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 811-04873
The GAMCO Growth Fund
(Exact name of registrant as specified in charter)
One Corporate Center
Rye, New York 10580-1422
(Address of principal executive offices) (Zip code)
Bruce N. Alpert
Gabelli Funds, LLC
One Corporate Center
Rye, New York 10580-1422
(Name and address of agent for service)
Registrant's telephone number, including area code: 1-800-422-3554
Date of fiscal year end: December 31
Date of reporting period: July 1, 2012 - June 30, 2013
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, 100 F Street, NE, Washington, DC
20549. The OMB has reviewed this collection of information under the clearance
requirements of 44 U.S.C. Section 3507.
PROXY VOTING RECORD
FOR PERIOD JULY 1, 2012 TO JUNE 30, 2013
INVESTMENT COMPANY REPORT
THE COCA-COLA COMPANY
SECURITY 191216100 MEETING TYPE Special
TICKER SYMBOL KO MEETING DATE 10-Jul-2012
ISIN US1912161007 AGENDA 933646385 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
01 TO AMEND ARTICLE FOURTH OF THE Management For For
COMPANY'S RESTATED CERTIFICATE OF
INCORPORATION, AS AMENDED, TO
INCREASE THE AUTHORIZED COMMON
STOCK OF THE COMPANY FROM
5,600,000,000 SHARES, PAR VALUE $.25 PER
SHARE, TO 11,200,000,000 SHARES, PAR
VALUE $.25 PER SHARE, AND TO EFFECT A
SPLIT OF THE ISSUED COMMON STOCK OF
THE COMPANY BY CHANGING EACH ISSUED
SHARE OF COMMON STOCK INTO TWO SHARES OF COMMON STOCK.
RALPH LAUREN CORP
SECURITY 751212101 MEETING TYPE Annual
TICKER SYMBOL RL MEETING DATE 09-Aug-2012
ISIN US7512121010 AGENDA 933667290 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 FRANK A. BENNACK, JR. For For
2 JOEL L. FLEISHMAN For For
3 STEVEN P. MURPHY For For
2. RATIFICATION OF APPOINTMENT OF ERNST Management For For
& YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING MARCH 30, 2013.
3. APPROVAL, ON AN ADVISORY BASIS, OF Management Abstain Against
THE COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS AND OUR
COMPENSATION PHILOSOPHY, POLICIES
AND PRACTICES AS DESCRIBED IN THE
ACCOMPANYING PROXY STATEMENT.
4. APPROVAL OF OUR AMENDED AND Management For For
RESTATED EXECUTIVE OFFICER ANNUAL INCENTIVE PLAN.
CONTINENTAL RESOURCES, INC.
SECURITY 212015101 MEETING TYPE Special
TICKER SYMBOL CLR MEETING DATE 10-Aug-2012
ISIN US2120151012 AGENDA 933667478 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1. APPROVE ISSUANCE OF SHARES OF Management For For
COMMON STOCK PURSUANT TO THE TERMS
AND CONDITIONS OF A REORGANIZATION
AND PURCHASE AND SALE AGREEMENT,
DATED AS OF MARCH 27, 2012 (THE
AGREEMENT), IN ACCORDANCE WITH
SECTION 312.03(B) OF THE NEW YORK
STOCK EXCHANGE LISTED COMPANY
MANUAL AND THE REQUIREMENTS OF THE AGREEMENT.
PRECISION CASTPARTS CORP.
SECURITY 740189105 MEETING TYPE Annual
TICKER SYMBOL PCP MEETING DATE 14-Aug-2012
ISIN US7401891053 AGENDA 933660804 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 MARK DONEGAN For For
2 VERNON E. OECHSLE For For
3 ULRICH SCHMIDT For For
2. RATIFICATION OF APPOINTMENT OF Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
3. ADVISORY VOTE REGARDING Management Abstain Against
COMPENSATION OF NAMED EXECUTIVE OFFICERS.
4. RE-APPROVAL AND AMENDMENT OF THE Management For For
EXECUTIVE PERFORMANCE INCENTIVE PLAN.
NIKE, INC.
SECURITY 654106103 MEETING TYPE Annual
TICKER SYMBOL NKE MEETING DATE 20-Sep-2012
ISIN US6541061031 AGENDA 933673471 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 ALAN B. GRAF, JR. For For
2 JOHN C. LECHLEITER For For
3 PHYLLIS M. WISE For For
2. TO HOLD AN ADVISORY VOTE TO APPROVE Management Abstain Against
EXECUTIVE COMPENSATION.
3. TO AMEND THE ARTICLES OF Management For For
INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.
4. TO RE-APPROVE AND AMEND THE NIKE, INC. Management For For
LONG-TERM INCENTIVE PLAN.
5. TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
6. TO CONSIDER A SHAREHOLDER PROPOSAL Shareholder Against For
REGARDING POLITICAL CONTRIBUTIONS DISCLOSURE.
DIAGEO PLC
SECURITY 25243Q205 MEETING TYPE Annual
TICKER SYMBOL DEO MEETING DATE 17-Oct-2012
ISIN US25243Q2057 AGENDA 933687418 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1. REPORT AND ACCOUNTS 2012. Management For For
2. DIRECTORS' REMUNERATION REPORT 2012. Management For For
3. DECLARATION OF FINAL DIVIDEND. Management For For
4. RE-ELECTION OF PB BRUZELIUS AS A Management For For
DIRECTOR. (AUDIT, NOMINATION &
REMUNERATION COMMITTEE)
5. RE-ELECTION OF LM DANON AS A Management For For
DIRECTOR. (AUDIT, NOMINATION &
REMUNERATION COMMITTEE)
6. RE-ELECTION OF LORD DAVIES AS A Management For For
DIRECTOR. (AUDIT, NOMINATION,
REMUNERATION(CHAIRMAN OF THE COMMITTEE))
7. RE-ELECTION OF BD HOLDEN AS A Management For For
DIRECTOR. (AUDIT, NOMINATION &
REMUNERATION COMMITTEE)
8. RE-ELECTION OF DR FB HUMER AS A Management For For
DIRECTOR. (NOMINATION COMMITTEE
(CHAIRMAN OF THE COMMITTEE))
9. RE-ELECTION OF D MAHLAN AS A Management For For
DIRECTOR. (EXECUTIVE COMMITTEE)
10. RE-ELECTION OF PG SCOTT AS A Management For For
DIRECTOR. (AUDIT(CHAIRMAN OF THE
COMMITTEE), NOMINATION, REMUNERATION COMMITTEE)
11. RE-ELECTION OF HT STITZER AS A Management For For
DIRECTOR. (AUDIT, NOMINATION &
REMUNERATION COMMITTEE)
12. RE-ELECTION OF PS WALSH AS A Management For For
DIRECTOR. (EXECUTIVE
COMMITTEE(CHAIRMAN OF THE COMMITTEE))
13. ELECTION OF HO KWONPING AS A Management For For
DIRECTOR. (AUDIT, NOMINATION &
REMUNERATION COMMITTEE)
14. ELECTION OF IM MENEZES AS A DIRECTOR. Management For For
(EXECUTIVE COMMITTEE)
15. RE-APPOINTMENT OF AUDITOR. Management For For
16. REMUNERATION OF AUDITOR. Management For For
17. AUTHORITY TO ALLOT SHARES. Management For For
18. DISAPPLICATION OF PRE-EMPTION RIGHTS. Management Against Against
19. AUTHORITY TO PURCHASE OWN ORDINARY Management For For
SHARES.
20. AUTHORITY TO MAKE POLITICAL Management For For
DONATIONS AND/OR TO INCUR POLITICAL EXPENDITURE IN THE EU.
21. REDUCED NOTICE OF A GENERAL MEETING Management For For
OTHER THAN AN ANNUAL GENERAL MEETING.
EATON CORPORATION
SECURITY 278058102 MEETING TYPE Special
TICKER SYMBOL ETN MEETING DATE 26-Oct-2012
ISIN US2780581029 AGENDA 933689575 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1. ADOPTING THE TRANSACTION AGREEMENT, Management For For
DATED MAY 21, 2012, AMONG EATON
CORPORATION, COOPER INDUSTRIES PLC,
NEW EATON CORPORATION (F/K/A ABEIRON
LIMITED), ABEIRON II LIMITED (F/K/A
COMDELL LIMITED), TURLOCK B.V. AND
TURLOCK CORPORATION, AS AMENDED BY
AMENDMENT NO. 1 TO THE TRANSACTION
AGREEMENT, DATED JUNE 22, 2012, AND
APPROVING THE MERGER.
2. APPROVING THE REDUCTION OF CAPITAL Management For For
OF NEW EATON TO ALLOW THE CREATION
OF DISTRIBUTABLE RESERVES OF NEW
EATON WHICH ARE REQUIRED UNDER IRISH
LAW IN ORDER TO ALLOW NEW EATON TO
MAKE DISTRIBUTIONS AND TO PAY
DIVIDENDS AND REPURCHASE OR REDEEM
SHARES FOLLOWING COMPLETION OF THE TRANSACTION.
3. APPROVING, ON AN ADVISORY BASIS, Management Abstain Against
SPECIFIED COMPENSATORY
ARRANGEMENTS BETWEEN EATON AND ITS
NAMED EXECUTIVE OFFICERS RELATING TO
THE TRANSACTION AGREEMENT.
4. APPROVING ANY MOTION TO ADJOURN THE Management For For
SPECIAL MEETING, OR ANY
ADJOURNMENTS THEREOF, TO ANOTHER
TIME OR PLACE IF NECESSARY OR
APPROPRIATE, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
COACH, INC.
SECURITY 189754104 MEETING TYPE Annual
TICKER SYMBOL COH MEETING DATE 07-Nov-2012
ISIN US1897541041 AGENDA 933690287 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 LEW FRANKFORT For For
2 SUSAN KROPF For For
3 GARY LOVEMAN For For
4 IVAN MENEZES For For
5 IRENE MILLER For For
6 MICHAEL MURPHY For For
7 STEPHANIE TILENIUS For For
8 JIDE ZEITLIN For For
2. TO RATIFY THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2013
3. TO APPROVE, ON A NON-BINDING ADVISORY Management Abstain Against
BASIS, THE COMPANY'S EXECUTIVE COMPENSATION
THE ESTEE LAUDER COMPANIES INC.
SECURITY 518439104 MEETING TYPE Annual
TICKER SYMBOL EL MEETING DATE 09-Nov-2012
ISIN US5184391044 AGENDA 933691277 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 ROSE MARIE BRAVO For For
2 PAUL J. FRIBOURG For For
3 MELLODY HOBSON For For
4 IRVINE O. HOCKADAY, JR. For For
5 BARRY S. STERNLICHT For For
2. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
COMPENSATION.
3. AMENDMENT TO THE CERTIFICATE OF Management For For
INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED COMMON SHARES.
4. RATIFICATION OF APPOINTMENT OF KPMG Management For For
LLP AS INDEPENDENT AUDITORS FOR THE 2013 FISCAL YEAR.
MICROSOFT CORPORATION
SECURITY 594918104 MEETING TYPE Annual
TICKER SYMBOL MSFT MEETING DATE 28-Nov-2012
ISIN US5949181045 AGENDA 933691784 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1. ELECTION OF DIRECTOR: STEVEN A. Management For For
BALLMER
2. ELECTION OF DIRECTOR: DINA DUBLON Management For For
3. ELECTION OF DIRECTOR: WILLIAM H. GATES III Management For For
4. ELECTION OF DIRECTOR: MARIA M. KLAWE Management For For
5. ELECTION OF DIRECTOR: STEPHEN J. Management For For
LUCZO
6. ELECTION OF DIRECTOR: DAVID F. Management For For
MARQUARDT
7. ELECTION OF DIRECTOR: CHARLES H. Management For For
NOSKI
8. ELECTION OF DIRECTOR: HELMUT PANKE Management For For
9. ELECTION OF DIRECTOR: JOHN W. Management For For
THOMPSON
10. ADVISORY VOTE ON NAMED EXECUTIVE Management Abstain Against
OFFICER COMPENSATION (THE BOARD
RECOMMENDS A VOTE FOR THIS PROPOSAL)
11. APPROVAL OF EMPLOYEE STOCK Management For For
PURCHASE PLAN (THE BOARD
RECOMMENDS A VOTE FOR THIS PROPOSAL)
12. RATIFICATION OF DELOITTE & TOUCHE LLP Management For For
AS OUR INDEPENDENT AUDITOR FOR
FISCAL YEAR 2013 (THE BOARD
RECOMMENDS A VOTE FOR THIS PROPOSAL)
13. SHAREHOLDER PROPOSAL - ADOPT Shareholder Against For
CUMULATIVE VOTING (THE BOARD
RECOMMENDS A VOTE AGAINST THIS PROPOSAL)
COSTCO WHOLESALE CORPORATION
SECURITY 22160K105 MEETING TYPE Annual
TICKER SYMBOL COST MEETING DATE 24-Jan-2013
ISIN US22160K1051 AGENDA 933716954 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1 DIRECTOR Management
1 BENJAMIN S. CARSON, SR. For For
2 WILLIAM H. GATES For For
3 HAMILTON E. JAMES For For
4 W. CRAIG JELINEK For For
5 JILL S. RUCKELSHAUS For For
2 RATIFICATION OF SELECTION OF Management For For
INDEPENDENT AUDITORS.
3 APPROVAL, ON AN ADVISORY BASIS, OF Management Abstain Against
EXECUTIVE COMPENSATION.
4 CONSIDERATION OF SHAREHOLDER Shareholder Against For
PROPOSAL TO ELIMINATE THE
CLASSIFICATION OF THE BOARD OF DIRECTORS.
BECTON, DICKINSON AND COMPANY
SECURITY 075887109 MEETING TYPE Annual
TICKER SYMBOL BDX MEETING DATE 29-Jan-2013
ISIN US0758871091 AGENDA 933718756 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: BASIL L. Management For For
ANDERSON
1B. ELECTION OF DIRECTOR: HENRY P. Management For For
BECTON, JR.
1C. ELECTION OF DIRECTOR: CATHERINE M. Management For For
BURZIK
1D. ELECTION OF DIRECTOR: EDWARD F. Management For For
DEGRAAN
1E. ELECTION OF DIRECTOR: VINCENT A. Management For For
FORLENZA
1F. ELECTION OF DIRECTOR: CLAIRE M. Management For For
FRASER
1G. ELECTION OF DIRECTOR: CHRISTOPHER Management For For
JONES
1H. ELECTION OF DIRECTOR: MARSHALL O. Management For For
LARSEN
1I. ELECTION OF DIRECTOR: ADEL A.F. Management For For
MAHMOUD
1J. ELECTION OF DIRECTOR: GARY A. Management For For
MECKLENBURG
1K. ELECTION OF DIRECTOR: JAMES F. ORR Management For For
1L. ELECTION OF DIRECTOR: WILLARD J. Management For For
OVERLOCK, JR.
1M. ELECTION OF DIRECTOR: REBECCA W. Management For For
RIMEL
1N. ELECTION OF DIRECTOR: BERTRAM L. Management For For
SCOTT
1O. ELECTION OF DIRECTOR: ALFRED SOMMER Management For For
2. RATIFICATION OF SELECTION OF Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
3. ADVISORY VOTE TO APPROVE NAMED Management Abstain Against
EXECUTIVE OFFICER COMPENSATION.
4. AMENDMENT TO THE COMPANY'S Management Against Against
RESTATED CERTIFICATE OF INCORPORATION.
5. AMENDMENTS TO THE 2004 EMPLOYEE AND Management Against Against
DIRECTOR EQUITY-BASED COMPENSATION PLAN.
VISA INC.
SECURITY 92826C839 MEETING TYPE Annual
TICKER SYMBOL V MEETING DATE 30-Jan-2013
ISIN US92826C8394 AGENDA 933718895 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: GARY P. Management For For
COUGHLAN
1B. ELECTION OF DIRECTOR: MARY B. Management For For
CRANSTON
1C. ELECTION OF DIRECTOR: FRANCISCO Management For For
JAVIER FERNANDEZ-CARBAJAL
1D. ELECTION OF DIRECTOR: ROBERT W. Management For For
MATSCHULLAT
1E. ELECTION OF DIRECTOR: CATHY E. Management For For
MINEHAN
1F. ELECTION OF DIRECTOR: SUZANNE NORA Management For For
JOHNSON
1G. ELECTION OF DIRECTOR: DAVID J. PANG Management For For
1H. ELECTION OF DIRECTOR: JOSEPH W. Management For For
SAUNDERS
1I. ELECTION OF DIRECTOR: CHARLES W. Management For For
SCHARF
1J. ELECTION OF DIRECTOR: WILLIAM S. Management For For
SHANAHAN
1K. ELECTION OF DIRECTOR: JOHN A. Management For For
SWAINSON
2. APPROVAL, ON AN ADVISORY BASIS, OF Management Abstain Against
THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
3. RATIFICATION OF THE APPOINTMENT OF Management For For
KPMG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR FISCAL YEAR 2013.
4. STOCKHOLDER PROPOSAL ON LOBBYING Shareholder Against For
PRACTICES AND EXPENDITURES, IF PROPERLY PRESENTED.
MONSANTO COMPANY
SECURITY 61166W101 MEETING TYPE Annual
TICKER SYMBOL MON MEETING DATE 31-Jan-2013
ISIN US61166W1018 AGENDA 933717920 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: DAVID L. Management For For
CHICOINE, PH.D.
1B. ELECTION OF DIRECTOR: ARTHUR H. Management For For
HARPER
1C. ELECTION OF DIRECTOR: GWENDOLYN S. Management For For
KING
1D. ELECTION OF DIRECTOR: JON R. MOELLER Management For For
2. RATIFY THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2013.
3. ADVISORY, (NON-BINDING) VOTE TO Management Abstain Against
APPROVE EXECUTIVE COMPENSATION.
4. APPROVAL OF AMENDMENT TO THE Management For For
AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION OF THE COMPANY TO DECLASSIFY THE BOARD.
5. SHAREOWNER PROPOSAL REQUESTING A Shareholder Against For
REPORT ON CERTAIN MATTERS RELATED TO GMO PRODUCTS.
EMERSON ELECTRIC CO.
SECURITY 291011104 MEETING TYPE Annual
TICKER SYMBOL EMR MEETING DATE 05-Feb-2013
ISIN US2910111044 AGENDA 933717261 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 C.A.H. BOERSIG* For For
2 J.B. BOLTEN* For For
3 M.S. LEVATICH* For For
4 R.L. STEPHENSON* For For
5 A.A. BUSCH III# For For
2. APPROVAL, BY NON-BINDING ADVISORY Management Abstain Against
VOTE, OF EMERSON ELECTRIC CO.
EXECUTIVE COMPENSATION.
3. RATIFICATION OF KPMG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
4. APPROVAL OF AN AMENDMENT TO THE Management For For
RESTATED ARTICLES OF INCORPORATION
TO DECLASSIFY THE BOARD OF DIRECTORS.
5. APPROVAL OF THE STOCKHOLDER Shareholder Against For
PROPOSAL REQUESTING THE ISSUANCE OF
A SUSTAINABILITY REPORT AS DESCRIBED
IN THE PROXY STATEMENT.
VARIAN MEDICAL SYSTEMS, INC.
SECURITY 92220P105 MEETING TYPE Annual
TICKER SYMBOL VAR MEETING DATE 14-Feb-2013
ISIN US92220P1057 AGENDA 933721830 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 R. ANDREW ECKERT For For
2 MARK R. LARET For For
3 ERICH R. REINHARDT For For
2. TO APPROVE THE COMPENSATION OF THE Management Abstain Against
VARIAN MEDICAL SYSTEMS, INC. NAMED
EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT
3. TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
VARIAN MEDICAL SYSTEMS, INC.'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2013
4. TO VOTE ON, IF PROPERLY PRESENTED AT Shareholder Against For
THE ANNUAL MEETING, A STOCKHOLDER
PROPOSAL RECOMMENDING THAT THE
BOARD OF DIRECTORS TAKE ACTION TO DECLASSIFY THE BOARD
APPLE INC.
SECURITY 037833100 MEETING TYPE Annual
TICKER SYMBOL AAPL MEETING DATE 27-Feb-2013
ISIN US0378331005 AGENDA 933725042 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 WILLIAM CAMPBELL For For
2 TIMOTHY COOK For For
3 MILLARD DREXLER For For
4 AL GORE For For
5 ROBERT IGER For For
6 ANDREA JUNG For For
7 ARTHUR LEVINSON For For
8 RONALD SUGAR For For
2. AMENDMENT OF APPLE'S RESTATED Management For For
ARTICLES OF INCORPORATION TO (I)
ELIMINATE CERTAIN LANGUAGE RELATING
TO TERM OF OFFICE OF DIRECTORS IN
ORDER TO FACILITATE THE ADOPTION OF
MAJORITY VOTING FOR ELECTION OF
DIRECTORS, (II) ELIMINATE "BLANK CHECK"
PREFERRED STOCK, (III) ESTABLISH A PAR
VALUE FOR COMPANY'S COMMON STOCK
OF $0.00001 PER SHARE AND (IV) MAKE OTHER CHANGES.
3. RATIFICATION OF THE APPOINTMENT OF Management For For
ERNST & YOUNG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013.
4. A NON-BINDING ADVISORY RESOLUTION TO Management Abstain Against
APPROVE EXECUTIVE COMPENSATION.
5. A SHAREHOLDER PROPOSAL ENTITLED Shareholder Against For
"EXECUTIVES TO RETAIN SIGNIFICANT STOCK."
6. A SHAREHOLDER PROPOSAL ENTITLED Shareholder Against For
"BOARD COMMITTEE ON HUMAN RIGHTS."
DEERE & COMPANY
SECURITY 244199105 MEETING TYPE Annual
TICKER SYMBOL DE MEETING DATE 27-Feb-2013
ISIN US2441991054 AGENDA 933725270 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN Management For For
1B. ELECTION OF DIRECTOR: CRANDALL C. Management For For
BOWLES
1C. ELECTION OF DIRECTOR: VANCE D. Management For For
COFFMAN
1D. ELECTION OF DIRECTOR: CHARLES O. Management For For
HOLLIDAY, JR.
1E. ELECTION OF DIRECTOR: DIPAK C. JAIN Management For For
1F. ELECTION OF DIRECTOR: CLAYTON M. Management For For
JONES
1G. ELECTION OF DIRECTOR: JOACHIM Management For For
MILBERG
1H. ELECTION OF DIRECTOR: RICHARD B. Management For For
MYERS
1I. ELECTION OF DIRECTOR: THOMAS H. Management For For
PATRICK
1J. ELECTION OF DIRECTOR: AULANA L. Management For For
PETERS
1K. ELECTION OF DIRECTOR: SHERRY M. SMITH Management For For
2. ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
3. RE-APPROVAL OF THE JOHN DEERE MID- Management For For
TERM INCENTIVE PLAN.
4. RATIFICATION OF THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS DEERE'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
QUALCOMM INCORPORATED
SECURITY 747525103 MEETING TYPE Annual
TICKER SYMBOL QCOM MEETING DATE 05-Mar-2013
ISIN US7475251036 AGENDA 933726397 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A ELECTION OF DIRECTOR: BARBARA T. Management For For
ALEXANDER
1B ELECTION OF DIRECTOR: DONALD G. Management For For
CRUICKSHANK
1C ELECTION OF DIRECTOR: RAYMOND V. Management For For
DITTAMORE
1D ELECTION OF DIRECTOR: SUSAN Management For For
HOCKFIELD
1E ELECTION OF DIRECTOR: THOMAS W. Management For For
HORTON
1F ELECTION OF DIRECTOR: PAUL E. JACOBS Management For For
1G ELECTION OF DIRECTOR: SHERRY LANSING Management For For
1H ELECTION OF DIRECTOR: DUANE A. NELLES Management For For
1I ELECTION OF DIRECTOR: FRANCISCO ROS Management For For
1J ELECTION OF DIRECTOR: BRENT Management For For
SCOWCROFT
1K ELECTION OF DIRECTOR: MARC I. STERN Management For For
02 TO APPROVE THE 2006 LONG-TERM Management Against Against
INCENTIVE PLAN, AS AMENDED, WHICH
INCLUDES AN INCREASE IN THE SHARE
RESERVE BY 90,000,000 SHARES.
03 TO RATIFY THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT PUBLIC ACCOUNTANTS FOR
OUR FISCAL YEAR ENDING SEPTEMBER 29, 2013.
04 ADVISORY APPROVAL OF THE COMPANY'S Management Abstain Against
EXECUTIVE COMPENSATION.
WHOLE FOODS MARKET, INC.
SECURITY 966837106 MEETING TYPE Annual
TICKER SYMBOL WFM MEETING DATE 15-Mar-2013
ISIN US9668371068 AGENDA 933728923 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 DR. JOHN ELSTROTT For For
2 GABRIELLE GREENE For For
3 SHAHID (HASS) HASSAN For For
4 STEPHANIE KUGELMAN For For
5 JOHN MACKEY For For
6 WALTER ROBB For For
7 JONATHAN SEIFFER For For
8 MORRIS (MO) SIEGEL For For
9 JONATHAN SOKOLOFF For For
10 DR. RALPH SORENSON For For
11 W. (KIP) TINDELL, III For For
2. TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS INDEPENDENT AUDITOR FOR
THE COMPANY FOR THE FISCAL YEAR
ENDING SEPTEMBER 29, 2013.
3. TO CONDUCT AN ADVISORY VOTE TO Management Abstain Against
APPROVE THE COMPENSATION OF THE
NAMED EXECUTIVE OFFICERS.
4. TO RATIFY THE AMENDMENT OF THE Management Against Against
COMPANY'S 2009 STOCK INCENTIVE PLAN
TO INCREASE THE NUMBER OF SHARES OF
COMMON STOCK AUTHORIZED FOR
ISSUANCE PURSUANT TO SUCH PLAN BY AN
ADDITIONAL 14.5 MILLION SHARES AND
INCREASE THE NUMBER OF SHARES BY
WHICH THE PLAN POOL IS REDUCED FOR
EACH FULL VALUE AWARD FROM 2 TO 2.25.
5. SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
EXTENDED PRODUCER RESPONSIBILITY
FOR POST-CONSUMER PRODUCT PACKAGING.
6. SHAREHOLDER PROPOSAL TO REQUIRE Shareholder Against For
THE COMPANY TO HAVE, WHENEVER
POSSIBLE, AN INDEPENDENT CHAIRMAN OF
THE BOARD WHO HAS NOT PREVIOUSLY
SERVED AS AN EXECUTIVE OFFICER OF THE COMPANY.
NOVO NORDISK A/S, BAGSVAERD
SECURITY K7314N152 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 20-Mar-2013
ISIN DK0060102614 AGENDA 704278476 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
CMMT IMPORTANT MARKET PROCESSING Non-Voting
REQUIREMENT: A BENEFICIAL OWNER
SIGNED POWER OF-ATTORNEY (POA) IS
REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING-INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY
CAUSE YOUR INSTRUCTIONS TO-BE
REJECTED. IF YOU HAVE ANY QUESTIONS,
PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
CMMT PLEASE NOTE THAT IF THE CHAIRMAN OF Non-Voting
THE BOARD OR A BOARD MEMBER IS
APPOINTED-AS PROXY, WHICH IS OFTEN
THE CASE, CLIENTS CAN ONLY EXPECT
THEM TO ACCEPT-PRO-MANAGEMENT
VOTES. THE ONLY WAY TO GUARANTEE
THAT ABSTAIN AND/OR AGAINST-VOTES
ARE REPRESENTED AT THE MEETING IS TO
SEND YOUR OWN REPRESENTATIVE. THE-
SUB CUSTODIAN BANKS OFFER
REPRESENTATION SERVICES FOR AN
ADDED FEE IF-REQUESTED. THANK YOU
CMMT PLEASE BE ADVISED THAT SOME OF Non-Voting
SUBCUSTODIANS IN DENMARK REQUIRE
THE SHARES TO-BE REGISTERED IN
SEGREGATED ACCOUNTS BY
REGISTRATION DEADLINE IN ORDER TO-
PROVIDE VOTING SERVICE. PLEASE
CONTACT YOUR GLOBAL CUSTODIAN TO
FIND OUT IF-THIS REQUIREMENT APPLIES
TO YOUR SHARES AND, IF SO, YOUR
SHARES ARE-REGISTERED IN A
SEGREGATED ACCOUNT FOR THIS GENERAL MEETING.
2 Adoption of the audited Annual Report 2012 Management For For
3.1 Approve remuneration of directors for 2012 in the Management For For
aggregate amount of DKK 9.4 million
3.2 Approve remuneration of directors for 2013 in the Management For For
amount of DKK 1.5 million for chairman, DKK 1
million for vice chairman, and base amount of
DKK 500,000 for other members approve
remuneration for committee work
4 Approve allocation of income and dividends of Management For For
DKK 18 per share
5.1 The Board of Directors proposes election of Management For For
Goran Ando as chairman
5.2 The Board of Directors proposes election of Management For For
Jeppe Christiansen as vice chairman
5.3.a Election of other members to the Board of Management For For
Directors: Bruno Angelici
5.3.b Election of other members to the Board of Management For For
Directors: Henrik Gurtler
5.3.c Election of other members to the Board of Management For For
Directors: Liz Hewitt
5.3.d Election of other members to the Board of Management For For
Directors: Thomas Paul Koestler
5.3.e Election of other members to the Board of Management For For
Directors: Hannu Ryopponen
6 Re-appointment of PricewaterhouseCoopers as Management For For
auditor
7.1 Proposals from the Board of Directors: Reduction Management For For
of the Company's B share capital from DKK
452,512,800 to DKK 442,512,800
7.2 Proposals from the Board of Directors: approve Management For For
creation of up to DKK 78 million pool of capital
with or without pre-emptive rights
7.3 Proposals from the Board of Directors: Management For For
Authorisation of the Board of Directors to allow
the Company to repurchase own shares
7.4 Proposals from the Board of Directors: Adoption Management For For
of revised Remuneration Principles
CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting
DUE TO CHANGE IN TEXT OF RESOLUTIONS
3.1,-3.2, 4 AND 7.2. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM UNLESS YOU
DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
STARBUCKS CORPORATION
SECURITY 855244109 MEETING TYPE Annual
TICKER SYMBOL SBUX MEETING DATE 20-Mar-2013
ISIN US8552441094 AGENDA 933726842 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: HOWARD Management For For
SCHULTZ
1B. ELECTION OF DIRECTOR: WILLIAM W. Management For For
BRADLEY
1C. ELECTION OF DIRECTOR: ROBERT M. GATES Management For For
1D. ELECTION OF DIRECTOR: MELLODY Management For For
HOBSON
1E. ELECTION OF DIRECTOR: KEVIN R. Management For For
JOHNSON
1F. ELECTION OF DIRECTOR: OLDEN LEE Management For For
1G. ELECTION OF DIRECTOR: JOSHUA COOPER Management For For
RAMO
1H. ELECTION OF DIRECTOR: JAMES G. Management For For
SHENNAN, JR.
1I. ELECTION OF DIRECTOR: CLARA SHIH Management For For
1J. ELECTION OF DIRECTOR: JAVIER G. TERUEL Management For For
1K. ELECTION OF DIRECTOR: MYRON E. Management For For
ULLMAN, III
1L. ELECTION OF DIRECTOR: CRAIG E. Management For For
WEATHERUP
2. APPROVAL OF AN ADVISORY RESOLUTION Management Abstain Against
ON EXECUTIVE COMPENSATION.
3. APPROVAL OF AN AMENDMENT AND Management Against Against
RESTATEMENT OF THE 2005 LONG-TERM
EQUITY INCENTIVE PLAN, INCLUDING AN
INCREASE IN THE NUMBER OF AUTHORIZED
SHARES UNDER THE PLAN.
4. RATIFICATION OF THE SELECTION OF Management For For
DELOITTE & TOUCHE LLP AS OUR
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING SEPTEMBER 29, 2013.
5. SHAREHOLDER PROPOSAL TO PROHIBIT Shareholder Against For
POLITICAL SPENDING.
SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.)
SECURITY 806857108 MEETING TYPE Annual
TICKER SYMBOL SLB MEETING DATE 10-Apr-2013
ISIN AN8068571086 AGENDA 933739382 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: PETER L.S. Management For For
CURRIE
1B. ELECTION OF DIRECTOR: TONY ISAAC Management For For
1C. ELECTION OF DIRECTOR: K. VAMAN KAMATH Management For For
1D. ELECTION OF DIRECTOR: PAAL KIBSGAARD Management For For
1E. ELECTION OF DIRECTOR: NIKOLAY Management For For
KUDRYAVTSEV
1F. ELECTION OF DIRECTOR: ADRIAN LAJOUS Management For For
1G. ELECTION OF DIRECTOR: MICHAEL E. Management For For
MARKS
1H. ELECTION OF DIRECTOR: LUBNA S. OLAYAN Management For For
1I. ELECTION OF DIRECTOR: L. RAFAEL REIF Management For For
1J. ELECTION OF DIRECTOR: TORE I. Management For For
SANDVOLD
1K. ELECTION OF DIRECTOR: HENRI SEYDOUX Management For For
2. TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against
COMPANY'S EXECUTIVE COMPENSATION.
3. TO APPROVE THE COMPANY'S 2012 Management For For
FINANCIAL STATEMENTS AND
DECLARATIONS OF DIVIDENDS.
4. TO APPROVE THE APPOINTMENT OF THE Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
5. TO APPROVE THE ADOPTION OF THE 2013 Management For For
SCHLUMBERGER OMNIBUS INCENTIVE PLAN.
6. TO APPROVE THE ADOPTION OF AN Management For For
AMENDMENT AND RESTATEMENT OF THE
SCHLUMBERGER DISCOUNT STOCK PURCHASE PLAN.
THE SHERWIN-WILLIAMS COMPANY
SECURITY 824348106 MEETING TYPE Annual
TICKER SYMBOL SHW MEETING DATE 17-Apr-2013
ISIN US8243481061 AGENDA 933745020 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 A.F. ANTON For For
2 C.M. CONNOR For For
3 D.F. HODNIK For For
4 T.G. KADIEN For For
5 R.J. KRAMER For For
6 S.J. KROPF For For
7 R.K. SMUCKER For For
8 J.M. STROPKI For For
2. ADVISORY APPROVAL OF COMPENSATION Management Abstain Against
OF THE NAMED EXECUTIVES.
3. AMENDMENT TO ARTICLES OF Management For For
INCORPORATION TO IMPLEMENT MAJORITY
VOTING IN UNCONTESTED ELECTIONS OF DIRECTORS.
4. RATIFICATION OF ERNST & YOUNG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013.
EBAY INC.
SECURITY 278642103 MEETING TYPE Annual
TICKER SYMBOL EBAY MEETING DATE 18-Apr-2013
ISIN US2786421030 AGENDA 933756934 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: DAVID M. Management For For
MOFFETT
1B. ELECTION OF DIRECTOR: RICHARD T. Management For For
SCHLOSBERG, III
1C. ELECTION OF DIRECTOR: THOMAS J. Management For For
TIERNEY
2. TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
3. STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
CORPORATE LOBBYING DISCLOSURE.
4. STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
PRIVACY AND DATA SECURITY.
5. RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT AUDITORS FOR OUR FISCAL
YEAR ENDING DECEMBER 31, 2013.
HONEYWELL INTERNATIONAL INC.
SECURITY 438516106 MEETING TYPE Annual
TICKER SYMBOL HON MEETING DATE 22-Apr-2013
ISIN US4385161066 AGENDA 933739368 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: GORDON M. Management For For
BETHUNE
1B. ELECTION OF DIRECTOR: KEVIN BURKE Management For For
1C. ELECTION OF DIRECTOR: JAIME CHICO Management For For
PARDO
1D. ELECTION OF DIRECTOR: DAVID M. COTE Management For For
1E. ELECTION OF DIRECTOR: D. SCOTT DAVIS Management For For
1F. ELECTION OF DIRECTOR: LINNET F. DEILY Management For For
1G. ELECTION OF DIRECTOR: JUDD GREGG Management For For
1H. ELECTION OF DIRECTOR: CLIVE HOLLICK Management For For
1I. ELECTION OF DIRECTOR: GRACE D. Management For For
LIEBLEIN
1J. ELECTION OF DIRECTOR: GEORGE PAZ Management For For
1K. ELECTION OF DIRECTOR: BRADLEY T. Management For For
SHEARES
1L. ELECTION OF DIRECTOR: ROBIN L. Management For For
WASHINGTON
2. APPROVAL OF INDEPENDENT Management For For
ACCOUNTANTS.
3. ADVISORY VOTE TO APPROVE EXECUTIVE Management For For
COMPENSATION.
4. INDEPENDENT BOARD CHAIRMAN. Shareholder Against For
5. RIGHT TO ACT BY WRITTEN CONSENT. Shareholder Against For
6. ELIMINATE ACCELERATED VESTING IN A Shareholder Against For
CHANGE IN CONTROL.
BEAM INC.
SECURITY 073730103 MEETING TYPE Annual
TICKER SYMBOL BEAM MEETING DATE 23-Apr-2013
ISIN US0737301038 AGENDA 933741072 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: RICHARD A. Management For For
GOLDSTEIN
1B. ELECTION OF DIRECTOR: STEPHEN W. Management For For
GOLSBY
1C. ELECTION OF DIRECTOR: ANN F. HACKETT Management For For
1D. ELECTION OF DIRECTOR: A.D. DAVID Management For For
MACKAY
1E. ELECTION OF DIRECTOR: GRETCHEN W. Management For For
PRICE
1F. ELECTION OF DIRECTOR: MATTHEW J. Management For For
SHATTOCK
1G. ELECTION OF DIRECTOR: ROBERT A. Management For For
STEELE
1H. ELECTION OF DIRECTOR: PETER M. WILSON Management For For
2. RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013.
3. ADVISORY VOTE TO APPROVE NAMED Management Abstain Against
EXECUTIVE OFFICER COMPENSATION.
THE COCA-COLA COMPANY
SECURITY 191216100 MEETING TYPE Annual
TICKER SYMBOL KO MEETING DATE 24-Apr-2013
ISIN US1912161007 AGENDA 933739596 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: HERBERT A. Management For For
ALLEN
1B. ELECTION OF DIRECTOR: RONALD W. ALLEN Management For For
1C. ELECTION OF DIRECTOR: HOWARD G. Management For For
BUFFETT
1D. ELECTION OF DIRECTOR: RICHARD M. Management For For
DALEY
1E. ELECTION OF DIRECTOR: BARRY DILLER Management For For
1F. ELECTION OF DIRECTOR: HELENE D. GAYLE Management For For
1G. ELECTION OF DIRECTOR: EVAN G. Management For For
GREENBERG
1H. ELECTION OF DIRECTOR: ALEXIS M. Management For For
HERMAN
1I. ELECTION OF DIRECTOR: MUHTAR KENT Management For For
1J. ELECTION OF DIRECTOR: ROBERT A. Management For For
KOTICK
1K. ELECTION OF DIRECTOR: MARIA ELENA Management For For
LAGOMASINO
1L. ELECTION OF DIRECTOR: DONALD F. Management For For
MCHENRY
1M. ELECTION OF DIRECTOR: SAM NUNN Management For For
1N. ELECTION OF DIRECTOR: JAMES D. Management For For
ROBINSON III
1O. ELECTION OF DIRECTOR: PETER V. Management For For
UEBERROTH
1P. ELECTION OF DIRECTOR: JACOB Management For For
WALLENBERG
2. RATIFICATION OF THE APPOINTMENT OF Management For For
ERNST & YOUNG LLP AS INDEPENDENT AUDITORS.
3. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
COMPENSATION.
4. APPROVE AN AMENDMENT TO THE Management For For
COMPANY'S BY-LAWS TO PERMIT
SHAREOWNERS TO CALL SPECIAL MEETINGS.
5. SHAREOWNER PROPOSAL REGARDING A Shareholder Against For
BOARD COMMITTEE ON HUMAN RIGHTS.
E. I. DU PONT DE NEMOURS AND COMPANY
SECURITY 263534109 MEETING TYPE Annual
TICKER SYMBOL DD MEETING DATE 24-Apr-2013
ISIN US2635341090 AGENDA 933745145 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: LAMBERTO Management For For
ANDREOTTI
1B. ELECTION OF DIRECTOR: RICHARD H. Management For For
BROWN
1C. ELECTION OF DIRECTOR: ROBERT A. Management For For
BROWN
1D. ELECTION OF DIRECTOR: BERTRAND P. Management For For
COLLOMB
1E. ELECTION OF DIRECTOR: CURTIS J. Management For For
CRAWFORD
1F. ELECTION OF DIRECTOR: ALEXANDER M. Management For For
CUTLER
1G. ELECTION OF DIRECTOR: ELEUTHERE I. DU Management For For
PONT
1H. ELECTION OF DIRECTOR: MARILLYN A. Management For For
HEWSON
1I. ELECTION OF DIRECTOR: LOIS D. JULIBER Management For For
1J. ELECTION OF DIRECTOR: ELLEN J. KULLMAN Management For For
1K. ELECTION OF DIRECTOR: LEE M. THOMAS Management For For
2. ON RATIFICATION OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM
3. TO APPROVE, BY ADVISORY VOTE, Management Abstain Against
EXECUTIVE COMPENSATION
4. ON INDEPENDENT BOARD CHAIR Shareholder Against For
5. ON LOBBYING REPORT Shareholder Against For
6. ON GENETICALLY ENGINEERED SEED Shareholder Against For
7. ON EXECUTIVE COMPENSATION REPORT Shareholder Against For
EATON CORPORATION PLC
SECURITY G29183103 MEETING TYPE Annual
TICKER SYMBOL ETN MEETING DATE 24-Apr-2013
ISIN IE00B8KQN827 AGENDA 933749143 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: GEORGE S. Management For For
BARRETT
1B. ELECTION OF DIRECTOR: TODD M. Management For For
BLUEDORN
1C. ELECTION OF DIRECTOR: CHRISTOPHER M. Management For For
CONNOR
1D. ELECTION OF DIRECTOR: MICHAEL J. Management For For
CRITELLI
1E. ELECTION OF DIRECTOR: ALEXANDER M. Management For For
CUTLER
1F. ELECTION OF DIRECTOR: CHARLES E. Management For For
GOLDEN
1G. ELECTION OF DIRECTOR: LINDA A. HILL Management For For
1H. ELECTION OF DIRECTOR: ARTHUR E. Management For For
JOHNSON
1I. ELECTION OF DIRECTOR: NED C. Management For For
LAUTENBACH
1J. ELECTION OF DIRECTOR: DEBORAH L. Management For For
MCCOY
1K. ELECTION OF DIRECTOR: GREGORY R. Management For For
PAGE
1L. ELECTION OF DIRECTOR: GERALD B. SMITH Management For For
2. APPROVING THE APPOINTMENT OF ERNST Management For For
& YOUNG LLP AS INDEPENDENT AUDITOR
FOR 2013 AND AUTHORIZING THE AUDIT
COMMITTEE OF THE BOARD OF DIRECTORS
TO SET ITS REMUNERATION.
3. APPROVING THE SENIOR EXECUTIVE Management For For
INCENTIVE COMPENSATION PLAN.
4. APPROVING THE EXECUTIVE STRATEGIC Management For For
INCENTIVE PLAN.
5. ADVISORY APPROVAL OF THE COMPANY'S Management Abstain Against
EXECUTIVE COMPENSATION.
6. AUTHORIZING THE COMPANY AND OR ANY Management For For
SUBSIDIARY OF THE COMPANY TO MAKE
OVERSEAS MARKET PURCHASES OF COMPANY SHARES.
7. AUTHORIZING THE PRICE RANGE AT WHICH Management For For
THE COMPANY CAN REISSUE SHARES THAT
IT HOLDS AS TREASURY SHARES.
HEINEKEN NV, AMSTERDAM
SECURITY N39427211 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 25-Apr-2013
ISIN NL0000009165 AGENDA 704320299 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
- Opening Non-Voting
1.a Report for the financial year 2012 Non-Voting
1.b Adoption of the financial statements for the Management For For
financial year 2012
1.c Decision on the appropriation of the balance of Management For For
the income statement in accordance with Article
12 paragraph 7 of the Company's Articles of
Association
1.d Discharge of the members of the Executive Management For For
Board
1.e Discharge of the members of the Supervisory Management For For
Board
2.a Authorisation of the Executive Board to acquire Management For For
own shares
2.b Authorisation of the Executive Board to issue Management For For
(rights to) shares
2.c Authorisation of the Executive Board to restrict or Management Against Against
exclude shareholders' pre-emptive rights
3 Extraordinary share award Executive Board Management For For
4.a Re-appointment of Mr. J.F.M.L. van Boxmeer as Management For For
member of the Executive Board
4.b Retention shares Mr. J.F.M.L. van Boxmeer Management For For
5.a Re-appointment of Mr. M. Das as member (and Management For For
delegated member) of the Supervisory Board
5.b Re-appointment of Mr. V.C.O.B.J. Navarre as Management For For
member of the Supervisory Board
5.c Appointment of Mr. H. Scheffers as member of Management For For
the Supervisory Board
- Closing Non-Voting
JOHNSON & JOHNSON
SECURITY 478160104 MEETING TYPE Annual
TICKER SYMBOL JNJ MEETING DATE 25-Apr-2013
ISIN US4781601046 AGENDA 933745068 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: MARY SUE Management For For
COLEMAN
1B. ELECTION OF DIRECTOR: JAMES G. CULLEN Management For For
1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS Management For For
1D. ELECTION OF DIRECTOR: ALEX GORSKY Management For For
1E. ELECTION OF DIRECTOR: MICHAEL M.E. Management For For
JOHNS
1F. ELECTION OF DIRECTOR: SUSAN L. Management For For
LINDQUIST
1G. ELECTION OF DIRECTOR: ANNE M. Management For For
MULCAHY
1H. ELECTION OF DIRECTOR: LEO F. MULLIN Management For For
1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ Management For For
1J. ELECTION OF DIRECTOR: CHARLES PRINCE Management For For
1K. ELECTION OF DIRECTOR: A. EUGENE Management For For
WASHINGTON
1L. ELECTION OF DIRECTOR: RONALD A. Management For For
WILLIAMS
2. ADVISORY VOTE TO APPROVE NAMED Management Abstain Against
EXECUTIVE OFFICER COMPENSATION
3. RATIFICATION OF APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013
4. SHAREHOLDER PROPOSAL - EXECUTIVES Shareholder Against For
TO RETAIN SIGNIFICANT STOCK
5. SHAREHOLDER PROPOSAL ON POLITICAL Shareholder Against For
CONTRIBUTIONS AND CORPORATE VALUES
6. SHAREHOLDER PROPOSAL ON Shareholder Against For
INDEPENDENT BOARD CHAIRMAN
L'OREAL S.A., PARIS
SECURITY F58149133 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 26-Apr-2013
ISIN FR0000120321 AGENDA 704331494 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
CMMT PLEASE NOTE IN THE FRENCH MARKET Non-Voting
THAT THE ONLY VALID VOTE OPTIONS ARE
"FOR"-AND "AGAINST" A VOTE OF "ABSTAIN"
WILL BE TREATED AS AN "AGAINST" VOTE.
CMMT THE FOLLOWING APPLIES TO NON- Non-Voting
RESIDENT SHAREOWNERS ONLY: PROXY
CARDS: VOTING-INSTRUCTIONS WILL BE
FORWARDED TO THE GLOBAL CUSTODIANS
ON THE VOTE DEADLINE-DATE. IN CAPACITY
AS REGISTERED INTERMEDIARY, THE
GLOBAL CUSTODIANS WILL SIGN-THE
PROXY CARDS AND FORWARD THEM TO
THE LOCAL CUSTODIAN. IF YOU REQUEST
MORE-INFORMATION, PLEASE CONTACT
YOUR CLIENT REPRESENTATIVE
CMMT PLEASE NOTE THAT IMPORTANT Non-Voting
ADDITIONAL MEETING INFORMATION IS
AVAILABLE BY-CLICKING ON THE MATERIAL
URL-LINK:https://balo.journal-
officiel.gouv.fr/pdf/2013/0318/201303181300730.
pdf .-PLEASE NOTE THAT THIS IS A REVISION
DUE TO ADDITION OF URL LINK: https://balo.-
journal-officiel.gouv.fr/pdf/2013/0405/201304051301045.
pdf. IF YOU HAVE ALREADY SENT IN YOUR
VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
O.1 Approval of the corporate financial statements for Management For For
the financial year 2012
O.2 Approval of the consolidated financial statements Management For For
for the financial year 2012
O.3 Allocation of income for the financial year 2012 Management For For
and setting the dividend
O.4 Appointment of Mrs. Virginie Morgon as Board Management For For
member
O.5 Renewal of term of Mrs. Francoise Bettencourt Management For For
Meyers as Board member
O.6 Renewal of term of Mr. Peter Brabeck-Letmathe Management For For
as Board member
O.7 Renewal of term of Mr. Louis Schweitzer as Management For For
Board member
O.8 Authorization for the Company to repurchase its Management For For
own shares
E.9 Delegation of authority to be granted to the Board Management For For
of Directors to increase capital either by issuing
ordinary shares while maintaining preferential
subscription rights, or by incorporating reserves,
profits, premiums or other amounts
E.10 Authorization granted to the Board of Directors to Management Against Against
carry out free allocations of shares existing
and/or to be issued carrying waiver by
shareholders of their preferential subscription
rights, to employees and corporate officers
E.11 Delegation of authority granted to the Board of Management Against Against
Directors to allow the completion of a capital
increase reserved for employees with
cancellation of shareholders' preferential
subscription rights
E.12 Powers to carry out all legal formalities Management For For
L'OREAL S.A., PARIS
SECURITY F58149133 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 26-Apr-2013
ISIN FR0000120321 AGENDA 704331494 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
CMMT PLEASE NOTE IN THE FRENCH MARKET Non-Voting
THAT THE ONLY VALID VOTE OPTIONS ARE
"FOR"-AND "AGAINST" A VOTE OF "ABSTAIN"
WILL BE TREATED AS AN "AGAINST" VOTE.
CMMT THE FOLLOWING APPLIES TO NON- Non-Voting
RESIDENT SHAREOWNERS ONLY: PROXY
CARDS: VOTING-INSTRUCTIONS WILL BE
FORWARDED TO THE GLOBAL CUSTODIANS
ON THE VOTE DEADLINE-DATE. IN CAPACITY
AS REGISTERED INTERMEDIARY, THE
GLOBAL CUSTODIANS WILL SIGN-THE
PROXY CARDS AND FORWARD THEM TO
THE LOCAL CUSTODIAN. IF YOU REQUEST
MORE-INFORMATION, PLEASE CONTACT
YOUR CLIENT REPRESENTATIVE
CMMT PLEASE NOTE THAT IMPORTANT Non-Voting
ADDITIONAL MEETING INFORMATION IS
AVAILABLE BY-CLICKING ON THE MATERIAL
URL-LINK:https://balo.journal-
officiel.gouv.fr/pdf/2013/0318/201303181300730.
pdf. PLEASE NOTE THAT THIS IS A REVISION
DUE TO ADDITION OF URL LINK: https://balo.journal-
officiel.gouv.fr/pdf/2013/0405/201304051301045.
pdf. IF YOU HAVE ALREAD-Y SENT IN YOUR
VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE T-O
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
O.1 Approval of the corporate financial statements for Management For For
the financial year 2012
O.2 Approval of the consolidated financial statements Management For For
for the financial year 2012
O.3 Allocation of income for the financial year 2012 Management For For
and setting the dividend
O.4 Appointment of Mrs. Virginie Morgon as Board Management For For
member
O.5 Renewal of term of Mrs. Francoise Bettencourt Management For For
Meyers as Board member
O.6 Renewal of term of Mr. Peter Brabeck-Letmathe Management For For
as Board member
O.7 Renewal of term of Mr. Louis Schweitzer as Management For For
Board member
O.8 Authorization for the Company to repurchase its Management For For
own shares
E.9 Delegation of authority to be granted to the Board Management For For
of Directors to increase capital either by issuing
ordinary shares while maintaining preferential
subscription rights, or by incorporating reserves,
profits, premiums or other amounts
E.10 Authorization granted to the Board of Directors to Management Against Against
carry out free allocations of shares existing
and/or to be issued carrying waiver by
shareholders of their preferential subscription
rights, to employees and corporate officers
E.11 Delegation of authority granted to the Board of Management Against Against
Directors to allow the completion of a capital
increase reserved for employees with
cancellation of shareholders' preferential
subscription rights
E.12 Powers to carry out all legal formalities Management For For
L'OREAL S.A., PARIS
SECURITY F58149133 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 26-Apr-2013
ISIN FR0000120321 AGENDA 704331494 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
CMMT PLEASE NOTE IN THE FRENCH MARKET Non-Voting
THAT THE ONLY VALID VOTE OPTIONS ARE
"FOR"-AND "AGAINST" A VOTE OF "ABSTAIN"
WILL BE TREATED AS AN "AGAINST" VOTE.
CMMT THE FOLLOWING APPLIES TO NON- Non-Voting
RESIDENT SHAREOWNERS ONLY: PROXY
CARDS: VOTING-INSTRUCTIONS WILL BE
FORWARDED TO THE GLOBAL CUSTODIANS
ON THE VOTE DEADLINE-DATE. IN CAPACITY
AS REGISTERED INTERMEDIARY, THE
GLOBAL CUSTODIANS WILL SIGN-THE
PROXY CARDS AND FORWARD THEM TO
THE LOCAL CUSTODIAN. IF YOU REQUEST
MORE-INFORMATION, PLEASE CONTACT
YOUR CLIENT REPRESENTATIVE
CMMT PLEASE NOTE THAT IMPORTANT Non-Voting
ADDITIONAL MEETING INFORMATION IS
AVAILABLE BY-CLICKING ON THE MATERIAL
URL-LINK:https://balo.journal-
officiel.gouv.fr/pdf/2013/0318/201303181300730.
pdf. PLEASE NOTE THAT THIS IS A REVISION
DUE TO ADDITION OF URL LINK: https://balo.journal-
officiel.gouv.fr/pdf/2013/0405/201304051301045.
pdf. IF YOU HAVE ALREADY SENT IN YOUR
VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
O.1 Approval of the corporate financial statements for Management For For
the financial year 2012
O.2 Approval of the consolidated financial statements Management For For
for the financial year 2012
O.3 Allocation of income for the financial year 2012 Management For For
and setting the dividend
O.4 Appointment of Mrs. Virginie Morgon as Board Management For For
member
O.5 Renewal of term of Mrs. Francoise Bettencourt Management For For
Meyers as Board member
O.6 Renewal of term of Mr. Peter Brabeck-Letmathe Management For For
as Board member
O.7 Renewal of term of Mr. Louis Schweitzer as Management For For
Board member
O.8 Authorization for the Company to repurchase its Management For For
own shares
E.9 Delegation of authority to be granted to the Board Management For For
of Directors to increase capital either by issuing
ordinary shares while maintaining preferential
subscription rights, or by incorporating reserves,
profits, premiums or other amounts
E.10 Authorization granted to the Board of Directors to Management Against Against
carry out free allocations of shares existing
and/or to be issued carrying waiver by
shareholders of their preferential subscription
rights, to employees and corporate officers
E.11 Delegation of authority granted to the Board of Management Against Against
Directors to allow the completion of a capital
increase reserved for employees with
cancellation of shareholders' preferential
subscription rights
E.12 Powers to carry out all legal formalities Management For For
ABBOTT LABORATORIES
SECURITY 002824100 MEETING TYPE Annual
TICKER SYMBOL ABT MEETING DATE 26-Apr-2013
ISIN US0028241000 AGENDA 933743672 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 R.J. ALPERN For For
2 R.S. AUSTIN For For
3 S.E. BLOUNT For For
4 W.J. FARRELL For For
5 E.M. LIDDY For For
6 N. MCKINSTRY For For
7 P.N. NOVAKOVIC For For
8 W.A. OSBORN For For
9 S.C. SCOTT III For For
10 G.F. TILTON For For
11 M.D. WHITE For For
2. RATIFICATION OF DELOITTE & TOUCHE LLP Management For For
AS AUDITORS
3. SAY ON PAY - AN ADVISORY VOTE TO Management Abstain Against
APPROVE EXECUTIVE COMPENSATION
4. SHAREHOLDER PROPOSAL - GENETICALLY Shareholder Against For
MODIFIED INGREDIENTS
5. SHAREHOLDER PROPOSAL - LOBBYING Shareholder Against For
DISCLOSURE
6. SHAREHOLDER PROPOSAL - INDEPENDENT Shareholder Against For
BOARD CHAIR
7. SHAREHOLDER PROPOSAL - EQUITY Shareholder Against For
RETENTION AND HEDGING
8. SHAREHOLDER PROPOSAL - INCENTIVE Shareholder Against For
COMPENSATION
9. SHAREHOLDER PROPOSAL - ACCELERATED Shareholder Against For
VESTING OF AWARDS UPON CHANGE IN CONTROL
LUXOTTICA GROUP SPA, BELLUNO
SECURITY T6444Z110 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 29-Apr-2013
ISIN IT0001479374 AGENDA 704386261 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
CMMT PLEASE NOTE THAT THE ITALIAN Non-Voting
LANGUAGE AGENDA IS AVAILABLE BY
CLICKING ON THE-URL LINK:-
https://materials.proxyvote.com/Approved/99999
Z/19840101/NPS_159718.PDF
1 The approval of the Statutory Financial Management For For
Statements for the year ended December 31, 2012
2 The allocation of net income and the distribution Management For For
of dividends
3 The approval of the incentive compensation plan Management For For
'Performance Shares Plan 2013-2017' in
accordance with article 114-bis of Legislative
Decree no. 58/1998
4 An advisory vote on the first section of the Management For For
Company's Remuneration Report in accordance
with article 123-ter, paragraph 6 of Legislative
Decree no. 58/1998
PACCAR INC
SECURITY 693718108 MEETING TYPE Annual
TICKER SYMBOL PCAR MEETING DATE 29-Apr-2013
ISIN US6937181088 AGENDA 933742149 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A ELECTION OF DIRECTOR: ALISON J. Management For For
CARNWATH
1B ELECTION OF DIRECTOR: LUIZ KAUFMANN Management For For
1C ELECTION OF DIRECTOR: JOHN M. PIGOTT Management For For
1D ELECTION OF DIRECTOR: GREGORY M. E. Management For For
SPIERKEL
2 STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
THE ANNUAL ELECTION OF ALL DIRECTORS
3 STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
THE SUPERMAJORITY VOTE PROVISIONS
UNITED TECHNOLOGIES CORPORATION
SECURITY 913017109 MEETING TYPE Annual
TICKER SYMBOL UTX MEETING DATE 29-Apr-2013
ISIN US9130171096 AGENDA 933743684 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: LOUIS R. Management For For
CHENEVERT
1B. ELECTION OF DIRECTOR: JOHN V. FARACI Management For For
1C. ELECTION OF DIRECTOR: JEAN-PIERRE Management For For
GARNIER
1D. ELECTION OF DIRECTOR: JAMIE S. Management For For
GORELICK
1E. ELECTION OF DIRECTOR: EDWARD A. Management For For
KANGAS
1F. ELECTION OF DIRECTOR: ELLEN J. KULLMAN Management For For
1G. ELECTION OF DIRECTOR: MARSHALL O. Management For For
LARSEN
1H. ELECTION OF DIRECTOR: HAROLD MCGRAW III Management For For
1I. ELECTION OF DIRECTOR: RICHARD B. Management For For
MYERS
1J. ELECTION OF DIRECTOR: H. PATRICK Management For For
SWYGERT
1K. ELECTION OF DIRECTOR: ANDRE Management For For
VILLENEUVE
1L. ELECTION OF DIRECTOR: CHRISTINE TODD Management For For
WHITMAN
2. APPOINTMENT OF THE FIRM OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT AUDITOR FOR 2013.
3. ADVISORY VOTE TO APPROVE THE Management Abstain Against
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
INTERNATIONAL BUSINESS MACHINES CORP.
SECURITY 459200101 MEETING TYPE Annual
TICKER SYMBOL IBM MEETING DATE 30-Apr-2013
ISIN US4592001014 AGENDA 933744004 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: A.J.P. BELDA Management For For
1B. ELECTION OF DIRECTOR: W.R. BRODY Management For For
1C. ELECTION OF DIRECTOR: K.I. CHENAULT Management For For
1D. ELECTION OF DIRECTOR: M.L. ESKEW Management For For
1E. ELECTION OF DIRECTOR: D.N. FARR Management For For
1F. ELECTION OF DIRECTOR: S.A. JACKSON Management For For
1G. ELECTION OF DIRECTOR: A.N. LIVERIS Management For For
1H. ELECTION OF DIRECTOR: W.J. MCNERNEY, JR. Management For For
1I. ELECTION OF DIRECTOR: J.W. OWENS Management For For
1J. ELECTION OF DIRECTOR: V.M. ROMETTY Management For For
1K. ELECTION OF DIRECTOR: J.E. SPERO Management For For
1L. ELECTION OF DIRECTOR: S. TAUREL Management For For
1M. ELECTION OF DIRECTOR: L.H. ZAMBRANO Management For For
2. RATIFICATION OF APPOINTMENT OF Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PAGE 71)
3. ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION (PAGE 72)
4. STOCKHOLDER PROPOSAL FOR Shareholder Against For
DISCLOSURE OF LOBBYING POLICIES AND PRACTICES (PAGE 73)
5. STOCKHOLDER PROPOSAL ON THE RIGHT Shareholder Against For
TO ACT BY WRITTEN CONSENT (PAGE 74)
6. STOCKHOLDER PROPOSAL ON Shareholder Against For
INDEPENDENT BOARD CHAIR (PAGE 75)
7. STOCKHOLDER PROPOSAL FOR Shareholder Against For
EXECUTIVES TO RETAIN SIGNIFICANT STOCK (PAGE 76)
ALLERGAN, INC.
SECURITY 018490102 MEETING TYPE Annual
TICKER SYMBOL AGN MEETING DATE 30-Apr-2013
ISIN US0184901025 AGENDA 933747618 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A ELECTION OF DIRECTOR: DAVID E.I. PYOTT Management For For
1B ELECTION OF DIRECTOR: MICHAEL R. Management For For
GALLAGHER
1C ELECTION OF DIRECTOR: DEBORAH Management For For
DUNSIRE, M.D.
1D ELECTION OF DIRECTOR: DAWN HUDSON Management For For
1E ELECTION OF DIRECTOR: TREVOR M. Management For For
JONES, PH.D.
1F ELECTION OF DIRECTOR: LOUIS J. LAVIGNE, JR. Management For For
1G ELECTION OF DIRECTOR: PETER J. Management For For
MCDONNELL, M.D.
1H ELECTION OF DIRECTOR: TIMOTHY D. Management For For
PROCTOR
1I ELECTION OF DIRECTOR: RUSSELL T. RAY Management For For
2 RATIFICATION OF THE APPOINTMENT OF Management For For
ERNST & YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
3 ADVISORY VOTE ON THE COMPENSATION Management Abstain Against
OF OUR NAMED EXECUTIVE OFFICERS
4 APPROVE THE AMENDMENT AND Management For For
RESTATEMENT OF OUR AMENDED AND
RESTATED CERTIFICATE OF INCORPORATION
5.1 STOCKHOLDER PROPOSAL #1 - RIGHT TO Shareholder Against For
ACT BY WRITTEN CONSENT
5.2 STOCKHOLDER PROPOSAL #2 - Shareholder Against For
DISCLOSURE OF LOBBYING PRACTICES
MEAD JOHNSON NUTRITION COMPANY
SECURITY 582839106 MEETING TYPE Annual
TICKER SYMBOL MJN MEETING DATE 30-Apr-2013
ISIN US5828391061 AGENDA 933755362 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: STEVEN M. Management For For
ALTSCHULER, M.D.
1B. ELECTION OF DIRECTOR: HOWARD B. Management For For
BERNICK
1C. ELECTION OF DIRECTOR: KIMBERLY A. Management For For
CASIANO
1D. ELECTION OF DIRECTOR: ANNA C. Management For For
CATALANO
1E. ELECTION OF DIRECTOR: CELESTE A. Management For For
CLARK, PH.D.
1F. ELECTION OF DIRECTOR: JAMES M. Management For For
CORNELIUS
1G. ELECTION OF DIRECTOR: STEPHEN W. Management For For
GOLSBY
1H. ELECTION OF DIRECTOR: PETER KASPER Management For For
JAKOBSEN
1I. ELECTION OF DIRECTOR: PETER G. Management For For
RATCLIFFE
1J. ELECTION OF DIRECTOR: ELLIOTT SIGAL, Management For For
M.D., PH.D.
1K. ELECTION OF DIRECTOR: ROBERT S. Management For For
SINGER
2. ADVISORY APPROVAL OF NAMED Management Abstain Against
EXECUTIVE OFFICER COMPENSATION
3. THE RATIFICATION OF THE APPOINTMENT Management For For
OF DELOITTE & TOUCHE LLP AS OUR
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013
PEPSICO, INC.
SECURITY 713448108 MEETING TYPE Annual
TICKER SYMBOL PEP MEETING DATE 01-May-2013
ISIN US7134481081 AGENDA 933748521 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: S.L. BROWN Management For For
1B. ELECTION OF DIRECTOR: G.W. BUCKLEY Management For For
1C. ELECTION OF DIRECTOR: I.M. COOK Management For For
1D. ELECTION OF DIRECTOR: D. DUBLON Management For For
1E. ELECTION OF DIRECTOR: V.J. DZAU Management For For
1F. ELECTION OF DIRECTOR: R.L. HUNT Management For For
1G. ELECTION OF DIRECTOR: A. IBARGUEN Management For For
1H. ELECTION OF DIRECTOR: I.K. NOOYI Management For For
1I. ELECTION OF DIRECTOR: S.P. Management For For
ROCKEFELLER
1J. ELECTION OF DIRECTOR: J.J. SCHIRO Management For For
1K. ELECTION OF DIRECTOR: L.G. TROTTER Management For For
1L. ELECTION OF DIRECTOR: D. VASELLA Management For For
1M. ELECTION OF DIRECTOR: A. WEISSER Management For For
2. RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS FOR FISCAL YEAR 2013.
3. ADVISORY RESOLUTION TO APPROVE Management Abstain Against
EXECUTIVE COMPENSATION.
EMC CORPORATION
SECURITY 268648102 MEETING TYPE Annual
TICKER SYMBOL EMC MEETING DATE 01-May-2013
ISIN US2686481027 AGENDA 933748747 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: MICHAEL W. Management For For
BROWN
1B. ELECTION OF DIRECTOR: RANDOLPH L. Management For For
COWEN
1C. ELECTION OF DIRECTOR: GAIL DEEGAN Management For For
1D. ELECTION OF DIRECTOR: JAMES S. Management For For
DISTASIO
1E. ELECTION OF DIRECTOR: JOHN R. EGAN Management For For
1F. ELECTION OF DIRECTOR: EDMUND F. KELLY Management For For
1G. ELECTION OF DIRECTOR: JAMI MISCIK Management For For
1H. ELECTION OF DIRECTOR: WINDLE B. PRIEM Management For For
1I. ELECTION OF DIRECTOR: PAUL SAGAN Management For For
1J. ELECTION OF DIRECTOR: DAVID N. STROHM Management For For
1K. ELECTION OF DIRECTOR: JOSEPH M. TUCCI Management For For
2. RATIFICATION OF THE SELECTION BY THE Management For For
AUDIT COMMITTEE OF
PRICEWATERHOUSECOOPERS LLP AS
EMC'S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2013,
AS DESCRIBED IN EMC'S PROXY STATEMENT.
3. ADVISORY APPROVAL OF OUR EXECUTIVE Management Abstain Against
COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT.
4. APPROVAL OF THE EMC CORPORATION Management For For
AMENDED AND RESTATED 2003 STOCK
PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT.
5. APPROVAL OF THE EMC CORPORATION Management For For
AMENDED AND RESTATED 1989 EMPLOYEE
STOCK PURCHASE PLAN, AS DESCRIBED IN EMC'S PROXY STATEMENT.
6. APPROVAL OF AMENDMENTS TO EMC'S Management For For
ARTICLES OF ORGANIZATION AND BYLAWS
TO ALLOW SHAREHOLDERS TO ACT BY
WRITTEN CONSENT BY LESS THAN
UNANIMOUS APPROVAL, AS DESCRIBED IN EMC'S PROXY STATEMENT.
7. TO ACT UPON A SHAREHOLDER PROPOSAL Shareholder Against For
RELATING TO POLITICAL CONTRIBUTIONS,
AS DESCRIBED IN EMC'S PROXY STATEMENT.
CABOT OIL & GAS CORPORATION
SECURITY 127097103 MEETING TYPE Annual
TICKER SYMBOL COG MEETING DATE 02-May-2013
ISIN US1270971039 AGENDA 933746046 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A ELECTION OF DIRECTOR: ROBERT L. KEISER Management For For
1B ELECTION OF DIRECTOR: W. MATT RALLS Management For For
2 TO RATIFY THE APPOINTMENT OF THE FIRM Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE COMPANY FOR
ITS 2013 FISCAL YEAR.
3 TO APPROVE, BY NON-BINDING ADVISORY Management Abstain Against
VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
4 TO CONSIDER A STOCKHOLDER PROPOSAL Shareholder Against For
TO ELIMINATE ACCELERATED VESTING OF
OUR SENIOR EXECUTIVES' EQUITY AWARDS
IN THE EVENT OF A CHANGE IN CONTROL.
VERIZON COMMUNICATIONS INC.
SECURITY 92343V104 MEETING TYPE Annual
TICKER SYMBOL VZ MEETING DATE 02-May-2013
ISIN US92343V1044 AGENDA 933747872 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A ELECTION OF DIRECTOR: RICHARD L. Management For For
CARRION
1B ELECTION OF DIRECTOR: MELANIE L. Management For For
HEALEY
1C ELECTION OF DIRECTOR: M. FRANCES Management For For
KEETH
1D ELECTION OF DIRECTOR: ROBERT W. LANE Management For For
1E ELECTION OF DIRECTOR: LOWELL C. Management For For
MCADAM
1F ELECTION OF DIRECTOR: SANDRA O. Management For For
MOOSE
1G ELECTION OF DIRECTOR: JOSEPH Management For For
NEUBAUER
1H ELECTION OF DIRECTOR: DONALD T. Management For For
NICOLAISEN
1I ELECTION OF DIRECTOR: CLARENCE OTIS, JR. Management For For
1J ELECTION OF DIRECTOR: HUGH B. PRICE Management For For
1K ELECTION OF DIRECTOR: RODNEY E. Management For For
SLATER
1L ELECTION OF DIRECTOR: KATHRYN A. Management For For
TESIJA
1M ELECTION OF DIRECTOR: GREGORY D. Management For For
WASSON
02 RATIFICATION OF APPOINTMENT OF Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
03 ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
COMPENSATION
04 APPROVAL OF LONG-TERM INCENTIVE PLAN Management For For
05 NETWORK NEUTRALITY Shareholder Against For
06 LOBBYING ACTIVITIES Shareholder Against For
07 PROXY ACCESS BYLAWS Shareholder Against For
08 SEVERANCE APPROVAL POLICY Shareholder Against For
09 SHAREHOLDER RIGHT TO CALL A SPECIAL Shareholder Against For
MEETING
10 SHAREHOLDER RIGHT TO ACT BY WRITTEN Shareholder Against For
CONSENT
DIRECTV
SECURITY 25490A309 MEETING TYPE Annual
TICKER SYMBOL DTV MEETING DATE 02-May-2013
ISIN US25490A3095 AGENDA 933751910 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: NEIL AUSTRIAN Management For For
1B. ELECTION OF DIRECTOR: RALPH BOYD, JR. Management For For
1C. ELECTION OF DIRECTOR: ABELARDO BRU Management For For
1D. ELECTION OF DIRECTOR: DAVID DILLON Management For For
1E. ELECTION OF DIRECTOR: SAMUEL DIPIAZZA, JR. Management For For
1F. ELECTION OF DIRECTOR: DIXON DOLL Management For For
1G. ELECTION OF DIRECTOR: CHARLES LEE Management For For
1H. ELECTION OF DIRECTOR: PETER LUND Management For For
1I. ELECTION OF DIRECTOR: NANCY NEWCOMB Management For For
1J. ELECTION OF DIRECTOR: LORRIE Management For For
NORRINGTON
1K. ELECTION OF DIRECTOR: MICHAEL WHITE Management For For
2. TO RATIFY THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR DIRECTV FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2013.
3. AN ADVISORY VOTE TO APPROVE Management Abstain Against
COMPENSATION OF OUR NAMED EXECUTIVES.
4. SHAREHOLDER PROPOSAL TO PROHIBIT Shareholder Against For
ACCELERATED VESTING OF EQUITY
AWARDS UPON A CHANGE IN CONTROL.
5. SHAREHOLDER PROPOSAL TO REQUIRE Shareholder Against For
THAT AN INDEPENDENT BOARD MEMBER BE
THE CHAIRMAN OF THE COMPANY.
6. SHAREHOLDER PROPOSAL TO GRANT A Shareholder Against For
RIGHT TO SHAREHOLDERS TO ACT BY WRITTEN CONSENT.
EOG RESOURCES, INC.
SECURITY 26875P101 MEETING TYPE Annual
TICKER SYMBOL EOG MEETING DATE 02-May-2013
ISIN US26875P1012 AGENDA 933763054 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: CHARLES R. Management For For
CRISP
1B. ELECTION OF DIRECTOR: JAMES C. DAY Management For For
1C. ELECTION OF DIRECTOR: MARK G. PAPA Management For For
1D. ELECTION OF DIRECTOR: H. LEIGHTON Management For For
STEWARD
1E. ELECTION OF DIRECTOR: DONALD F. Management For For
TEXTOR
1F. ELECTION OF DIRECTOR: WILLIAM R. Management For For
THOMAS
1G. ELECTION OF DIRECTOR: FRANK G. WISNER Management For For
2. TO RATIFY THE APPOINTMENT BY THE Management For For
AUDIT 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, 2013.
3. TO APPROVE THE AMENDED AND Management Against Against
RESTATED EOG RESOURCES, INC. 2008
OMNIBUS EQUITY COMPENSATION PLAN.
4. TO APPROVE, BY NON-BINDING VOTE, THE Management Abstain Against
COMPENSATION OF THE COMPANY'S
NAMED EXECUTIVE OFFICERS.
SANOFI
SECURITY 80105N105 MEETING TYPE Annual
TICKER SYMBOL SNY MEETING DATE 03-May-2013
ISIN US80105N1054 AGENDA 933783753 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
O1 APPROVAL OF THE INDIVIDUAL COMPANY Management For For
FINANCIAL STATEMENTS FOR THE YEAR
ENDED DECEMBER 31, 2012
O2 APPROVAL OF THE CONSOLIDATED Management For For
FINANCIAL STATEMENTS FOR THE YEAR
ENDED DECEMBER 31, 2012
O3 APPROPRIATION OF PROFITS, Management For For
DECLARATION OF DIVIDEND
O4 APPOINTMENT OF A DIRECTOR (FABIENNE Management For For
LECORVAISIER)
O5 AUTHORIZATION TO THE BOARD OF Management For For
DIRECTORS TO CARRY OUT TRANSACTIONS
IN SHARES ISSUED BY THE COMPANY
E6 DELEGATION TO THE BOARD OF Management For For
DIRECTORS OF AUTHORITY TO DECIDE THE
ISSUANCE, WITH PREEMPTIVE RIGHTS
MAINTAINED, OF SHARES AND/OR
SECURITIES GIVING ACCESS TO THE
COMPANY'S CAPITAL AND/OR SECURITIES
GIVING ENTITLEMENT TO THE ALLOTMENT
OF DEBT INSTRUMENTS
E7 DELEGATION TO THE BOARD OF Management Against Against
DIRECTORS OF AUTHORITY TO DECIDE THE
ISSUANCE, WITH PREEMPTIVE RIGHT BEING
CANCELLED, OF SHARES AND/OR
SECURITIES GIVING ACCESS TO THE
COMPANY'S CAPITAL AND/OR SECURITIES
GIVING ENTITLEMENT TO THE ALLOTMENT
OF DEBT INSTRUMENTS BY PUBLIC OFFERING
E8 POSSIBILITY OF ISSUING, WITHOUT Management Against Against
PREEMPTIVE RIGHT, SHARES OR
SECURITIES GIVING ACCESS TO THE
COMPANY'S CAPITAL AS CONSIDERATION
FOR ASSETS TRANSFERRED TO THE
COMPANY AS A CAPITAL CONTRIBUTION IN
KIND IN THE FORM OF SHARES OR
SECURITIES GIVING ACCESS TO THE
CAPITAL OF ANOTHER COMPANY
E9 DELEGATION TO THE BOARD OF Management Against Against
DIRECTORS OF AUTHORITY TO INCREASE
THE NUMBER OF SHARES TO BE ISSUED IN
THE EVENT OF A CAPITAL INCREASE WITH
OR WITHOUT PREEMPTIVE RIGHTS
E10 DELEGATION TO THE BOARD OF Management For For
DIRECTORS OF AUTHORITY TO DECIDE TO
CARRY OUT INCREASES IN THE SHARE
CAPITAL BY INCORPORATION OF SHARE
PREMIUM, RESERVES, PROFITS OR OTHER ITEMS
E11 DELEGATION TO THE BOARD OF Management Against Against
DIRECTORS OF AUTHORITY TO DECIDE THE
ISSUANCE OF SHARES OR SECURITIES
GIVING ACCESS TO THE COMPANY'S
CAPITAL RESERVED FOR MEMBERS OF
SAVINGS PLANS, WITH WAIVER OF
PREEMPTIVE RIGHT IN THEIR FAVOR
E12 DELEGATION TO THE BOARD OF Management Against Against
DIRECTORS OF AUTHORITY TO ALLOT,
WITHOUT PREEMPTIVE RIGHT, EXISTING OR
NEW RESTRICTED SHARES IN FULL OR
PARTIAL SUBSTITUTION FOR THE DISCOUNT
TO A CAPITAL INCREASE RESERVED FOR
SALARIED EMPLOYEES
E13 DELEGATION TO THE BOARD OF Management Against Against
DIRECTORS OF AUTHORITY TO GRANT,
WITHOUT PREEMPTIVE RIGHT, OPTIONS TO
SUBSCRIBE FOR OR PURCHASE SHARES
E14 AUTHORIZATION TO THE BOARD OF Management For For
DIRECTORS TO REDUCE THE SHARE
CAPITAL BY CANCELLATION OF TREASURY SHARES
E15 POWERS FOR FORMALITIES Management For For
NIELSEN HOLDINGS N.V.
SECURITY N63218106 MEETING TYPE Annual
TICKER SYMBOL NLSN MEETING DATE 07-May-2013
ISIN NL0009538479 AGENDA 933792904 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1. TO (A) ADOPT OUR DUTCH STATUTORY Management For For
ANNUAL ACCOUNTS FOR THE YEAR ENDED
DECEMBER 31, 2012 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 DECEMBER
31, 2013, IN THE ENGLISH LANGUAGE.
2. TO DISCHARGE THE MEMBERS OF THE Management For For
BOARD OF DIRECTORS FROM LIABILITY
PURSUANT TO DUTCH LAW IN RESPECT OF
THE EXERCISE OF THEIR DUTIES DURING
THE YEAR ENDED DECEMBER 31, 2012.
3A. ELECTION OF EXECUTIVE DIRECTOR: DAVID Management For For
L. CALHOUN
3B. ELECTION OF NON-EXECUTIVE DIRECTOR: Management For For
JAMES A. ATTWOOD, JR.
3C. ELECTION OF NON-EXECUTIVE DIRECTOR: Management For For
RICHARD J. BRESSLER
3D. ELECTION OF NON-EXECUTIVE DIRECTOR: Management For For
PATRICK HEALY
3E. ELECTION OF NON-EXECUTIVE DIRECTOR: Management For For
KAREN M. HOGUET
3F. ELECTION OF NON-EXECUTIVE DIRECTOR: Management For For
JAMES M. KILTS
3G. ELECTION OF NON-EXECUTIVE DIRECTOR: Management For For
ALEXANDER NAVAB
3H. ELECTION OF NON-EXECUTIVE DIRECTOR: Management For For
ROBERT POZEN
3I. ELECTION OF NON-EXECUTIVE DIRECTOR: Management For For
VIVEK RANADIVE
3J. ELECTION OF NON-EXECUTIVE DIRECTOR: Management For For
ROBERT REID
3K. ELECTION OF NON-EXECUTIVE DIRECTOR: Management For For
JAVIER G. TERUEL
4. TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE YEAR ENDING DECEMBER 31, 2013.
5. TO APPOINT ERNST & YOUNG Management For For
ACCOUNTANTS LLP AS OUR AUDITOR WHO
WILL AUDIT OUR DUTCH STATUTORY
ANNUAL ACCOUNTS FOR THE YEAR ENDING
DECEMBER 31, 2013.
6. TO APPROVE THE AMENDED AND Management For For
RESTATED NIELSEN HOLDINGS 2010 STOCK
INCENTIVE PLAN.
7. TO APPROVE THE EXTENSION OF THE Management For For
AUTHORITY OF THE BOARD OF DIRECTORS
TO REPURCHASE UP TO 10% OF OUR
ISSUED SHARE CAPITAL UNTIL NOVEMBER
7, 2014 ON THE OPEN MARKET, THROUGH
PRIVATELY NEGOTIATED TRANSACTIONS
OR IN ONE OR MORE SELF TENDER OFFERS
FOR A PRICE PER SHARE NOT LESS THAN
THE NOMINAL VALUE OF A SHARE AND NOT
HIGHER THAN 110% OF THE MOST
RECENTLY AVAILABLE PRICE OF A SHARE
ON ANY SECURITIES EXCHANGE WHERE
OUR SHARES ARE TRADED.
8. TO APPROVE, IN A NON-BINDING, ADVISORY Management Abstain Against
VOTE, THE COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS AS DISCLOSED IN
THE PROXY STATEMENT PURSUANT TO THE
RULES OF THE SECURITIES AND EXCHANGE COMMISSION.
PHILIP MORRIS INTERNATIONAL INC.
SECURITY 718172109 MEETING TYPE Annual
TICKER SYMBOL PM MEETING DATE 08-May-2013
ISIN US7181721090 AGENDA 933754182 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: HAROLD BROWN Management For For
1B. ELECTION OF DIRECTOR: MATHIS Management For For
CABIALLAVETTA
1C. ELECTION OF DIRECTOR: ANDRE Management For For
CALANTZOPOULOS
1D. ELECTION OF DIRECTOR: LOUIS C. Management For For
CAMILLERI
1E. ELECTION OF DIRECTOR: J. DUDLEY Management For For
FISHBURN
1F. ELECTION OF DIRECTOR: JENNIFER LI Management For For
1G. ELECTION OF DIRECTOR: GRAHAM MACKAY Management For For
1H. ELECTION OF DIRECTOR: SERGIO Management For For
MARCHIONNE
1I. ELECTION OF DIRECTOR: KALPANA Management For For
MORPARIA
1J. ELECTION OF DIRECTOR: LUCIO A. NOTO Management For For
1K. ELECTION OF DIRECTOR: ROBERT B. POLET Management For For
1L. ELECTION OF DIRECTOR: CARLOS SLIM Management For For
HELU
1M. ELECTION OF DIRECTOR: STEPHEN M. Management For For
WOLF
2. RATIFICATION OF THE SELECTION OF Management For For
INDEPENDENT AUDITORS
3. ADVISORY RESOLUTION APPROVING Management Abstain Against
EXECUTIVE COMPENSATION
BANK OF AMERICA CORPORATION
SECURITY 060505104 MEETING TYPE Annual
TICKER SYMBOL BAC MEETING DATE 08-May-2013
ISIN US0605051046 AGENDA 933759017 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: SHARON L. ALLEN Management For For
1B. ELECTION OF DIRECTOR: SUSAN S. BIES Management For For
1C. ELECTION OF DIRECTOR: JACK O. Management For For
BOVENDER, JR.
1D. ELECTION OF DIRECTOR: FRANK P. Management For For
BRAMBLE, SR.
1E. ELECTION OF DIRECTOR: ARNOLD W. Management For For
DONALD
1F. ELECTION OF DIRECTOR: CHARLES K. Management For For
GIFFORD
1G. ELECTION OF DIRECTOR: CHARLES O. Management For For
HOLLIDAY, JR.
1H. ELECTION OF DIRECTOR: LINDA P. HUDSON Management For For
1I. ELECTION OF DIRECTOR: MONICA C. Management For For
LOZANO
1J. ELECTION OF DIRECTOR: THOMAS J. MAY Management For For
1K. ELECTION OF DIRECTOR: BRIAN T. Management For For
MOYNIHAN
1L. ELECTION OF DIRECTOR: LIONEL L. Management For For
NOWELL, III
1M. ELECTION OF DIRECTOR: R. DAVID YOST Management For For
2. AN ADVISORY (NON-BINDING) VOTE TO Management Abstain Against
APPROVE EXECUTIVE COMPENSATION (SAY ON PAY).
3. RATIFICATION OF THE APPOINTMENT OF Management For For
THE REGISTERED INDEPENDENT PUBLIC
ACCOUNTING FIRM FOR 2013.
4. STOCKHOLDER PROPOSAL - REPORT ON Shareholder Against For
POLITICAL CONTRIBUTIONS.
5. STOCKHOLDER PROPOSAL - PROXY Shareholder Against For
ACCESS.
6. STOCKHOLDER PROPOSAL - MULTIPLE Shareholder Against For
BOARD SERVICE.
7. STOCKHOLDER PROPOSAL - POLITICAL Shareholder Against For
CONTRIBUTIONS.
8. STOCKHOLDER PROPOSAL - MORTGAGE Shareholder Against For
SERVICING.
GILEAD SCIENCES, INC.
SECURITY 375558103 MEETING TYPE Annual
TICKER SYMBOL GILD MEETING DATE 08-May-2013
ISIN US3755581036 AGENDA 933759031 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 JOHN F. COGAN For For
2 ETIENNE F. DAVIGNON For For
3 CARLA A. HILLS For For
4 KEVIN E. LOFTON For For
5 JOHN W. MADIGAN For For
6 JOHN C. MARTIN For For
7 NICHOLAS G. MOORE For For
8 RICHARD J. WHITLEY For For
9 GAYLE E. WILSON For For
10 PER WOLD-OLSEN For For
2. TO RATIFY THE SELECTION OF ERNST & Management For For
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, 2013.
3. TO APPROVE A RESTATEMENT OF GILEAD Management For For
SCIENCES, INC.'S 2004 EQUITY INCENTIVE PLAN.
4. TO APPROVE AN AMENDMENT TO GILEAD'S Management For For
RESTATED CERTIFICATE OF INCORPORATION.
5. TO APPROVE, ON THE ADVISORY BASIS, Management Abstain Against
THE COMPENSATION OF GILEAD'S NAMED
EXECUTIVE OFFICERS AS PRESENTED IN THE PROXY STATEMENT.
6. TO VOTE ON A STOCKHOLDER PROPOSAL Shareholder Against For
REQUESTING THAT THE BOARD ADOPT A
POLICY THAT THE CHAIRMAN OF THE
BOARD OF DIRECTORS BE AN
INDEPENDENT DIRECTOR, IF PROPERLY
PRESENTED AT THE MEETING.
7. TO VOTE ON A STOCKHOLDER PROPOSAL Shareholder Against For
REQUESTING THAT THE BOARD TAKE
STEPS TO PERMIT STOCKHOLDER ACTION
BY WRITTEN CONSENT, IF PROPERLY
PRESENTED AT THE MEETING.
EXPRESS SCRIPTS HOLDING COMPANY
SECURITY 30219G108 MEETING TYPE Annual
TICKER SYMBOL ESRX MEETING DATE 09-May-2013
ISIN US30219G1085 AGENDA 933758306 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: GARY G. BENANAV Management For For
1B. ELECTION OF DIRECTOR: MAURA C. BREEN Management For For
1C. ELECTION OF DIRECTOR: WILLIAM J. Management For For
DELANEY
1D. ELECTION OF DIRECTOR: NICHOLAS J. Management For For
LAHOWCHIC
1E. ELECTION OF DIRECTOR: THOMAS P. MAC Management For For
MAHON
1F. ELECTION OF DIRECTOR: FRANK Management For For
MERGENTHALER
1G. ELECTION OF DIRECTOR: WOODROW A. Management For For
MYERS, JR., MD
1H. ELECTION OF DIRECTOR: JOHN O. PARKER, JR. Management For For
1I. ELECTION OF DIRECTOR: GEORGE PAZ Management For For
1J. ELECTION OF DIRECTOR: WILLIAM L. Management For For
ROPER, MD, MPH
1K. ELECTION OF DIRECTOR: SAMUEL K. Management For For
SKINNER
1L. ELECTION OF DIRECTOR: SEYMOUR Management For For
STERNBERG
2. TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS.
3. TO APPROVE, BY NON-BINDING VOTE, Management Abstain Against
EXECUTIVE COMPENSATION.
COLGATE-PALMOLIVE COMPANY
SECURITY 194162103 MEETING TYPE Annual
TICKER SYMBOL CL MEETING DATE 10-May-2013
ISIN US1941621039 AGENDA 933756477 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A ELECTION OF DIRECTOR: NIKESH ARORA Management For For
1B ELECTION OF DIRECTOR: JOHN T. CAHILL Management For For
1C ELECTION OF DIRECTOR: IAN COOK Management For For
1D ELECTION OF DIRECTOR: HELENE D. GAYLE Management For For
1E ELECTION OF DIRECTOR: ELLEN M. Management For For
HANCOCK
1F ELECTION OF DIRECTOR: JOSEPH JIMENEZ Management For For
1G ELECTION OF DIRECTOR: RICHARD J. Management For For
KOGAN
1H ELECTION OF DIRECTOR: DELANO E. LEWIS Management For For
1I ELECTION OF DIRECTOR: J. PEDRO Management For For
REINHARD
1J ELECTION OF DIRECTOR: STEPHEN I. Management For For
SADOVE
2. RATIFY SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
COLGATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
3. ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
4. APPROVE THE COLGATE-PALMOLIVE Management Against Against
COMPANY 2013 INCENTIVE COMPENSATION PLAN.
5. STOCKHOLDER PROPOSAL ON EXECUTIVE Shareholder Against For
STOCK RETENTION REQUIREMENT.
CUMMINS INC.
SECURITY 231021106 MEETING TYPE Annual
TICKER SYMBOL CMI MEETING DATE 14-May-2013
ISIN US2310211063 AGENDA 933753382 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1. ELECTION OF DIRECTOR: N. THOMAS Management For For
LINEBARGER
2. ELECTION OF DIRECTOR: WILLIAM I. MILLER Management For For
3. ELECTION OF DIRECTOR: ALEXIS M. Management For For
HERMAN
4. ELECTION OF DIRECTOR: GEORGIA R. Management For For
NELSON
5. ELECTION OF DIRECTOR: CARL WARE Management For For
6. ELECTION OF DIRECTOR: ROBERT K. Management For For
HERDMAN
7. ELECTION OF DIRECTOR: ROBERT J. Management For For
BERNHARD
8. ELECTION OF DIRECTOR: DR. FRANKLIN R. Management For For
CHANG DIAZ
9. ELECTION OF DIRECTOR: STEPHEN B. Management For For
DOBBS
10. ADVISORY VOTE TO APPROVE THE Management Abstain Against
COMPENSATION OF THE NAMED EXECUTIVE
OFFICERS AS DISCLOSED IN THE PROXY STATEMENT.
11. PROPOSAL TO RATIFY THE APPOINTMENT Management For For
OF PRICEWATERHOUSECOOPERS LLP AS AUDITORS FOR 2013.
12. SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
INDEPENDENT BOARD CHAIR.
NORDSTROM, INC.
SECURITY 655664100 MEETING TYPE Annual
TICKER SYMBOL JWN MEETING DATE 14-May-2013
ISIN US6556641008 AGENDA 933764955 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: PHYLLIS J. Management For For
CAMPBELL
1B. ELECTION OF DIRECTOR: MICHELLE M. Management For For
EBANKS
1C. ELECTION OF DIRECTOR: ENRIQUE Management For For
HERNANDEZ, JR.
1D. ELECTION OF DIRECTOR: ROBERT G. Management For For
MILLER
1E. ELECTION OF DIRECTOR: BLAKE W. Management For For
NORDSTROM
1F. ELECTION OF DIRECTOR: ERIK B. Management For For
NORDSTROM
1G. ELECTION OF DIRECTOR: PETER E. Management For For
NORDSTROM
1H. ELECTION OF DIRECTOR: PHILIP G. SATRE Management For For
1I. ELECTION OF DIRECTOR: B. KEVIN TURNER Management For For
1J. ELECTION OF DIRECTOR: ROBERT D. Management For For
WALTER
1K. ELECTION OF DIRECTOR: ALISON A. WINTER Management For For
2. RATIFICATION OF THE APPOINTMENT OF Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
3. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
COMPENSATION.
4. APPROVAL OF AN AMENDMENT TO THE Management Against Against
NORDSTROM, INC. 2010 EQUITY INCENTIVE PLAN.
DISCOVERY COMMUNICATIONS, INC.
SECURITY 25470F104 MEETING TYPE Annual
TICKER SYMBOL DISCA MEETING TYPE 14-May-2
ISIN US25470F1049 AGENDA 933766721 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 PAUL A. GOULD For For
2 JOHN S. HENDRICKS For For
3 M. LAVOY ROBISON For For
2. RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
DISCOVERY COMMUNICATIONS, INC.'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2013.
3. APPROVAL OF THE 2013 STOCK INCENTIVE Management Against Against
PLAN.
MORGAN STANLEY
SECURITY 617446448 MEETING TYPE Annual
TICKER SYMBOL MS MEETING DATE 14-May-2013
ISIN US6174464486 AGENDA 933767228 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: ERSKINE B. Management For For
BOWLES
1B. ELECTION OF DIRECTOR: HOWARD J. Management For For
DAVIES
1C. ELECTION OF DIRECTOR: THOMAS H. Management For For
GLOCER
1D. ELECTION OF DIRECTOR: JAMES P. Management For For
GORMAN
1E. ELECTION OF DIRECTOR: ROBERT H. HERZ Management For For
1F. ELECTION OF DIRECTOR: C. ROBERT Management For For
KIDDER
1G. ELECTION OF DIRECTOR: KLAUS KLEINFELD Management For For
1H. ELECTION OF DIRECTOR: DONALD T. Management For For
NICOLAISEN
1I. ELECTION OF DIRECTOR: HUTHAM S. Management For For
OLAYAN
1J. ELECTION OF DIRECTOR: JAMES W. OWENS Management For For
1K. ELECTION OF DIRECTOR: O. GRIFFITH Management For For
SEXTON
1L. ELECTION OF DIRECTOR: RYOSUKE Management For For
TAMAKOSHI
1M. ELECTION OF DIRECTOR: MASAAKI TANAKA Management For For
1N. ELECTION OF DIRECTOR: LAURA D. TYSON Management For For
2. TO RATIFY THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS INDEPENDENT AUDITOR
3. TO APPROVE THE COMPENSATION OF Management Abstain Against
EXECUTIVES AS DISCLOSED IN THE PROXY
STATEMENT (NON-BINDING ADVISORY RESOLUTION)
4. TO AMEND THE 2007 EQUITY INCENTIVE Management Against Against
COMPENSATION PLAN TO INCREASE
SHARES AVAILABLE FOR GRANT
5. TO AMEND THE 2007 EQUITY INCENTIVE Management For For
COMPENSATION PLAN TO PROVIDE FOR
QUALIFYING PERFORMANCE-BASED LONG-
TERM INCENTIVE AWARDS UNDER SECTION 162(M)
6. TO AMEND THE SECTION 162(M) Management For For
PERFORMANCE FORMULA GOVERNING
ANNUAL INCENTIVE COMPENSATION FOR
CERTAIN OFFICERS
UNILEVER N.V.
SECURITY 904784709 MEETING TYPE Annual
TICKER SYMBOL UN MEETING DATE 15-May-2013
ISIN US9047847093 AGENDA 933776253 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
2. TO ADOPT THE ANNUAL ACCOUNTS AND Management For For
APPROPRIATION OF THE PROFIT FOR THE
2012 FINANCIAL YEAR.
3. TO DISCHARGE THE EXECUTIVE Management For For
DIRECTORS IN OFFICE IN THE 2012
FINANCIAL YEAR FOR THE FULFILMENT OF THEIR TASK.
4. TO DISCHARGE THE NON-EXECUTIVE Management For For
DIRECTORS IN OFFICE IN THE 2012
FINANCIAL YEAR FOR THE FULFILMENT OF THEIR TASK.
5. TO RE-APPOINT MR P G J M POLMAN AS AN Management For For
EXECUTIVE DIRECTOR.
6. TO RE-APPOINT MR R J-M S HUET AS AN Management For For
EXECUTIVE DIRECTOR.
7. TO RE-APPOINT PROFESSOR L O FRESCO Management For For
AS A NON-EXECUTIVE DIRECTOR.
8. TO RE-APPOINT MS A M FUDGE AS A NON- Management For For
EXECUTIVE DIRECTOR.
9. TO RE-APPOINT MR C E GOLDEN AS A NON- Management For For
EXECUTIVE DIRECTOR.
10. TO RE-APPOINT DR B E GROTE AS A NON- Management For For
EXECUTIVE DIRECTOR.
11. TO RE-APPOINT MS H NYASULU AS A NON- Management For For
EXECUTIVE DIRECTOR.
12. TO RE-APPOINT THE RT HON SIR MALCOLM Management For For
RIFKIND MP AS A NON-EXECUTIVE
DIRECTOR.
13. TO RE-APPOINT MR K J STORM AS A NON- Management For For
EXECUTIVE DIRECTOR.
14. TO RE-APPOINT MR M TRESCHOW AS A Management For For
NON-EXECUTIVE DIRECTOR.
15. TO RE-APPOINT MR P S WALSH AS A NON- Management For For
EXECUTIVE DIRECTOR.
16. TO APPOINT MRS L M CHA AS A NON- Management For For
EXECUTIVE DIRECTOR.
17. TO APPOINT MS M MA AS A NON-EXECUTIVE Management For For
DIRECTOR.
18. TO APPOINT MR J RISHTON AS A NON- Management For For
EXECUTIVE DIRECTOR.
19. TO APPOINT PRICEWATERHOUSECOOPERS Management For For
ACCOUNTANTS N.V. AS THE AUDITOR FOR
THE 2013 FINANCIAL YEAR.
20. TO DESIGNATE THE BOARD OF DIRECTORS Management For For
AS THE COMPANY BODY AUTHORISED TO
ISSUE SHARES IN THE COMPANY.
21. TO AUTHORISE THE BOARD OF DIRECTORS Management For For
TO PURCHASE ORDINARY SHARES AND
DEPOSITARY RECEIPTS THEREOF IN THE
SHARE CAPITAL OF THE COMPANY.
22. TO REDUCE THE CAPITAL WITH RESPECT Management For For
TO SHARES AND DEPOSITARY RECEIPTS
THEREOF HELD BY THE COMPANY IN ITS OWN SHARE CAPITAL.
UNILEVER N.V.
SECURITY 904784709 MEETING TYPE Annual
TICKER SYMBOL UN MEETING DATE 15-May-2013
ISIN US9047847093 AGENDA 933802729 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
2. TO ADOPT THE ANNUAL ACCOUNTS AND Management For For
APPROPRIATION OF THE PROFIT FOR THE
2012 FINANCIAL YEAR.
3. TO DISCHARGE THE EXECUTIVE Management For For
DIRECTORS IN OFFICE IN THE 2012
FINANCIAL YEAR FOR THE FULFILMENT OF THEIR TASK.
4. TO DISCHARGE THE NON-EXECUTIVE Management For For
DIRECTORS IN OFFICE IN THE 2012
FINANCIAL YEAR FOR THE FULFILMENT OF THEIR TASK.
5. TO RE-APPOINT MR P G J M POLMAN AS AN Management For For
EXECUTIVE DIRECTOR.
6. TO RE-APPOINT MR R J-M S HUET AS AN Management For For
EXECUTIVE DIRECTOR.
7. TO RE-APPOINT PROFESSOR L O FRESCO Management For For
AS A NON-EXECUTIVE DIRECTOR.
8. TO RE-APPOINT MS A M FUDGE AS A NON- Management For For
EXECUTIVE DIRECTOR.
9. TO RE-APPOINT MR C E GOLDEN AS A NON- Management For For
EXECUTIVE DIRECTOR.
10. TO RE-APPOINT DR B E GROTE AS A NON- Management For For
EXECUTIVE DIRECTOR.
11. TO RE-APPOINT MS H NYASULU AS A NON- Management For For
EXECUTIVE DIRECTOR.
12. TO RE-APPOINT THE RT HON SIR MALCOLM Management For For
RIFKIND MP AS A NON-EXECUTIVE DIRECTOR.
13. TO RE-APPOINT MR K J STORM AS A NON- Management For For
EXECUTIVE DIRECTOR.
14. TO RE-APPOINT MR M TRESCHOW AS A Management For For
NON-EXECUTIVE DIRECTOR.
15. TO RE-APPOINT MR P S WALSH AS A NON- Management For For
EXECUTIVE DIRECTOR.
16. TO APPOINT MRS L M CHA AS A NON- Management For For
EXECUTIVE DIRECTOR.
17. TO APPOINT MS M MA AS A NON-EXECUTIVE Management For For
DIRECTOR.
18. TO APPOINT MR J RISHTON AS A NON- Management For For
EXECUTIVE DIRECTOR.
19. TO APPOINT PRICEWATERHOUSECOOPERS Management For For
ACCOUNTANTS N.V. AS THE AUDITOR FOR
THE 2013 FINANCIAL YEAR.
20. TO DESIGNATE THE BOARD OF DIRECTORS Management For For
AS THE COMPANY BODY AUTHORISED TO
ISSUE SHARES IN THE COMPANY.
21. TO AUTHORISE THE BOARD OF DIRECTORS Management For For
TO PURCHASE ORDINARY SHARES AND
DEPOSITARY RECEIPTS THEREOF IN THE
SHARE CAPITAL OF THE COMPANY.
22. TO REDUCE THE CAPITAL WITH RESPECT Management For For
TO SHARES AND DEPOSITARY RECEIPTS
THEREOF HELD BY THE COMPANY IN ITS OWN SHARE CAPITAL.
TIFFANY & CO.
SECURITY 886547108 MEETING TYPE Annual
TICKER SYMBOL TIF MEETING DATE 16-May-2013
ISIN US8865471085 AGENDA 933770681 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A ELECTION OF DIRECTOR: MICHAEL J. Management For For
KOWALSKI
1B ELECTION OF DIRECTOR: ROSE MARIE Management For For
BRAVO
1C ELECTION OF DIRECTOR: GARY E. COSTLEY Management For For
1D ELECTION OF DIRECTOR: LAWRENCE K. Management For For
FISH
1E ELECTION OF DIRECTOR: ABBY F. Management For For
KOHNSTAMM
1F ELECTION OF DIRECTOR: CHARLES K. Management For For
MARQUIS
1G ELECTION OF DIRECTOR: PETER W. MAY Management For For
1H ELECTION OF DIRECTOR: WILLIAM A. Management For For
SHUTZER
1I ELECTION OF DIRECTOR: ROBERT S. Management For For
SINGER
2 APPROVAL OF THE APPOINTMENT BY THE Management For For
BOARD OF DIRECTORS OF PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING JANUARY 31, 2014.
3 APPROVAL OF THE COMPENSATION PAID Management Abstain Against
TO THE COMPANY'S NAMED EXECUTIVE OFFICERS.
UNION PACIFIC CORPORATION
SECURITY 907818108 MEETING TYPE Annual
TICKER SYMBOL UNP MEETING DATE 16-May-2013
ISIN US9078181081 AGENDA 933779398 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: A.H. CARD, JR. Management For For
1B. ELECTION OF DIRECTOR: E.B. DAVIS, JR. Management For For
1C. ELECTION OF DIRECTOR: T.J. DONOHUE Management For For
1D. ELECTION OF DIRECTOR: A.W. DUNHAM Management For For
1E. ELECTION OF DIRECTOR: J.R. HOPE Management For For
1F. ELECTION OF DIRECTOR: J.J. KORALESKI Management For For
1G. ELECTION OF DIRECTOR: C.C. KRULAK Management For For
1H. ELECTION OF DIRECTOR: M.R. MCCARTHY Management For For
1I. ELECTION OF DIRECTOR: M.W. MCCONNELL Management For For
1J. ELECTION OF DIRECTOR: T.F. MCLARTY III Management For For
1K. ELECTION OF DIRECTOR: S.R. ROGEL Management For For
1L. ELECTION OF DIRECTOR: J.H. VILLARREAL Management For For
1M. ELECTION OF DIRECTOR: J.R. YOUNG Management For For
2. RATIFICATION OF THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
3. AN ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION ("SAY ON PAY").
4. ADOPT THE UNION PACIFIC CORPORATION Management For For
2013 STOCK INCENTIVE PLAN.
5. SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
LOBBYING ACTIVITIES IF PROPERLY
PRESENTED AT THE ANNUAL MEETING.
MACY'S INC.
SECURITY 55616P104 MEETING TYPE Annual
TICKER SYMBOL M MEETING DATE 17-May-2013
ISIN US55616P1049 AGENDA 933789591 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: STEPHEN F. Management For For
BOLLENBACH
1B. ELECTION OF DIRECTOR: DEIRDRE P. Management For For
CONNELLY
1C. ELECTION OF DIRECTOR: MEYER FELDBERG Management For For
1D. ELECTION OF DIRECTOR: SARA LEVINSON Management For For
1E. ELECTION OF DIRECTOR: TERRY J. Management For For
LUNDGREN
1F. ELECTION OF DIRECTOR: JOSEPH Management For For
NEUBAUER
1G. ELECTION OF DIRECTOR: JOYCE M. ROCHE Management For For
1H. ELECTION OF DIRECTOR: PAUL C. VARGA Management For For
1I. ELECTION OF DIRECTOR: CRAIG E. Management For For
WEATHERUP
1J. ELECTION OF DIRECTOR: MARNA C. Management For For
WHITTINGTON
2. THE PROPOSED RATIFICATION OF THE Management For For
APPOINTMENT OF KPMG LLP AS MACY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING FEBRUARY 1, 2014.
3. ADVISORY VOTE TO APPROVE NAMED Management Abstain Against
EXECUTIVE OFFICER COMPENSATION.
MONDELEZ INTL, INC
SECURITY 609207105 MEETING TYPE Annual
TICKER SYMBOL MDLZ MEETING DATE 21-May-2013
ISIN US6092071058 AGENDA 933759625 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: STEPHEN F. Management For For
BOLLENBACH
1B. ELECTION OF DIRECTOR: LEWIS W.K. Management For For
BOOTH
1C. ELECTION OF DIRECTOR: LOIS D. JULIBER Management For For
1D. ELECTION OF DIRECTOR: MARK D. Management For For
KETCHUM
1E. ELECTION OF DIRECTOR: JORGE S. Management For For
MESQUITA
1F. ELECTION OF DIRECTOR: FREDRIC G. Management For For
REYNOLDS
1G. ELECTION OF DIRECTOR: IRENE B. Management For For
ROSENFELD
1H. ELECTION OF DIRECTOR: PATRICK T. Management For For
SIEWERT
1I. ELECTION OF DIRECTOR: RUTH J. SIMMONS Management For For
1J ELECTION OF DIRECTOR: RATAN N. TATA Management For For
1K ELECTION OF DIRECTOR: J.F. VAN Management For For
BOXMEER
2. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
COMPENSATION
3. RATIFICATION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT AUDITORS FOR 2013
4. SHAREHOLDER PROPOSAL: REPORT ON Shareholder Against For
EXTENDED PRODUCER RESPONSIBILITY
5 SHAREHOLDER PROPOSAL: Shareholder Against For
SUSTAINABILITY REPORT ON GENDER
EQUALITY IN THE COMPANY'S SUPPLY CHAIN
JPMORGAN CHASE & CO.
SECURITY 46625H100 MEETING TYPE Annual
TICKER SYMBOL JPM MEETING DATE 21-May-2013
ISIN US46625H1005 AGENDA 933779728 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: JAMES A. BELL Management For For
1B. ELECTION OF DIRECTOR: CRANDALL C. Management For For
BOWLES
1C. ELECTION OF DIRECTOR: STEPHEN B. Management For For
BURKE
1D. ELECTION OF DIRECTOR: DAVID M. COTE Management For For
1E. ELECTION OF DIRECTOR: JAMES S. CROWN Management For For
1F. ELECTION OF DIRECTOR: JAMES DIMON Management For For
1G. ELECTION OF DIRECTOR: TIMOTHY P. Management For For
FLYNN
1H. ELECTION OF DIRECTOR: ELLEN V. FUTTER Management For For
1I. ELECTION OF DIRECTOR: LABAN P. Management For For
JACKSON, JR.
1J. ELECTION OF DIRECTOR: LEE R. RAYMOND Management For For
1K. ELECTION OF DIRECTOR: WILLIAM C. Management For For
WELDON
2. RATIFICATION OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM
3. ADVISORY RESOLUTION TO APPROVE Management Abstain Against
EXECUTIVE COMPENSATION
4. AMENDMENT TO THE FIRM'S RESTATED Management For For
CERTIFICATE OF INCORPORATION TO
AUTHORIZE SHAREHOLDER ACTION BY WRITTEN CONSENT
5. REAPPROVAL OF KEY EXECUTIVE Management For For
PERFORMANCE PLAN
6. REQUIRE SEPARATION OF CHAIRMAN AND CEO Shareholder Against For
7. REQUIRE EXECUTIVES TO RETAIN Shareholder Against For
SIGNIFICANT STOCK UNTIL REACHING
NORMAL RETIREMENT AGE
8. ADOPT PROCEDURES TO AVOID HOLDING Shareholder Against For
OR RECOMMENDING INVESTMENTS THAT
CONTRIBUTE TO HUMAN RIGHTS VIOLATIONS
9. DISCLOSE FIRM PAYMENTS USED DIRECTLY Shareholder Against For
OR INDIRECTLY FOR LOBBYING, INCLUDING
SPECIFIC AMOUNTS AND RECIPIENTS' NAMES
AMGEN INC.
SECURITY 031162100 MEETING TYPE Annual
TICKER SYMBOL AMGN MEETING DATE 22-May-2013
ISIN US0311621009 AGENDA 933774968 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: DR. DAVID Management For For
BALTIMORE
1B. ELECTION OF DIRECTOR: MR. FRANK J. Management For For
BIONDI, JR.
1C. ELECTION OF DIRECTOR: MR. ROBERT A. Management For For
BRADWAY
1D. ELECTION OF DIRECTOR: MR. FRANCOIS DE Management For For
CARBONNEL
1E. ELECTION OF DIRECTOR: DR. VANCE D. Management For For
COFFMAN
1F. ELECTION OF DIRECTOR: MR. ROBERT A. Management For For
ECKERT
1G. ELECTION OF DIRECTOR: DR. REBECCA M. Management For For
HENDERSON
1H. ELECTION OF DIRECTOR: MR. FRANK C. Management For For
HERRINGER
1I. ELECTION OF DIRECTOR: DR. TYLER JACKS Management For For
1J. ELECTION OF DIRECTOR: DR. GILBERT S. Management For For
OMENN
1K. ELECTION OF DIRECTOR: MS. JUDITH C. Management For For
PELHAM
1L. ELECTION OF DIRECTOR: MR. LEONARD D. Management For For
SCHAEFFER
1M. ELECTION OF DIRECTOR: DR. RONALD D. Management For For
SUGAR
2. TO RATIFY THE SELECTION OF ERNST & Management For For
YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2013.
3. ADVISORY VOTE TO APPROVE OUR Management Abstain Against
EXECUTIVE COMPENSATION.
4. APPROVAL OF OUR PROPOSED AMENDED Management Against Against
AND RESTATED 2009 EQUITY INCENTIVE PLAN.
PIONEER NATURAL RESOURCES COMPANY
SECURITY 723787107 MEETING TYPE Annual
TICKER SYMBOL PXD MEETING DATE 23-May-2013
ISIN US7237871071 AGENDA 933777142 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1.1 ELECTION OF DIRECTOR: TIMOTHY L. DOVE Management For For
1.2 ELECTION OF DIRECTOR: CHARLES E. Management For For
RAMSEY, JR.
1.3 ELECTION OF DIRECTOR: FRANK A. RISCH Management For For
2 RATIFICATION OF SELECTION OF Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
3 ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
OFFICER COMPENSATION
4 STOCKHOLDER PROPOSAL RELATING TO Shareholder Against For
HYDRAULIC FRACTURING DISCLOSURE
THE HOME DEPOT, INC.
SECURITY 437076102 MEETING TYPE Annual
TICKER SYMBOL HD MEETING DATE 23-May-2013
ISIN US4370761029 AGENDA 933779259 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: F. DUANE Management For For
ACKERMAN
1B. ELECTION OF DIRECTOR: FRANCIS S. BLAKE Management For For
1C. ELECTION OF DIRECTOR: ARI BOUSBIB Management For For
1D. ELECTION OF DIRECTOR: GREGORY D. Management For For
BRENNEMAN
1E. ELECTION OF DIRECTOR: J. FRANK BROWN Management For For
1F. ELECTION OF DIRECTOR: ALBERT P. CAREY Management For For
1G. ELECTION OF DIRECTOR: ARMANDO Management For For
CODINA
1H. ELECTION OF DIRECTOR: BONNIE G. HILL Management For For
1I. ELECTION OF DIRECTOR: KAREN L. KATEN Management For For
1J. ELECTION OF DIRECTOR: MARK VADON Management For For
2. PROPOSAL TO RATIFY THE APPOINTMENT Management For For
OF KPMG LLP
3. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
COMPENSATION
4. APPROVAL OF THE MATERIAL TERMS OF Management For For
OFFICER PERFORMANCE GOALS UNDER
THE MANAGEMENT INCENTIVE PLAN
5. APPROVAL OF THE AMENDED AND Management For For
RESTATED 2005 OMNIBUS STOCK INCENTIVE PLAN
6. SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
EMPLOYMENT DIVERSITY REPORT
7. SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
STORMWATER MANAGEMENT POLICY
THE GOLDMAN SACHS GROUP, INC.
SECURITY 38141G104 MEETING TYPE Annual
TICKER SYMBOL GS MEETING DATE 23-May-2013
ISIN US38141G1040 AGENDA 933779754 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A ELECTION OF DIRECTOR: LLOYD C. Management For For
BLANKFEIN
1B ELECTION OF DIRECTOR: M. MICHELE Management For For
BURNS
1C ELECTION OF DIRECTOR: GARY D. COHN Management For For
1D ELECTION OF DIRECTOR: CLAES DAHLBACK Management For For
1E ELECTION OF DIRECTOR: WILLIAM W. Management For For
GEORGE
1F ELECTION OF DIRECTOR: JAMES A. Management For For
JOHNSON
1G ELECTION OF DIRECTOR: LAKSHMI N. Management For For
MITTAL
1H ELECTION OF DIRECTOR: ADEBAYO O. Management For For
OGUNLESI
1I ELECTION OF DIRECTOR: JAMES J. SCHIRO Management For For
1J ELECTION OF DIRECTOR: DEBORA L. SPAR Management For For
1K ELECTION OF DIRECTOR: MARK E. TUCKER Management For For
1L ELECTION OF DIRECTOR: DAVID A. VINIAR Management For For
02 ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
COMPENSATION (SAY ON PAY)
03 APPROVAL OF THE GOLDMAN SACHS Management Against Against
AMENDED AND RESTATED STOCK INCENTIVE PLAN (2013)
04 RATIFICATION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013
05 SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
HUMAN RIGHTS COMMITTEE
06 SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
GOLDMAN SACHS LOBBYING DISCLOSURE
07 SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
PROXY ACCESS FOR SHAREHOLDERS
08 SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
MAXIMIZATION OF VALUE FOR SHAREHOLDERS
FLOWSERVE CORPORATION
SECURITY 34354P105 MEETING TYPE Annual
TICKER SYMBOL FLS MEETING DATE 23-May-2013
ISIN US34354P1057 AGENDA 933779831 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Manag
1 GAYLA J. DELLY For For
2 RICK J. MILLS For For
3 CHARLES M. RAMPACEK For For
4 WILLIAM C. RUSNACK
2. ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
3. APPROVE AN AMENDMENT TO THE Management For For
RESTATED CERTIFICATE OF INCORPORATION OF FLOWSERVE
CORPORATION TO INCREASE THE NUMBER
OF AUTHORIZED SHARES OF COMMON STOCK.
4. RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP TO
SERVE AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.
5. A SHAREHOLDER PROPOSAL REQUESTING Shareholder Against For
THE BOARD OF DIRECTORS TAKE ACTION
TO PERMIT SHAREHOLDER ACTION BY WRITTEN CONSENT.
AMAZON.COM, INC.
SECURITY 023135106 MEETING TYPE Annual
TICKER SYMBOL AMZN MEETING DATE 23-May-2013
ISIN US0231351067 AGENDA 933782612 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: JEFFREY P. Management For For
BEZOS
1B. ELECTION OF DIRECTOR: TOM A. ALBERG Management For For
1C. ELECTION OF DIRECTOR: JOHN SEELY Management For For
BROWN
1D. ELECTION OF DIRECTOR: WILLIAM B. Management For For
GORDON
1E. ELECTION OF DIRECTOR: JAMIE S. Management For For
GORELICK
1F. ELECTION OF DIRECTOR: ALAIN MONIE Management For For
1G. ELECTION OF DIRECTOR: JONATHAN J. Management For For
RUBINSTEIN
1H. ELECTION OF DIRECTOR: THOMAS O. Management For For
RYDER
1I. ELECTION OF DIRECTOR: PATRICIA Q. Management For For
STONESIFER
2. RATIFICATION OF THE APPOINTMENT OF Management For For
ERNST & YOUNG LLP AS INDEPENDENT AUDITORS
3. SHAREHOLDER PROPOSAL REGARDING A Shareholder Against For
REPORT CONCERNING CORPORATE POLITICAL CONTRIBUTIONS
CONTINENTAL RESOURCES, INC.
SECURITY 212015101 MEETING TYPE Annual
TICKER SYMBOL CLR MEETING DATE 23-May-2013
ISIN US2120151012 AGENDA 933782864 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 HAROLD G. HAMM For For
2 JOHN T. MCNABB, II For For
3 DAVID L. BOREN For For
2. APPROVAL OF THE COMPANY'S 2013 LONG- Management For For
TERM INCENTIVE PLAN.
3. RATIFICATION OF SELECTION OF GRANT Management For For
THORNTON LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
THE SWATCH GROUP AG, NEUENBURG
SECURITY H83949133 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 29-May-2013
ISIN CH0012255144 AGENDA 704444897 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
CMMT PART 2 OF THIS MEETING IS FOR VOTING Non-Voting
ON AGENDA AND MEETING ATTENDANCE
REQUESTS-ONLY. PLEASE ENSURE THAT
YOU HAVE FIRST VOTED IN FAVOUR OF THE
REGISTRATION OF SHARES IN PART 1 OF
THE MEETING. ALTHOUGH BLOCKING OF
REGISTERED SHARES IS NOT A LEGAL
REQUIREMENT IN THE SWISS MARKET,
SPECIFIC POLICIES AT THE INDIVIDUAL
SUB-CUSTODIANS MAY VARY. UPON
RECEIPT OF THE VOTE INSTRUCTION, IT IS
POSSIBLE THAT A MARKER MAY BE
PLACED ON YOUR SHARES TO ALLOW FOR
RECONCILIATION AND RE-REGISTRATION
FOLLOWING A TRADE.IF YOU HAVE
CONCERNS REGARDING YOUR ACCOUNTS,-
PLEASE CONTACT YOUR CLIENT REPRESENTATIVE.
1 Annual report 2012. 2012 annual report of the Management No Action
board of directors. 2012 financial statements
(balance sheet, income statement and notes) and
2012 consolidated financial statements. Statutory
auditor's report. Approval of the reports and the
financial statements
2 Discharge of the board of directors Management No Action
3 Resolution for the appropriation of the net income Management No Action
4 Re-election to the board of directors (Esther Management No Action
Grether, Nayla Hayek, Georges N. Hayek, Ernst
Tanner, Claude Nicollier and Jean-Pierre Roth)
5 Nomination of the statutory auditors/ Management No Action
PricewaterhouseCoopers Ltd
6 In the case of ad-hoc shareholder motions Management No Action
proposed during the general meeting, I authorize
my proxy to act as follows in accordance with the
board of directors
CMMT PART 1 OF THIS MEETING IS FOR Non-Voting
REGISTRATION ONLY. IF YOU WISH TO
SUBMIT A VOTE-OR A MEETING
ATTENDANCE ON PART 2 OF THE MEETING,
THIS CAN ONLY BE PROCESSED BY THE
SUB-CUSTODIAN IF YOU FIRST VOTE IN
FAVOUR OF THE REGISTRATION IN PART 1-
BELOW BY VOTING IN FAVOUR OF THE
BELOW RESOLUTION, YOU ARE
AUTHORISING BROADRIDGE TO ASK YOUR
SUB-CUSTODIAN TO REGISTER THE
SHARES. ALTHOUGH BLOCKING OF REG-
ISTERED SHARES IS NOT A LEGAL
REQUIREMENT IN THE SWISS MARKET,
SPECIFIC POLICIES AT THE INDIVIDUAL
SUB-CUSTODIANS MAY VARY. DEPENDING
ON SUB-CUSTODIAN PRACTICES, SHARES
MAY REMAIN REGISTERED UNTIL MEETING
DATE+1. DE-REGISTRATION PROCE-DURES
MAY VARY AND THEREFORE SHARES MAY
NOT ALWAYS BE AVAILABLE FOR TRADING.
PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE IF YOU HAVE ANY CONCERNS.
CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting
DUE TO RECEIPT OF ADDITIONAL
COMMENT. IF Y-OU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
BLACKROCK, INC.
SECURITY 09247X101 MEETING TYPE Annual
TICKER SYMBOL BLK MEETING DATE 30-May-2013
ISIN US09247X1019 AGENDA 933791027 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: ABDLATIF YOUSEF Management For For
AL-HAMAD
1B. ELECTION OF DIRECTOR: MATHIS Management For For
CABIALLAVETTA
1C. ELECTION OF DIRECTOR: DENNIS D. Management For For
DAMMERMAN
1D. ELECTION OF DIRECTOR: JESSICA P. Management For For
EINHORN
1E. ELECTION OF DIRECTOR: FABRIZIO FREDA Management For For
1F. ELECTION OF DIRECTOR: DAVID H. Management For For
KOMANSKY
1G. ELECTION OF DIRECTOR: JAMES E. ROHR Management For For
1H. ELECTION OF DIRECTOR: SUSAN L. Management For For
WAGNER
2. APPROVAL, IN A NON-BINDING VOTE, OF Management Abstain Against
THE COMPENSATION OF THE NAMED
EXECUTIVE OFFICERS, AS DISCLOSED AND
DISCUSSED IN THE PROXY STATEMENT.
3. RATIFICATION OF THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS BLACKROCK'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2013.
GOOGLE INC.
SECURITY 38259P508 MEETING TYPE Annual
TICKER SYMBOL GOOG MEETING DATE 06-Jun-2013
ISIN US38259P5089 AGENDA 933801905 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 LARRY PAGE For For
2 SERGEY BRIN For For
3 ERIC E. SCHMIDT For For
4 L. JOHN DOERR For For
5 DIANE B. GREENE For For
6 JOHN L. HENNESSY For For
7 ANN MATHER For For
8 PAUL S. OTELLINI For For
9 K. RAM SHRIRAM For For
10 SHIRLEY M. TILGHMAN For For
2. THE RATIFICATION OF THE APPOINTMENT Management For For
OF ERNST & YOUNG LLP AS GOOGLE'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2013.
3. A STOCKHOLDER PROPOSAL REGARDING A Shareholder Against For
REPORT ON LEAD BATTERIES IN GOOGLE'S
SUPPLY CHAIN, IF PROPERLY PRESENTED AT THE MEETING.
4. A STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
EQUAL SHAREHOLDER VOTING, IF
PROPERLY PRESENTED AT THE MEETING.
5. A STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
EXECUTIVE STOCK RETENTION, IF
PROPERLY PRESENTED AT THE MEETING.
6. A STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
SUCCESSION PLANNING, IF PROPERLY
PRESENTED AT THE MEETING.
PRICELINE.COM INCORPORATED
SECURITY 741503403 MEETING TYPE Annual
TICKER SYMBOL PCLN MEETING DATE 06-Jun-2013
ISIN US7415034039 AGENDA 933805080 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 TIM ARMSTRONG For For
2 HOWARD W. BARKER, JR. For For
3 JEFFERY H. BOYD For For
4 JAN L. DOCTER For For
5 JEFFREY E. EPSTEIN For For
6 JAMES M. GUYETTE For For
7 NANCY B. PERETSMAN For For
8 THOMAS E. ROTHMAN For For
9 CRAIG W. RYDIN For For
2. TO RATIFY THE SELECTION OF DELOITTE & Management For For
TOUCHE LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM OF
THE COMPANY FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2013.
3. TO APPROVE ON AN ADVISORY BASIS THE Management Abstain Against
COMPENSATION PAID BY THE COMPANY TO
ITS NAMED EXECUTIVE OFFICERS.
4. TO APPROVE AN AMENDMENT TO THE Management For For
COMPANY'S 1999 OMNIBUS PLAN TO
INCREASE THE NUMBER OF SHARES
AUTHORIZED FOR ISSUANCE UNDER THE
PLAN BY 2,400,000 SHARES AND CERTAIN
OTHER AMENDMENTS TO THE PLAN.
5. TO CONSIDER AND VOTE UPON A NON- Shareholder Against For
BINDING STOCKHOLDER PROPOSAL
REQUESTING THAT THE COMPANY'S BOARD
OF DIRECTORS ADOPT A POLICY LIMITING
THE ACCELERATION OF VESTING OF
EQUITY AWARDS GRANTED TO SENIOR
EXECUTIVES IN THE EVENT OF A CHANGE IN
CONTROL OF THE COMPANY.
WAL-MART STORES, INC.
SECURITY 931142103 MEETING TYPE Annual
TICKER SYMBOL WMT MEETING DATE 07-Jun-2013
ISIN US9311421039 AGENDA 933799364 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: AIDA M. ALVAREZ Management For For
1B. ELECTION OF DIRECTOR: JAMES I. CASH, JR. Management For For
1C. ELECTION OF DIRECTOR: ROGER C. Management For For
CORBETT
1D. ELECTION OF DIRECTOR: DOUGLAS N. DAFT Management For For
1E. ELECTION OF DIRECTOR: MICHAEL T. DUKE Management For For
1F. ELECTION OF DIRECTOR: TIMOTHY P. Management For For
FLYNN
1G. ELECTION OF DIRECTOR: MARISSA A. Management For For
MAYER
1H. ELECTION OF DIRECTOR: GREGORY B. Management For For
PENNER
1I. ELECTION OF DIRECTOR: STEVEN S Management For For
REINEMUND
1J. ELECTION OF DIRECTOR: H. LEE SCOTT, JR. Management For For
1K. ELECTION OF DIRECTOR: JIM C. WALTON Management For For
1L. ELECTION OF DIRECTOR: S. ROBSON Management For For
WALTON
1M. ELECTION OF DIRECTOR: CHRISTOPHER J. Management For For
WILLIAMS
1N. ELECTION OF DIRECTOR: LINDA S. WOLF Management For For
2. RATIFICATION OF ERNST & YOUNG LLP AS Management For For
INDEPENDENT ACCOUNTANTS
3. ADVISORY VOTE TO APPROVE NAMED Management Abstain Against
EXECUTIVE OFFICER COMPENSATION
4. APPROVAL OF THE WAL-MART STORES, INC. Management For For
MANAGEMENT INCENTIVE PLAN, AS AMENDED
5. SPECIAL SHAREOWNER MEETING RIGHT Shareholder Against For
6. EQUITY RETENTION REQUIREMENT Shareholder Against For
7. INDEPENDENT CHAIRMAN Shareholder Against For
8. REQUEST FOR ANNUAL REPORT ON Shareholder Against For
RECOUPMENT OF EXECUTIVE PAY
THE TJX COMPANIES, INC.
SECURITY 872540109 MEETING TYPE Annual
TICKER SYMBOL TJX MEETING DATE 11-Jun-2013
ISIN US8725401090 AGENDA 933810625 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: ZEIN ABDALLA Management For For
1B. ELECTION OF DIRECTOR: JOSE B. ALVAREZ Management For For
1C. ELECTION OF DIRECTOR: ALAN M. BENNETT Management For For
1D. ELECTION OF DIRECTOR: BERNARD Management For For
CAMMARATA
1E. ELECTION OF DIRECTOR: DAVID T. CHING Management For For
1F. ELECTION OF DIRECTOR: MICHAEL F. HINES Management For For
1G. ELECTION OF DIRECTOR: AMY B. LANE Management For For
1H. ELECTION OF DIRECTOR: DAWN G. LEPORE Management For For
1I. ELECTION OF DIRECTOR: CAROL Management For For
MEYROWITZ
1J. ELECTION OF DIRECTOR: JOHN F. O'BRIEN Management For For
1K. ELECTION OF DIRECTOR: WILLOW B. SHIRE Management For For
2. RATIFICATION OF APPOINTMENT OF Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL 2014.
3. APPROVAL OF STOCK INCENTIVE PLAN Management Against Against
AMENDMENTS AND MATERIAL TERMS OF
PERFORMANCE GOALS UNDER THE PLAN.
4. SAY ON PAY: ADVISORY APPROVAL OF Management Abstain Against
TJX'S EXECUTIVE COMPENSATION.
NEWS CORPORATION
SECURITY 65248E104 MEETING TYPE Special
TICKER SYMBOL NWSA MEETING DATE 11-Jun-2013
ISIN US65248E1047 AGENDA 933811007 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1. AMENDMENT TO PARENT'S RESTATED Management For For
CERTIFICATE OF INCORPORATION
CLARIFYING OUR ABILITY TO MAKE
DISTRIBUTIONS IN COMPARABLE
SECURITIES IN CONNECTION WITH
SEPARATION TRANSACTIONS, INCLUDING THE SEPARATION.
2. AMENDMENT TO PARENT'S RESTATED Management For For
CERTIFICATE OF INCORPORATION TO
ALLOW US TO MAKE CERTAIN
DISTRIBUTIONS ON SUBSIDIARY-OWNED
SHARES AND CREATE ADDITIONAL SUBSIDIARY-OWNED SHARES.
FACEBOOK INC.
SECURITY 30303M102 MEETING TYPE Annual
TICKER SYMBOL FB MEETING DATE 11-Jun-2013
ISIN US30303M1027 AGENDA 933811538 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 MARC L. ANDREESSEN For For
2 ERSKINE B. BOWLES For For
3 S.D. DESMOND-HELLMANN For For
4 DONALD E. GRAHAM For For
5 REED HASTINGS For For
6 SHERYL K. SANDBERG For For
7 PETER A. THIEL For For
8 MARK ZUCKERBERG For For
2. TO APPROVE, ON A NON-BINDING ADVISORY Management Abstain Against
BASIS, THE COMPENSATION OF FACEBOOK,
INC.'S NAMED EXECUTIVE OFFICERS.
3. TO VOTE, ON A NON-BINDING ADVISORY Management Abstain Against
BASIS, WHETHER A NON-BINDING ADVISORY
VOTE ON THE COMPENSATION PROGRAM
FOR FACEBOOK, INC.'S NAMED EXECUTIVE
OFFICERS SHOULD BE HELD EVERY ONE, TWO OR THREE YEARS.
4. TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS FACEBOOK, INC.'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2013.
CELGENE CORPORATION
SECURITY 151020104 MEETING TYPE Annual
TICKER SYMBOL CELG MEETING DATE 12-Jun-2013
ISIN US1510201049 AGENDA 933806866 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 ROBERT J. HUGIN For For
2 R.W. BARKER, D. PHIL. For For
3 MICHAEL D. CASEY For For
4 CARRIE S. COX For For
5 RODMAN L. DRAKE For For
6 M.A. FRIEDMAN, M.D. For For
7 GILLA KAPLAN, PH.D. For For
8 JAMES J. LOUGHLIN For For
9 ERNEST MARIO, PH.D. For For
2. RATIFICATION OF THE APPOINTMENT OF Management For For
KPMG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2013.
3. APPROVAL OF THE AMENDMENT AND Management Against Against
RESTATEMENT OF THE COMPANY'S 2008
STOCK INCENTIVE PLAN.
4. APPROVAL, BY NON-BINDING VOTE, OF Management Abstain Against
EXECUTIVE COMPENSATION OF THE
COMPANY'S NAMED EXECUTIVE OFFICERS.
5. STOCKHOLDER PROPOSAL DESCRIBED IN Shareholder Against For
MORE DETAIL IN THE PROXY STATEMENT.
CATERPILLAR INC.
SECURITY 149123101 MEETING TYPE Annual
TICKER SYMBOL CAT MEETING DATE 12-Jun-2013
ISIN US1491231015 AGENDA 933809937 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 DAVID L. CALHOUN For For
2 DANIEL M. DICKINSON For For
3 JUAN GALLARDO For For
4 DAVID R. GOODE For For
5 JESSE J. GREENE, JR. For For
6 JON M. HUNTSMAN, JR. For For
7 PETER A. MAGOWAN For For
8 DENNIS A. MUILENBURG For For
9 DOUGLAS R. OBERHELMAN For For
10 WILLIAM A. OSBORN For For
11 CHARLES D. POWELL For For
12 EDWARD B. RUST, JR. For For
13 SUSAN C. SCHWAB For For
14 JOSHUA I. SMITH For For
15 MILES D. WHITE
2. RATIFY THE APPOINTMENT OF Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.
3. ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
4. STOCKHOLDER PROPOSAL - DIRECTOR Shareholder Against For
ELECTION MAJORITY VOTE STANDARD.
5. STOCKHOLDER PROPOSAL - STOCKHOLDER Shareholder Against For
ACTION BY WRITTEN CONSENT.
6. STOCKHOLDER PROPOSAL - EXECUTIVE Shareholder Against For
STOCK RETENTION.
7. STOCKHOLDER PROPOSAL - Shareholder Against For
SUSTAINABILITY MEASURE IN EXECUTIVE COMPENSATION.
8. STOCKHOLDER PROPOSAL - REVIEW OF Shareholder Against For
GLOBAL CORPORATE STANDARDS.
9. STOCKHOLDER PROPOSAL - SALES TO Shareholder Against For
SUDAN.
BIOGEN IDEC INC.
SECURITY 09062X103 MEETING TYPE Annual
TICKER SYMBOL BIIB MEETING DATE 12-Jun-2013
ISIN US09062X1037 AGENDA 933814243 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: CAROLINE D. Management For For
DORSA
1B. ELECTION OF DIRECTOR: STELIOS Management For For
PAPADOPOULOS
1C. ELECTION OF DIRECTOR: GEORGE A. Management For For
SCANGOS
1D. ELECTION OF DIRECTOR: LYNN SCHENK Management For For
1E. ELECTION OF DIRECTOR: ALEXANDER J. Management For For
DENNER
1F. ELECTION OF DIRECTOR: NANCY L. Management For For
LEAMING
1G. ELECTION OF DIRECTOR: RICHARD C. Management For For
MULLIGAN
1H. ELECTION OF DIRECTOR: ROBERT W. Management For For
PANGIA
1I. ELECTION OF DIRECTOR: BRIAN S. POSNER Management For For
1J. ELECTION OF DIRECTOR: ERIC K. Management For For
ROWINSKY
1K. ELECTION OF DIRECTOR: STEPHEN A. Management For For
SHERWIN
1L. ELECTION OF DIRECTOR: WILLIAM D. Management For For
YOUNG
2. TO RATIFY THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
BIOGEN IDEC INC.'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.
3. SAY ON PAY - AN ADVISORY VOTE ON Management Abstain Against
EXECUTIVE COMPENSATION.
4. TO REAPPROVE THE MATERIAL TERMS OF Management For For
THE PERFORMANCE GOALS UNDER THE
BIOGEN IDEC INC. 2008 PERFORMANCE-
BASED MANAGEMENT INCENTIVE PLAN FOR
PURPOSES OF SECTION 162(M) OF THE
INTERNAL REVENUE CODE.
5. TO REAPPROVE THE MATERIAL TERMS OF Management For For
THE PERFORMANCE GOALS UNDER THE
BIOGEN IDEC INC. 2008 OMNIBUS EQUITY
PLAN FOR PURPOSES OF SECTION 162(M)
OF THE INTERNAL REVENUE CODE.
6. SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
ADOPTION OF A SHARE RETENTION POLICY.
MASTERCARD INCORPORATED
SECURITY 57636Q104 MEETING TYPE Annual
TICKER SYMBOL MA MEETING DATE 18-Jun-2013
ISIN US57636Q1040 AGENDA 933809761 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: RICHARD Management For For
HAYTHORNTHWAITE
1B. ELECTION OF DIRECTOR: AJAY BANGA Management For For
1C. ELECTION OF DIRECTOR: SILVIO BARZI Management For For
1D. ELECTION OF DIRECTOR: DAVID R. Management For For
CARLUCCI
1E. ELECTION OF DIRECTOR: STEVEN J. Management For For
FREIBERG
1F. ELECTION OF DIRECTOR: NANCY J. KARCH Management For For
1G. ELECTION OF DIRECTOR: MARC OLIVIE Management For For
1H. ELECTION OF DIRECTOR: RIMA QURESHI Management For For
1I. ELECTION OF DIRECTOR: JOSE OCTAVIO Management For For
REYES LAGUNES
1J. ELECTION OF DIRECTOR: MARK SCHWARTZ Management For For
1K. ELECTION OF DIRECTOR: JACKSON P. TAI Management For For
1L. ELECTION OF DIRECTOR: EDWARD SUNING Management For For
TIAN
2. ADVISORY APPROVAL OF THE COMPANY'S Management Abstain Against
EXECUTIVE COMPENSATION
3. RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Registrant The GAMCO Growth Fund
By (Signature and Title)* /s/ Bruce N. Alpert
--------------------------------------------
Bruce N. Alpert, Principal Executive Officer
Date 8/06/2013
* Print the name and title of each signing officer under his or her
signature.