC. Ticker: HURN Security ID: 447462102 Meeting Date: MAY 01, 2015 Meeting Type: Annual Record Date: MAR 04, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John S. Moody For For Management 1.2 Elect Director Debra Zumwalt For For Management 2 Approve Nonqualified Employee Stock For For Management Purchase Plan 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- ICON PLC Ticker: ICLR Security ID: G4705A100 Meeting Date: JUL 29, 2014 Meeting Type: Annual Record Date: JUN 05, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Reelect John Climax as Director For For Management 1.2 Reelect Dermot Kelleher as Director For For Management 1.3 Elect Mary Pendergast as Director For For Management 1.4 Elect Hugh Brady as Director For For Management 2 Accept Financial Statements and For For Management Statutory Reports 3 Authorise Board to Fix Remuneration of For For Management Auditors 4 Authorise Share Repurchase Program For For Management 5 Approve the Price Range for the For For Management Reissuance of Shares -------------------------------------------------------------------------------- INTERXION HOLDING NV Ticker: INXN Security ID: N47279109 Meeting Date: NOV 10, 2014 Meeting Type: Special Record Date: OCT 13, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Rob Ruijter as Non-Executive For For Management Director 2 Close Meeting None None Management -------------------------------------------------------------------------------- INVENSENSE, INC. Ticker: INVN Security ID: 46123D205 Meeting Date: SEP 12, 2014 Meeting Type: Annual Record Date: JUL 18, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Behrooz Abdi For For Management 1.2 Elect Director Eric Stang For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- ISIS PHARMACEUTICALS, INC. Ticker: ISIS Security ID: 464330109 Meeting Date: JUN 30, 2015 Meeting Type: Annual Record Date: MAY 04, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Amend Stock Compensation Plan For For Management 3 Amend Non-Employee Director Plan For For Management 4 14A Executive Compensation For For Management 5 Ratify Appointment of Independent For For Management Auditors -------------------------------------------------------------------------------- J & J SNACK FOODS CORP. Ticker: JJSF Security ID: 466032109 Meeting Date: FEB 17, 2015 Meeting Type: Annual Record Date: DEC 19, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 2 14A Executive Compensation For For Management -------------------------------------------------------------------------------- JACK IN THE BOX INC. Ticker: JACK Security ID: 466367109 Meeting Date: FEB 13, 2015 Meeting Type: Annual Record Date: DEC 16, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors (Majority Voting) For For Management 2 Election of Directors (Majority Voting) For For Management 3 Election of Directors (Majority Voting) For For Management 4 Election of Directors (Majority Voting) For For Management 5 Election of Directors (Majority Voting) For For Management 6 Election of Directors (Majority Voting) For For Management 7 Election of Directors (Majority Voting) For For Management 8 Election of Directors (Majority Voting) For For Management 9 Ratify Appointment of Independent For For Management Auditors 10 14A Executive Compensation For For Management -------------------------------------------------------------------------------- JETBLUE AIRWAYS CORPORATION Ticker: JBLU Security ID: 477143101 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors (Majority Voting) For For Management 2 Election of Directors (Majority Voting) For For Management 3 Election of Directors (Majority Voting) For For Management 4 Election of Directors (Majority Voting) For For Management 5 Election of Directors (Majority Voting) For For Management 6 Election of Directors (Majority Voting) For For Management 7 Election of Directors (Majority Voting) For For Management 8 Election of Directors (Majority Voting) For For Management 9 Election of Directors (Majority Voting) For For Management 10 Election of Directors (Majority Voting) For For Management 11 Election of Directors (Majority Voting) For For Management 12 Ratify Appointment of Independent For For Management Auditors 13 14A Executive Compensation For For Management 14 Amend Employee Stock Purchase Plan For For Management 15 Amend Stock Compensation Plan For For Management -------------------------------------------------------------------------------- JETBLUE AIRWAYS CORPORATION Ticker: JBLU Security ID: 477143101 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jens Bischof For For Management 1b Elect Director Peter Boneparth For For Management 1c Elect Director David Checketts For For Management 1d Elect Director Virginia Gambale For For Management 1e Elect Director Stephan Gemkow For For Management 1f Elect Director Robin Hayes For For Management 1g Elect Director Ellen Jewett For For Management 1h Elect Director Stanley McChrystal For For Management 1i Elect Director Joel Peterson For For Management 1j Elect Director Frank Sica For For Management 1k Elect Director Thomas Winkelmann For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Qualified Employee Stock For For Management Purchase Plan 5 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- KAPSTONE PAPER AND PACKAGING CORPORATION Ticker: KS Security ID: 48562P103 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jonathan R. Furer For For Management 1.2 Elect Director Matthew H. Paull For For Management 1.3 Elect Director Maurice S. Reznik For For Management 1.4 Elect Director Roger W. Stone For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- LA QUINTA HOLDINGS, INC. Ticker: LQ Security ID: 50420D108 Meeting Date: MAY 08, 2015 Meeting Type: Annual Record Date: MAR 26, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Ratify Appointment of Independent For For Management Auditors 3 Approve Stock Compensation Plan For For Management -------------------------------------------------------------------------------- LDR HOLDING CORPORATION Ticker: LDRH Security ID: 50185U105 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Ratify Appointment of Independent For For Management Auditors -------------------------------------------------------------------------------- LIBBEY INC. Ticker: LBY Security ID: 529898108 Meeting Date: MAY 12, 2015 Meeting Type: Annual Record Date: MAR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 14A Executive Compensation For For Management 3 Amend Stock Compensation Plan For For Management 4 Ratify Appointment of Independent For For Management Auditors -------------------------------------------------------------------------------- LION BIOTECHNOLOGIES, INC. Ticker: LBIO Security ID: 53619R102 Meeting Date: JUN 12, 2015 Meeting Type: Annual Record Date: APR 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Amend Stock Compensation Plan For For Management 3 14A Executive Compensation For For Management 4 Ratify Appointment of Independent For For Management Auditors -------------------------------------------------------------------------------- LITHIA MOTORS, INC. Ticker: LAD Security ID: 536797103 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sidney B. DeBoer For For Management 1.2 Elect Director Thomas R. Becker For For Management 1.3 Elect Director Susan O. Cain For For Management 1.4 Elect Director Bryan B. DeBoer For For Management 1.5 Elect Director Shau-wai Lam For For Management 1.6 Elect Director Kenneth E. Roberts For For Management 1.7 Elect Director William J. Young For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- LITTELFUSE, INC. Ticker: LFUS Security ID: 537008104 Meeting Date: APR 24, 2015 Meeting Type: Annual Record Date: FEB 26, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Ratify Appointment of Independent For For Management Auditors 3 Approve Stock Compensation Plan For For Management 4 14A Executive Compensation For For Management -------------------------------------------------------------------------------- LPL FINANCIAL HOLDINGS INC. Ticker: LPLA Security ID: 50212V100 Meeting Date: MAY 11, 2015 Meeting Type: Annual Record Date: MAR 19, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard W. Boyce For For Management 1.2 Elect Director John J. Brennan For For Management 1.3 Elect Director Mark S. Casady For For Management 1.4 Elect Director H. Paulett Eberhart For For Management 1.5 Elect Director Anne M. Mulcahy For For Management 1.6 Elect Director James S. Putnam For For Management 1.7 Elect Director James S. Riepe For For Management 1.8 Elect Director Richard P. Schifter For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Ratify Deloitte & Touche LLP as For For Management Auditors 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- MALIBU BOATS, INC. Ticker: MBUU Security ID: 56117J100 Meeting Date: NOV 18, 2014 Meeting Type: Annual Record Date: SEP 30, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mark W. Lanigan For Withhold Management 1.2 Elect Director Ivar S. Chhina For For Management 1.3 Elect Director Michael J. Connolly For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- MANHATTAN ASSOCIATES, INC. Ticker: MANH Security ID: 562750109 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors (Majority Voting) For For Management 2 14A Executive Compensation For For Management 3 Ratify Appointment of Independent For For Management Auditors -------------------------------------------------------------------------------- MASIMO CORPORATION Ticker: MASI Security ID: 574795100 Meeting Date: JUN 02, 2015 Meeting Type: Annual Record Date: APR 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Joe Kiani For For Management 2 Ratify Grant Thornton LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- MATSON, INC. Ticker: MATX Security ID: 57686G105 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: FEB 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director W. Blake Baird For For Management 1.2 Elect Director Michael J. Chun For For Management 1.3 Elect Director Matthew J. Cox For For Management 1.4 Elect Director Walter A. Dods, Jr. For For Management 1.5 Elect Director Thomas B. Fargo For For Management 1.6 Elect Director Constance H. Lau For For Management 1.7 Elect Director Jeffrey N. Watanabe For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- MDC PARTNERS INC. Ticker: MDCA Security ID: 552697104 Meeting Date: JUN 04, 2015 Meeting Type: Annual Record Date: APR 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Approve Remuneration of Directors and For For Management Auditors 3 14A Executive Compensation For For Management -------------------------------------------------------------------------------- MEDIDATA SOLUTIONS, INC. Ticker: MDSO Security ID: 58471A105 Meeting Date: MAY 27, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 14A Executive Compensation For For Management 3 Ratify Appointment of Independent For For Management Auditors -------------------------------------------------------------------------------- MERRIMACK PHARMACEUTICALS, INC. Ticker: MACK Security ID: 590328100 Meeting Date: MAY 12, 2015 Meeting Type: Annual Record Date: MAR 18, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert J. Mulroy For For Management 1.2 Elect Director Gary L. Crocker For For Management 1.3 Elect Director Gordon J. Fehr For For Management 1.4 Elect Director Vivian S. Lee For For Management 1.5 Elect Director John Mendelsohn For For Management 1.6 Elect Director Ulrik B. Nielsen For For Management 1.7 Elect Director Michael E. Porter For For Management 1.8 Elect Director James H. Quigley For For Management 1.9 Elect Director Russell T. Ray For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- MOBILE MINI, INC. Ticker: MINI Security ID: 60740F105 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: MAR 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors (Majority Voting) For For Management 2 Election of Directors (Majority Voting) For For Management 3 Election of Directors (Majority Voting) For For Management 4 Ratify Appointment of Independent For For Management Auditors 5 14A Executive Compensation For For Management 6 Declassify Board For For Management 7 Approve Stock Compensation Plan For For Management -------------------------------------------------------------------------------- MONOLITHIC POWER SYSTEMS, INC. Ticker: MPWR Security ID: 609839105 Meeting Date: JUN 11, 2015 Meeting Type: Annual Record Date: APR 14, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Ratify Appointment of Independent For For Management Auditors 3 14A Executive Compensation For For Management -------------------------------------------------------------------------------- MONOLITHIC POWER SYSTEMS, INC. Ticker: MPWR Security ID: 609839105 Meeting Date: JUN 11, 2015 Meeting Type: Annual Record Date: APR 14, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Karen A. Smith Bogart For For Management 1.2 Elect Director Jeff Zhou For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- NATIONAL GENERAL HOLDINGS CORP. Ticker: NGHC Security ID: 636220303 Meeting Date: MAY 08, 2015 Meeting Type: Annual Record Date: MAR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ephraim Brecher For For Management 1.2 Elect Director Donald T. DeCarlo For For Management 1.3 Elect Director Patrick Fallon For For Management 1.4 Elect Director Michael Karfunkel For Withhold Management 1.5 Elect Director Barry Karfunkel For For Management 1.6 Elect Director Barbara Paris For For Management 1.7 Elect Director Barry Zyskind For Withhold Management 2 Ratify BDO USA, LLP as Auditors For For Management -------------------------------------------------------------------------------- NATIONAL HEALTH INVESTORS, INC. Ticker: NHI Security ID: 63633D104 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1a Elect Director Robert T. Webb For For Management 2 Amend Stock Option Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify BDO USA, LLP as Auditors For For Management -------------------------------------------------------------------------------- NAVIGATOR HOLDINGS LTD. Ticker: NVGS Security ID: Y62132108 Meeting Date: MAY 12, 2015 Meeting Type: Annual Record Date: APR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David J. Butters For Withhold Management 1.2 Elect Director Heiko Fischer For For Management 1.3 Elect Director David Kenwright For For Management 1.4 Elect Director Spiros Milonas For For Management 1.5 Elect Director Alexander Oetker For For Management 1.6 Elect Director Wendy L. Teramoto For For Management 1.7 Elect Director Florian Weidinger For For Management 2 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- NCI BUILDING SYSTEMS, INC. Ticker: NCS Security ID: 628852204 Meeting Date: FEB 24, 2015 Meeting Type: Annual Record Date: JAN 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors (Majority Voting) For For Management 2 Election of Directors (Majority Voting) For For Management 3 Election of Directors (Majority Voting) For For Management 4 Ratify Appointment of Independent For For Management Auditors -------------------------------------------------------------------------------- NEUROCRINE BIOSCIENCES, INC. Ticker: NBIX Security ID: 64125C109 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: APR 01, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director W. Thomas Mitchell For For Management 1.2 Elect Director Joseph A. Mollica For For Management 1.3 Elect Director William H. Rastetter For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- OLD DOMINION FREIGHT LINE, INC. Ticker: ODFL Security ID: 679580100 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 14A Executive Compensation For For Management 3 Ratify Appointment of Independent For For Management Auditors -------------------------------------------------------------------------------- OM ASSET MANAGEMENT PLC Ticker: OMAM Security ID: G67506108 Meeting Date: MAY 01, 2015 Meeting Type: Annual Record Date: APR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors (Majority Voting) For For Management 2 Election of Directors (Majority Voting) For For Management 3 Election of Directors (Majority Voting) For For Management 4 Election of Directors (Majority Voting) For For Management 5 Election of Directors (Majority Voting) For For Management 6 Election of Directors (Majority Voting) For For Management 7 Election of Directors (Majority Voting) For For Management 8 Ratify Appointment of Independent For For Management Auditors 9 Ratify Appointment of Independent For For Management Auditors 10 Approve Remuneration of Directors and For For Management Auditors 11 14A Executive Compensation For For Management 12 14A Executive Compensation Vote 1 Year 2 Years Management Frequency 13 Approve Remuneration of Directors and For For Management Auditors 14 Approve Remuneration of Directors and For For Management Auditors 15 Approve Charter Amendment For For Management -------------------------------------------------------------------------------- PACIRA PHARMACEUTICALS, INC. Ticker: PCRX Security ID: 695127100 Meeting Date: JUN 02, 2015 Meeting Type: Annual Record Date: APR 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Ratify Appointment of Independent For For Management Auditors 3 14A Executive Compensation For For Management -------------------------------------------------------------------------------- PACIRA PHARMACEUTICALS, INC. Ticker: PCRX Security ID: 695127100 Meeting Date: JUN 02, 2015 Meeting Type: Annual Record Date: APR 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Laura Brege For For Management 1.2 Elect Director Mark A. Kronenfeld For For Management 1.3 Elect Director Dennis L. Winger For For Management 2 Ratify CohnReznick LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- PAPA JOHN'S INTERNATIONAL, INC. Ticker: PZZA Security ID: 698813102 Meeting Date: APR 29, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1a Elect Director Olivia F. Kirtley For For Management 1.1b Elect Director Laurette T. Koellner For For Management 1.1c Elect Director W. Kent Taylor For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- PDC ENERGY INC Ticker: PDCE Security ID: 69327R101 Meeting Date: JUN 04, 2015 Meeting Type: Annual Record Date: APR 08, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Ratify Appointment of Independent For For Management Auditors 3 14A Executive Compensation For For Management 4 Approve Reincorporation For For Management -------------------------------------------------------------------------------- PEBBLEBROOK HOTEL TRUST Ticker: PEB Security ID: 70509V100 Meeting Date: JUN 17, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Ratify Appointment of Independent For For Management Auditors 3 14A Executive Compensation For For Management 4 S/H Proposal - Corporate Governance Against Against Shareholder -------------------------------------------------------------------------------- POLYONE CORPORATION Ticker: POL Security ID: 73179P106 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 14A Executive Compensation For For Management 3 Amend Stock Compensation Plan For For Management 4 Amend Stock Compensation Plan For For Management 5 Ratify Appointment of Independent For For Management Auditors -------------------------------------------------------------------------------- POLYONE CORPORATION Ticker: POL Security ID: 73179P106 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard H. Fearon For For Management 1.2 Elect Director Gregory J. Goff For For Management 1.3 Elect Director Sandra B. Lin For For Management 1.4 Elect Director Richard A. Lorraine For For Management 1.5 Elect Director Stephen D. Newlin For For Management 1.6 Elect Director Robert M. Patterson For For Management 1.7 Elect Director William H. Powell For For Management 1.8 Elect Director Kerry J. Preete For For Management 1.9 Elect Director Farah M. Walters For For Management 1.10 Elect Director William A. Wulfsohn For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Amend Executive Incentive Bonus Plan For For Management 5 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- POPEYES LOUISIANA KITCHEN INC. Ticker: PLKI Security ID: 732872106 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: APR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Ratify Appointment of Independent For For Management Auditors 3 Approve Stock Compensation Plan For For Management 4 14A Executive Compensation For For Management -------------------------------------------------------------------------------- PORTOLA PHARMACEUTICALS, INC. Ticker: PTLA Security ID: 737010108 Meeting Date: JUN 16, 2015 Meeting Type: Annual Record Date: APR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 2 14A Executive Compensation For For Management 3 14A Executive Compensation Vote 1 Year 2 Years Management Frequency 4 Ratify Appointment of Independent For For Management Auditors -------------------------------------------------------------------------------- POWER SOLUTIONS INTERNATIONAL, INC. Ticker: PSIX Security ID: 73933G202 Meeting Date: AUG 21, 2014 Meeting Type: Annual Record Date: JUL 11, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gary S. Winemaster For Withhold Management 1.2 Elect Director H. Samuel Greenawalt For For Management 1.3 Elect Director Kenneth W. Landini For Withhold Management 1.4 Elect Director Jay J. Hansen For For Management 1.5 Elect Director Mary E. Vogt For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- PROOFPOINT, INC. Ticker: PFPT Security ID: 743424103 Meeting Date: JUN 08, 2015 Meeting Type: Annual Record Date: APR 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Amend Stock Compensation Plan For For Management 3 Ratify Appointment of Independent For For Management Auditors -------------------------------------------------------------------------------- PROTHENA CORPORATION PLC Ticker: PRTA Security ID: G72800108 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Shane M. Cooke For For Management 1b Elect Director Lars G. Ekman For For Management 2 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- PROTO LABS, INC. Ticker: PRLB Security ID: 743713109 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 25, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Ratify Appointment of Independent For For Management Auditors 3 14A Executive Compensation For For Management 4 Adopt Majority Vote for Directors For For Management -------------------------------------------------------------------------------- PTC THERAPEUTICS, INC. Ticker: PTCT Security ID: 69366J200 Meeting Date: JUN 10, 2015 Meeting Type: Annual Record Date: APR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Adam Koppel For For Management 1.2 Elect Director Michael Schmertzler For For Management 1.3 Elect Director Glenn D. Steele Jr. For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- PUMA BIOTECHNOLOGY, INC. Ticker: PBYI Security ID: 74587V107 Meeting Date: JUN 09, 2015 Meeting Type: Annual Record Date: APR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 14A Executive Compensation For For Management 3 Ratify Appointment of Independent For For Management Auditors 4 Amend Stock Compensation Plan For For Management -------------------------------------------------------------------------------- PUMA BIOTECHNOLOGY, INC. Ticker: PBYI Security ID: 74587V107 Meeting Date: JUN 09, 2015 Meeting Type: Annual Record Date: APR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan H. Auerbach For For Management 1.2 Elect Director Thomas R. Malley For For Management 1.3 Elect Director Jay M. Moyes For For Management 1.4 Elect Director Troy E. Wilson For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PKF Certified Public For For Management Accountants as Auditors 4 Amend Omnibus Stock Plan For Against Management -------------------------------------------------------------------------------- QLIK TECHNOLOGIES INC. Ticker: QLIK Security ID: 74733T105 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: MAR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Deborah C. Hopkins For For Management 1.2 Elect Director Steffan C. Tomlinson For For Management 1.3 Elect Director Paul Wahl For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- RADWARE LTD. Ticker: RDWR Security ID: M81873107 Meeting Date: SEP 23, 2014 Meeting Type: Annual Record Date: AUG 18, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors (Majority Voting) For For Management 2 Election of Directors (Majority Voting) For For Management 3 Approve Charter Amendment For For Management 4 Approve Director Liability Insurance For For Management 5 Ratify Appointment of Independent For For Management Auditors -------------------------------------------------------------------------------- RED ROBIN GOURMET BURGERS, INC. Ticker: RRGB Security ID: 75689M101 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: MAR 30, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors (Majority Voting) For For Management 2 Election of Directors (Majority Voting) For For Management 3 Election of Directors (Majority Voting) For For Management 4 Election of Directors (Majority Voting) For For Management 5 Election of Directors (Majority Voting) For For Management 6 Election of Directors (Majority Voting) For For Management 7 Election of Directors (Majority Voting) For For Management 9 14A Executive Compensation For For Management 10 Approve Stock Compensation Plan For For Management 11 Authorize Common Stock Increase For For Management 12 Ratify Appointment of Independent For For Management Auditors 8 Election of Directors (Majority Voting) For For Management -------------------------------------------------------------------------------- RENT-A-CENTER, INC. Ticker: RCII Security ID: 76009N100 Meeting Date: JUN 04, 2015 Meeting Type: Annual Record Date: APR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Gade For For Management 1.2 Elect Director J. V. Lentell For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- RENTRAK CORPORATION Ticker: RENT Security ID: 760174102 Meeting Date: AUG 13, 2014 Meeting Type: Annual Record Date: JUN 17, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Ratify Appointment of Independent For For Management Auditors 3 Authorize Common Stock Increase For For Management 4 Amend Employee Stock Purchase Plan For For Management 5 14A Executive Compensation For For Management -------------------------------------------------------------------------------- RESTORATION HARDWARE HOLDINGS, INC. Ticker: RH Security ID: 761283100 Meeting Date: JUN 24, 2015 Meeting Type: Annual Record Date: MAY 08, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gary Friedman For For Management 1.2 Elect Director Carlos Alberini For For Management 1.3 Elect Director J. Michael Chu For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- RING CENTRAL, INC. Ticker: RNG Security ID: 76680R206 Meeting Date: JUN 01, 2015 Meeting Type: Annual Record Date: APR 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Declassify Board For For Management 2 Election of Directors For For Management 2 Election of Directors For For Management 2 Election of Directors For For Management 2 Election of Directors For For Management 2 Election of Directors For For Management 2 Election of Directors For For Management 3 Ratify Appointment of Independent For For Management Auditors -------------------------------------------------------------------------------- RUCKUS WIRELESS, INC. Ticker: RKUS Security ID: 781220108 Meeting Date: JUN 10, 2015 Meeting Type: Annual Record Date: APR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Selina Y. Lo For For Management 1.2 Elect Director Stewart Grierson For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- RUSH ENTERPRISES, INC. Ticker: RUSHA Security ID: 781846209 Meeting Date: MAY 19, 2015 Meeting Type: Annual Record Date: APR 01, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director W.M. 'Rusty' Rush For For Management 1.2 Elect Director W. Marvin Rush For For Management 1.3 Elect Director Harold D. Marshall For For Management 1.4 Elect Director Thomas A. Akin For For Management 1.5 Elect Director James C. Underwood For For Management 1.6 Elect Director Raymond J. Chess For For Management 1.7 Elect Director William H. Cary For For Management 1.8 Elect Director Kennon H. Guglielmo For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Approve Recapitalization Plan for all Against For Shareholder Stock to Have One-vote per Share -------------------------------------------------------------------------------- SAIA, INC. Ticker: SAIA Security ID: 78709Y105 Meeting Date: APR 27, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William F. Evans For For Management 1.2 Elect Director Herbert A. Trucksess, For For Management III 1.3 Elect Director Jeffrey C. Ward For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- SANGAMO BIOSCIENCES, INC. Ticker: SGMO Security ID: 800677106 Meeting Date: JUN 22, 2015 Meeting Type: Annual Record Date: APR 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors (Majority Voting) For For Management 2 Election of Directors (Majority Voting) For For Management 3 Election of Directors (Majority Voting) For For Management 4 Election of Directors (Majority Voting) For For Management 5 Election of Directors (Majority Voting) For For Management 6 Election of Directors (Majority Voting) For For Management 7 Election of Directors (Majority Voting) For For Management 8 Election of Directors (Majority Voting) For For Management 9 Amend Stock Compensation Plan For For Management 10 Ratify Appointment of Independent For For Management Auditors -------------------------------------------------------------------------------- SONIC CORP. Ticker: SONC Security ID: 835451105 Meeting Date: JAN 29, 2015 Meeting Type: Annual Record Date: DEC 01, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Ratify Appointment of Independent For For Management Auditors 3 14A Executive Compensation For For Management -------------------------------------------------------------------------------- SOTHEBY'S Ticker: BID Security ID: 835898107 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John M. Angelo For For Management 1.2 Elect Director Jessica M. Bibliowicz For For Management 1.3 Elect Director Kevin C. Conroy For For Management 1.4 Elect Director Domenico De Sole For For Management 1.5 Elect Director The Duke of Devonshire For For Management 1.6 Elect Director Daniel S. Loeb For For Management 1.7 Elect Director Olivier Reza For For Management 1.8 Elect Director Marsha E. Simms For For Management 1.9 Elect Director Thomas S. Smith, Jr. For For Management 1.10 Elect Director Robert S. Taubman For For Management 1.11 Elect Director Diana L. Taylor For For Management 1.12 Elect Director Dennis M. Weibling For For Management 1.13 Elect Director Harry J. Wilson For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Amend Non-Employee Director Restricted For For Management Stock Plan 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- SPANSION INC. Ticker: CODE Security ID: 84649R200 Meeting Date: MAR 12, 2015 Meeting Type: Special Record Date: FEB 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 14A Executive Compensation For For Management 3 Approve Motion to Adjourn Meeting For For Management -------------------------------------------------------------------------------- SPS COMMERCE INC. Ticker: SPSC Security ID: 78463M107 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAR 19, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Ratify Appointment of Independent For For Management Auditors 3 14A Executive Compensation For For Management -------------------------------------------------------------------------------- STANDARD PACIFIC CORP. Ticker: SPF Security ID: 85375C101 Meeting Date: JUN 03, 2015 Meeting Type: Annual Record Date: APR 08, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bruce A. Choate For For Management 1.2 Elect Director Ronald R. Foell For For Management 1.3 Elect Director Douglas C. Jacobs For For Management 1.4 Elect Director David J. Matlin For For Management 1.5 Elect Director John R. Peshkin For For Management 1.6 Elect Director Peter Schoels For For Management 1.7 Elect Director Scott D. Stowell For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Amend Shareholder Rights Plan (Poison For Against Management Pill) 4 Adopt the Jurisdiction of For For Management Incorporation as the Exclusive Forum for Certain Disputes -------------------------------------------------------------------------------- STEELCASE INC. Ticker: SCS Security ID: 858155203 Meeting Date: JUL 16, 2014 Meeting Type: Annual Record Date: MAY 19, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lawrence J. Blanford For For Management 1.2 Elect Director William P. Crawford For For Management 1.3 Elect Director Connie K. Duckworth For For Management 1.4 Elect Director James P. Hackett For For Management 1.5 Elect Director R. David Hoover For For Management 1.6 Elect Director David W. Joos For For Management 1.7 Elect Director James P. Keane For For Management 1.8 Elect Director Elizabeth Valk Long For For Management 1.9 Elect Director Robert C. Pew III For For Management 1.10 Elect Director Cathy D. Ross For For Management 1.11 Elect Director Peter M. Wege II For For Management 1.12 Elect Director P. Craig Welch, Jr. For For Management 1.13 Elect Director Kate Pew Wolters For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- STERIS CORPORATION Ticker: STE Security ID: 859152100 Meeting Date: JUL 30, 2014 Meeting Type: Annual Record Date: JUN 02, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard C. Breeden For For Management 1.2 Elect Director Cynthia L. Feldmann For For Management 1.3 Elect Director Jacqueline B. Kosecoff For For Management 1.4 Elect Director David B. Lewis For For Management 1.5 Elect Director Kevin M. McMullen For For Management 1.6 Elect Director Walter M Rosebrough, Jr. For For Management 1.7 Elect Director Mohsen M. Sohi For For Management 1.8 Elect Director John P. Wareham For For Management 1.9 Elect Director Loyal W. Wilson For For Management 1.10 Elect Director Michael B. Wood For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- STRATASYS LTD Ticker: SSYS Security ID: M85548101 Meeting Date: JUL 10, 2014 Meeting Type: Annual Record Date: JUN 10, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors (Majority Voting) For For Management 2 Approve Cash/Stock Bonus Plan For For Management 3 Approve Cash/Stock Bonus Plan For For Management 4 Approve Cash/Stock Bonus Plan For For Management 5 Approve Option Grants For For Management 6 Approve Option Grants For For Management 7 Approve Option Grants For For Management 8 Approve Director Liability Insurance For For Management 9 Ratify Appointment of Independent For For Management Auditors -------------------------------------------------------------------------------- STRATEGIC HOTELS & RESORTS, INC. Ticker: BEE Security ID: 86272T106 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 14A Executive Compensation For For Management 3 Ratify Appointment of Independent For For Management Auditors 4 S/H Proposal - Corporate Governance Against Against Shareholder -------------------------------------------------------------------------------- SUPERIOR ENERGY SERVICES, INC. Ticker: SPN Security ID: 868157108 Meeting Date: MAY 22, 2015 Meeting Type: Annual Record Date: APR 08, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Harold J. Bouillion For For Management 1.2 Elect Director David D. Dunlap For For Management 1.3 Elect Director James M. Funk For For Management 1.4 Elect Director Terence E. Hall For For Management 1.5 Elect Director Peter D. Kinnear For For Management 1.6 Elect Director Michael M. McShane For For Management 1.7 Elect Director W. Matt Ralls For For Management 1.8 Elect Director Justin L. Sullivan For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- SUSSER HOLDINGS CORPORATION Ticker: SUSS Security ID: 869233106 Meeting Date: AUG 28, 2014 Meeting Type: Special Record Date: JUL 22, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 14A Extraordinary Transaction For For Management Executive Compensation 3 Approve Motion to Adjourn Meeting For For Management -------------------------------------------------------------------------------- SYNERGY RESOURCES CORP Ticker: SYRG Security ID: 87164P103 Meeting Date: JAN 21, 2015 Meeting Type: Annual Record Date: DEC 18, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Ratify Appointment of Independent For For Management Auditors -------------------------------------------------------------------------------- TANDEM DIABETES CARE, INC. Ticker: TNDM Security ID: 875372104 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dick P. Allen For For Management 1.2 Elect Director Edward L. Cahill For For Management 1.3 Elect Director Lonnie M. Smith For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- TEAM HEALTH HOLDINGS, INC. Ticker: TMH Security ID: 87817A107 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 25, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Glenn A. Davenport For Against Management 1.2 Elect Director Vicky B. Gregg For Against Management 1.3 Elect Director Neil M. Kurtz For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- TEKMIRA PHARMACEUTICALS CORPORATION Ticker: TKMR Security ID: 87911B209 Meeting Date: MAR 03, 2015 Meeting Type: Special Record Date: JAN 29, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Approve Article Amendments For For Management 3 Approve Motion to Adjourn Meeting For For Management 4 Transact Other Business For Against Management -------------------------------------------------------------------------------- TESORO CORPORATION Ticker: TSO Security ID: 881609101 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Rodney F. Chase For For Management 1.2 Elect Director Gregory J. Goff For For Management 1.3 Elect Director Robert W. Goldman For For Management 1.4 Elect Director David Lilley For For Management 1.5 Elect Director Mary Pat McCarthy For For Management 1.6 Elect Director J.W. Nokes For For Management 1.7 Elect Director Susan Tomasky For For Management 1.8 Elect Director Michael E. Wiley For For Management 1.9 Elect Director Patrick Y. Yang For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- THE ADVISORY BOARD COMPANY Ticker: ABCO Security ID: 00762W107 Meeting Date: SEP 04, 2014 Meeting Type: Annual Record Date: JUL 18, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Ratify Appointment of Independent For For Management Auditors 3 14A Executive Compensation For For Management -------------------------------------------------------------------------------- THE ULTIMATE SOFTWARE GROUP, INC. Ticker: ULTI Security ID: 90385D107 Meeting Date: MAY 18, 2015 Meeting Type: Annual Record Date: MAR 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors (Majority Voting) For For Management 2 Election of Directors (Majority Voting) For For Management 3 Election of Directors (Majority Voting) For For Management 4 Ratify Appointment of Independent For For Management Auditors 5 14A Executive Compensation For For Management -------------------------------------------------------------------------------- THE ULTIMATE SOFTWARE GROUP, INC. Ticker: ULTI Security ID: 90385D107 Meeting Date: MAY 18, 2015 Meeting Type: Annual Record Date: MAR 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Marc D. Scherr For For Management 1b Elect Director Rick A. Wilber For For Management 1c Elect Director James A. FitzPatrick, For For Management Jr. 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- TIMKENSTEEL CORPORATION Ticker: TMST Security ID: 887399103 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: FEB 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joseph A. Carrabba For For Management 1.2 Elect Director Phillip R. Cox For For Management 1.3 Elect Director John P. Reilly For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Amend Executive Incentive Bonus Plan For For Management 6 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- TRINSEO S.A. Ticker: TSE Security ID: L9340P101 Meeting Date: JAN 21, 2015 Meeting Type: Annual Record Date: DEC 01, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements For For Management 2 Approve Allocation of Income and For For Management Dividends 3 Approve Discharge of Directors and For For Management Auditors 4 Appoint PricewaterhouseCoopers Societe For For Management cooperative as Auditor -------------------------------------------------------------------------------- TRINSEO S.A. Ticker: TSE Security ID: L9340P101 Meeting Date: JUN 25, 2015 Meeting Type: Annual Record Date: APR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Directors For Against Management 2 Elect Donald T. Misheff as Director For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency For For Management 5 Approve Consolidated Financial For For Management Statements and Statutory Reports 6 Approve Allocation of Income and For For Management Dividends 7 Approve Discharge of Directors and For For Management Auditors 8 Appoint PwC Luxembourg as Internal For For Management Statutory Auditor 9 Appoint PricewaterhouseCoopers LLP as For For Management Independent Auditor 10 Transact Other Business (Non-Voting) None None Management -------------------------------------------------------------------------------- TRUECAR, INC. Ticker: TRUE Security ID: 89785L107 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 26, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Ratify Appointment of Independent For For Management Auditors -------------------------------------------------------------------------------- U.S. SILICA HOLDINGS, INC Ticker: SLCA Security ID: 90346E103 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Ratify Appointment of Independent For For Management Auditors 3 14A Executive Compensation For For Management 4 Amend Stock Compensation Plan For For Management 5 Amend Articles-Board Related For For Management 6 Miscellaneous Corporate Actions For For Management -------------------------------------------------------------------------------- UTI WORLDWIDE INC. Ticker: UTIW Security ID: G87210103 Meeting Date: JUN 08, 2015 Meeting Type: Annual Record Date: MAY 01, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors (Majority Voting) For For Management 2 Election of Directors (Majority Voting) For For Management 3 Election of Directors (Majority Voting) For For Management 4 Approve Stock Compensation Plan For For Management 5 Approve Cash/Stock Bonus Plan For For Management 6 14A Executive Compensation For For Management 7 Ratify Appointment of Independent For For Management Auditors -------------------------------------------------------------------------------- WABASH NATIONAL CORPORATION Ticker: WNC Security ID: 929566107 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors (Majority Voting) For For Management 2 Election of Directors (Majority Voting) For For Management 3 Election of Directors (Majority Voting) For For Management 4 Election of Directors (Majority Voting) For For Management 5 Election of Directors (Majority Voting) For For Management 6 Election of Directors (Majority Voting) For For Management 7 Election of Directors (Majority Voting) For For Management 8 14A Executive Compensation For For Management 9 Ratify Appointment of Independent For For Management Auditors -------------------------------------------------------------------------------- WAGEWORKS, INC. Ticker: WAGE Security ID: 930427109 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 1 Election of Directors For For Management 2 14A Executive Compensation For For Management 3 14A Executive Compensation Vote 3 Years 2 Years Management Frequency 4 Ratify Appointment of Independent For For Management Auditors -------------------------------------------------------------------------------- WAGEWORKS, INC. Ticker: WAGE Security ID: 930427109 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas A. Bevilacqua For For Management 1.2 Elect Director Bruce G. Bodaken For For Management 1.3 Elect Director Joseph L. Jackson For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency Three One Year Management Years 4 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- WATSCO, INC. Ticker: WSO Security ID: 942622200 Meeting Date: MAY 11, 2015 Meeting Type: Annual Record Date: MAR 30, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Cesar L. Alvarez For Withhold Management -------------------------------------------------------------------------------- WERNER ENTERPRISES, INC. Ticker: WERN Security ID: 950755108 Meeting Date: MAY 12, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Clarence L. Werner For For Management 1.2 Elect Director Patrick J. Jung For For Management 1.3 Elect Director Duane K. Sather For For Management 2 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- WEX INC. Ticker: WEX Security ID: 96208T104 Meeting Date: MAY 15, 2015 Meeting Type: Annual Record Date: MAR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors (Majority Voting) For For Management 2 Election of Directors (Majority Voting) For For Management 3 Election of Directors (Majority Voting) For For Management 4 14A Executive Compensation For For Management 5 Approve Stock Compensation Plan For For Management 6 Approve Stock Compensation Plan For For Management 7 Ratify Appointment of Independent For For Management Auditors -------------------------------------------------------------------------------- WEX INC. Ticker: WEX Security ID: 96208T104 Meeting Date: MAY 15, 2015 Meeting Type: Annual Record Date: MAR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director George L. McTavish For For Management 1.2 Elect Director Regina O. Sommer For For Management 1.3 Elect Director Jack VanWoerkom For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Approve Executive Incentive Bonus Plan For For Management 5 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- WRIGHT MEDICAL GROUP, INC. Ticker: WMGI Security ID: 98235T107 Meeting Date: JUN 18, 2015 Meeting Type: Special Record Date: MAY 07, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Advisory Vote on Golden Parachutes For For Management 3 Adjourn Meeting For For Management -------------------------------------------------------------------------------- XPO LOGISTICS, INC. Ticker: XPO Security ID: 983793100 Meeting Date: DEC 23, 2014 Meeting Type: Special Record Date: NOV 24, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Conversion of Securities For For Management 2 Adjourn Meeting For For Management -------------------------------------------------------------------------------- XPO LOGISTICS, INC. Ticker: XPO Security ID: 983793100 Meeting Date: MAY 19, 2015 Meeting Type: Annual Record Date: APR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James J. Martell For For Management 1.2 Elect Director Jason D. Papastavrou For For Management 2 Declassify the Board of Directors For For Management 3 Ratify KPMG LLP as Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- ZELTIQ AESTHETICS INC. Ticker: ZLTQ Security ID: 98933Q108 Meeting Date: JUN 17, 2015 Meeting Type: Annual Record Date: APR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors For For Management 1 Election of Directors For For Management 2 Ratify Appointment of Independent For For Management Auditors 3 14A Executive Compensation For For Management =============== Consulting Group Capital Markets Funds - Small ================ =============== Capitalization Value Equity Investments ================ AAR CORP. Ticker: AIR Security ID: 000361105 Meeting Date: OCT 08, 2014 Meeting Type: Annual Record Date: AUG 19, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Patrick J. Kelly For For Management 1.2 Elect Peter Pace For For Management 1.3 Elect Timothy J. Romenesko For For Management 1.4 Elect Ronald B. Woodard For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Ratification of Auditor For For Management -------------------------------------------------------------------------------- ACTUANT CORPORATION Ticker: ATU Security ID: 00508X203 Meeting Date: JAN 21, 2015 Meeting Type: Annual Record Date: NOV 14, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert C. Arzbaecher For For Management 1.2 Elect Director Gurminder S. Bedi For For Management 1.3 Elect Director E. James Ferland For For Management 1.4 Elect Director Thomas J. Fischer For For Management 1.5 Elect Director Mark E. Goldstein For For Management 1.6 Elect Director R. Alan Hunter, Jr. For For Management 1.7 Elect Director Robert A. Peterson For For Management 1.8 Elect Director Holly A. Van Deursen For For Management 1.9 Elect Director Dennis K. Williams For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- ALBEMARLE CORPORATION Ticker: ALB Security ID: 012653101 Meeting Date: NOV 14, 2014 Meeting Type: Special Record Date: SEP 30, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with For For Management Acquisition 2 Adjourn Meeting For For Management -------------------------------------------------------------------------------- ALBEMARLE CORPORATION Ticker: ALB Security ID: 012653101 Meeting Date: MAY 05, 2015 Meeting Type: Annual Record Date: MAR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William H. Hernandez For For Management 1.2 Elect Director Luther C. Kissam, IV For For Management 1.3 Elect Director Douglas L. Maine For For Management 1.4 Elect Director J. Kent Masters For For Management 1.5 Elect Director Jim W. Nokes For For Management 1.6 Elect Director James J. O'Brien For For Management 1.7 Elect Director Barry W. Perry For For Management 1.8 Elect Director John Sherman, Jr. For For Management 1.9 Elect Director Gerald A. Steiner For For Management 1.10 Elect Director Harriett Tee Taggart For For Management 1.11 Elect Director Alejandro Wolff For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Amend Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- ALEXANDER & BALDWIN, INC. Ticker: ALEX Security ID: 014491104 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: FEB 19, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles G. King For For Management 1.2 Elect Director Douglas M. Pasquale For For Management 1.3 Elect Director Jenai S. Wall For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- ALLIANT TECHSYSTEMS INC. Ticker: ATK Security ID: 018804104 Meeting Date: JUL 30, 2014 Meeting Type: Annual Record Date: JUN 02, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Michael Callahan For For Management 1.2 Elect Roxanne Decyk For For Management 1.3 Elect Mark W. DeYoung For For Management 1.4 Elect Martin C. Faga For For Management 1.5 Elect Ronald R. Fogleman For For Management 1.6 Elect April H. Foley For For Management 1.7 Elect Tig H. Krekel For For Management 1.8 Elect Douglas L. Maine For For Management 1.9 Elect Roman Martinez IV For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Ratification of Auditor For For Management 4 Shareholder Proposal Regarding Sandy Against Against Shareholder Hook Principles -------------------------------------------------------------------------------- ALLIANT TECHSYSTEMS INC. Ticker: ATK Security ID: 018804104 Meeting Date: JAN 27, 2015 Meeting Type: Special Record Date: DEC 16, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with For For Management Acquisition 2 Adjourn Meeting For For Management -------------------------------------------------------------------------------- ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG Ticker: AWH Security ID: H01531104 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: MAR 04, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Change Location of Registered Office For Did Not Vote Management to Zug, Switzerland 2 Amend Articles Re: Define the Duties For Did Not Vote Management of the Compensation Committee 3 Amend Articles Re: Define the For Did Not Vote Management Company's Compensation Principles 4 Amend Articles Re: Notice Period in For Did Not Vote Management Employment Agreements With Executive Officers and Agreements with Directors, and to Prohibit Loans and Credit to Executives and Directors 5 Amend Articles Re: Limit the Number of For Did Not Vote Management Outside Board Seats the Director and Executives may Hold 6 Amend Articles Re: Provide for For Did Not Vote Management Say-On-Pay Votes Required Under Swiss law 7.1 Elect Barbara T. Alexander as Director For Did Not Vote Management 7.2 Elect Scott A. Carmilani as Director For Did Not Vote Management 7.3 Elect James F. Duffy as Director For Did Not Vote Management 7.4 Elect Bart Friedman as Director For Did Not Vote Management 7.5 Elect Patrick de Saint-Aignan as For Did Not Vote Management Director 7.6 Elect Eric S. Schwartz as Director For Did Not Vote Management 7.7 Elect Samuel J. Weinhoff as Director For Did Not Vote Management 8 Elect Scott A. Carmilani as Board For Did Not Vote Management Chairman 9.1 Appoint Barbara T. Alexander as Member For Did Not Vote Management of the Compensation Committee 9.2 Appoint James F. Duffy as Member of For Did Not Vote Management the Compensation Committee 9.3 Appoint Bart Friedman as Member of the For Did Not Vote Management Compensation Committee 9.4 Appoint Patrick de Saint-Aignan as For Did Not Vote Management Member of the Compensation Committee 9.5 Appoint Eric S. Schwartz as Member of For Did Not Vote Management the Compensation Committee 9.6 Appoint Samuel J. Weinhoff as Member For Did Not Vote Management of the Compensation Committee 10 Designate Buis Buergi AG as For Did Not Vote Management Independent Proxy 11 Approve the 2015 Compensation for For Did Not Vote Management Executives as Required under Swiss Law 12 Approve the 2015 Compensation for For Did Not Vote Management Directors as Required under Swiss Law 13 Advisory Vote to Ratify Named For Did Not Vote Management Executive Officers' Compensation 14 Accept Consolidated Financial For Did Not Vote Management Statements and Statutory Reports 15 Approve Retention of Disposable Profits For Did Not Vote Management 16 Approve Dividends For Did Not Vote Management 17 Approve Reduction in Share Capital For Did Not Vote Management 18 Appoint Deloitte & Touche LLP as For Did Not Vote Management Independent Auditor and Deloitte AG as Statutory Auditor 19 Appoint PricewaterhouseCoopers AG as For Did Not Vote Management Special Auditor 20 Approve Discharge of Board and Senior For Did Not Vote Management Management 21 Transact Other Business (Voting) For Did Not Vote Management -------------------------------------------------------------------------------- ALTRA INDUSTRIAL MOTION CORP. Ticker: AIMC Security ID: 02208R106 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: MAR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edmund M. Carpenter For For Management 1.2 Elect Director Carl R. Christenson For For Management 1.3 Elect Director Lyle G. Ganske For For Management 1.4 Elect Director Michael S. Lipscomb For For Management 1.5 Elect Director Larry McPherson For For Management 1.6 Elect Director Thomas W. Swidarski For For Management 1.7 Elect Director James H. Woodward, Jr. For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- AMERICAN FINANCIAL GROUP, INC. Ticker: AFG Security ID: 025932104 Meeting Date: MAY 12, 2015 Meeting Type: Annual Record Date: MAR 18, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carl H. Lindner, III For For Management 1.2 Elect Director S. Craig Lindner For For Management 1.3 Elect Director Kenneth C. Ambrecht For For Management 1.4 Elect Director John B. Berding For For Management 1.5 Elect Director Joseph E. (Jeff) For For Management Consolino 1.6 Elect Director Virginia 'Gina' C. For For Management Drosos 1.7 Elect Director James E. Evans For For Management 1.8 Elect Director Terry S. Jacobs For For Management 1.9 Elect Director Gregory G. Joseph For For Management 1.10 Elect Director William W. Verity For For Management 1.11 Elect Director John I. Von Lehman For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Omnibus Stock Plan For Against Management -------------------------------------------------------------------------------- ARCTIC CAT INC. Ticker: ACAT Security ID: 039670104 Meeting Date: AUG 07, 2014 Meeting Type: Annual Record Date: JUN 10, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Tony J. Christianson For For Management 1.2 Elect D. Christian Koch For For Management 1.3 Elect Kenneth J. Roering For For Management 2 Adoption of Majority Vote for Election For For Management of Directors 3 Ratification of Auditor For For Management 4 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- ASBURY AUTOMOTIVE GROUP, INC. Ticker: ABG Security ID: 043436104 Meeting Date: APR 15, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dennis E. Clements For For Management 1.2 Elect Director Eugene S. Katz For For Management 1.3 Elect Director Scott L. Thompson For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- ASHFORD HOSPITALITY TRUST, INC. Ticker: AHT Security ID: 044103109 Meeting Date: DEC 19, 2014 Meeting Type: Contested-Consent Record Date: OCT 15, 2014 # Proposal Mgt Rec Vote Cast Sponsor 01 THE DEMAND OF THE CALL OF A SPECIAL Abstain Against Management MEETING OF SHAREHOLDERS OF THE COMPANY PURSUANT TO THE COMPANY'S BYLAWS FOR THE PURPOSE OF VOTING ON THE PROPOSALS OUTLINED IN THE WRITTEN REQUEST; AND THE EXERCISE OF ANY AND ALL RIGHTS OF THESE SHARES INCIDENTAL TO CA 01 THE DEMAND OF THE CALL OF A SPECIAL Abstain Against Management MEETING OF SHAREHOLDERS OF THE COMPANY PURSUANT TO THE COMPANY'S BYLAWS FOR THE PURPOSE OF VOTING ON THE PROPOSALS OUTLINED IN THE WRITTEN REQUEST; AND THE EXERCISE OF ANY AND ALL RIGHTS OF THESE SHARES INCIDENTAL TO CA -------------------------------------------------------------------------------- ASHFORD HOSPITALITY TRUST, INC. Ticker: AHT Security ID: 044103109 Meeting Date: MAY 12, 2015 Meeting Type: Contested-Annual Record Date: MAR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1. DIRECTOR Non-Voting Management Non-Voting 2. TO AMEND OUR CHARTER TO REQUIRE A For For Management MAJORITY VOTING STANDARD IN UNCONTESTED DIRECTOR ELECTIONS 3. TO RATIFY THE APPOINTMENT OF ERNST & For For Management YOUNG LLP, A NATIONAL PUBLIC ACCOUNTING FIRM, AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4. TO OBTAIN ADVISORY APPROVAL OF THE For For Management COMPANY'S EXECUTIVE COMPENSATION 5. TO APPROVE AN AMENDMENT TO OUR BYLAWS Against Against Management TO REQUIRE THAT ONLY STOCKHOLDERS THAT HAVE OWNED AT LEAST 1% OF THE OUTSTANDING COMMON STOCK OF THE COMPANY CONTINUOUSLY FOR AT LEAST ONE YEAR MAY NOMINATE DIRECTOR CANDIDATES AND PROPOSE OTHER BUSINESS TO BE CONSIDE -------------------------------------------------------------------------------- ATWOOD OCEANICS, INC. Ticker: ATW Security ID: 050095108 Meeting Date: FEB 18, 2015 Meeting Type: Annual Record Date: DEC 19, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Deborah A. Beck For For Management 1.2 Elect Director George S. Dotson For For Management 1.3 Elect Director Jack E. Golden For For Management 1.4 Elect Director Hans Helmerich For For Management 1.5 Elect Director Jeffrey A. Miller For For Management 1.6 Elect Director James R. Montague For For Management 1.7 Elect Director Robert J. Saltiel For For Management 1.8 Elect Director Phil D. Wedemeyer For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- AVX CORPORATION Ticker: AVX Security ID: 002444107 Meeting Date: JUL 23, 2014 Meeting Type: Annual Record Date: MAY 30, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Tatsumi Maeda For For Management 1.2 Elect Donald B. Christiansen For For Management 1.3 Elect Shoichi Aoki For For Management 2 2014 Management Incentive Plan For For Management 3 2014 Restricted Stock Unit Plan For For Management 4 Advisory Vote on Executive Compensation For For Management 5 Ratification of Auditor For For Management -------------------------------------------------------------------------------- AZZ INCORPORATED Ticker: AZZ Security ID: 002474104 Meeting Date: JUL 08, 2014 Meeting Type: Annual Record Date: MAY 15, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Thomas E. Ferguson For For Management 1.2 Elect Dana L. Perry For For Management 1.3 Elect Daniel E. Berce For For Management 1.4 Elect Martin C. Bowen For For Management 1.5 Elect Sam Rosen For For Management 1.6 Elect Kevern R. Joyce For For Management 1.7 Elect H. Kirk Downey For For Management 1.8 Elect Daniel R. Feehan For For Management 1.9 Elect Peter A. Hegedus For For Management 2 2014 Long Term Incentive Plan For Against Management 3 Advisory Vote on Executive Compensation For For Management 4 Ratification of Auditor For For Management -------------------------------------------------------------------------------- BANK OF HAWAII CORPORATION Ticker: BOH Security ID: 062540109 Meeting Date: APR 24, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director S. Haunani Apoliona For For Management 1.2 Elect Director Mary G.F. Bitterman For For Management 1.3 Elect Director Mark A. Burak For For Management 1.4 Elect Director Michael J. Chun For For Management 1.5 Elect Director Clinton R. Churchill For For Management 1.6 Elect Director Peter S. Ho For For Management 1.7 Elect Director Robert Huret For For Management 1.8 Elect Director Kent T. Lucien For For Management 1.9 Elect Director Victor K. Nichols For For Management 1.10 Elect Director Martin A. Stein For For Management 1.11 Elect Director Donald M. Takaki For For Management 1.12 Elect Director Barbara J. Tanabe For For Management 1.13 Elect Director Raymond P. Vara, Jr. For For Management 1.14 Elect Director Robert W. Wo For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Approve Non-Employee Director Omnibus For For Management Stock Plan 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- BARNES GROUP INC. Ticker: B Security ID: 067806109 Meeting Date: MAY 08, 2015 Meeting Type: Annual Record Date: MAR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas O. Barnes For For Management 1.2 Elect Director Gary G. Benanav For For Management 1.3 Elect Director William S. Bristow, Jr. For For Management 1.4 Elect Director Patrick J. Dempsey For For Management 1.5 Elect Director Mylle H. Mangum For For Management 1.6 Elect Director Hassell H. McClellan For For Management 1.7 Elect Director JoAnna L. Sohovich For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- BERRY PLASTICS GROUP, INC. Ticker: BERY Security ID: 08579W103 Meeting Date: MAR 04, 2015 Meeting Type: Annual Record Date: JAN 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert A. Steele For For Management 1.2 Elect Director Jonathan D. Rich For For Management 1.3 Elect Director Robert V. Seminara For For Management 2 Amend Certificate of Incorporation For For Management 3 Approve Omnibus Stock Plan For For Management 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- BLACK BOX CORPORATION Ticker: BBOX Security ID: 091826107 Meeting Date: AUG 12, 2014 Meeting Type: Annual Record Date: JUN 16, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard L. Crouch For For Management 1.2 Elect Director Thomas W. Golonski For For Management 1.3 Elect Director Thomas G. Greig For For Management 1.4 Elect Director John S. Heller For For Management 1.5 Elect Director William H. Hernandez For For Management 1.6 Elect Director Michael McAndrew For For Management 1.7 Elect Director Joel T. Trammell For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- BLACK HILLS CORPORATION Ticker: BKH Security ID: 092113109 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael H. Madison For For Management 1.2 Elect Director Linda K. Massman For For Management 1.3 Elect Director Steven R. Mills For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- BLACKSTONE MORTGAGE TRUST, INC. Ticker: BXMT Security ID: 09257W100 Meeting Date: JUN 16, 2015 Meeting Type: Annual Record Date: APR 14, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael B. Nash For For Management 1.2 Elect Director Stephen D. Plavin For For Management 1.3 Elect Director Leonard W. Cotton For For Management 1.4 Elect Director Thomas E. Dobrowski For For Management 1.5 Elect Director Martin L. Edelman For For Management 1.6 Elect Director Henry N. Nassau For For Management 1.7 Elect Director Lynne B. Sagalyn For For Management 1.8 Elect Director John G. Schreiber For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- BLUE NILE, INC. Ticker: NILE Security ID: 09578R103 Meeting Date: JUN 04, 2015 Meeting Type: Annual Record Date: APR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR Non-Voting Management Non-Voting 2. TO RATIFY THE SELECTION BY THE AUDIT For For Management COMMITTEE OF THE BOARD OF DIRECTORS OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR BLUE NILE FOR FISCAL YEAR ENDING JANUARY 3, 2016. 3. TO APPROVE AN ADVISORY RESOLUTION For For Management APPROVING EXECUTIVE COMPENSATION. -------------------------------------------------------------------------------- BOK FINANCIAL CORPORATION Ticker: BOKF Security ID: 05561Q201 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan S. Armstrong For For Management 1.2 Elect Director C. Fred Ball, Jr. For For Management 1.3 Elect Director Sharon J. Bell For For Management 1.4 Elect Director Peter C. Boylan, III For For Management 1.5 Elect Director Steven G. Bradshaw For For Management 1.6 Elect Director Chester E. Cadieux, III For Withhold Management 1.7 Elect Director Joseph W. Craft, III For For Management 1.8 Elect Director Daniel H. Ellinor - None None Management RESIGNED 1.9 Elect Director John W. Gibson For For Management 1.10 Elect Director David F. Griffin For For Management 1.11 Elect Director V. Burns Hargis For For Management 1.12 Elect Director Douglas D. Hawthorne For For Management 1.13 Elect Director Kimberley D. Henry For For Management 1.14 Elect Director E. Carey Joullian, IV For For Management 1.15 Elect Director George B. Kaiser For Withhold Management 1.16 Elect Director Robert J. LaFortune For For Management 1.17 Elect Director Stanley A. Lybarger For For Management 1.18 Elect Director Steven J. Malcolm For For Management 1.19 Elect Director E.C. Richards For For Management 1.20 Elect Director John Richels For For Management 1.21 Elect Director Michael C. Turpen For For Management 1.22 Elect Director R. A. Walker For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- BONANZA CREEK ENERGY, INC. Ticker: BCEI Security ID: 097793103 Meeting Date: JUN 04, 2015 Meeting Type: Annual Record Date: APR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard J. Carty For For Management 1.2 Elect Director Marvin M. Chronister For For Management 1.3 Elect Director Jeff E. Wojahn For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Hein & Associates LLP as For For Management Auditors 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- BOOZ ALLEN HAMILTON HOLDING CORPORATION Ticker: BAH Security ID: 099502106 Meeting Date: JUL 31, 2014 Meeting Type: Annual Record Date: JUN 09, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Ralph W. Shrader For For Management 1.2 Elect Joan L. Amble For For Management 1.3 Elect Peter Clare For For Management 1.4 Elect Philip A. Odeen For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Amendment to the Equity Incentive Plan For For Management 4 Amendment to the Annual Incentive Plan For For Management 5 Recapitalization For For Management 6 Ratification of Auditor For For Management -------------------------------------------------------------------------------- BOSTON PRIVATE FINANCIAL HOLDINGS, INC. Ticker: BPFH Security ID: 101119105 Meeting Date: APR 15, 2015 Meeting Type: Annual Record Date: MAR 04, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Clayton G. Deutsch For For Management 1.2 Elect Director Deborah F. Kuenstner For For Management 1.3 Elect Director Gloria C. Larson For For Management 1.4 Elect Director John Morton, III For For Management 1.5 Elect Director Daniel P. Nolan For For Management 1.6 Elect Director Brian G. Shapiro For For Management 1.7 Elect Director Mark D. Thompson For For Management 1.8 Elect Director Stephen M. Waters For For Management 1.9 Elect Director Donna C. Wells For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG, LLP as Auditors For For Management -------------------------------------------------------------------------------- BRANDYWINE REALTY TRUST Ticker: BDN Security ID: 105368203 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: APR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Walter D'Alessio For For Management 1.2 Elect Director Carol G. Carroll For For Management 1.3 Elect Director James C. Diggs For For Management 1.4 Elect Director Wyche Fowler For For Management 1.5 Elect Director Michael J. Joyce For For Management 1.6 Elect Director Anthony A. Nichols, Sr. For For Management 1.7 Elect Director Charles P. Pizzi For For Management 1.8 Elect Director Gerard H. Sweeney For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- BRIGGS & STRATTON CORPORATION Ticker: BGG Security ID: 109043109 Meeting Date: OCT 15, 2014 Meeting Type: Annual Record Date: AUG 15, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1. DIRECTOR Non-Voting Management Non-Voting 2. RATIFY DELOITTE & TOUCHE LLP AS THE For For Management COMPANY'S INDEPENDENT AUDITORS. 3. APPROVE, BY NON-BINDING ADVISORY VOTE, For For Management EXECUTIVE COMPENSATION. 4. APPROVE THE BRIGGS & STRATTON For For Management CORPORATION 2014 OMNIBUS INCENTIVE PLAN. -------------------------------------------------------------------------------- BRINKER INTERNATIONAL, INC. Ticker: EAT Security ID: 109641100 Meeting Date: OCT 30, 2014 Meeting Type: Annual Record Date: SEP 02, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joseph M. DePinto For For Management 1.2 Elect Director Harriet Edelman For For Management 1.3 Elect Director Michael A. George For For Management 1.4 Elect Director William T. Giles For For Management 1.5 Elect Director Gerardo I. Lopez For For Management 1.6 Elect Director Jon L. Luther For For Management 1.7 Elect Director George R. Mrkonic For For Management 1.8 Elect Director Rosendo G. Parra For For Management 1.9 Elect Director Wyman T. Roberts For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- BRISTOW GROUP INC. Ticker: BRS Security ID: 110394103 Meeting Date: JUL 31, 2014 Meeting Type: Annual Record Date: JUN 12, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Thomas N. Amonett For For Management 1.2 Elect Jonathan E. Baliff For For Management 1.3 Elect Stephen J. Cannon For For Management 1.4 Elect Michael A. Flick For For Management 1.5 Elect Lori A. Gobillot For For Management 1.6 Elect Ian A. Godden For For Management 1.7 Elect Stephen A. King For Withhold Management 1.8 Elect Thomas C. Knudson For Withhold Management 1.9 Elect Mathew Masters For Withhold Management 1.10 Elect Bruce H. Stover For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Ratification of Auditor For For Management -------------------------------------------------------------------------------- BROCADE COMMUNICATIONS SYSTEMS, INC. Ticker: BRCD Security ID: 111621306 Meeting Date: APR 07, 2015 Meeting Type: Annual Record Date: FEB 18, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Judy Bruner For For Management 1.2 Elect Director Lloyd A. Carney For For Management 1.3 Elect Director Renato A. DiPentima For Against Management 1.4 Elect Director Alan L. Earhart For For Management 1.5 Elect Director John W. Gerdelman For For Management 1.6 Elect Director Dave House For Against Management 1.7 Elect Director L. William (Bill) Krause For Against Management 1.8 Elect Director David E. Roberson For For Management 1.9 Elect Director Sanjay Vaswani For Against Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Amend Non-Employee Director Omnibus For For Management Stock Plan 5 Ratify KPMG LLP as Auditors For For Management 6 Claw-back of Payments under Against For Shareholder Restatements -------------------------------------------------------------------------------- CABOT CORPORATION Ticker: CBT Security ID: 127055101 Meeting Date: MAR 12, 2015 Meeting Type: Annual Record Date: JAN 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John K. McGillicuddy For For Management 1.2 Elect Director John F. O'Brien For For Management 1.3 Elect Director Lydia W. Thomas For For Management 1.4 Elect Director Mark S. Wrighton For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Approve Non-Employee Director Stock For For Management Award Plan 4 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- CAL-MAINE FOODS, INC. Ticker: CALM Security ID: 128030202 Meeting Date: OCT 03, 2014 Meeting Type: Annual Record Date: AUG 15, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Adolphus B. Baker For Withhold Management 1.2 Elect Timothy A. Dawson For Withhold Management 1.3 Elect Letitia C. Hughes For For Management 1.4 Elect Sherman Miller For For Management 1.5 Elect James E. Poole For For Management 1.6 Elect Steve W. Sanders For For Management 2 Increase of Authorized Common Stock For For Management and Class A Common Stock 3 Advisory Vote on Executive Compensation For For Management 4 Frequency of Advisory Vote on 3 Years 1 Year Management Executive Compensation 5 Ratification of Auditor For For Management -------------------------------------------------------------------------------- CASEY'S GENERAL STORES, INC. Ticker: CASY Security ID: 147528103 Meeting Date: SEP 19, 2014 Meeting Type: Annual Record Date: JUL 28, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Robert J. Myers For For Management 1.2 Elect Diane C. Bridgewater For For Management 1.3 Elect Larree M. Renda For For Management 2 Ratification of Auditor For For Management 3 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- CENTRAL GARDEN & PET COMPANY Ticker: CENT Security ID: 153527106 Meeting Date: FEB 10, 2015 Meeting Type: Annual Record Date: DEC 15, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1. DIRECTOR Non-Voting Management Non-Voting 2. TO RATIFY THE SELECTION OF DELOITTE & For For Management TOUCHE LLP AS CENTRAL GARDEN & PET COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. -------------------------------------------------------------------------------- CHEMTURA CORPORATION Ticker: CHMT Security ID: 163893209 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey D. Benjamin For For Management 1.2 Elect Director Timothy J. Bernlohr For For Management 1.3 Elect Director Anna C. Catalano For For Management 1.4 Elect Director James W. Crownover For For Management 1.5 Elect Director Robert A. Dover For For Management 1.6 Elect Director Jonathan F. Foster For For Management 1.7 Elect Director Craig A. Rogerson For For Management 1.8 Elect Director John K. Wulff For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- CINEMARK HOLDINGS, INC. Ticker: CNK Security ID: 17243V102 Meeting Date: JUN 04, 2015 Meeting Type: Annual Record Date: APR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carlos M. Sepulveda For For Management 1.2 Elect Director Tim Warner For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CIRCOR INTERNATIONAL, INC. Ticker: CIR Security ID: 17273K109 Meeting Date: MAY 05, 2015 Meeting Type: Annual Record Date: MAR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David F. Dietz For For Management 1.2 Elect Director Douglas M. Hayes For For Management 1.3 Elect Director Norman E. Johnson For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CIRRUS LOGIC, INC. Ticker: CRUS Security ID: 172755100 Meeting Date: JUL 28, 2014 Meeting Type: Annual Record Date: MAY 29, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John C. Carter For For Management 1.2 Elect Director Timothy R. Dehne For For Management 1.3 Elect Director Christine King For For Management 1.4 Elect Director Jason P. Rhode For For Management 1.5 Elect Director Alan R. Schuele For For Management 1.6 Elect Director William D. Sherman For For Management 1.7 Elect Director Susan Wang For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management 5 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- COMMERCIAL METALS COMPANY Ticker: CMC Security ID: 201723103 Meeting Date: JAN 14, 2015 Meeting Type: Annual Record Date: NOV 24, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joseph Alvarado For Withhold Management 1.2 Elect Director Anthony A. Massaro For For Management 1.3 Elect Director Joseph Winkler For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Report on Sustainability, Including Against For Shareholder GHG Goals -------------------------------------------------------------------------------- COMMSCOPE HOLDING COMPANY, INC. Ticker: COMM Security ID: 20337X109 Meeting Date: MAY 01, 2015 Meeting Type: Annual Record Date: MAR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Campbell R. Dyer For For Management 1.2 Elect Director Stephen C. Gray For For Management 1.3 Elect Director L. William Krause For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- COMMUNITY BANK SYSTEM, INC. Ticker: CBU Security ID: 203607106 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Neil E. Fesette For For Management 1.2 Elect Director Sally A. Steele For For Management 1.3 Elect Director Mark E. Tryniski For For Management 1.4 Elect Director James A. Wilson For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- CONVERGYS CORPORATION Ticker: CVG Security ID: 212485106 Meeting Date: APR 22, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Andrea J. Ayers For For Management 1.2 Elect Director John F. Barrett For For Management 1.3 Elect Director Cheryl K. Beebe For For Management 1.4 Elect Director Richard R. Devenuti For For Management 1.5 Elect Director Jeffrey H. Fox For For Management 1.6 Elect Director Joseph E. Gibbs For For Management 1.7 Elect Director Joan E. Herman For For Management 1.8 Elect Director Thomas L. Monahan, III For For Management 1.9 Elect Director Ronald L. Nelson For For Management 1.10 Elect Director Richard F. Wallman For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CORE-MARK HOLDING COMPANY, INC. Ticker: CORE Security ID: 218681104 Meeting Date: MAY 19, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Robert A. Allen For For Management 1b Elect Director Stuart W. Booth For For Management 1c Elect Director Gary F. Colter For For Management 1d Elect Director Robert G. Gross For For Management 1e Elect Director Thomas B. Perkins For For Management 1f Elect Director Harvey L. Tepner For For Management 1g Elect Director Randolph I. Thornton For For Management 1h Elect Director J. Michael Walsh For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Increase Authorized Common Stock For Against Management 4 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- CRACKER BARREL OLD COUNTRY STORE, INC. Ticker: CBRL Security ID: 22410J106 Meeting Date: NOV 13, 2014 Meeting Type: Annual Record Date: SEP 22, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect James W. Bradford For Withhold Management 1.2 Elect Thomas H. Barr For For Management 1.3 Elect Sandra B. Cochran For For Management 1.4 Elect Glenn A. Davenport For For Management 1.5 Elect Richard J. Dobkin For For Management 1.6 Elect Norman E. Johnson For For Management 1.7 Elect William W. McCarten For For Management 1.8 Elect Coleman H. Peterson For For Management 1.9 Elect Andrea M. Weiss For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Ratification of Auditor For For Management -------------------------------------------------------------------------------- CRANE CO. Ticker: CR Security ID: 224399105 Meeting Date: APR 27, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Martin R. Benante For For Management 1.2 Elect Director Donald G. Cook For For Management 1.3 Elect Director R.S. Evans For For Management 1.4 Elect Director Ronald C. Lindsay For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CSG SYSTEMS INTERNATIONAL, INC. Ticker: CSGS Security ID: 126349109 Meeting Date: MAY 19, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Peter E. Kalan For For Management 1b Elect Director Frank V. Sica For For Management 1c Elect Director James A. Unruh For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- CULLEN/FROST BANKERS, INC. Ticker: CFR Security ID: 229899109 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: MAR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director R. Denny Alexander For For Management 1.2 Elect Director Carlos Alvarez For For Management 1.3 Elect Director Royce S. Caldwell For For Management 1.4 Elect Director Crawford H. Edwards For For Management 1.5 Elect Director Ruben M. Escobedo For For Management 1.6 Elect Director Richard W. Evans, Jr. For Withhold Management 1.7 Elect Director Patrick B. Frost For For Management 1.8 Elect Director David J. Haemisegger For For Management 1.9 Elect Director Karen E. Jennings For For Management 1.10 Elect Director Richard M. Kleberg, III For For Management 1.11 Elect Director Charles W. Matthews For For Management 1.12 Elect Director Ida Clement Steen For For Management 1.13 Elect Director Horace Wilkins, Jr. For For Management 1.14 Elect Director Jack Wood For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CVB FINANCIAL CORP. Ticker: CVBF Security ID: 126600105 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director George A. Borba, Jr. For Withhold Management 1.2 Elect Director Stephen A. Del Guercio For Withhold Management 1.3 Elect Director Robert M. Jacoby For Withhold Management 1.4 Elect Director Christopher D. Myers For For Management 1.5 Elect Director Raymond V. O'Brien, III For Withhold Management 1.6 Elect Director Hal W. Oswalt For Withhold Management 1.7 Elect Director San E. Vaccaro For Withhold Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- CYTEC INDUSTRIES INC. Ticker: CYT Security ID: 232820100 Meeting Date: APR 16, 2015 Meeting Type: Annual Record Date: FEB 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director David P. Hess For For Management 1b Elect Director Barry C. Johnson For For Management 1c Elect Director Carol P. Lowe For For Management 1d Elect Director Thomas W. Rabaut For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- DANA HOLDING CORPORATION Ticker: DAN Security ID: 235825205 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: MAR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Virginia A. Kamsky For For Management 1.2 Elect Director Terrence J. Keating For For Management 1.3 Elect Director R. Bruce McDonald For For Management 1.4 Elect Director Joseph C. Muscari For For Management 1.5 Elect Director Mark A. Schulz For For Management 1.6 Elect Director Keith E. Wandell For For Management 1.7 Elect Director Roger J. Wood For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- DELUXE CORPORATION Ticker: DLX Security ID: 248019101 Meeting Date: APR 29, 2015 Meeting Type: Annual Record Date: MAR 03, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ronald C. Baldwin For For Management 1.2 Elect Director Charles A. Haggerty For For Management 1.3 Elect Director C.E. Mayberry McKissack For For Management 1.4 Elect Director Don J. McGrath For For Management 1.5 Elect Director Neil J. Metviner For For Management 1.6 Elect Director Stephen P. Nachtsheim For For Management 1.7 Elect Director Mary Ann O'Dwyer For For Management 1.8 Elect Director Thomas J. Reddin For For Management 1.9 Elect Director Martyn R. Redgrave For For Management 1.10 Elect Director Lee J. Schram For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- DOUGLAS DYNAMICS, INC Ticker: PLOW Security ID: 25960R105 Meeting Date: APR 29, 2015 Meeting Type: Annual Record Date: MAR 04, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1. DIRECTOR Non-Voting Management Non-Voting 2. ADVISORY VOTE (NON-BINDING) TO APPROVE For For Management THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3. THE RATIFICATION OF ERNST & YOUNG LLP For For Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. -------------------------------------------------------------------------------- EAST WEST BANCORP, INC. Ticker: EWBC Security ID: 27579R104 Meeting Date: MAY 05, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Molly Campbell For For Management 1.2 Elect Director Iris S. Chan For For Management 1.3 Elect Director Rudolph I. Estrada For For Management 1.4 Elect Director Julia S. Gouw For For Management 1.5 Elect Director Paul H. Irving For For Management 1.6 Elect Director John M. Lee For For Management 1.7 Elect Director Herman Y. Li For For Management 1.8 Elect Director Jack C. Liu For For Management 1.9 Elect Director Dominic Ng For For Management 1.10 Elect Director Keith W. Renken For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- EDUCATION REALTY TRUST, INC. Ticker: EDR Security ID: 28140H203 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John V. Arabia For For Management 1.2 Elect Director Monte J. Barrow For For Management 1.3 Elect Director William J. Cahill, III For For Management 1.4 Elect Director Randall L. Churchey For For Management 1.5 Elect Director John L. Ford For For Management 1.6 Elect Director Howard A. Silver For For Management 1.7 Elect Director Thomas Trubiana For For Management 1.8 Elect Director Wendell W. Weakley For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- EL PASO ELECTRIC COMPANY Ticker: EE Security ID: 283677854 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: MAR 30, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James W. Harris For For Management 1.2 Elect Director Woodley L. Hunt For For Management 1.3 Elect Director Stephen N. Wertheimer For For Management 1.4 Elect Director Charles A. Yamarone For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- ELBIT SYSTEMS LTD. Ticker: ESLT Security ID: M3760D101 Meeting Date: MAR 31, 2015 Meeting Type: Special Record Date: MAR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Reapprove Grant of Letters of For For Management Indemnification to M. Federmann and D. Federmann, Directors and Direct or Indirect Controlling Shareholders A Vote FOR if you are a controlling None Against Management shareholder or have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager -------------------------------------------------------------------------------- ELECTRONICS FOR IMAGING, INC. Ticker: EFII Security ID: 286082102 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: APR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Eric Brown For For Management 1.2 Elect Director Gill Cogan For For Management 1.3 Elect Director Guy Gecht For For Management 1.4 Elect Director Thomas Georgens For For Management 1.5 Elect Director Richard A. Kashnow For For Management 1.6 Elect Director Dan Maydan For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- ENNIS, INC. Ticker: EBF Security ID: 293389102 Meeting Date: JUL 24, 2014 Meeting Type: Annual Record Date: MAY 27, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Frank D. Bracken For For Management 2 Elect Keith S. Walters For For Management 3 Elect Irshad Ahmad For For Management 4 Ratification of Auditor For For Management 5 Advisory Vote on Executive Compensation For For Management 6 Transaction of Other Business For Against Management -------------------------------------------------------------------------------- ENPRO INDUSTRIES, INC. Ticker: NPO Security ID: 29355X107 Meeting Date: APR 29, 2015 Meeting Type: Annual Record Date: MAR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephen E. Macadam For For Management 1.2 Elect Director Thomas M. Botts For For Management 1.3 Elect Director Felix M. Brueck For For Management 1.4 Elect Director B. Bernard Burns, Jr. For For Management 1.5 Elect Director Diane C. Creel For For Management 1.6 Elect Director Gordon D. Harnett For For Management 1.7 Elect Director David L. Hauser For For Management 1.8 Elect Director Kees van der Graaf For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- FIRST AMERICAN FINANCIAL CORPORATION Ticker: FAF Security ID: 31847R102 Meeting Date: MAY 12, 2015 Meeting Type: Annual Record Date: MAR 18, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dennis J. Gilmore For For Management 1.2 Elect Director Virginia M. Ueberroth For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- FIRST FINANCIAL BANCORP. Ticker: FFBC Security ID: 320209109 Meeting Date: MAY 26, 2015 Meeting Type: Annual Record Date: APR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J. Wickliffe Ach For For Management 1.2 Elect Director David S. Barker For For Management 1.3 Elect Director Cynthia O. Booth For For Management 1.4 Elect Director Mark A. Collar For For Management 1.5 Elect Director Claude E. Davis For For Management 1.6 Elect Director Corinne R. Finnerty For For Management 1.7 Elect Director Peter E. Geier For For Management 1.8 Elect Director Murph Knapke For For Management 1.9 Elect Director Susan L. Knust For For Management 1.10 Elect Director William J. Kramer For For Management 1.11 Elect Director Jeffrey D. Meyer For For Management 1.12 Elect Director Richard E. Olszewski For For Management 1.13 Elect Director Maribeth S. Rahe For For Management 2 Amend Articles For For Management 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Adjourn Meeting For For Management -------------------------------------------------------------------------------- FIRST INTERSTATE BANCSYSTEM, INC. Ticker: FIBK Security ID: 32055Y201 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ed Garding For For Management 1.2 Elect Director David L. Jahnke For For Management 1.3 Elect Director Ross E. Leckie For For Management 1.4 Elect Director James R. Scott For Against Management 1.5 Elect Director Randall I. Scott For Against Management 1.6 Elect Director Teresa A. Taylor For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Approve Omnibus Stock Plan For For Management 4 Ratify McGladrey LLP as Auditors For For Management -------------------------------------------------------------------------------- FIRST MIDWEST BANCORP, INC. Ticker: FMBI Security ID: 320867104 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Barbara A. Boigegrain For For Management 1b Elect Director Peter J. Henseler For For Management 1c Elect Director Patrick J. McDonnell For For Management 1d Elect Director Robert P. O'Meara For For Management 1e Elect Director Mark G. Sander For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- FIRST NIAGARA FINANCIAL GROUP, INC. Ticker: FNFG Security ID: 33582V108 Meeting Date: APR 29, 2015 Meeting Type: Annual Record Date: MAR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Austin A. Adams For For Management 1.2 Elect Director G. Thomas Bowers For For Management 1.3 Elect Director Roxanne J. Coady For For Management 1.4 Elect Director Gary M. Crosby For For Management 1.5 Elect Director Carl A. Florio For For Management 1.6 Elect Director Carlton L. Highsmith For For Management 1.7 Elect Director Susan S. Harnett For For Management 1.8 Elect Director George M. Philip For For Management 1.9 Elect Director Peter B. Robinson For For Management 1.10 Elect Director Nathaniel D. Woodson For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management 4 Require a Majority Vote for the Against For Shareholder Election of Directors -------------------------------------------------------------------------------- FIRSTMERIT CORPORATION Ticker: FMER Security ID: 337915102 Meeting Date: APR 15, 2015 Meeting Type: Annual Record Date: FEB 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lizabeth A. Ardisana For For Management 1.2 Elect Director Steven H. Baer For For Management 1.3 Elect Director Karen S. Belden For For Management 1.4 Elect Director R. Cary Blair For For Management 1.5 Elect Director John C. Blickle For For Management 1.6 Elect Director Robert W. Briggs For For Management 1.7 Elect Director Richard Colella For For Management 1.8 Elect Director Robert S. Cubbin For For Management 1.9 Elect Director Gina D. France For For Management 1.10 Elect Director Paul G. Greig For Withhold Management 1.11 Elect Director Terry L. Haines For For Management 1.12 Elect Director J. Michael Hochschwender For For Management 1.13 Elect Director Clifford J. Isroff For For Management 1.14 Elect Director Philip A. Lloyd, II For For Management 1.15 Elect Director Russ M. Strobel For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Provide Proxy Access Right For For Management 5 Limit Accelerated Vesting of Equity Against For Shareholder Awards Upon a Change in Control -------------------------------------------------------------------------------- FORTRESS INVESTMENT GROUP LLC Ticker: FIG Security ID: 34958B106 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 26, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael E. Novogratz For Withhold Management 1.2 Elect Director George W. Wellde, Jr. For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- FRANKLIN STREET PROPERTIES CORP. Ticker: FSP Security ID: 35471R106 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAR 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director John N. Burke For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- FULTON FINANCIAL CORPORATION Ticker: FULT Security ID: 360271100 Meeting Date: MAY 05, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1a Elect Director John M. Bond, Jr. For For Management 1.1b Elect Director Lisa Crutchfield For For Management 1.1c Elect Director Denise L. Devine For For Management 1.1d Elect Director Patrick J. Freer For For Management 1.1e Elect Director George W. Hodges For For Management 1.1f Elect Director Albert Morrison, III For For Management 1.1g Elect Director James R. Moxley, III For For Management 1.1h Elect Director R. Scott Smith, Jr. For For Management 1.1i Elect Director Gary A. Stewart For For Management 1.1j Elect Director Ernest J. Waters For For Management 1.1k Elect Director E. Philip Wenger For Against Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- GATX CORPORATION Ticker: GMT Security ID: 361448103 Meeting Date: APR 24, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Anne L. Arvia For For Management 1.2 Elect Director Ernst A. Haberli For For Management 1.3 Elect Director Brian A. Kenney For Against Management 1.4 Elect Director James B. Ream For For Management 1.5 Elect Director Robert J. Ritchie For For Management 1.6 Elect Director David S. Sutherland For For Management 1.7 Elect Director Casey J. Sylla For For Management 1.8 Elect Director Stephen R. Wilson For For Management 1.9 Elect Director Paul G. Yovovich For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- GENESCO INC. Ticker: GCO Security ID: 371532102 Meeting Date: JUN 25, 2015 Meeting Type: Annual Record Date: APR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joanna Barsh For For Management 1.2 Elect Director James S. Beard For For Management 1.3 Elect Director Leonard L. Berry For For Management 1.4 Elect Director William F. Blaufuss, Jr. For For Management 1.5 Elect Director James W. Bradford For For Management 1.6 Elect Director Robert J. Dennis For For Management 1.7 Elect Director Matthew C. Diamond For For Management 1.8 Elect Director Marty G. Dickens For For Management 1.9 Elect Director Thurgood Marshall, Jr. For Withhold Management 1.10 Elect Director Kathleen Mason For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- GLOBE SPECIALTY METALS INC. Ticker: GSM Security ID: 37954N206 Meeting Date: DEC 03, 2014 Meeting Type: Annual Record Date: OCT 24, 2014 # Proposal Mgt Rec Vote Cast Sponsor 2. APPROVE ON AN ADVISORY BASIS THE Against Against Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3. RATIFY THE APPOINTMENT OF DELOITTE & For For Management TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING JUNE 30, 2015. -------------------------------------------------------------------------------- GNC HOLDINGS, INC. Ticker: GNC Security ID: 36191G107 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael G. Archbold For For Management 1.2 Elect Director Jeffrey P. Berger For For Management 1.3 Elect Director Alan D. Feldman For For Management 1.4 Elect Director Michael F. Hines For For Management 1.5 Elect Director Amy B. Lane For For Management 1.6 Elect Director Philip E. Mallott For For Management 1.7 Elect Director Robert F. Moran For For Management 1.8 Elect Director C. Scott O'Hara For For Management 1.9 Elect Director Richard J. Wallace For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- GRANITE CONSTRUCTION INCORPORATED Ticker: GVA Security ID: 387328107 Meeting Date: JUN 04, 2015 Meeting Type: Annual Record Date: APR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: DAVID H. KELSEY For For Management 1B. ELECTION OF DIRECTOR: JAMES W. For For Management BRADFORD, JR. 2. ADVISORY VOTE TO APPROVE EXECUTIVE For For Management COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3. TO ACT UPON A PROPOSAL TO APPROVE THE For For Management GRANITE CONSTRUCTION INCORPORATED ANNUAL INCENTIVE PLAN. 4. TO ACT UPON A PROPOSAL TO APPROVE THE For For Management GRANITE CONSTRUCTION INCORPORATED LONG TERM INCENTIVE PLAN. 5. TO RATIFY THE APPOINTMENT BY THE For For Management AUDIT/COMPLIANCE COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS GRANITE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. -------------------------------------------------------------------------------- GREAT LAKES DREDGE & DOCK CORPORATION Ticker: GLDD Security ID: 390607109 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR Non-Voting Management Non-Voting 2 TO RATIFY DELOITTE & TOUCHE LLP AS THE For For Management COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 TO APPROVE, ON A NON-BINDING ADVISORY For For Management BASIS, THE COMPANY'S EXECUTIVE COMPENSATION. 4 SUCH OTHER BUSINESS AS MAY PROPERLY For For Management COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. -------------------------------------------------------------------------------- GREAT PLAINS ENERGY INCORPORATED Ticker: GXP Security ID: 391164100 Meeting Date: MAY 05, 2015 Meeting Type: Annual Record Date: FEB 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Terry Bassham For Withhold Management 1.2 Elect Director David L. Bodde For For Management 1.3 Elect Director Randall C. Ferguson, Jr. For For Management 1.4 Elect Director Gary D. Forsee For For Management 1.5 Elect Director Scott D. Grimes For For Management 1.6 Elect Director Thomas D. Hyde For For Management 1.7 Elect Director James A. Mitchell For For Management 1.8 Elect Director Ann D. Murtlow For For Management 1.9 Elect Director John J. Sherman For For Management 1.10 Elect Director Linda H. Talbott For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors 4 Adopt Quantitative Carbon Dioxide Against For Shareholder Reduction Goals -------------------------------------------------------------------------------- GREEN PLAINS INC. Ticker: GPRE Security ID: 393222104 Meeting Date: MAY 12, 2015 Meeting Type: Annual Record Date: MAR 19, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Todd Becker For For Management 1.2 Elect Director Thomas Manuel For For Management 1.3 Elect Director Brian Peterson For For Management 1.4 Elect Director Alain Treuer For For Management -------------------------------------------------------------------------------- GROUP 1 AUTOMOTIVE, INC. Ticker: GPI Security ID: 398905109 Meeting Date: MAY 19, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Doyle L. Arnold For For Management 1.2 Elect Director Earl J. Hesterberg For For Management 2 Declassify the Board of Directors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Qualified Employee Stock For For Management Purchase Plan 5 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- H&E EQUIPMENT SERVICES, INC. Ticker: HEES Security ID: 404030108 Meeting Date: MAY 15, 2015 Meeting Type: Annual Record Date: MAR 19, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gary W. Bagley For For Management 1.2 Elect Director John M. Engquist For For Management 1.3 Elect Director Paul N. Arnold For For Management 1.4 Elect Director Bruce C. Bruckmann For For Management 1.5 Elect Director Patrick L. Edsell For For Management 1.6 Elect Director Thomas J. Galligan, III For For Management 1.7 Elect Director Lawrence C. Karlson For For Management 1.8 Elect Director John T. Sawyer For For Management 2 Ratify BDO USA, LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- H.B. FULLER COMPANY Ticker: FUL Security ID: 359694106 Meeting Date: APR 09, 2015 Meeting Type: Annual Record Date: FEB 11, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas W. Handley For For Management 1.2 Elect Director Maria Teresa Hilado For For Management 1.3 Elect Director Ann W. H. Simonds For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- HAEMONETICS CORPORATION Ticker: HAE Security ID: 405024100 Meeting Date: JUL 23, 2014 Meeting Type: Annual Record Date: JUN 06, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Brian P. Concannon For For Management 1.2 Elect Director Ronald L. Merriman For For Management 1.3 Elect Director Charles J. Dockendorff For For Management 2 Amend Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- HANCOCK HOLDING COMPANY Ticker: HBHC Security ID: 410120109 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: MAR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John M. Hairston For For Management 1.2 Elect Director James H. Horne For For Management 1.3 Elect Director Jerry L. Levens For For Management 1.4 Elect Director Christine L. Pickering For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- HANESBRANDS INC. Ticker: HBI Security ID: 410345102 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: MAR 04, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bobby J. Griffin For For Management 1.2 Elect Director James C. Johnson For For Management 1.3 Elect Director Jessica T. Mathews For For Management 1.4 Elect Director Franck J. Moison For For Management 1.5 Elect Director Robert F. Moran For For Management 1.6 Elect Director J. Patrick Mulcahy For For Management 1.7 Elect Director Ronald L. Nelson For For Management 1.8 Elect Director Richard A. Noll For For Management 1.9 Elect Director Andrew J. Schindler For For Management 1.10 Elect Director David V. Singer For For Management 1.11 Elect Director Ann E. Ziegler For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- HARSCO CORPORATION Ticker: HSC Security ID: 415864107 Meeting Date: APR 29, 2015 Meeting Type: Annual Record Date: MAR 03, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1. DIRECTOR Non-Voting Management Non-Voting 2. RATIFICATION OF THE APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3. APPROVAL, ON AN ADVISORY BASIS, OF For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4. APPROVAL OF AN AMENDMENT TO THE For For Management COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO IMPLEMENT A MAJORITY VOTING STANDARD IN UNCONTESTED ELECTIONS OF DIRECTORS. -------------------------------------------------------------------------------- HCI GROUP, INC. Ticker: HCI Security ID: 40416E103 Meeting Date: MAY 27, 2015 Meeting Type: Annual Record Date: APR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James Macchiarola For For Management 1.2 Elect Director Harish M. Patel For For Management 1.3 Elect Director Martin A. Traber For Withhold Management 2 Ratify Dixon Hughes Goodman, LLP as For For Management Auditors -------------------------------------------------------------------------------- HEADWATERS INCORPORATED Ticker: HW Security ID: 42210P102 Meeting Date: FEB 26, 2015 Meeting Type: Annual Record Date: DEC 31, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: THOMAS N. For For Management CHIEFFE (IF ELECTED, MR. CHIEFFE'S TERM WOULD EXPIRE IN 2017) 1B. ELECTION OF DIRECTOR: BLAKE O. FISHER, For For Management JR. (IF ELECTED, MR. FISHER'S TERM WOULD EXPIRE IN 2018) 1C. ELECTION OF DIRECTOR: JAMES A. For For Management HERICKHOFF (IF ELECTED, MR. HERICKHOFF'S TERM WOULD EXPIRE IN 2018) 2. RATIFY THE SELECTION BY THE BOARD OF For For Management BDO USA, LLP AS INDEPENDENT AUDITORS OF HEADWATERS FOR FISCAL 2015. 3. REAPPROVE THE HEADWATERS 2010 For For Management INCENTIVE COMPENSATION PLAN. 4. ADVISORY VOTE TO APPROVE EXECUTIVE For Non-Voting Management COMPENSATION. -------------------------------------------------------------------------------- HEALTHCARE REALTY TRUST INCORPORATED Ticker: HR Security ID: 421946104 Meeting Date: MAY 12, 2015 Meeting Type: Annual Record Date: MAR 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Declassify the Board of Directors For For Management 2.1 Elect Director David R. Emery For For Management 2.2 Elect Director Errol L. Biggs For For Management 2.3 Elect Director Charles Raymond For For Management Fernandez 2.4 Elect Director Edwin B. Morris, III For For Management 2.5 Elect Director John Knox Singleton For For Management 2.6 Elect Director Bruce D. Sullivan For For Management 2.7 Elect Director Roger O. West For For Management 2.8 Elect Director Dan S. Wilford For For Management 3.1 Elect Director Errol L. Biggs For For Management 3.2 Elect Director Charles Raymond For For Management Fernandez 3.3 Elect Director Bruce D. Sullivan For For Management 4 Ratify BDO USA, LLP as Auditors For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Approve Restricted Stock Plan For For Management -------------------------------------------------------------------------------- HELIX ENERGY SOLUTIONS GROUP, INC. Ticker: HLX Security ID: 42330P107 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director T. William Porter For For Management 1.2 Elect Director Anthony Tripodo For For Management 1.3 Elect Director James A. Watt For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- HIGHWOODS PROPERTIES, INC. Ticker: HIW Security ID: 431284108 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: MAR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles A. Anderson For For Management 1.2 Elect Director Gene H. Anderson For For Management 1.3 Elect Director Carlos E. Evans For For Management 1.4 Elect Director Edward J. Fritsch For For Management 1.5 Elect Director David J. Hartzell For For Management 1.6 Elect Director Sherry A. Kellett For For Management 1.7 Elect Director O. Temple Sloan, Jr. For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- HUDBAY MINERALS INC. Ticker: HBM Security ID: 443628102 Meeting Date: MAY 22, 2015 Meeting Type: Annual/Special Record Date: APR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director David Garofalo For For Management 1b Elect Director Igor A. Gonzales For For Management 1c Elect Director Tom A. Goodman For For Management 1d Elect Director Alan R. Hibben For For Management 1e Elect Director W. Warren Holmes For For Management 1f Elect Director Sarah B. Kavanagh For For Management 1g Elect Director Carin S. Knickel For For Management 1h Elect Director Alan J. Lenczner For For Management 1i Elect Director Kenneth G. Stowe For For Management 1j Elect Director Michael T. Waites For For Management 2 Approve Deloitte LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration 3 Approve Issuance of Common Shares Upon For For Management Exercise of Outstanding Warrants -------------------------------------------------------------------------------- INDEPENDENT BANK CORP. Ticker: INDB Security ID: 453836108 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Donna L. Abelli For For Management 1.2 Elect Director Kevin J. Jones For For Management 1.3 Elect Director John J. Morrissey For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Adopt Majority Voting for Uncontested For For Management Election of Directors 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- INFINITY PROPERTY AND CASUALTY CORPORATION Ticker: IPCC Security ID: 45665Q103 Meeting Date: MAY 19, 2015 Meeting Type: Annual Record Date: MAR 26, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Angela Brock-Kyle For For Management 1.2 Elect Director Teresa A. Canida For For Management 1.3 Elect Director James R. Gober For For Management 1.4 Elect Director Harold E. Layman For For Management 1.5 Elect Director E. Robert Meaney For For Management 1.6 Elect Director Drayton Nabers, Jr. For For Management 1.7 Elect Director William Stancil Starnes For For Management 1.8 DElect irector Samuel J. Weinhoff For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Executive Incentive Bonus Plan For For Management -------------------------------------------------------------------------------- INGREDION INCORPORATED Ticker: INGR Security ID: 457187102 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Luis Aranguren-Trellez For For Management 1b Elect Director David B. Fischer For For Management 1c Elect Director Ilene S. Gordon For Against Management 1d Elect Director Paul Hanrahan For For Management 1e Elect Director Rhonda L. Jordan For For Management 1f Elect Director Gregory B. Kenny For For Management 1g Elect Director Barbara A. Klein For For Management 1h Elect Director Victoria J. Reich For For Management 1i Elect Director Dwayne A. Wilson For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Approve Executive Incentive Bonus Plan For For Management 4 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- INNERWORKINGS, INC. Ticker: INWK Security ID: 45773Y105 Meeting Date: JUN 03, 2015 Meeting Type: Annual Record Date: APR 08, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: JACK M GREENBERG For For Management 1B. ELECTION OF DIRECTOR: ERIC D BELCHER For For Management 1C. ELECTION OF DIRECTOR: CHARLES K For For Management BOBRINSKOY 1D. ELECTION OF DIRECTOR: DANIEL M For For Management FRIEDBERG 1E. ELECTION OF DIRECTOR: DAVID FISHER For For Management 1F. ELECTION OF DIRECTOR: J PATRICK For For Management GALLAGHER JR 1G. ELECTION OF DIRECTOR: JULIE M HOWARD For For Management 1H. ELECTION OF DIRECTOR: LINDA S WOLF For For Management 2. RATIFICATION OF APPOINTMENT OF ERNST & For For Management YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. -------------------------------------------------------------------------------- INNOPHOS HOLDINGS, INC. Ticker: IPHS Security ID: 45774N108 Meeting Date: MAY 22, 2015 Meeting Type: Annual Record Date: APR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gary Cappeline For For Management 1.2 Elect Director Amado Cavazos For For Management 1.3 Elect Director Randolph Gress For Withhold Management 1.4 Elect Director Linda Myrick For For Management 1.5 Elect Director Karen Osar For For Management 1.6 Elect Director John Steitz For For Management 1.7 Elect Director James Zallie For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Executive Incentive Bonus Plan For For Management 5 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- INTREPID POTASH, INC. Ticker: IPI Security ID: 46121Y102 Meeting Date: MAY 27, 2015 Meeting Type: Annual Record Date: MAR 30, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 ELECTION OF DIRECTOR: TERRY CONSIDINE For For Management 1.2 ELECTION OF DIRECTOR: CHRIS A. ELLIOTT For For Management 2. THE RATIFICATION OF THE APPOINTMENT OF For For Management KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3. THE APPROVAL, ON AN ADVISORY BASIS, OF For For Management OUR EXECUTIVE COMPENSATION. -------------------------------------------------------------------------------- INVACARE CORPORATION Ticker: IVC Security ID: 461203101 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1. DIRECTOR Non-Voting Management Non-Voting 2. RATIFY THE APPOINTMENT OF ERNST & For For Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED DECEMBER 31, 2015. 3. REAFFIRM APPROVAL OF THE INVACARE For For Management CORPORATION EXECUTIVE INCENTIVE BONUS PLAN. 4. APPROVAL OF AMENDMENT NO. 1 TO THE For For Management INVACARE CORPORATION 2013 EQUITY COMPENSATION PLAN. 5. AN ADVISORY VOTE TO APPROVE THE For For Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------- ITT CORPORATION Ticker: ITT Security ID: 450911201 Meeting Date: MAY 08, 2015 Meeting Type: Annual Record Date: MAR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Orlando D. Ashford For For Management 1b Elect Director G. Peter D'Aloia For For Management 1c Elect Director Donald DeFosset, Jr. For For Management 1d Elect Director Christina A. Gold For For Management 1e Elect Director Richard P. Lavin For For Management 1f Elect Director Frank T. MacInnis For For Management 1g Elect Director Rebecca A. McDonald For For Management 1h Elect Director Timothy H. Powers For For Management 1i Elect Director Denise L. Ramos For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- J & J SNACK FOODS CORP. Ticker: JJSF Security ID: 466032109 Meeting Date: FEB 17, 2015 Meeting Type: Annual Record Date: DEC 19, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Gerald B. Shreiber For Withhold Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- J2 GLOBAL, INC. Ticker: JCOM Security ID: 48123V102 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Douglas Y. Bech For For Management 1b Elect Director Robert J. Cresci For For Management 1c Elect Director W. Brian Kretzmer For For Management 1d Elect Director Jonathan F. Miller For For Management 1e Elect Director Richard S. Ressler For For Management 1f Elect Director Stephen Ross For For Management 2 Ratify BDO USA, LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Omnibus Stock Plan For For Management 5 Amend Articles to Remove Voting For For Management Provision -------------------------------------------------------------------------------- JOHN BEAN TECHNOLOGIES CORPORATION Ticker: JBT Security ID: 477839104 Meeting Date: MAY 15, 2015 Meeting Type: Annual Record Date: MAR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR Non-Voting Management Non-Voting 2 RE-APPROVE THE PERFORMANCE MEASURES WE For For Management USE FOR PERFORMANCE-BASED AWARDS UNDER OUR INCENTIVE COMPENSATION PLAN. 3 APPROVE ON AN ADVISORY BASIS THE For For Management COMPENSATION OF NAMED EXECUTIVE OFFICERS. 4 RATIFY THE APPOINTMENT OF KPMG LLP AS For For Management OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. -------------------------------------------------------------------------------- JONES ENERGY, INC. Ticker: JONE Security ID: 48019R108 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: APR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mike S. McConnell For For Management 1.2 Elect Director Halbert S. Washburn For Withhold Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- KAISER ALUMINUM CORPORATION Ticker: KALU Security ID: 483007704 Meeting Date: JUN 02, 2015 Meeting Type: Annual Record Date: APR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David Foster For For Management 1.2 Elect Director L. Patrick Hassey For For Management 1.3 Elect Director Teresa A. Hopp For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Adopt Majority Voting for Uncontested For For Management Election of Directors 5 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- KAPSTONE PAPER AND PACKAGING CORPORATION Ticker: KS Security ID: 48562P103 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jonathan R. Furer For For Management 1.2 Elect Director Matthew H. Paull For For Management 1.3 Elect Director Maurice S. Reznik For For Management 1.4 Elect Director Roger W. Stone For Withhold Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- KENNAMETAL INC. Ticker: KMT Security ID: 489170100 Meeting Date: OCT 28, 2014 Meeting Type: Annual Record Date: AUG 29, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Philip A. Dur For For Management 1.2 Elect Timothy R. McLevish For For Management 1.3 Elect Steven H. Wunning For For Management 2 Ratification of Auditor For For Management 3 Advisory Vote on Executive Compensation For For Management 4 Amendments to Articles Regarding For For Management Adoption of Majority Voting and Elimination of Cumulative Voting -------------------------------------------------------------------------------- KIRBY CORPORATION Ticker: KEX Security ID: 497266106 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: MAR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Barry E. Davis For For Management 1.2 Elect Director Monte J. Miller For For Management 1.3 Elect Director Joseph H. Pyne For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify KPMG LLP as Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Other Business None Against Management -------------------------------------------------------------------------------- KNOLL, INC. Ticker: KNL Security ID: 498904200 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Burton B. Staniar For For Management 1.2 Elect Director Sidney Lapidus For For Management 1.3 Elect Director Stephanie Stahl For For Management 1.4 Elect Director Christopher G. Kennedy For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- LAYNE CHRISTENSEN COMPANY Ticker: LAYN Security ID: 521050104 Meeting Date: JUN 05, 2015 Meeting Type: Annual Record Date: APR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1. DIRECTOR Non-Voting Management Non-Voting 2. ADVISORY VOTE TO APPROVE NAMED For For Management EXECUTIVE OFFICER COMPENSATION. 3. PROPOSAL TO APPROVE THE FLEXIBLE For For Management SETTLEMENT FEATURE OF THE COMPANY'S 4. 25% CONVERTIBLE NOTES DUE 2018. 4. PROPOSAL TO APPROVE A INCREASING THE For For Management NUMBER OF COMMON STOCK POTENTIALLY ISSUABLE UPON THE CONVERSATION OF THE COMPANY'S 8.00% SENIOR SECURED SECOND LIEN CONVERTIBLE NOTES. 5. PROPOSAL TO RATIFY THE SELECTION OF For For Management THE ACCOUNTING FIRM OF DELOITTE & TOUCHE LLP AS LAYNE CHRISTENSEN'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JANUARY 31, 2016. -------------------------------------------------------------------------------- LEXINGTON REALTY TRUST Ticker: LXP Security ID: 529043101 Meeting Date: MAY 19, 2015 Meeting Type: Annual Record Date: MAR 18, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director E. Robert Roskind For For Management 1b Elect Director T. Wilson Eglin For For Management 1c Elect Director Richard J. Rouse For For Management 1d Elect Director Harold First For For Management 1e Elect Director Richard S. Frary For For Management 1f Elect Director James Grosfeld For For Management 1g Elect Director Kevin W. Lynch For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- LINNCO, LLC Ticker: LNCO Security ID: 535782106 Meeting Date: APR 21, 2015 Meeting Type: Annual Record Date: FEB 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mark E. Ellis For Withhold Management 1.2 Elect Director David D. Dunlap For For Management 1.3 Elect Director Stephen J. Hadden For For Management 1.4 Elect Director Michael C. Linn For For Management 1.5 Elect Director Joseph P. McCoy For For Management 1.6 Elect Director Jeffrey C. Swoveland For For Management 2 Ratify KPMG LLP as Auditors of LINN For For Management for the fiscal year ending December 31, 2015 3 Ratify KPMG LLP as Auditors of LinnCo For For Management for the fiscal year ending December 31, 2015 -------------------------------------------------------------------------------- MAIDEN HOLDINGS, LTD. Ticker: MHLD Security ID: G5753U112 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: MAR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1. DIRECTOR Non-Voting Management Non-Voting 4. APPOINTMENT OF BDO USA, LLP AS MAIDEN For For Management HOLDINGS, LTD.'S AND BDO LLP AS MAIDEN GLOBAL HOLDINGS, LTD.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR, AND ARTHUR MORRIS AND COMPANY LIMITED AS MAIDEN REINSURANCE LTD.'S INDEPENDENT PUB -------------------------------------------------------------------------------- MAIN STREET CAPITAL CORPORATION Ticker: MAIN Security ID: 56035L104 Meeting Date: MAY 04, 2015 Meeting Type: Annual Record Date: MAR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael Appling, Jr. For For Management 1.2 Elect Director Joseph E. Canon For For Management 1.3 Elect Director Arthur L. French For For Management 1.4 Elect Director J. Kevin Griffin For For Management 1.5 Elect Director John E. Jackson For For Management 1.6 Elect Director Vincent D. Foster For For Management 2 Approve Omnibus Stock Plan For For Management 3 Approve Non-Employee Director For For Management Restricted Stock Plan 4 Ratify Grant Thornton LLP as Auditors For For Management -------------------------------------------------------------------------------- MATSON, INC. Ticker: MATX Security ID: 57686G105 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: FEB 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director W. Blake Baird For For Management 1.2 Elect Director Michael J. Chun For For Management 1.3 Elect Director Matthew J. Cox For For Management 1.4 Elect Director Walter A. Dods, Jr. For For Management 1.5 Elect Director Thomas B. Fargo For For Management 1.6 Elect Director Constance H. Lau For For Management 1.7 Elect Director Jeffrey N. Watanabe For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- MENTOR GRAPHICS CORPORATION Ticker: MENT Security ID: 587200106 Meeting Date: JUN 17, 2015 Meeting Type: Annual Record Date: APR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Keith L. Barnes For For Management 1.2 Elect Director Peter L. Bonfield For For Management 1.3 Elect Director Gregory K. Hinckley For For Management 1.4 Elect Director Paul A. Mascarenas For For Management 1.5 Elect Director J. Daniel McCranie For For Management 1.6 Elect Director Patrick B. McManus For For Management 1.7 Elect Director Walden C. Rhines For Withhold Management 1.8 Elect Director Jeffrey M. Stafeil For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- MEREDITH CORPORATION Ticker: MDP Security ID: 589433101 Meeting Date: NOV 12, 2014 Meeting Type: Annual Record Date: SEP 12, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Philip A. Marineau For Withhold Management 1.2 Elect Elizabeth E. Tallett For Withhold Management 1.3 Elect Donald A. Baer For For Management 1.4 Elect Donald C. Berg For For Management 2 Advisory Vote on Executive Compensation For Against Management 3 2014 Stock Incentive Plan For Against Management 4 Ratification of Auditor For For Management -------------------------------------------------------------------------------- MEREDITH CORPORATION Ticker: MDP Security ID: 589433101 Meeting Date: NOV 12, 2014 Meeting Type: Annual Record Date: SEP 12, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Philip C. Marineau For For Management 1.2 Elect Director Elizabeth E. Tallett For For Management 1.3 Elect Director Donald A. Baer For For Management 1.4 Elect Director Donald C. Berg For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Approve Omnibus Stock Plan For Against Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- MERITAGE HOMES CORPORATION Ticker: MTH Security ID: 59001A102 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: MAR 19, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter L. Ax For For Management 1.2 Elect Director Robert G. Sarver For For Management 1.3 Elect Director Gerald Haddock For For Management 1.4 Elect Director Michael R. Odell For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- METHANEX CORPORATION Ticker: MX Security ID: 59151K108 Meeting Date: APR 30, 2015 Meeting Type: Annual/Special Record Date: MAR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bruce Aitken For For Management 1.2 Elect Director Howard Balloch For For Management 1.3 Elect Director Phillip Cook For For Management 1.4 Elect Director John Floren For For Management 1.5 Elect Director Thomas Hamilton For For Management 1.6 Elect Director Robert Kostelnik For For Management 1.7 Elect Director Douglas Mahaffy For For Management 1.8 Elect Director A. Terence (Terry) Poole For For Management 1.9 Elect Director John Reid For For Management 1.10 Elect Director Janice Rennie For For Management 1.11 Elect Director Monica Sloan For For Management 1.12 Elect Director Margaret Walker For For Management 2 Approve KPMG LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration 3 Advisory Vote on Executive For For Management Compensation Approach 4 Adopt New By-Law No. 5 For For Management -------------------------------------------------------------------------------- MODINE MANUFACTURING COMPANY Ticker: MOD Security ID: 607828100 Meeting Date: JUL 17, 2014 Meeting Type: Annual Record Date: MAY 30, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: DAVID J. ANDERSON For For Management 1B. ELECTION OF DIRECTOR: LARRY O. MOORE For For Management 1C. ELECTION OF DIRECTOR: MARSHA C. For For Management WILLIAMS 2. AMENDMENT AND RESTATEMENT OF 2008 For For Management INCENTIVE COMPENSATION PLAN. 3. ADVISORY VOTE TO APPROVE THE COMPANY'S For For Management NAMED EXECUTIVE OFFICER COMPENSATION. 4. RATIFICATION OF THE APPOINTMENT OF THE For For Management COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. -------------------------------------------------------------------------------- MONTPELIER RE HOLDINGS LTD. Ticker: MRH Security ID: G62185106 Meeting Date: JUN 30, 2015 Meeting Type: Special Record Date: MAY 26, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Advisory Vote on Golden Parachutes For For Management 3 Adjourn Meeting For For Management -------------------------------------------------------------------------------- MUELLER WATER PRODUCTS, INC. Ticker: MWA Security ID: 624758108 Meeting Date: JAN 28, 2015 Meeting Type: Annual Record Date: DEC 03, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1. DIRECTOR Non-Voting Management Non-Voting 2. TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3. TO RATIFY THE APPOINTMENT OF ERNST & For For Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. -------------------------------------------------------------------------------- NATIONAL INTERSTATE CORPORATION Ticker: NATL Security ID: 63654U100 Meeting Date: SEP 18, 2014 Meeting Type: Annual Record Date: AUG 06, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: RONALD J. For For Management BRICHLER 1B. ELECTION OF DIRECTOR: PATRICK J. DENZER For For Management 1C. ELECTION OF DIRECTOR: KEITH A. JENSEN For For Management 1D. ELECTION OF DIRECTOR: ALAN R. SPACHMAN For For Management 2. RATIFICATION OF THE APPOINTMENT OF For For Management ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2014. 3. SAY ON PAY - ADVISORY APPROVAL OF For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 4. APPROVAL TO AMEND AND RESTATE OUR LONG For For Management TERM INCENTIVE PLAN. -------------------------------------------------------------------------------- NATIONAL INTERSTATE CORPORATION Ticker: NATL Security ID: 63654U100 Meeting Date: JUN 11, 2015 Meeting Type: Annual Record Date: APR 22, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF CLASS I DIRECTOR: JOSEPH E. For For Management (JEFF) CONSOLINO 1B. ELECTION OF CLASS I DIRECTOR: GARY J. For For Management GRUBER 1C. ELECTION OF CLASS I DIRECTOR: DONALD D. For For Management LARSON 1D. ELECTION OF CLASS I DIRECTOR: DAVID W. For For Management MICHELSON 1E. ELECTION OF CLASS I DIRECTOR: NORMAN L. For For Management ROSENTHAL 1F. ELECTION OF CLASS I DIRECTOR: DONALD W. For For Management SCHWEGMAN 2. RATIFICATION OF THE APPOINTMENT OF For For Management ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3. SAY ON PAY - ADVISORY APPROVAL OF For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------- NATIONAL PENN BANCSHARES, INC. Ticker: NPBC Security ID: 637138108 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: FEB 26, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Scott V. Fainor For For Management 1.2 Elect Director Donna D. Holton For For Management 1.3 Elect Director Thomas L. Kennedy For For Management 1.4 Elect Director Michael E. Martin - None None Management RESIGNED 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- NCI BUILDING SYSTEMS, INC. Ticker: NCS Security ID: 628852204 Meeting Date: FEB 24, 2015 Meeting Type: Annual Record Date: JAN 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 ELECTION OF DIRECTOR: JAMES G. BERGES For For Management 1.2 ELECTION OF DIRECTOR: LAWRENCE J. For For Management KREMER 1.3 ELECTION OF DIRECTOR: JOHN J. HOLLAND For For Management 2. RATIFICATION OF ERNST & YOUNG LLP AS For For Management THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. -------------------------------------------------------------------------------- NETSCOUT SYSTEMS, INC. Ticker: NTCT Security ID: 64115T104 Meeting Date: SEP 09, 2014 Meeting Type: Annual Record Date: JUL 11, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joseph G. Hadzima For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- NETSCOUT SYSTEMS, INC. Ticker: NTCT Security ID: 64115T104 Meeting Date: JUN 25, 2015 Meeting Type: Special Record Date: MAY 01, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with Merger For For Management 2 Adjourn Meeting For For Management -------------------------------------------------------------------------------- NORTHWESTERN CORPORATION Ticker: NWE Security ID: 668074305 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: FEB 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephen P. Adik For For Management 1.2 Elect Director Dorothy M. Bradley For For Management 1.3 Elect Director E. Linn Draper, Jr. For For Management 1.4 Elect Director Dana J. Dykhouse For For Management 1.5 Elect Director Jan R. Horsfall For For Management 1.6 Elect Director Julia L. Johnson For For Management 1.7 Elect Director Denton Louis Peoples For For Management 1.8 Elect Director Robert C. Rowe For For Management 2 Ratify Deloitte & Touche LLP Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Other Business For Against Management -------------------------------------------------------------------------------- OLD NATIONAL BANCORP Ticker: ONB Security ID: 680033107 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 03, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan W. Braun For For Management 1.2 Elect Director Larry E. Dunigan For For Management 1.3 Elect Director Niel C. Ellerbrook For For Management 1.4 Elect Director Andrew E. Goebel For For Management 1.5 Elect Director Jerome F. Henry, Jr. For For Management 1.6 Elect Director Robert G. Jones For For Management 1.7 Elect Director Phelps L. Lambert For For Management 1.8 Elect Director Arthur H. McElwee, Jr. For For Management 1.9 Elect Director James T. Morris For For Management 1.10 Elect Director Randall T. Shepard For For Management 1.11 Elect Director Rebecca S. Skillman For For Management 1.12 Elect Director Kelly N. Stanley For For Management 1.13 Elect Director Linda E. White For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Crowe Horwath LLP as Auditors For For Management -------------------------------------------------------------------------------- OLIN CORPORATION Ticker: OLN Security ID: 680665205 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Donald W. Bogus For For Management 1.2 Elect Director Philip J. Schulz For For Management 1.3 Elect Director Vincent J. Smith For For Management 2 Amend Executive Incentive Bonus Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- OM ASSET MANAGEMENT PLC Ticker: OMAM Security ID: G67506108 Meeting Date: MAY 01, 2015 Meeting Type: Annual Record Date: APR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter L. Bain For Withhold Management 1.2 Elect Director Julian V. F. Roberts For Withhold Management 1.3 Elect Director Ian D. Gladman For Withhold Management 1.4 Elect Director Kyle Prechtl Legg For For Management 1.5 Elect Director James J. Ritchie For For Management 1.6 Elect Director John D. Rogers For For Management 1.7 Elect Director Donald J. Schneider For Withhold Management 2 Ratify KPMG LLP as U.S. Auditors For For Management 3 Ratify KPMG LLP as U.K. Auditors For For Management 4 Authorize Board to Fix Remuneration of For For Management Auditors 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Advisory Vote on Say on Pay Frequency One Year One Year Management 7 Approve Remuneration Policy For For Management 8 Approve Remuneration Report For For Management 9 Adoption of New Articles of Association For For Management -------------------------------------------------------------------------------- OMEGA HEALTHCARE INVESTORS, INC. Ticker: OHI Security ID: 681936100 Meeting Date: MAR 27, 2015 Meeting Type: Special Record Date: FEB 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with For Against Management Acquisition 2 Increase Authorized Common Stock For For Management 3 Declassify the Board of Directors For For Management 4 Remove Supermajority Vote Requirement For For Management 5 Adjourn Meeting For For Management -------------------------------------------------------------------------------- ON SEMICONDUCTOR CORPORATION Ticker: ON Security ID: 682189105 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Atsushi Abe For For Management 1.2 Elect Director Curtis J. Crawford For For Management 1.3 Elect Director Paul A. Mascarenas For For Management 1.4 Elect Director Daryl A. Ostrander For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Amend Omnibus Stock Plan For For Management 5 Amend Qualified Employee Stock For For Management Purchase Plan -------------------------------------------------------------------------------- OWENS & MINOR, INC. Ticker: OMI Security ID: 690732102 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: MAR 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James L. Bierman For For Management 1.2 Elect Director Stuart M. Essig For For Management 1.3 Elect Director John W. Gerdelman For For Management 1.4 Elect Director Lemuel E. Lewis For For Management 1.5 Elect Director Martha H. Marsh For For Management 1.6 Elect Director Eddie N. Moore, Jr. For For Management 1.7 Elect Director James E. Rogers For For Management 1.8 Elect Director David S. Simmons For For Management 1.9 Elect Director Robert C. Sledd For For Management 1.10 Elect Director Craig R. Smith For For Management 1.11 Elect Director Anne Marie Whittemore For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify KPMG LLP as Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- P. H. GLATFELTER COMPANY Ticker: GLT Security ID: 377316104 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bruce Brown For For Management 1.2 Elect Director Kathleen A. Dahlberg For For Management 1.3 Elect Director Nicholas Debenedictis For For Management 1.4 Elect Director Kevin M. Fogarty For For Management 1.5 Elect Director J. Robert Hall For For Management 1.6 Elect Director Richard C. Ill For For Management 1.7 Elect Director Ronald J. Naples For For Management 1.8 Elect Director Dante C. Parrini For For Management 1.9 Elect Director Lee C. Stewart For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Amend Executive Incentive Bonus Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- PATTERSON-UTI ENERGY, INC. Ticker: PTEN Security ID: 703481101 Meeting Date: JUN 04, 2015 Meeting Type: Annual Record Date: APR 07, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mark S. Siegel For For Management 1.2 Elect Director Kenneth N. Berns For For Management 1.3 Elect Director Charles O. Buckner For For Management 1.4 Elect Director Michael W. Conlon For For Management 1.5 Elect Director Curtis W. Huff For For Management 1.6 Elect Director Terry H. Hunt For For Management 1.7 Elect Director Tiffany J. Thom For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- PERKINELMER, INC. Ticker: PKI Security ID: 714046109 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Peter Barrett For For Management 1b Elect Director Robert F. Friel For Against Management 1c Elect Director Sylvie Gregoire For For Management 1d Elect Director Nicholas A. Lopardo For For Management 1e Elect Director Alexis P. Michas For For Management 1f Elect Director Vicki L. Sato For For Management 1g Elect Director Kenton J. Sicchitano For For Management 1h Elect Director Patrick J. Sullivan For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- PINNACLE FOODS INC. Ticker: PF Security ID: 72348P104 Meeting Date: JUN 11, 2015 Meeting Type: Annual Record Date: APR 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ann Fandozzi For For Management 1.2 Elect Director Jason Giordano For Withhold Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- PLATINUM UNDERWRITERS HOLDINGS, LTD. Ticker: PTP Security ID: G7127P100 Meeting Date: FEB 27, 2015 Meeting Type: Special Record Date: JAN 29, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Reduce Supermajority Vote Requirement For For Management 2 Approve Merger Agreement For For Management 3 Advisory Vote on Golden Parachutes For For Management 4 Adjourn Meeting For For Management -------------------------------------------------------------------------------- POWELL INDUSTRIES, INC. Ticker: POWL Security ID: 739128106 Meeting Date: FEB 25, 2015 Meeting Type: Annual Record Date: JAN 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1. DIRECTOR Non-Voting Management Non-Voting 2. TO APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF EXECUTIVES, AS DISCLOSED PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE COMPENSATION DISCUSSION AND ANALYSIS, THE COMPENSATION TABLES AND ANY REL -------------------------------------------------------------------------------- PREMIERE GLOBAL SERVICES, INC. Ticker: PGI Security ID: 740585104 Meeting Date: JUN 17, 2015 Meeting Type: Annual Record Date: APR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Boland T. Jones For For Management 1.2 Elect Director John F. Cassidy For For Management 1.3 Elect Director K. Robert Draughon For For Management 1.4 Elect Director John R. Harris For For Management 1.5 Elect Director W. Steven Jones For For Management 1.6 Elect Director Raymond H. Pirtle, Jr. For For Management 1.7 Elect Director J. Walker Smith, Jr. For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- PRIMORIS SERVICES CORPORATION Ticker: PRIM Security ID: 74164F103 Meeting Date: MAY 01, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Brian Pratt For For Management 1.2 Elect Director Thomas E. Tucker For For Management 1.3 Elect Director Peter C. Brown For For Management 2 Ratify Moss Adams, LLP as Auditors For For Management -------------------------------------------------------------------------------- PROASSURANCE CORPORATION Ticker: PRA Security ID: 74267C106 Meeting Date: MAY 27, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director M. James Gorrie For For Management 1.2 Elect Director Ziad R. Haydar For For Management 1.3 Elect Director Frank A. Spinosa For For Management 1.4 Elect Director Thomas A. S. Wilson, Jr. For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- PROSPERITY BANCSHARES, INC. Ticker: PB Security ID: 743606105 Meeting Date: APR 21, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James A. Bouligny For For Management 1.2 Elect Director W.R. Collier For For Management 1.3 Elect Director Robert Steelhammer For For Management 1.4 Elect Director H. E. Timanus, Jr. For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- PROTECTIVE LIFE CORP. Ticker: PL Security ID: 743674103 Meeting Date: OCT 06, 2014 Meeting Type: Special Record Date: AUG 15, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Merger/Acquisition For For Management 2 Advisory Vote on Golden Parachutes For Against Management 3 Right to Adjourn Meeting For Against Management -------------------------------------------------------------------------------- PTC INC. Ticker: PTC Security ID: 69370C100 Meeting Date: MAR 04, 2015 Meeting Type: Annual Record Date: JAN 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas F. Bogan For For Management 1.2 Elect Director Janice D. Chaffin For For Management 1.3 Elect Director Donald K. Grierson For For Management 1.4 Elect Director James E. Heppelmann For For Management 1.5 Elect Director Paul A. Lacy For For Management 1.6 Elect Director Robert P. Schechter For For Management 1.7 Elect Director Renato Zambonini For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Executive Incentive Bonus Plan For For Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- RAMCO-GERSHENSON PROPERTIES TRUST Ticker: RPT Security ID: 751452202 Meeting Date: MAY 05, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephen R. Blank For For Management 1.2 Elect Director Dennis Gershenson For For Management 1.3 Elect Director Arthur Goldberg For For Management 1.4 Elect Director David J. Nettina For For Management 1.5 Elect Director Joel M. Pashcow For For Management 1.6 Elect Director Mark K. Rosenfeld For For Management 1.7 Elect Director Michael A. Ward For For Management 2 Ratify Grant Thornton LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- RAYONIER ADVANCED MATERIALS INC. Ticker: RYAM Security ID: 75508B104 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James F. Kirsch For For Management 1.2 Elect Director James H. Miller For For Management 1.3 Elect Director Ronald Townsend For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- REGAL-BELOIT CORPORATION Ticker: RBC Security ID: 758750103 Meeting Date: APR 27, 2015 Meeting Type: Annual Record Date: MAR 04, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1a Elect Director Stephen M. Burt For For Management 1.1b Elect Director Anesa Chaibi For For Management 1.1c Elect Director Dean A. Foate For For Management 1.1d Elect Director Henry W. Knueppel For For Management 2 Declassify the Board of Directors For For Management 3 Change Company Name For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- REGIS CORPORATION Ticker: RGS Security ID: 758932107 Meeting Date: OCT 28, 2014 Meeting Type: Annual Record Date: SEP 02, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1A. ELECTION OF DIRECTOR: DANIEL G. For For Management BELTZMAN 1B. ELECTION OF DIRECTOR: JAMES P. FOGARTY For For Management 1C. ELECTION OF DIRECTOR: DAVID J. GRISSEN For For Management 1D. ELECTION OF DIRECTOR: DANIEL J. For For Management HANRAHAN 1E. ELECTION OF DIRECTOR: MARK S. LIGHT For For Management 1F. ELECTION OF DIRECTOR: MICHAEL J. For For Management MERRIMAN 1G. ELECTION OF DIRECTOR: STEPHEN E. WATSON For For Management 1H. ELECTION OF DIRECTOR: DAVID P. WILLIAMS For For Management 2. APPROVAL OF THE SHORT-TERM INCENTIVE For For Management COMPENSATION PLAN. 3. RATIFICATION OF THE APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4. APPROVAL OF AN ADVISORY VOTE ON THE For For Management COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS (A "SAY-ON-PAY VOTE"). -------------------------------------------------------------------------------- RETAIL PROPERTIES OF AMERICA, INC. Ticker: RPAI Security ID: 76131V202 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Frank A. Catalano, Jr. For For Management 1.2 Elect Director Paul R. Gauvreau For For Management 1.3 Elect Director Gerald M. Gorski For For Management 1.4 Elect Director Steven P. Grimes For For Management 1.5 Elect Director Richard P. Imperiale For For Management 1.6 Elect Director Peter L. Lynch For For Management 1.7 Elect Director Kenneth E. Masick For For Management 1.8 Elect Director Thomas J. Sargeant For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- RF MICRO DEVICES, INC. Ticker: RFMD Security ID: 749941100 Meeting Date: SEP 05, 2014 Meeting Type: Special Record Date: JUL 16, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For For Management 3 Advisory Vote on Golden Parachutes For For Management -------------------------------------------------------------------------------- ROCK-TENN COMPANY Ticker: RKT Security ID: 772739207 Meeting Date: JAN 30, 2015 Meeting Type: Annual Record Date: NOV 28, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Timothy J. Bernlohr For For Management 1.2 Elect Director Jenny A. Hourihan For For Management 1.3 Elect Director Bettina M. Whyte For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- ROYAL GOLD, INC. Ticker: RGLD Security ID: 780287108 Meeting Date: NOV 14, 2014 Meeting Type: Annual Record Date: SEP 17, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect M. Craig Haase For For Management 2 Elect C. Kevin McArthur For For Management 3 Elect Christopher M.T. Thompson For For Management 4 Ratification of Auditor For Against Management 5 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- RYERSON HOLDING CORPORATION Ticker: RYI Security ID: 783754104 Meeting Date: JUN 10, 2015 Meeting Type: Annual Record Date: APR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Eva M. Kalawski For Withhold Management 1.2 Elect Director Mary Ann Sigler For Withhold Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency Three One Year Management Years -------------------------------------------------------------------------------- S&T BANCORP, INC. Ticker: STBA Security ID: 783859101 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Todd D. Brice For For Management 1.2 Elect Director John J. Delaney For For Management 1.3 Elect Director Michael J. Donnelly For For Management 1.4 Elect Director William J. Gatti For For Management 1.5 Elect Director James T. Gibson For For Management 1.6 Elect Director Jeffrey D. Grube For For Management 1.7 Elect Director Frank W. Jones For For Management 1.8 Elect Director Jerry D. Hostetter For For Management 1.9 Elect Director David L. Krieger For For Management 1.10 Elect Director James C. Miller For For Management 1.11 Elect Director Fred J. Morelli, Jr. For For Management 1.12 Elect Director Frank J. Palermo, Jr. For For Management 1.13 Elect Director Christine J. Toretti For For Management 1.14 Elect Director Charles G. Urtin For For Management 1.15 Elect Director Steven J. Weingarten For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- SAIA, INC. Ticker: SAIA Security ID: 78709Y105 Meeting Date: APR 27, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William F. Evans For For Management 1.2 Elect Director Herbert A. Trucksess, For For Management III 1.3 Elect Director Jeffrey C. Ward For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- SANDERSON FARMS, INC. Ticker: SAFM Security ID: 800013104 Meeting Date: FEB 12, 2015 Meeting Type: Annual Record Date: DEC 18, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John H. Baker, III For For Management 1.2 Elect Director John Bierbusse For For Management 1.3 Elect Director Mike Cockrell For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- SCHNITZER STEEL INDUSTRIES, INC. Ticker: SCHN Security ID: 806882106 Meeting Date: JAN 28, 2015 Meeting Type: Annual Record Date: DEC 02, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1. DIRECTOR Non-Voting Management Non-Voting 2. TO VOTE ON AN ADVISORY RESOLUTION ON Against Against Management EXECUTIVE COMPENSATION. 3. TO APPROVE THE AMENDED EXECUTIVE Against Against Management ANNUAL BONUS PLAN. -------------------------------------------------------------------------------- SCHWEITZER-MAUDUIT INTERNATIONAL, INC. Ticker: SWM Security ID: 808541106 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: FEB 26, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director K.C. Caldabaugh For For Management 1.2 Elect Director William A. Finn For For Management 1.3 Elect Director John D. Rogers For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- SELECT MEDICAL HOLDINGS CORPORATION Ticker: SEM Security ID: 81619Q105 Meeting Date: APR 27, 2015 Meeting Type: Annual Record Date: MAR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James E. Dalton, Jr. For For Management 1.2 Elect Director Rocco A. Ortenzio For For Management 1.3 Elect Director Thomas A. Scully For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- SELECTIVE INSURANCE GROUP, INC. Ticker: SIGI Security ID: 816300107 Meeting Date: APR 29, 2015 Meeting Type: Annual Record Date: MAR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Paul D. Bauer For For Management 1.2 Elect Director Annabelle G. Bexiga For For Management 1.3 Elect Director John C. Burville For For Management 1.4 Elect Director Michael J. Morrissey For For Management 1.5 Elect Director Gregory E. Murphy For For Management 1.6 Elect Director Cynthia S. Nicholson For For Management 1.7 Elect Director Ronald L. O'Kelley For For Management 1.8 Elect Director William M. Rue For For Management 1.9 Elect Director John S. Scheid For For Management 1.10 Elect Director J. Brian Thebault For For Management 1.11 Elect Director Philip H. Urban For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- SERVICE CORPORATION INTERNATIONAL Ticker: SCI Security ID: 817565104 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ellen Ochoa For For Management 1.2 Elect Director R. L. Waltrip For For Management 1.3 Elect Director Anthony L. Coelho For For Management 1.4 Elect Director Marcus A. Watts For For Management 1.5 Elect Director Edward E. Williams For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Declassify the Board of Directors For For Management 5 Stock Retention Against For Shareholder -------------------------------------------------------------------------------- SHIP FINANCE INTERNATIONAL LIMITED Ticker: SFL Security ID: G81075106 Meeting Date: SEP 19, 2014 Meeting Type: Annual Record Date: JUL 23, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Hans Petter Aas For Against Management 2 Elect Paul Leand, Jr. For For Management 3 Elect Kate Blankenship For Against Management 4 Elect Cecilie Fredriksen For For Management 5 Elect Harald Thorstein For For Management 6 Authority to Reduce the Paid-Up Capital For Against Management 7 Authority to Transfer Credit to For Against Management Contributed Surplus Account 8 Amendment to Authorized Share Capital For Against Management 9 Amendment to Register Regarding Par For Against Management Value of Shares 10 Appointment of Auditor and Authority For For Management to Set Fees 11 Directors' Fees For For Management -------------------------------------------------------------------------------- SILGAN HOLDINGS INC. Ticker: SLGN Security ID: 827048109 Meeting Date: MAY 26, 2015 Meeting Type: Annual Record Date: APR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Anthony J. Allott For For Management 1.2 Elect Director Joseph M. Jordan For For Management 1.3 Elect Director Edward A. Lapekas For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- SONOCO PRODUCTS COMPANY Ticker: SON Security ID: 835495102 Meeting Date: APR 15, 2015 Meeting Type: Annual Record Date: FEB 25, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Pamela L. Davies For For Management 1.2 Elect Director Harris E. DeLoach, Jr. For For Management 1.3 Elect Director Edgar H. Lawton, III For For Management 1.4 Elect Director John E. Linville For For Management 1.5 Elect Director Sundaram Nagarajan For For Management 1.6 Elect Director Richard G. Kyle For For Management 2 Ratify PricewaterhouseCoopers, LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Declassify the Board of Directors Against For Shareholder -------------------------------------------------------------------------------- SOUTHWEST GAS CORPORATION Ticker: SWX Security ID: 844895102 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert L. Boughner For For Management 1.2 Elect Director Jose A. Cardenas For For Management 1.3 Elect Director Thomas E. Chestnut For For Management 1.4 Elect Director Stephen C. Comer For For Management 1.5 Elect Director LeRoy C. Hanneman, Jr. For For Management 1.6 Elect Director John P. Hester For For Management 1.7 Elect Director Anne L. Mariucci For For Management 1.8 Elect Director Michael J. Melarkey For For Management 1.9 Elect Director Jeffrey W. Shaw For For Management 1.10 Elect Director A. Randall Thoman For For Management 1.11 Elect Director Thomas A. Thomas For For Management 1.12 Elect Director Terrence 'Terry' L. For For Management Wright 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- STAGE STORES, INC. Ticker: SSI Security ID: 85254C305 Meeting Date: JUN 11, 2015 Meeting Type: Annual Record Date: APR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan J. Barocas For For Management 1.2 Elect Director Elaine D. Crowley For For Management 1.3 Elect Director Diane M. Ellis For For Management 1.4 Elect Director Michael L. Glazer For For Management 1.5 Elect Director Gabrielle E. For For Management Greene-Sulzberger 1.6 Elect Director Earl J. Hesterberg For For Management 1.7 Elect Director Lisa R. Kranc For For Management 1.8 Elect Director William J. Montgoris For For Management 1.9 Elect Director C. Clayton Reasor For For Management 1.10 Elect Director Ralph P. Scozzafava For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- STANCORP FINANCIAL GROUP, INC. Ticker: SFG Security ID: 852891100 Meeting Date: MAY 11, 2015 Meeting Type: Annual Record Date: MAR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Virginia L. Anderson For For Management 1.2 Elect Director Ranjana B. Clark For For Management 1.3 Elect Director Timothy A. Holt For For Management 1.4 Elect Director Kevin M. Murai For For Management 1.5 Elect Director Eric E. Parsons For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- STANDARD MOTOR PRODUCTS, INC. Ticker: SMP Security ID: 853666105 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: APR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Pamela Forbes Lieberman For For Management 1.2 Elect Director Joseph W. McDonnell For For Management 1.3 Elect Director Alisa C. Norris For For Management 1.4 Elect Director Arthur S. Sills For For Management 1.5 Elect Director Lawrence I. Sills For For Management 1.6 Elect Director Peter J. Sills For For Management 1.7 Elect Director Frederick D. Sturdivant For For Management 1.8 Elect Director William H. Turner For For Management 1.9 Elect Director Richard S. Ward For For Management 1.10 Elect Director Roger M. Widmann For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- STARWOOD PROPERTY TRUST, INC. Ticker: STWD Security ID: 85571B105 Meeting Date: APR 21, 2015 Meeting Type: Annual Record Date: MAR 03, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard D. Bronson For For Management 1.2 Elect Director Jeffrey G. Dishner For For Management 1.3 Elect Director Camille J. Douglas For For Management 1.4 Elect Director Solomon J. Kumin For For Management 1.5 Elect Director Barry S. Sternlicht For Withhold Management 1.6 Elect Director Strauss Zelnick For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors 4 Require Independent Board Chairman Against For Shareholder -------------------------------------------------------------------------------- STEEL DYNAMICS, INC. Ticker: STLD Security ID: 858119100 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mark D. Millett For For Management 1.2 Elect Director Richard P. Teets, Jr. For For Management 1.3 Elect Director John C. Bates For For Management 1.4 Elect Director Keith E. Busse For For Management 1.5 Elect Director Frank D. Byrne For For Management 1.6 Elect Director Traci M. Dolan For For Management 1.7 Elect Director Paul B. Edgerley For For Management 1.8 Elect Director Jurgen Kolb For For Management 1.9 Elect Director James C. Marcuccilli For For Management 1.10 Elect Director Bradley S. Seaman For For Management 1.11 Elect Director Gabriel L. Shaheen For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- STERIS CORPORATION Ticker: STE Security ID: 859152100 Meeting Date: JUL 30, 2014 Meeting Type: Annual Record Date: JUN 02, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Richard C. Breeden For For Management 1.2 Elect Cynthia Feldmann For For Management 1.3 Elect Jacqueline B. Kosecoff For For Management 1.4 Elect David B. Lewis For For Management 1.5 Elect Kevin M. McMullen For For Management 1.6 Elect Walter M Rosebrough, Jr. For For Management 1.7 Elect Mohsen M. Sohi For For Management 1.8 Elect John P. Wareham For For Management 1.9 Elect Loyal W. Wilson For For Management 1.10 Elect Michael B. Wood For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Ratification of Auditor For For Management -------------------------------------------------------------------------------- STERIS CORPORATION Ticker: STE Security ID: 859152100 Meeting Date: JUL 30, 2014 Meeting Type: Annual Record Date: JUN 02, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard C. Breeden For For Management 1.2 Elect Director Cynthia L. Feldmann For For Management 1.3 Elect Director Jacqueline B. Kosecoff For For Management 1.4 Elect Director David B. Lewis For For Management 1.5 Elect Director Kevin M. McMullen For For Management 1.6 Elect Director Walter M Rosebrough, Jr. For For Management 1.7 Elect Director Mohsen M. Sohi For For Management 1.8 Elect Director John P. Wareham For For Management 1.9 Elect Director Loyal W. Wilson For For Management 1.10 Elect Director Michael B. Wood For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- STEVEN MADDEN, LTD. Ticker: SHOO Security ID: 556269108 Meeting Date: MAY 22, 2015 Meeting Type: Annual Record Date: APR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edward R. Rosenfeld For For Management 1.2 Elect Director Rose Peabody Lynch For For Management 1.3 Elect Director John L. Madden For For Management 1.4 Elect Director Peter Migliorini For For Management 1.5 Elect Director Richard P. Randall For For Management 1.6 Elect Director Ravi Sachdev For For Management 1.7 Elect Director Thomas H. Schwartz For For Management 1.8 Elect Director Robert Smith For For Management 2 Ratify EisnerAmper LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- STONE ENERGY CORPORATION Ticker: SGY Security ID: 861642106 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director George R. Christmas For For Management 1.2 Elect Director B. J. Duplantis For For Management 1.3 Elect Director Peter D. Kinnear For For Management 1.4 Elect Director David T. Lawrence For For Management 1.5 Elect Director Robert S. Murley For For Management 1.6 Elect Director Richard A. Pattarozzi For For Management 1.7 Elect Director Donald E. Powell For For Management 1.8 Elect Director Kay G. Priestly For For Management 1.9 Elect Director Phyllis M. Taylor For For Management 1.10 Elect Director David H. Welch For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Increase Authorized Common Stock For For Management 5 Amend Omnibus Stock Plan For For Management 6 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- SUMMIT HOTEL PROPERTIES, INC. Ticker: INN Security ID: 866082100 Meeting Date: JUN 15, 2015 Meeting Type: Annual Record Date: APR 14, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kerry W. Boekelheide For For Management 1.2 Elect Director Daniel P. Hansen For For Management 1.3 Elect Director Bjorn R. L. Hanson For For Management 1.4 Elect Director Jeffrey W. Jones For For Management 1.5 Elect Director Kenneth J. Kay For For Management 1.6 Elect Director Thomas W. Storey For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- SUSQUEHANNA BANCSHARES, INC. Ticker: SUSQ Security ID: 869099101 Meeting Date: MAR 13, 2015 Meeting Type: Special Record Date: JAN 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Advisory Vote on Golden Parachutes For For Management 3 Adjourn Meeting For For Management -------------------------------------------------------------------------------- SYMETRA FINANCIAL CORPORATION Ticker: SYA Security ID: 87151Q106 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sander M. Levy For For Management 1.2 Elect Director Lowndes A. Smith For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- SYNOPSYS, INC. Ticker: SNPS Security ID: 871607107 Meeting Date: APR 02, 2015 Meeting Type: Annual Record Date: FEB 04, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Aart J. de Geus For For Management 1.2 Elect Director Chi-Foon Chan For For Management 1.3 Elect Director Alfred Castino For For Management 1.4 Elect Director Janice D. Chaffin For For Management 1.5 Elect Director Bruce R. Chizen For For Management 1.6 Elect Director Deborah A. Coleman For For Management 1.7 Elect Director Chrysostomos L. 'Max' For For Management Nikias 1.8 Elect Director John Schwarz For For Management 1.9 Elect Director Roy Vallee For For Management 1.10 Elect Director Steven C. Walske For For Management 2 Amend Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify KMPG LLP as Auditors For For Management -------------------------------------------------------------------------------- TAL INTERNATIONAL GROUP, INC. Ticker: TAL Security ID: 874083108 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: MAR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Brian M. Sondey For Withhold Management 1.2 Elect Director Malcolm P. Baker For For Management 1.3 Elect Director Claude Germain For For Management 1.4 Elect Director Kenneth J. Hanau For For Management 1.5 Elect Director Helmut Kaspers For For Management 1.6 Elect Director Frederic H. Lindeberg For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- TCF FINANCIAL CORPORATION Ticker: TCB Security ID: 872275102 Meeting Date: APR 22, 2015 Meeting Type: Annual Record Date: FEB 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter Bell For For Management 1.2 Elect Director William F. Bieber For For Management 1.3 Elect Director Theodore J. Bigos For For Management 1.4 Elect Director William A. Cooper For Withhold Management 1.5 Elect Director Thomas A. Cusick For For Management 1.6 Elect Director Craig R. Dahl For For Management 1.7 Elect Director Karen L. Grandstrand For For Management 1.8 Elect Director Thomas F. Jasper For For Management 1.9 Elect Director George G. Johnson For For Management 1.10 Elect Director Richard H. King For For Management 1.11 Elect Director Vance K. Opperman For For Management 1.12 Elect Director James M. Ramstad For For Management 1.13 Elect Director Roger J. Sit For For Management 1.14 Elect Director Barry N. Winslow For For Management 1.15 Elect Director Richard A. Zona For For Management 2 Approve Omnibus Stock Plan For For Management 3 Provide Right to Call Special Meeting For For Management 4 Proxy Access Against For Shareholder 5 Submit Severance Agreement Against For Shareholder (Change-in-Control) to Shareholder Vote 6 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 7 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- TECH DATA CORPORATION Ticker: TECD Security ID: 878237106 Meeting Date: JUN 03, 2015 Meeting Type: Annual Record Date: MAR 25, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Charles E. Adair For For Management 1b Elect Director Robert M. Dutkowsky For For Management 1c Elect Director Harry J. Harczak, Jr. For For Management 1d Elect Director Kathleen Misunas For For Management 1e Elect Director Thomas I. Morgan For For Management 1f Elect Director Steven A. Raymund For For Management 1g Elect Director Patrick G. Sayer For For Management 1h Elect Director Savio W. Tung For For Management 1i Elect Director David M. Upton For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- TELEFLEX INCORPORATED Ticker: TFX Security ID: 879369106 Meeting Date: MAY 01, 2015 Meeting Type: Annual Record Date: MAR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1a Elect Director Candace H. Duncan For For Management 1.1b Elect Director Stephen K. Klasko For For Management 1.1c Elect Director Stuart A. Randle For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- TENNECO INC. Ticker: TEN Security ID: 880349105 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Thomas C. Freyman For For Management 1b Elect Director Dennis J. Letham For For Management 1c Elect Director James S. Metcalf For For Management 1d Elect Director Roger B. Porter For For Management 1e Elect Director David B. Price, Jr. For For Management 1f Elect Director Gregg M. Sherrill For For Management 1g Elect Director Paul T. Stecko For For Management 1h Elect Director Jane L. Warner For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- TERADYNE, INC. Ticker: TER Security ID: 880770102 Meeting Date: MAY 12, 2015 Meeting Type: Annual Record Date: MAR 19, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael A. Bradley For For Management 1.2 Elect Director Daniel W. Christman For For Management 1.3 Elect Director Edwin J. Gillis For For Management 1.4 Elect Director Timothy E. Guertin For For Management 1.5 Elect Director Mark E. Jagiela For For Management 1.6 Elect Director Mercedes Johnson For For Management 1.7 Elect Director Paul J. Tufano For For Management 1.8 Elect Director Roy A. Vallee For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- TEXAS ROADHOUSE, INC. Ticker: TXRH Security ID: 882681109 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director W. Kent Taylor For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Declassify the Board of Directors Against For Shareholder -------------------------------------------------------------------------------- THE ANDERSONS, INC. Ticker: ANDE Security ID: 034164103 Meeting Date: MAY 08, 2015 Meeting Type: Annual Record Date: MAR 11, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Anderson, Sr. For Withhold Management 1.2 Elect Director Gerard M. Anderson For For Management 1.3 Elect Director Catherine M. Kilbane For For Management 1.4 Elect Director Robert J. King, Jr. For For Management 1.5 Elect Director Ross W. Manire For For Management 1.6 Elect Director Donald L. Mennel For For Management 1.7 Elect Director Patrick S. Mullin For For Management 1.8 Elect Director John T. Stout, Jr. For For Management 1.9 Elect Director Jacqueline F. Woods For For Management 2 Increase Authorized Common Stock For For Management 3 Ratify Deloitte & Touche LLP as For For Management Auditors 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- THE BABCOCK & WILCOX COMPANY Ticker: BWC Security ID: 05615F102 Meeting Date: MAY 01, 2015 Meeting Type: Annual Record Date: MAR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jan A. Bertsch For For Management 1.2 Elect Director Thomas A. Christopher For For Management 1.3 Elect Director Stephen G. Hanks For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- THE BRINK'S COMPANY Ticker: BCO Security ID: 109696104 Meeting Date: MAY 08, 2015 Meeting Type: Annual Record Date: MAR 03, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Betty C. Alewine For For Management 1.2 Elect Director Michael J. Herling For For Management 1.3 Elect Director Thomas C. Schievelbein For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management 4 Declassify the Board of Directors For For Management -------------------------------------------------------------------------------- THE BUCKLE, INC. Ticker: BKE Security ID: 118440106 Meeting Date: MAY 29, 2015 Meeting Type: Annual Record Date: MAR 26, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel J. Hirschfeld For For Management 1.2 Elect Director Dennis H. Nelson For For Management 1.3 Elect Director Karen B. Rhoads For For Management 1.4 Elect Director James E. Shada For For Management 1.5 Elect Director Robert E. Campbell For For Management 1.6 Elect Director Bill L. Fairfield For For Management 1.7 Elect Director Bruce L. Hoberman For For Management 1.8 Elect Director John P. Peetz, III For For Management 1.9 Elect Director Michael E. Huss For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Approve Executive Incentive Bonus Plan For For Management 4 Amend Non-Employee Director Restricted For For Management Stock Plan -------------------------------------------------------------------------------- THE CATO CORPORATION Ticker: CATO Security ID: 149205106 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John P. D. Cato For For Management 1.2 Elect Director Thomas E. Meckley For For Management 1.3 Elect Director Bailey W. Patrick For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- THE CHEESECAKE FACTORY INCORPORATED Ticker: CAKE Security ID: 163072101 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: APR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director David Overton For For Management 1b Elect Director Alexander L. Cappello For For Management 1c Elect Director Jerome I. Kransdorf For For Management 1d Elect Director Laurence B. Mindel For For Management 1e Elect Director David B. Pittaway For For Management 1f Elect Director Douglas L. Schmick For For Management 1g Elect Director Herbert Simon For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- THE COOPER COMPANIES, INC. Ticker: COO Security ID: 216648402 Meeting Date: MAR 16, 2015 Meeting Type: Annual Record Date: JAN 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director A. Thomas Bender For For Management 1.2 Elect Director Michael H. Kalkstein For For Management 1.3 Elect Director Jody S. Lindell For For Management 1.4 Elect Director Gary S. Petersmeyer For For Management 1.5 Elect Director Steven Rosenberg For For Management 1.6 Elect Director Allan E. Rubenstein For For Management 1.7 Elect Director Robert S. Weiss For For Management 1.8 Elect Director Stanley Zinberg For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- THE FINISH LINE, INC. Ticker: FINL Security ID: 317923100 Meeting Date: JUL 17, 2014 Meeting Type: Annual Record Date: MAY 16, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Glenn S. Lyon For For Management 1.2 Elect Director Dolores A. Kunda For For Management 1.3 Elect Director Torrence Boone For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- THE LACLEDE GROUP, INC. Ticker: LG Security ID: 505597104 Meeting Date: JAN 29, 2015 Meeting Type: Annual Record Date: NOV 20, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mark A. Borer For For Management 1.2 Elect Director Maria V. Fogarty For For Management 1.3 Elect Director Anthony V. Leness For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- THE SCOTTS MIRACLE-GRO COMPANY Ticker: SMG Security ID: 810186106 Meeting Date: JAN 29, 2015 Meeting Type: Annual Record Date: DEC 03, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michelle A. Johnson For For Management 1.2 Elect Director Thomas N. Kelly, Jr. For For Management 1.3 Elect Director John R. Vines For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- THERMON GROUP HOLDINGS, INC. Ticker: THR Security ID: 88362T103 Meeting Date: JUL 31, 2014 Meeting Type: Annual Record Date: JUN 02, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Rodney L. Bingham For For Management 1.2 Elect Director Marcus J. George For For Management 1.3 Elect Director Richard E. Goodrich For For Management 1.4 Elect Director Kevin J. McGinty For For Management 1.5 Elect Director John T. Nesser, III For For Management 1.6 Elect Director Michael W. Press For For Management 1.7 Elect Director Stephen A. Snider For For Management 1.8 Elect Director Charles A. Sorrentino For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- THOR INDUSTRIES, INC. Ticker: THO Security ID: 885160101 Meeting Date: DEC 09, 2014 Meeting Type: Annual Record Date: OCT 20, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1. DIRECTOR Non-Voting Management Non-Voting 2. PROPOSAL TO RATIFY THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 3. SAY ON PAY - PROPOSAL TO APPROVE THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (ADVISORY VOTE). -------------------------------------------------------------------------------- THOR INDUSTRIES, INC. Ticker: THO Security ID: 885160101 Meeting Date: DEC 09, 2014 Meeting Type: Annual Record Date: OCT 20, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect J. Allen Kosowsky For For Management 1.2 Elect Jan H. Suwinski For For Management 1.3 Elect Wilson Jones For For Management 2 Ratification of Auditor For For Management 3 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- TIDEWATER INC. Ticker: TDW Security ID: 886423102 Meeting Date: JUL 31, 2014 Meeting Type: Annual Record Date: JUN 13, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect M. Jay Allison For For Management 1.2 Elect James C. Day For For Management 1.3 Elect Richard T. du Moulin For For Management 1.4 Elect Morris E. Foster For For Management 1.5 Elect J. Wayne Leonard For For Management 1.6 Elect Richard A. Pattarozzi For For Management 1.7 Elect Jeffrey M. Platt For For Management 1.8 Elect Robert L. Potter For For Management 1.9 Elect Nicholas Sutton For For Management 1.10 Elect Cindy B. Taylor For For Management 1.11 Elect Jack E. Thompson For For Management 2 Advisory Vote on Executive Compensation For For Management 3 2014 Stock Incentive Plan For For Management 4 Ratification of Auditor For For Management -------------------------------------------------------------------------------- TIME INC. Ticker: TIME Security ID: 887228104 Meeting Date: JUN 05, 2015 Meeting Type: Annual Record Date: APR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Joseph A. Ripp For Against Management 1b Elect Director David A. Bell For For Management 1c Elect Director John M. Fahey, Jr. For For Management 1d Elect Director Manuel A. Fernandez For For Management 1e Elect Director Dennis J. FitzSimons For For Management 1f Elect Director Betsy D. Holden For For Management 1g Elect Director Kay Koplovitz For For Management 1h Elect Director J. Randall MacDonald For For Management 1i Elect Director Ronald S. Rolfe For For Management 1j Elect Director Howard Stringer For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- TRINITY INDUSTRIES, INC. Ticker: TRN Security ID: 896522109 Meeting Date: MAY 04, 2015 Meeting Type: Annual Record Date: MAR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John L. Adams For For Management 1.2 Elect Director Rhys J. Best For For Management 1.3 Elect Director David W. Biegler For For Management 1.4 Elect Director Antonio Carrillo For For Management 1.5 Elect Director Leldon E. Echols For For Management 1.6 Elect Director Ronald J. Gafford For For Management 1.7 Elect Director Adrian Lajous For For Management 1.8 Elect Director Charles W. Matthews For For Management 1.9 Elect Director Douglas L. Rock For For Management 1.10 Elect Director Dunia A. Shive For For Management 1.11 Elect Director Timothy R. Wallace For Withhold Management 2 Amend Omnibus Stock Plan For For Management 3 Increase Authorized Common Stock For For Management 4 Adjust Par Value of Common Stock For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- TRIUMPH GROUP, INC. Ticker: TGI Security ID: 896818101 Meeting Date: JUL 18, 2014 Meeting Type: Annual Record Date: MAY 22, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Paul Bourgon For For Management 2 Elect John G. Drosdick For For Management 3 Elect Ralph E. Eberhart For For Management 4 Elect Jeffry D. Frisby For For Management 5 Elect Richard C. Gozon For For Management 6 Elect Richard C. Ill For Against Management 7 Elect William L. Mansfield For For Management 8 Elect Adam J. Palmer For For Management 9 Elect Joseph M. Silvestri For For Management 10 Elect George Simpson For For Management 11 Advisory Vote on Executive Compensation For For Management 12 Ratification of Auditor For For Management -------------------------------------------------------------------------------- TRUSTMARK CORPORATION Ticker: TRMK Security ID: 898402102 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: FEB 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Adolphus B. Baker For For Management 1.2 Elect Director Tracy T. Conerly For For Management 1.3 Elect Director Toni D. Cooley For For Management 1.4 Elect Director Daniel A. Grafton For For Management 1.5 Elect Director Gerard R. Host For For Management 1.6 Elect Director David H. Hoster, II For For Management 1.7 Elect Director John M. McCullouch For For Management 1.8 Elect Director Richard H. Puckett For For Management 1.9 Elect Director R. Michael Summerford For For Management 1.10 Elect Director LeRoy G. Walker, Jr. For For Management 1.11 Elect Director William G. Yates, III For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- UGI CORPORATION Ticker: UGI Security ID: 902681105 Meeting Date: JAN 29, 2015 Meeting Type: Annual Record Date: NOV 12, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard W. Gochnauer For For Management 1.2 Elect Director Lon R. Greenberg For Against Management 1.3 Elect Director Frank S. Hermance For For Management 1.4 Elect Director Ernest E. Jones For For Management 1.5 Elect Director Anne Pol For For Management 1.6 Elect Director M. Shawn Puccio For For Management 1.7 Elect Director Marvin O. Schlanger For For Management 1.8 Elect Director Roger B. Vincent For For Management 1.9 Elect Director John L. Walsh For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- UMPQUA HOLDINGS CORPORATION Ticker: UMPQ Security ID: 904214103 Meeting Date: APR 15, 2015 Meeting Type: Annual Record Date: FEB 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ellen R. M. Boyer For For Management 1.2 Elect Director Raymond P. Davis For For Management 1.3 Elect Director Robert C. Donegan For For Management 1.4 Elect Director C. Webb Edwards For For Management 1.5 Elect Director Peggy Y. Fowler For For Management 1.6 Elect Director Stephen M. Gambee For For Management 1.7 Elect Director James S. Greene For For Management 1.8 Elect Director Luis F. Machuca For For Management 1.9 Elect Director Maria M. Pope For For Management 1.10 Elect Director Susan F. Stevens For For Management 1.11 Elect Director Hilliard C. Terry, III For For Management 1.12 Elect Director Bryan L. Timm For For Management 2 Ratify Moss Adams LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- UNIFIRST CORPORATION Ticker: UNF Security ID: 904708104 Meeting Date: JAN 13, 2015 Meeting Type: Annual Record Date: NOV 19, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kathleen M. Camilli For For Management 1.2 Elect Director Michael Iandoli For For Management 2 Amend Omnibus Stock Plan For Against Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- UNITED STATIONERS INC. Ticker: USTR Security ID: 913004107 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert B. Aiken, Jr. For For Management 1.2 Elect Director Charles K. Crovitz For For Management 1.3 Elect Director Roy W. Haley For For Management 1.4 Elect Director Stuart A. Taylor, II For For Management 1.5 Elect Director Paul S. Williams For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- UNIVERSAL CORPORATION Ticker: UVV Security ID: 913456109 Meeting Date: AUG 05, 2014 Meeting Type: Annual Record Date: JUN 13, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect George C. Freeman For For Management 1.2 Elect Lennart R. Freeman For For Management 1.3 Elect Eddie N. Moore, Jr. For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Ratification of Auditor For For Management 4 Amendment to the Executive Officer For For Management Annual Incentive Plan -------------------------------------------------------------------------------- VALIDUS HOLDINGS, LTD. Ticker: VR Security ID: G9319H102 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael E.A. Carpenter For For Management 1.2 Elect Director Therese M. (Terri) For For Management Vaughan 1.3 Elect Director Christopher E. Watson For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers, Ltd., For For Management Hamilton, Bermuda as Auditors 4 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- VALLEY NATIONAL BANCORP Ticker: VLY Security ID: 919794107 Meeting Date: APR 15, 2015 Meeting Type: Annual Record Date: FEB 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Andrew B. Abramson For For Management 1b Elect Director Peter J. Baum For For Management 1c Elect Director Pamela R. Bronander For For Management 1d Elect Director Peter Crocitto For For Management 1e Elect Director Eric P. Edelstein For For Management 1f Elect Director Alan D. Eskow For For Management 1g Elect Director Mary J. Steele Guilfoile For For Management 1h Elect Director Graham O. Jones For For Management 1i Elect Director Gerald Korde For For Management 1j Elect Director Michael L. LaRusso For For Management 1k Elect Director Marc J. Lenner For For Management 1l Elect Director Gerald H. Lipkin For For Management 1m Elect Director Barnett Rukin For For Management 1n Elect Director Suresh L. Sani For For Management 1o Elect Director Robert C. Soldoveri For For Management 1p Elect Director Jeffrey S. Wilks For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- VALMONT INDUSTRIES, INC. Ticker: VMI Security ID: 920253101 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: MAR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel P. Neary For For Management 1.2 Elect Director Kenneth E. Stinson For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- VCA INC. Ticker: WOOF Security ID: 918194101 Meeting Date: APR 16, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John M. Baumer For For Management 1.2 Elect Director Frank Reddick For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Approve Omnibus Stock Plan For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Proxy Access Against For Shareholder -------------------------------------------------------------------------------- VISHAY INTERTECHNOLOGY, INC. Ticker: VSH Security ID: 928298108 Meeting Date: MAY 19, 2015 Meeting Type: Annual Record Date: MAR 26, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Marc Zandman For For Management 1.2 Elect Director Ruta Zandman For For Management 1.3 Elect Director Ziv Shoshani For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- WASHINGTON FEDERAL, INC. Ticker: WAFD Security ID: 938824109 Meeting Date: JAN 21, 2015 Meeting Type: Annual Record Date: NOV 28, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Roy M. Whitehead For Withhold Management 1.2 Elect Director Mark N. Tabbutt For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- WASHINGTON REAL ESTATE INVESTMENT TRUST Ticker: WRE Security ID: 939653101 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles T. Nason For For Management 1.2 Elect Director Thomas H. Nolan, Jr. For For Management 1.3 Elect Director Anthony L. Winns For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- WEBSTER FINANCIAL CORPORATION Ticker: WBS Security ID: 947890109 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: FEB 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director William L. Atwell For For Management 1b Elect Director Joel S. Becker For For Management 1c Elect Director John J. Crawford For For Management 1d Elect Director Robert A. Finkenzeller For For Management 1e Elect Director Elizabeth E. Flynn For For Management 1f Elect Director C. Michael Jacobi For For Management 1g Elect Director Laurence C. Morse For For Management 1h Elect Director Karen R. Osar For For Management 1i Elect Director Mark Pettie For For Management 1j Elect Director Charles W. Shivery For For Management 1k Elect Director James C. Smith For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management 4 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- WEBSTER FINANCIAL CORPORATION Ticker: WBS Security ID: 947890109 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: FEB 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director William L. Atwell For For Management 1b Elect Director Joel S. Becker For For Management 1c Elect Director John J. Crawford For For Management 1d Elect Director Robert A. Finkenzeller For For Management 1e Elect Director Elizabeth E. Flynn For For Management 1f Elect Director C. Michael Jacobi For For Management 1g Elect Director Laurence C. Morse For For Management 1h Elect Director Karen R. Osar For For Management 1i Elect Director Mark Pettie For For Management 1j Elect Director Charles W. Shivery For For Management 1k Elect Director James C. Smith For Against Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management 4 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- WEIS MARKETS, INC. Ticker: WMK Security ID: 948849104 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: MAR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert F. Weis For Withhold Management 1.2 Elect Director Jonathan H. Weis For Withhold Management 1.3 Elect Director Harold G. Graber For Withhold Management 1.4 Elect Director Edward J. Lauth, III For For Management 1.5 Elect Director Gerrald B. Silverman For For Management 1.6 Elect Director Glenn D. Steele, Jr. For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- WERNER ENTERPRISES, INC. Ticker: WERN Security ID: 950755108 Meeting Date: MAY 12, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Clarence L. Werner For For Management 1.2 Elect Director Patrick J. Jung For For Management 1.3 Elect Director Duane K. Sather For For Management 2 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- WESBANCO, INC. Ticker: WSBC Security ID: 950810101 Meeting Date: JAN 22, 2015 Meeting Type: Special Record Date: DEC 09, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with For For Management Acquisition 2 Adjourn Meeting For For Management 3 Other Business For Against Management -------------------------------------------------------------------------------- WESBANCO, INC. Ticker: WSBC Security ID: 950810101 Meeting Date: APR 15, 2015 Meeting Type: Annual Record Date: MAR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ernest S. Fragale For For Management 1.2 Elect Director D. Bruce Knox For For Management 1.3 Elect Director Ronald W. Owen For For Management 1.4 Elect Director Reed J. Tanner For For Management 1.5 Elect Director Charlotte A. Zuschlag For For Management 2 Increase Authorized Common Stock For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Ernst & Young, LLP as Auditors For For Management -------------------------------------------------------------------------------- WEST CORPORATION Ticker: WSTC Security ID: 952355204 Meeting Date: MAY 15, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lee Adrean For For Management 1.2 Elect Director Michael A. Huber For Against Management 1.3 Elect Director Soren L. Oberg For Against Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- WESTERN REFINING, INC. Ticker: WNR Security ID: 959319104 Meeting Date: JUN 02, 2015 Meeting Type: Annual Record Date: APR 14, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carin Marcy Barth For For Management 1.2 Elect Director Sigmund L. Cornelius For For Management 1.3 Elect Director Paul L. Foster For For Management 1.4 Elect Director L. Frederick Francis For For Management 1.5 Elect Director Robert J. Hassler For For Management 1.6 Elect Director Brian J. Hogan For For Management 1.7 Elect Director Scott D. Weaver For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- WHITING PETROLEUM CORPORATION Ticker: WLL Security ID: 966387102 Meeting Date: DEC 03, 2014 Meeting Type: Special Record Date: OCT 14, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with For For Management Acquisition 2 Adjourn Meeting For For Management -------------------------------------------------------------------------------- WHITING PETROLEUM CORPORATION Ticker: WLL Security ID: 966387102 Meeting Date: JUN 02, 2015 Meeting Type: Annual Record Date: APR 08, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James J. Volker For For Management 1.2 Elect Director William N. Hahne For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- WOLVERINE WORLD WIDE, INC. Ticker: WWW Security ID: 978097103 Meeting Date: APR 22, 2015 Meeting Type: Annual Record Date: MAR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Roxane Divol For For Management 1.2 Elect Director Joseph R. Gromek For For Management 1.3 Elect Director Brenda J. Lauderback For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- WORLD FUEL SERVICES CORPORATION Ticker: INT Security ID: 981475106 Meeting Date: MAY 29, 2015 Meeting Type: Annual Record Date: APR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Kasbar For Withhold Management 1.2 Elect Director Ken Bakshi For For Management 1.3 Elect Director Jorge L. Benitez For For Management 1.4 Elect Director Richard A. Kassar For For Management 1.5 Elect Director Myles Klein For For Management 1.6 Elect Director John L. Manley For For Management 1.7 Elect Director J. Thomas Presby For For Management 1.8 Elect Director Stephen K. Roddenberry For For Management 1.9 Elect Director Paul H. Stebbins For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors ========== END NPX REPORT
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant)
Consulting Group Capital Markets Funds | ||
By: | /s/ James J. Tracy | |
James J. Tracy | ||
Chief Executive Officer | ||
Consulting Group Capital Markets Funds | ||
Date: | August 31, 2015 |
* | Print the name and title of each officer under his or her signature. |