UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM N-PX
ANNUAL REPORT OF
PROXY VOTING RECORD
OF
REGISTERED
MANAGEMENT INVESTMENT COMPANIES
INVESTMENT
COMPANY ACT FILE NUMBER:
811-07443
NAME OF
REGISTRANT:
VANGUARD
WHITEHALL FUNDS
ADDRESS OF
REGISTRANT:
PO BOX 2600,
VALLEY FORGE, PA 19482
NAME AND ADDRESS
OF AGENT FOR SERVICE:
HEIDI STAM
PO BOX 876
VALLEY FORGE, PA
19482
REGISTRANT'S
TELEPHONE NUMBER, INCLUDING AREA CODE:
(610) 669-1000
DATE OF FISCAL YEAR
END:
OCTOBER 31
DATE OF
REPORTING PERIOD:
JULY 1, 2012 -
JUNE 30, 2013
FUND:
VANGUARD
SELECTED VALUE FUND
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
AerCap Holdings
NV
TICKER:
AER
CUSIP:
N00985106
MEETING DATE:
5/2/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #3:
ADOPT FINANCIAL STATEMENTS
ISSUER
YES
FOR
FOR
PROPOSAL
#5: APPROVE DISCHARGE OF BOARD OF DIRECTORS
ISSUER
YES
FOR
FOR
PROPOSAL
#6a: REELECT JAMES N. CHAPMAN AS NON-
ISSUER
YES
FOR
FOR
EXECUTIVE DIRECTOR
PROPOSAL #6b:
ELECT MARIUS J.L. JONKHART AS NON-
ISSUER
YES
FOR
FOR
EXECUTIVE DIRECTOR
PROPOSAL #7:
APPROVE REMUNERATION OF NON-EXECUTIVE
ISSUER
YES
FOR
FOR
DIRECTORS
PROPOSAL #8:
DESIGNATE KEITH A. HELMING TO REPRESENT
ISSUER
YES
FOR
FOR
THE MANAGEMENT IN CASE ALL DIRECTORS ARE ABSENT OR
PREVENTED FROM ACTING
PROPOSAL #9:
RATIFY PRICEWATERHOUSECOOPERS AS AUDITORS
ISSUER
YES
FOR
FOR
PROPOSAL
#10a: AUTHORIZE REPURCHASE OF UP TO 10
ISSUER
YES
FOR
FOR
PERCENT OF ISSUED SHARE CAPITAL
PROPOSAL #10b:
AUTHORIZE ADDITIONIAL REPURCHASE OF UP
ISSUER
YES
FOR
FOR
TO 10 PERCENT OF ISSUED SHARE CAPITAL
PROPOSAL #11:
APPROVE CANCELLATION OF REPURCHASED
ISSUER
YES
FOR
FOR
SHARES
PROPOSAL #12a:
AMEND ARTICLE 6.1 RE: ACQUISITION OF
ISSUER
YES
FOR
FOR
OWN SHARES
PROPOSAL #12b: AMEND ARTICLE 21.2
RE: RIGHT TO PLACE
ISSUER
YES
FOR
FOR
ITEMS ON THE AGENDA
PROPOSAL #12c:
AUTHORIZE BOARD MEMBERS AND
ISSUER
YES
FOR
FOR
NAUTADUTILH N.V. TO RATIFY AND EXECUTE APPROVED
AMENDMENTS RE: ITEM 12A AND 12B
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
Air France KLM
TICKER:
AF
CUSIP:
009119108
MEETING DATE:
5/16/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1:
APPROVE FINANCIAL STATEMENTS AND
ISSUER
YES
FOR
FOR
STATUTORY REPORTS
PROPOSAL #2:
APPROVE CONSOLIDATED FINANCIAL
ISSUER
YES
FOR
FOR
STATEMENTS AND STATUTORY REPORTS
PROPOSAL #3:
APPROVE TREATMENT OF LOSSES
ISSUER
YES
FOR
FOR
PROPOSAL
#4: APPROVE AUDITORS' SPECIAL REPORT ON
ISSUER
YES
FOR
FOR
RELATED-PARTY TRANSACTIONS
PROPOSAL #5:
REELECT MARYSE AULAGNON AS DIRECTOR
ISSUER
YES
FOR
FOR
PROPOSAL
#6: REELECT PETER HARTMAN AS DIRECTOR
ISSUER
YES
FOR
FOR
PROPOSAL
#7: ELECT ISABELLE BOUILLOT AS DIRECTOR
ISSUER
YES
FOR
FOR
PROPOSAL
#8: AUTHORIZE REPURCHASE OF UP TO 5 PERCENT
ISSUER
YES
FOR
FOR
OF ISSUED SHARE CAPITAL
PROPOSAL #9:
AUTHORIZE ISSUANCE OF EQUITY OR EQUITY-
ISSUER
YES
FOR
FOR
LINKED SECURITIES WITH PREEMPTIVE RIGHTS UP TO
AGGREGATE NOMINAL AMOUNT OF EUR 120 MILLION
PROPOSAL #10:
AUTHORIZE ISSUANCE OF EQUITY OR EQUITY-
ISSUER
YES
FOR
FOR
LINKED SECURITIES WITHOUT PREEMPTIVE RIGHTS UP TO
AGGREGATE NOMINAL AMOUNT OF EUR 60 MILLION
PROPOSAL #11:
AUTHORIZE ISSUANCE OF EQUITY OR EQUITY-
ISSUER
YES
FOR
FOR
LINKED SECURITIES WITHOUT PREEMPTIVE RIGHTS UP TO
AGGREGATE NOMINAL AMOUNT OF EUR 45 MILLION
PROPOSAL #12:
AUTHORIZE BOARD TO INCREASE CAPITAL IN
ISSUER
YES
FOR
FOR
THE EVENT OF ADDITIONAL DEMAND RELATED TO DELEGATION
SUBMITTED TO SHAREHOLDERS VOTE UNDER ITEMS 10 AND 11
PROPOSAL #13:
AUTHORIZE CAPITALIZATION OF RESERVES OF
ISSUER
YES
FOR
FOR
UP TO EUR 120 MILLION FOR BONUS ISSUE OR INCREASE IN
PAR VALUE
PROPOSAL #14:
APPROVE EMPLOYEE STOCK PURCHASE PLAN
ISSUER
YES
AGAINST
AGAINST
PROPOSAL
#15: AUTHORIZE FILING OF REQUIRED
ISSUER
YES
FOR
FOR
DOCUMENTS/OTHER FORMALITIES
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
AMERICAN
NATIONAL INSURANCE COMPANY
TICKER:
ANAT
CUSIP:
028591105
MEETING DATE:
4/26/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1.1:
ELECT DIRECTOR ROBERT L. MOODY, SR.
ISSUER
YES
FOR
FOR
PROPOSAL
#1.2: ELECT DIRECTOR JAMES E. POZZI
ISSUER
YES
FOR
FOR
PROPOSAL
#1.3: ELECT DIRECTOR FRANCES A. MOODY-
ISSUER
YES
FOR
FOR
DAHLBERG
PROPOSAL #1.4: ELECT DIRECTOR
RUSSELL S. MOODY
ISSUER
YES
FOR
FOR
PROPOSAL
#1.5: ELECT DIRECTOR WILLIAM L. MOODY, IV
ISSUER
YES
FOR
FOR
PROPOSAL
#1.6: ELECT DIRECTOR JAMES D. YARBROUGH
ISSUER
YES
FOR
FOR
PROPOSAL
#1.7: ELECT DIRECTOR ARTHUR O. DUMMER
ISSUER
YES
FOR
FOR
PROPOSAL
#1.8: ELECT DIRECTOR SHELBY M. ELLIOTT
ISSUER
YES
FOR
FOR
PROPOSAL
#1.9: ELECT DIRECTOR FRANK P. WILLIAMSON
ISSUER
YES
FOR
FOR
PROPOSAL
#2: RATIFY AUDITORS
ISSUER
YES
FOR
FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
Ameriprise
Financial, Inc.
TICKER:
AMP
CUSIP:
03076C106
MEETING DATE:
4/24/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1a:
ELECT DIRECTOR JAMES M. CRACCHIOLO
ISSUER
YES
FOR
FOR
PROPOSAL
#1b: ELECT DIRECTOR LON R. GREENBERG
ISSUER
YES
FOR
FOR
PROPOSAL
#1c: ELECT DIRECTOR WARREN D. KNOWLTON
ISSUER
YES
FOR
FOR
PROPOSAL
#1d: ELECT DIRECTOR W. WALKER LEWIS
ISSUER
YES
FOR
FOR
PROPOSAL
#1e: ELECT DIRECTOR SIRI S. MARSHALL
ISSUER
YES
FOR
FOR
PROPOSAL
#1f: ELECT DIRECTOR JEFFERY NODDLE
ISSUER
YES
FOR
FOR
PROPOSAL
#1g: ELECT DIRECTOR H. JAY SARLES
ISSUER
YES
FOR
FOR
PROPOSAL
#1h: ELECT DIRECTOR ROBERT F. SHARPE, JR.
ISSUER
YES
FOR
FOR
PROPOSAL
#1i: ELECT DIRECTOR WILLIAM H. TURNER
ISSUER
YES
FOR
FOR
PROPOSAL
#2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
PROPOSAL #3:
RATIFY AUDITORS
ISSUER
YES
FOR
FOR
PROPOSAL
#4: REDUCE SUPERMAJORITY VOTE REQUIREMENT
SHAREHOLDER
YES
AGAINST
FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
CA, Inc.
TICKER:
CA
CUSIP:
12673P105
MEETING DATE:
8/1/2012
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1:
ELECT DIRECTOR JENS ALDER
ISSUER
YES
FOR
FOR
PROPOSAL
#2: ELECT DIRECTOR RAYMOND J. BROMARK
ISSUER
YES
FOR
FOR
PROPOSAL
#3: ELECT DIRECTOR GARY J. FERNANDES
ISSUER
YES
FOR
FOR
PROPOSAL
#4: ELECT DIRECTOR ROHIT KAPOOR
ISSUER
YES
FOR
FOR
PROPOSAL
#5: ELECT DIRECTOR KAY KOPLOVITZ
ISSUER
YES
FOR
FOR
PROPOSAL
#6: ELECT DIRECTOR CHRISTOPHER B. LOFGREN
ISSUER
YES
FOR
FOR
PROPOSAL
#7: ELECT DIRECTOR WILLIAM E. MCCRACKEN
ISSUER
YES
FOR
FOR
PROPOSAL #8: ELECT DIRECTOR
RICHARD SULPIZIO
ISSUER
YES
FOR
FOR
PROPOSAL
#9: ELECT DIRECTOR LAURA S. UNGER
ISSUER
YES
FOR
FOR
PROPOSAL
#10: ELECT DIRECTOR ARTHUR F. WEINBACH
ISSUER
YES
FOR
FOR
PROPOSAL
#11: ELECT DIRECTOR RENATO (RON) ZAMBONINI
ISSUER
YES
FOR
FOR
PROPOSAL
#12: RATIFY AUDITORS
ISSUER
YES
FOR
FOR
PROPOSAL
#13: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
PROPOSAL #14:
APPROVE OUTSIDE DIRECTOR STOCK AWARDS
ISSUER
YES
FOR
FOR
IN LIEU OF CASH
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
Capital One
Financial Corporation
TICKER:
COF
CUSIP:
14040H105
MEETING DATE:
5/2/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1a:
ELECT DIRECTOR RICHARD D. FAIRBANK
ISSUER
YES
FOR
FOR
PROPOSAL
#1b: ELECT DIRECTOR W. RONALD DIETZ
ISSUER
YES
FOR
FOR
PROPOSAL
#1c: ELECT DIRECTOR LEWIS HAY, III
ISSUER
YES
FOR
FOR
PROPOSAL
#1d: ELECT DIRECTOR BENJAMIN P. JENKINS, III
ISSUER
YES
FOR
FOR
PROPOSAL
#1e: ELECT DIRECTOR PETER E. RASKIND
ISSUER
YES
FOR
FOR
PROPOSAL
#1f: ELECT DIRECTOR MAYO A. SHATTUCK, III
ISSUER
YES
FOR
FOR
PROPOSAL
#1g: ELECT DIRECTOR BRADFORD H. WARNER
ISSUER
YES
FOR
FOR
PROPOSAL
#1h: ELECT DIRECTOR CATHERINE G. WEST
ISSUER
YES
FOR
FOR
PROPOSAL
#2: RATIFY AUDITORS
ISSUER
YES
FOR
FOR
PROPOSAL
#3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
PROPOSAL #4a:
REDUCE SUPERMAJORITY VOTE REQUIREMENT
ISSUER
YES
FOR
FOR
PROPOSAL
#4b: REDUCE SUPERMAJORITY VOTE REQUIREMENT
ISSUER
YES
FOR
FOR
PROPOSAL
#4c: REDUCE SUPERMAJORITY VOTE REQUIREMENT
ISSUER
YES
FOR
FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
Cardinal Health,
Inc.
TICKER:
CAH
CUSIP:
14149Y108
MEETING DATE:
11/2/2012
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1.1:
ELECT DIRECTOR COLLEEN F. ARNOLD
ISSUER
YES
FOR
FOR
PROPOSAL
#1.2: ELECT DIRECTOR GEORGE S. BARRETT
ISSUER
YES
FOR
FOR
PROPOSAL
#1.3: ELECT DIRECTOR GLENN A. BRITT
ISSUER
YES
FOR
FOR
PROPOSAL
#1.4: ELECT DIRECTOR CARRIE S. COX
ISSUER
YES
FOR
FOR
PROPOSAL
#1.5: ELECT DIRECTOR CALVIN DARDEN
ISSUER
YES
FOR
FOR
PROPOSAL
#1.6: ELECT DIRECTOR BRUCE L. DOWNEY
ISSUER
YES
FOR
FOR
PROPOSAL #1.7: ELECT DIRECTOR JOHN
F. FINN
ISSUER
YES
FOR
FOR
PROPOSAL
#1.8: ELECT DIRECTOR CLAYTON M. JONES
ISSUER
YES
FOR
FOR
PROPOSAL
#1.9: ELECT DIRECTOR GREGORY B. KENNY
ISSUER
YES
FOR
FOR
PROPOSAL
#1.10: ELECT DIRECTOR DAVID P. KING
ISSUER
YES
FOR
FOR
PROPOSAL
#1.11: ELECT DIRECTOR RICHARD C. NOTEBAERT
ISSUER
YES
FOR
FOR
PROPOSAL
#1.12: ELECT DIRECTOR JEAN G. SPAULDING
ISSUER
YES
FOR
FOR
PROPOSAL
#2: RATIFY AUDITORS
ISSUER
YES
FOR
FOR
PROPOSAL
#3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
PROPOSAL #4:
STOCK RETENTION/HOLDING PERIOD
SHAREHOLDER
YES
AGAINST
FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
CenterPoint Energy,
Inc.
TICKER:
CNP
CUSIP:
15189T107
MEETING DATE:
4/25/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1a:
ELECT DIRECTOR MILTON CARROLL
ISSUER
YES
FOR
FOR
PROPOSAL
#1b: ELECT DIRECTOR MICHAEL P. JOHNSON
ISSUER
YES
FOR
FOR
PROPOSAL
#1c: ELECT DIRECTOR JANIECE M. LONGORIA
ISSUER
YES
FOR
FOR
PROPOSAL
#1d: ELECT DIRECTOR DAVID M. MCCLANAHAN
ISSUER
YES
FOR
FOR
PROPOSAL
#1e: ELECT DIRECTOR SUSAN O. RHENEY
ISSUER
YES
FOR
FOR
PROPOSAL
#1f: ELECT DIRECTOR R. A. WALKER
ISSUER
YES
FOR
FOR
PROPOSAL
#1g: ELECT DIRECTOR PETER S. WAREING
ISSUER
YES
FOR
FOR
PROPOSAL
#2: RATIFY AUDITORS
ISSUER
YES
FOR
FOR
PROPOSAL
#3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
Cigna
Corporation
TICKER:
CI
CUSIP:
125509109
MEETING DATE:
4/24/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1.1:
ELECT DIRECTOR DAVID M. CORDANI
ISSUER
YES
FOR
FOR
PROPOSAL
#1.2: ELECT DIRECTOR ISAIAH HARRIS, JR.
ISSUER
YES
FOR
FOR
PROPOSAL
#1.3: ELECT DIRECTOR JANE E. HENNEY
ISSUER
YES
FOR
FOR
PROPOSAL
#1.4: ELECT DIRECTOR DONNA F. ZARCONE
ISSUER
YES
FOR
FOR
PROPOSAL
#2: RATIFY AUDITORS
ISSUER
YES
FOR
FOR
PROPOSAL
#3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
PROPOSAL #4:
AMEND OMNIBUS STOCK PLAN
ISSUER
YES
FOR
FOR
PROPOSAL
#5: REPORT ON LOBBYING PAYMENTS AND POLICY
SHAREHOLDER
YES
ABSTAIN
AGAINST
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
CNA Financial
Corporation
TICKER:
CNA
CUSIP:
126117100
MEETING DATE:
4/24/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1.1:
ELECT DIRECTOR PAUL J. LISKA
ISSUER
YES
FOR
FOR
PROPOSAL
#1.2: ELECT DIRECTOR JOSE O. MONTEMAYOR
ISSUER
YES
FOR
FOR
PROPOSAL
#1.3: ELECT DIRECTOR THOMAS F. MOTAMED
ISSUER
YES
WITHHOLD
AGAINST
PROPOSAL
#1.4: ELECT DIRECTOR DON M. RANDEL
ISSUER
YES
FOR
FOR
PROPOSAL
#1.5: ELECT DIRECTOR JOSEPH ROSENBERG
ISSUER
YES
FOR
FOR
PROPOSAL
#1.6: ELECT DIRECTOR ANDREW H. TISCH
ISSUER
YES
FOR
FOR
PROPOSAL
#1.7: ELECT DIRECTOR JAMES S. TISCH
ISSUER
YES
FOR
FOR
PROPOSAL
#1.8: ELECT DIRECTOR MARVIN ZONIS
ISSUER
YES
FOR
FOR
PROPOSAL
#2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
PROPOSAL #3:
RATIFY AUDITORS
ISSUER
YES
FOR
FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
Delphi
Automotive PLC
TICKER:
DLPH
CUSIP:
G27823106
MEETING DATE:
4/25/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1.1:
REELECT GARY L. COWGER AS A DIRECTOR
ISSUER
YES
FOR
FOR
PROPOSAL
#1.2: REELECT NICHOLAS M. DONOFRIO AS A
ISSUER
YES
FOR
FOR
DIRECTOR
PROPOSAL #1.3:
REELECT MARK P. FRISSORA AS A DIRECTOR
ISSUER
YES
FOR
FOR
PROPOSAL
#1.4: REELECT RAJIV L. GUPTA AS A DIRECTOR
ISSUER
YES
FOR
FOR
PROPOSAL
#1.5: REELECT JOHN A. KROL AS A DIRECTOR
ISSUER
YES
FOR
FOR
PROPOSAL
#1.6: REELECT J. RANDALL MACDONALD AS A
ISSUER
YES
FOR
FOR
DIRECTOR
PROPOSAL #1.7:
REELECT SEAN O. MAHONEY AS A DIRECTOR
ISSUER
YES
FOR
FOR
PROPOSAL
#1.8: REELECT RODNEY O'NEAL AS A DIRECTOR
ISSUER
YES
FOR
FOR
PROPOSAL
#1.9: REELECT THOMAS W. SIDLIK AS A DIRECTOR
ISSUER
YES
FOR
FOR
PROPOSAL
#1.10: REELECT BERND WIEDEMANN AS A DIRECTOR
ISSUER
YES
FOR
FOR
PROPOSAL
#1.11: REELECT LAWRENCE A. ZIMMERMAN AS A
ISSUER
YES
FOR
FOR
DIRECTOR
PROPOSAL #2:
RATIFY ERNST & YOUNG LLP AS AUDITORS AND
ISSUER
YES
FOR
FOR
AUTHORIZE BOARD TO FIX THEIR REMUNERATION
PROPOSAL #3:
ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
Dillard's, Inc.
TICKER:
DDS
CUSIP:
254067101
MEETING DATE:
5/18/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1a:
ELECT DIRECTOR FRANK R. MORI
ISSUER
YES
FOR
FOR
PROPOSAL
#1b: ELECT DIRECTOR REYNIE RUTLEDGE
ISSUER
YES
FOR
FOR
PROPOSAL
#1c: ELECT DIRECTOR J.C. WATTS, JR.
ISSUER
YES
FOR
FOR
PROPOSAL
#1d: ELECT DIRECTOR NICK WHITE
ISSUER
YES
FOR
FOR
PROPOSAL
#2: RATIFY AUDITORS
ISSUER
YES
FOR
FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
Discover
Financial Services
TICKER:
DFS
CUSIP:
254709108
MEETING DATE:
4/17/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1.1:
ELECT DIRECTOR JEFFREY S. ARONIN
ISSUER
YES
FOR
FOR
PROPOSAL
#1.2: ELECT DIRECTOR MARY K. BUSH
ISSUER
YES
FOR
FOR
PROPOSAL
#1.3: ELECT DIRECTOR GREGORY C. CASE
ISSUER
YES
FOR
FOR
PROPOSAL
#1.4: ELECT DIRECTOR CYNTHIA A. GLASSMAN
ISSUER
YES
FOR
FOR
PROPOSAL
#1.5: ELECT DIRECTOR RICHARD H. LENNY
ISSUER
YES
FOR
FOR
PROPOSAL
#1.6: ELECT DIRECTOR THOMAS G. MAHERAS
ISSUER
YES
FOR
FOR
PROPOSAL
#1.7: ELECT DIRECTOR MICHAEL H. MOSKOW
ISSUER
YES
FOR
FOR
PROPOSAL
#1.8: ELECT DIRECTOR DAVID W. NELMS
ISSUER
YES
FOR
FOR
PROPOSAL
#1.9: ELECT DIRECTOR E. FOLLIN SMITH
ISSUER
YES
FOR
FOR
PROPOSAL
#1.10: ELECT DIRECTOR MARK A. THIERER
ISSUER
YES
FOR
FOR
PROPOSAL
#1.11: ELECT DIRECTOR LAWRENCE A. WEINBACH
ISSUER
YES
FOR
FOR
PROPOSAL
#2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
PROPOSAL #3:
RATIFY AUDITORS
ISSUER
YES
FOR
FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
Eaton
Corporation
TICKER:
ETN
CUSIP:
278058102
MEETING DATE:
10/26/2012
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1:
APPROVE MERGER AGREEMENT
ISSUER
YES
FOR
FOR
PROPOSAL
#2: APPROVE REDUCTION OF CAPITAL OF NEW
ISSUER
YES
FOR
FOR
EATON TO ALLOW CREATION OF DISTRIBUTABLE RESERVES OF
NEW EATON WHICH ARE REQUIRED UNDER IRISH LAW TO ALLOW
NEW EATON TO MAKE DISTRIBUTIONS AND TO PAY DIVIDENDS
AND REPURCHASE OR REDEEM SHARES
PROPOSAL #3: ADVISORY VOTE ON
GOLDEN PARACHUTES
ISSUER
YES
FOR
FOR
PROPOSAL
#4: ADJOURN MEETING
ISSUER
YES
FOR
FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
Eaton
Corporation plc
TICKER:
ETN
CUSIP:
G29183103
MEETING DATE:
4/24/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1a:
ELECT DIRECTOR GEORGE S. BARRETT
ISSUER
YES
FOR
FOR
PROPOSAL
#1b: ELECT DIRECTOR TODD M. BLUEDORN
ISSUER
YES
FOR
FOR
PROPOSAL
#1c: ELECT DIRECTOR CHRISTOPHER M. CONNOR
ISSUER
YES
FOR
FOR
PROPOSAL
#1d: ELECT DIRECTOR MICHAEL J. CRITELLI
ISSUER
YES
FOR
FOR
PROPOSAL
#1e: ELECT DIRECTOR ALEXANDER M. CUTLER
ISSUER
YES
FOR
FOR
PROPOSAL
#1f: ELECT DIRECTOR CHARLES E. GOLDEN
ISSUER
YES
FOR
FOR
PROPOSAL
#1g: ELECT DIRECTOR LINDA A. HILL
ISSUER
YES
FOR
FOR
PROPOSAL
#1h: ELECT DIRECTOR ARTHUR E. JOHNSON
ISSUER
YES
FOR
FOR
PROPOSAL
#1i: ELECT DIRECTOR NED C. LAUTENBACH
ISSUER
YES
FOR
FOR
PROPOSAL
#1j: ELECT DIRECTOR DEBORAH L. MCCOY
ISSUER
YES
FOR
FOR
PROPOSAL
#1k: ELECT DIRECTOR GREGORY R. PAGE
ISSUER
YES
FOR
FOR
PROPOSAL
#1l: ELECT DIRECTOR GERALD B. SMITH
ISSUER
YES
FOR
FOR
PROPOSAL
#2: RATIFY AUDITORS
ISSUER
YES
FOR
FOR
PROPOSAL
#3: APPROVE EXECUTIVE INCENTIVE BONUS PLAN
ISSUER
YES
FOR
FOR
PROPOSAL
#4: APPROVE EXECUTIVE INCENTIVE BONUS PLAN
ISSUER
YES
FOR
FOR
PROPOSAL
#5: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
PROPOSAL #6:
APPROVAL OF OVERSEAS MARKET PURCHASES OF
ISSUER
YES
FOR
FOR
THE COMPANY SHARES
PROPOSAL #7:
APPROVE THE PRICE RANGE FOR THE
ISSUER
YES
FOR
FOR
REISSUANCE OF SHARES
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
Essex Property
Trust, Inc.
TICKER:
ESS
CUSIP:
297178105
MEETING DATE:
5/14/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1.1:
ELECT DIRECTOR KEITH R. GUERICKE
ISSUER
YES
FOR
FOR
PROPOSAL
#1.2: ELECT DIRECTOR ISSIE N. RABINOVITCH
ISSUER
YES
FOR
FOR
PROPOSAL
#1.3: ELECT DIRECTOR THOMAS E. RANDLETT
ISSUER
YES
FOR
FOR
PROPOSAL
#2: DECLASSIFY THE BOARD OF DIRECTORS
ISSUER
YES
FOR
FOR
PROPOSAL
#3: APPROVE OMNIBUS STOCK PLAN
ISSUER
YES
FOR
FOR
PROPOSAL #4: APPROVE QUALIFIED
EMPLOYEE STOCK
ISSUER
YES
FOR
FOR
PURCHASE PLAN
PROPOSAL #5:
RATIFY AUDITORS
ISSUER
YES
FOR
FOR
PROPOSAL
#6: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
Everest Re
Group, Ltd.
TICKER:
RE
CUSIP:
G3223R108
MEETING DATE:
5/15/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1.1:
ELECT DIRECTOR DOMINIC J. ADDESSO
ISSUER
YES
FOR
FOR
PROPOSAL
#1.2: ELECT DIRECTOR JOHN J. AMORE
ISSUER
YES
FOR
FOR
PROPOSAL
#1.3: ELECT DIRECTOR JOHN R. DUNNE
ISSUER
YES
WITHHOLD
AGAINST
PROPOSAL
#1.4: ELECT DIRECTOR JOSEPH V. TARANTO
ISSUER
YES
FOR
FOR
PROPOSAL
#1.5: ELECT DIRECTOR JOHN A. WEBER
ISSUER
YES
WITHHOLD
AGAINST
PROPOSAL
#2: RATIFY PRICEWATERHOUSECOOPERS LLP AS
ISSUER
YES
FOR
FOR
AUDITORS
PROPOSAL #3:
ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
AGAINST
AGAINST
OFFICERS' COMPENSATION
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
Exelis Inc.
TICKER:
XLS
CUSIP:
30162A108
MEETING DATE:
5/8/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1a:
ELECT DIRECTOR JOHN J. HAMRE
ISSUER
YES
FOR
FOR
PROPOSAL
#1b: ELECT DIRECTOR PATRICK J. MOORE
ISSUER
YES
FOR
FOR
PROPOSAL
#1c: ELECT DIRECTOR R. DAVID YOST
ISSUER
YES
FOR
FOR
PROPOSAL
#2: RATIFY AUDITORS
ISSUER
YES
FOR
FOR
PROPOSAL
#3: APPROVE EXECUTIVE INCENTIVE BONUS PLAN
ISSUER
YES
FOR
FOR
PROPOSAL
#4: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
Exelon
Corporation
TICKER:
EXC
CUSIP:
30161N101
MEETING DATE:
4/23/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1a:
ELECT DIRECTOR ANTHONY K. ANDERSON
ISSUER
YES
FOR
FOR
PROPOSAL
#1b: ELECT DIRECTOR ANN C. BERZIN
ISSUER
YES
FOR
FOR
PROPOSAL
#1c: ELECT DIRECTOR JOHN A. CANNING, JR.
ISSUER
YES
FOR
FOR
PROPOSAL
#1d: ELECT DIRECTOR CHRISTOPHER M. CRANE
ISSUER
YES
FOR
FOR
PROPOSAL #1e: ELECT DIRECTOR YVES
C. DE BALMANN
ISSUER
YES
FOR
FOR
PROPOSAL
#1f: ELECT DIRECTOR NICHOLAS DEBENEDICTIS
ISSUER
YES
FOR
FOR
PROPOSAL
#1g: ELECT DIRECTOR NELSON A. DIAZ
ISSUER
YES
FOR
FOR
PROPOSAL
#1h: ELECT DIRECTOR SUE L. GIN
ISSUER
YES
FOR
FOR
PROPOSAL
#1i: ELECT DIRECTOR PAUL L. JOSKOW
ISSUER
YES
FOR
FOR
PROPOSAL
#1j: ELECT DIRECTOR ROBERT J. LAWLESS
ISSUER
YES
FOR
FOR
PROPOSAL
#1k: ELECT DIRECTOR RICHARD W. MIES
ISSUER
YES
FOR
FOR
PROPOSAL
#1l: ELECT DIRECTOR WILLIAM C. RICHARDSON
ISSUER
YES
FOR
FOR
PROPOSAL
#1m: ELECT DIRECTOR THOMAS J. RIDGE
ISSUER
YES
FOR
FOR
PROPOSAL
#1n: ELECT DIRECTOR JOHN W. ROGERS, JR.
ISSUER
YES
FOR
FOR
PROPOSAL
#1o: ELECT DIRECTOR MAYO A. SHATTUCK, III
ISSUER
YES
FOR
FOR
PROPOSAL
#1p: ELECT DIRECTOR STEPHEN D. STEINOUR
ISSUER
YES
FOR
FOR
PROPOSAL
#2: RATIFY AUDITORS
ISSUER
YES
FOR
FOR
PROPOSAL
#3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
PROPOSAL #4:
AMEND QUALIFIED EMPLOYEE STOCK PURCHASE
ISSUER
YES
FOR
FOR
PLAN
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
Fifth Third
Bancorp
TICKER:
FITB
CUSIP:
316773100
MEETING DATE:
4/16/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1.1:
ELECT DIRECTOR DARRYL F. ALLEN
ISSUER
YES
FOR
FOR
PROPOSAL
#1.2: ELECT DIRECTOR B. EVAN BAYH, III
ISSUER
YES
FOR
FOR
PROPOSAL
#1.3: ELECT DIRECTOR ULYSSES L. BRIDGEMAN,
ISSUER
YES
FOR
FOR
JR.
PROPOSAL #1.4: ELECT DIRECTOR EMERSON L. BRUMBACK
ISSUER
YES
FOR
FOR
PROPOSAL
#1.5: ELECT DIRECTOR JAMES P. HACKETT
ISSUER
YES
FOR
FOR
PROPOSAL
#1.6: ELECT DIRECTOR GARY R. HEMINGER
ISSUER
YES
FOR
FOR
PROPOSAL
#1.7: ELECT DIRECTOR JEWELL D. HOOVER
ISSUER
YES
FOR
FOR
PROPOSAL
#1.8: ELECT DIRECTOR WILLIAM M. ISAAC
ISSUER
YES
FOR
FOR
PROPOSAL
#1.9: ELECT DIRECTOR KEVIN T. KABAT
ISSUER
YES
FOR
FOR
PROPOSAL
#1.10: ELECT DIRECTOR MITCHEL D. LIVINGSTON
ISSUER
YES
FOR
FOR
PROPOSAL
#1.11: ELECT DIRECTOR MICHAEL B. MCCALLISTER
ISSUER
YES
FOR
FOR
PROPOSAL
#1.12: ELECT DIRECTOR HENDRIK G. MEIJER
ISSUER
YES
FOR
FOR
PROPOSAL
#1.13: ELECT DIRECTOR JOHN J. SCHIFF, JR.
ISSUER
YES
FOR
FOR
PROPOSAL
#1.14: ELECT DIRECTOR MARSHA C. WILLIAMS
ISSUER
YES
FOR
FOR
PROPOSAL
#2: RATIFY AUDITORS
ISSUER
YES
FOR
FOR
PROPOSAL #3: ADVISORY VOTE TO
RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
PROPOSAL #4:
ADVISORY VOTE ON SAY ON PAY FREQUENCY
ISSUER
YES
ONE YEAR
FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
GenOn Energy,
Inc.
TICKER:
GEN
CUSIP:
37244E107
MEETING DATE:
11/9/2012
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1:
APPROVE MERGER AGREEMENT
ISSUER
YES
FOR
FOR
PROPOSAL
#2: ADVISORY VOTE ON GOLDEN PARACHUTES
ISSUER
YES
AGAINST
AGAINST
PROPOSAL
#3: ADJOURN MEETING
ISSUER
YES
FOR
FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
Golar LNG Ltd
TICKER:
GOL
CUSIP:
G9456A100
MEETING DATE:
9/21/2012
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1:
REELECT JOHN FREDRIKSEN AS DIRECTOR
ISSUER
YES
AGAINST
AGAINST
PROPOSAL
#2: REELECT KATE BLANKENSHIP AS DIRECTOR
ISSUER
YES
FOR
FOR
PROPOSAL
#3: REELECT HANS PETTER AAS AS DIRECTOR
ISSUER
YES
FOR
FOR
PROPOSAL
#4: REELECT KATHRINE FREDRIKSEN AS DIRECTOR
ISSUER
YES
AGAINST
AGAINST
PROPOSAL
#5: REELECT TOR OLAV TROIM AS DIRECTOR
ISSUER
YES
AGAINST
AGAINST
PROPOSAL
#6: REAPPOINT PRICEWATERHOUSECOOPERS OF
ISSUER
YES
FOR
FOR
LONDON, ENGLAND AS AUDITORS AND AUTHORIZE BOARD TO
FIX THEIR REMUNERATION
PROPOSAL #7:
APPROVE REMUNERATION OF DIRECTORS
ISSUER
YES
FOR
FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
Hanesbrands Inc.
TICKER:
HBI
CUSIP:
410345102
MEETING DATE:
4/3/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1.1:
ELECT DIRECTOR LEE A. CHADEN
ISSUER
YES
FOR
FOR
PROPOSAL
#1.2: ELECT DIRECTOR BOBBY J. GRIFFIN
ISSUER
YES
FOR
FOR
PROPOSAL
#1.3: ELECT DIRECTOR JAMES C. JOHNSON
ISSUER
YES
FOR
FOR
PROPOSAL
#1.4: ELECT DIRECTOR JESSICA T. MATHEWS
ISSUER
YES
FOR
FOR
PROPOSAL
#1.5: ELECT DIRECTOR J. PATRICK MULCAHY
ISSUER
YES
FOR
FOR
PROPOSAL
#1.6: ELECT DIRECTOR RONALD L. NELSON
ISSUER
YES
FOR
FOR
PROPOSAL
#1.7: ELECT DIRECTOR RICHARD A. NOLL
ISSUER
YES
FOR
FOR
PROPOSAL
#1.8: ELECT DIRECTOR ANDREW J. SCHINDLER
ISSUER
YES
FOR
FOR
PROPOSAL
#1.9: ELECT DIRECTOR ANN E. ZIEGLER
ISSUER
YES
FOR
FOR
PROPOSAL #2: AMEND OMNIBUS STOCK
PLAN
ISSUER
YES
FOR
FOR
PROPOSAL
#3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
PROPOSAL #4:
RATIFY AUDITORS
ISSUER
YES
FOR
FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
Hasbro, Inc.
TICKER:
HAS
CUSIP:
418056107
MEETING DATE:
5/23/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1.1:
ELECT DIRECTOR BASIL L. ANDERSON
ISSUER
YES
FOR
FOR
PROPOSAL
#1.2: ELECT DIRECTOR ALAN R. BATKIN
ISSUER
YES
FOR
FOR
PROPOSAL
#1.3: ELECT DIRECTOR FRANK J. BIONDI, JR.
ISSUER
YES
FOR
FOR
PROPOSAL
#1.4: ELECT DIRECTOR KENNETH A. BRONFIN
ISSUER
YES
FOR
FOR
PROPOSAL
#1.5: ELECT DIRECTOR JOHN M. CONNORS, JR.
ISSUER
YES
FOR
FOR
PROPOSAL
#1.6: ELECT DIRECTOR MICHAEL W. O. GARRETT
ISSUER
YES
FOR
FOR
PROPOSAL
#1.7: ELECT DIRECTOR LISA GERSH
ISSUER
YES
FOR
FOR
PROPOSAL
#1.8: ELECT DIRECTOR BRIAN D. GOLDNER
ISSUER
YES
FOR
FOR
PROPOSAL
#1.9: ELECT DIRECTOR JACK M. GREENBERG
ISSUER
YES
FOR
FOR
PROPOSAL
#1.10: ELECT DIRECTOR ALAN G. HASSENFELD
ISSUER
YES
FOR
FOR
PROPOSAL
#1.11: ELECT DIRECTOR TRACY A. LEINBACH
ISSUER
YES
FOR
FOR
PROPOSAL
#1.12: ELECT DIRECTOR EDWARD M. PHILIP
ISSUER
YES
FOR
FOR
PROPOSAL
#1.13: ELECT DIRECTOR ALFRED J. VERRECCHIA
ISSUER
YES
FOR
FOR
PROPOSAL
#2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
PROPOSAL #3:
AMEND OMNIBUS STOCK PLAN
ISSUER
YES
FOR
FOR
PROPOSAL
#4: RATIFY AUDITORS
ISSUER
YES
FOR
FOR
PROPOSAL
#5: REQUIRE SUPPLIERS TO PUBLISH
SHAREHOLDER
YES
ABSTAIN
AGAINST
SUSTAINABILITY REPORT
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
Ingram Micro
Inc.
TICKER:
IM
CUSIP:
457153104
MEETING DATE:
6/5/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1.1:
ELECT DIRECTOR HOWARD I. ATKINS
ISSUER
YES
FOR
FOR
PROPOSAL
#1.2: ELECT DIRECTOR LESLIE STONE HEISZ
ISSUER
YES
FOR
FOR
PROPOSAL
#1.3: ELECT DIRECTOR JOHN R. INGRAM
ISSUER
YES
FOR
FOR
PROPOSAL
#1.4: ELECT DIRECTOR ORRIN H. INGRAM, II
ISSUER
YES
FOR
FOR
PROPOSAL
#1.5: ELECT DIRECTOR DALE R. LAURANCE
ISSUER
YES
FOR
FOR
PROPOSAL
#1.6: ELECT DIRECTOR LINDA FAYNE LEVINSON
ISSUER
YES
FOR
FOR
PROPOSAL #1.7: ELECT DIRECTOR
SCOTT A. MCGREGOR
ISSUER
YES
FOR
FOR
PROPOSAL
#1.8: ELECT DIRECTOR ALAIN MONIE
ISSUER
YES
FOR
FOR
PROPOSAL
#1.9: ELECT DIRECTOR PAUL READ
ISSUER
YES
FOR
FOR
PROPOSAL
#1.10: ELECT DIRECTOR MICHAEL T. SMITH
ISSUER
YES
FOR
FOR
PROPOSAL
#1.11: ELECT DIRECTOR JOE B. WYATT
ISSUER
YES
FOR
FOR
PROPOSAL
#2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
PROPOSAL #3:
AMEND OMNIBUS STOCK PLAN
ISSUER
YES
FOR
FOR
PROPOSAL
#4: RATIFY AUDITORS
ISSUER
YES
FOR
FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
International
Game Technology
TICKER:
IGT
CUSIP:
459902102
MEETING DATE:
3/5/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1.1:
ELECT DIRECTOR PAGET L. ALVES
ISSUER
YES
FOR
FOR
PROPOSAL
#1.2: ELECT DIRECTOR JANICE CHAFFIN
ISSUER
YES
FOR
FOR
PROPOSAL
#1.3: ELECT DIRECTOR GREG CREED
ISSUER
YES
FOR
FOR
PROPOSAL
#1.4: ELECT DIRECTOR PATTI S. HART
ISSUER
YES
FOR
FOR
PROPOSAL
#1.5: ELECT DIRECTOR ROBERT J. MILLER
ISSUER
YES
FOR
FOR
PROPOSAL
#1.6: ELECT DIRECTOR DAVID E. ROBERSON
ISSUER
YES
FOR
FOR
PROPOSAL
#1.7: ELECT DIRECTOR VINCENT L. SADUSKY
ISSUER
YES
FOR
FOR
PROPOSAL
#1.8: ELECT DIRECTOR PHILIP G. SATRE
ISSUER
YES
FOR
FOR
PROPOSAL
#2: AMEND OMNIBUS STOCK PLAN
ISSUER
YES
FOR
FOR
PROPOSAL
#3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
PROPOSAL #4:
RATIFY AUDITORS
ISSUER
YES
FOR
FOR
PROPOSAL
#1.1: ELECT DIRECTOR RAYMOND J. BROOKS, JR.
SHAREHOLDER
NO
N/A
N/A
PROPOSAL
#1.2: ELECT DIRECTOR CHARLES N. MATHEWSON
SHAREHOLDER
NO
N/A
N/A
PROPOSAL
#1.3: ELECT DIRECTOR DANIEL B. SILVERS
SHAREHOLDER
NO
N/A
N/A
PROPOSAL
#1.4: MANAGEMENT NOMINEE - JANICE CHAFFIN
SHAREHOLDER
NO
N/A
N/A
PROPOSAL
#1.5: MANAGEMENT NOMINEE - GREG CREED
SHAREHOLDER
NO
N/A
N/A
PROPOSAL
#1.6: MANAGEMENT NOMINEE - PATTI S. HART
SHAREHOLDER
NO
N/A
N/A
PROPOSAL
#1.7: MANAGEMENT NOMINEE - ROBERT J. MILLER
SHAREHOLDER
NO
N/A
N/A
PROPOSAL
#1.8: MANAGEMENT NOMINEE - PHILIP G. SATRE
SHAREHOLDER
NO
N/A
N/A
PROPOSAL
#2: AMEND OMNIBUS STOCK PLAN
ISSUER
NO
N/A
N/A
PROPOSAL
#3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
NO
N/A
N/A
OFFICERS' COMPENSATION
PROPOSAL #4:
RATIFY AUDITORS
ISSUER
NO
N/A
N/A
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
ITT Corporation
TICKER:
ITT
CUSIP:
450911201
MEETING DATE:
5/7/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1a:
ELECT DIRECTOR DENISE L. RAMOS
ISSUER
YES
FOR
FOR
PROPOSAL
#1b: ELECT DIRECTOR FRANK T. MACINNIS
ISSUER
YES
FOR
FOR
PROPOSAL
#1c: ELECT DIRECTOR ORLANDO D. ASHFORD
ISSUER
YES
FOR
FOR
PROPOSAL
#1d: ELECT DIRECTOR PETER D'ALOIA
ISSUER
YES
FOR
FOR
PROPOSAL
#1e: ELECT DIRECTOR DONALD DEFOSSET, JR.
ISSUER
YES
FOR
FOR
PROPOSAL
#1f: ELECT DIRECTOR CHRISTINA A. GOLD
ISSUER
YES
FOR
FOR
PROPOSAL
#1g: ELECT DIRECTOR RICHARD P. LAVIN
ISSUER
YES
FOR
FOR
PROPOSAL
#1h: ELECT DIRECTOR DONALD J. STEBBINS
ISSUER
YES
FOR
FOR
PROPOSAL
#2: RATIFY AUDITORS
ISSUER
YES
FOR
FOR
PROPOSAL
#3: AMEND EXECUTIVE INCENTIVE BONUS PLAN
ISSUER
YES
FOR
FOR
PROPOSAL
#4: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
JetBlue Airways
Corporation
TICKER:
JBLU
CUSIP:
477143101
MEETING DATE:
5/9/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1a:
ELECT DIRECTOR DAVID BARGER
ISSUER
YES
FOR
FOR
PROPOSAL
#1b: ELECT DIRECTOR JENS BISCHOF
ISSUER
YES
FOR
FOR
PROPOSAL
#1c: ELECT DIRECTOR PETER BONEPARTH
ISSUER
YES
FOR
FOR
PROPOSAL
#1d: ELECT DIRECTOR DAVID CHECKETTS
ISSUER
YES
AGAINST
AGAINST
PROPOSAL
#1e: ELECT DIRECTOR VIRGINIA GAMBALE
ISSUER
YES
FOR
FOR
PROPOSAL
#1f: ELECT DIRECTOR STEPHAN GEMKOW
ISSUER
YES
FOR
FOR
PROPOSAL
#1g: ELECT DIRECTOR ELLEN JEWETT
ISSUER
YES
FOR
FOR
PROPOSAL
#1h: ELECT DIRECTOR STANLEY MCCHRYSTAL
ISSUER
YES
FOR
FOR
PROPOSAL
#1i: ELECT DIRECTOR JOEL PETERSON
ISSUER
YES
FOR
FOR
PROPOSAL
#1j: ELECT DIRECTOR ANN RHOADES
ISSUER
YES
FOR
FOR
PROPOSAL
#1k: ELECT DIRECTOR FRANK SICA
ISSUER
YES
FOR
FOR
PROPOSAL
#1l: ELECT DIRECTOR THOMAS WINKELMANN
ISSUER
YES
FOR
FOR
PROPOSAL
#2: RATIFY AUDITORS
ISSUER
YES
FOR
FOR
PROPOSAL
#3: AMEND QUALIFIED EMPLOYEE STOCK PURCHASE
ISSUER
YES
FOR
FOR
PLAN
PROPOSAL #4:
ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
L Brands, Inc.
TICKER:
LTD
CUSIP:
501797104
MEETING DATE:
5/23/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1.1:
ELECT DIRECTOR DENNIS S. HERSCH
ISSUER
YES
FOR
FOR
PROPOSAL
#1.2: ELECT DIRECTOR DAVID T. KOLLAT
ISSUER
YES
FOR
FOR
PROPOSAL
#1.3: ELECT DIRECTOR WILLIAM R. LOOMIS, JR.
ISSUER
YES
FOR
FOR
PROPOSAL
#1.4: ELECT DIRECTOR LESLIE H. WEXNER
ISSUER
YES
FOR
FOR
PROPOSAL
#2: RATIFY AUDITORS
ISSUER
YES
FOR
FOR
PROPOSAL
#3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
PROPOSAL #4:
DECLASSIFY THE BOARD OF DIRECTORS
ISSUER
YES
FOR
FOR
PROPOSAL
#5: PRO-RATA VESTING OF EQUITY PLANS
SHAREHOLDER
YES
AGAINST
FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
L-3
Communications Holdings, Inc.
TICKER:
LLL
CUSIP:
502424104
MEETING DATE:
4/30/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1.1:
ELECT DIRECTOR CLAUDE R. CANIZARES
ISSUER
YES
FOR
FOR
PROPOSAL
#1.2: ELECT DIRECTOR THOMAS A. CORCORAN
ISSUER
YES
FOR
FOR
PROPOSAL
#1.3: ELECT DIRECTOR LLOYD W. NEWTON
ISSUER
YES
FOR
FOR
PROPOSAL
#1.4: ELECT DIRECTOR VINCENT PAGANO, JR.
ISSUER
YES
FOR
FOR
PROPOSAL
#1.5: ELECT DIRECTOR ALAN H. WASHKOWITZ
ISSUER
YES
FOR
FOR
PROPOSAL
#2: AMEND OMNIBUS STOCK PLAN
ISSUER
YES
FOR
FOR
PROPOSAL
#3: DECLASSIFY THE BOARD OF DIRECTORS
ISSUER
YES
FOR
FOR
PROPOSAL
#4: REDUCE SUPERMAJORITY VOTE REQUIREMENT
ISSUER
YES
FOR
FOR
PROPOSAL
#5: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT
ISSUER
YES
FOR
FOR
PROPOSAL
#6: RATIFY AUDITORS
ISSUER
YES
FOR
FOR
PROPOSAL
#7: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
Lorillard, Inc.
TICKER:
LO
CUSIP:
544147101
MEETING DATE:
5/14/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1:
DECLASSIFY THE BOARD OF DIRECTORS
ISSUER
YES
FOR
FOR
PROPOSAL
#2.1: ELECT DIRECTOR ANDREW H. CARD, JR.
ISSUER
YES
FOR
FOR
PROPOSAL #2.2: ELECT DIRECTOR
VIRGIS W. COLBERT
ISSUER
YES
FOR
FOR
PROPOSAL
#2.3: ELECT DIRECTOR RICHARD W. ROEDEL
ISSUER
YES
FOR
FOR
PROPOSAL
#3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
PROPOSAL #4:
RATIFY AUDITORS
ISSUER
YES
FOR
FOR
PROPOSAL
#5: REPORT ON LOBBYING PAYMENTS AND POLICY
SHAREHOLDER
YES
ABSTAIN
AGAINST
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
Masco
Corporation
TICKER:
MAS
CUSIP:
574599106
MEETING DATE:
5/7/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1a:
ELECT DIRECTOR DENNIS W. ARCHER
ISSUER
YES
FOR
FOR
PROPOSAL
#1b: ELECT DIRECTOR DONALD R. PARFET
ISSUER
YES
FOR
FOR
PROPOSAL
#1c: ELECT DIRECTOR LISA A. PAYNE
ISSUER
YES
FOR
FOR
PROPOSAL
#2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
PROPOSAL #3:
RATIFY AUDITORS
ISSUER
YES
FOR
FOR
PROPOSAL
#4: DECLASSIFY THE BOARD OF DIRECTORS
ISSUER
YES
FOR
FOR
PROPOSAL
#5: AMEND OMNIBUS STOCK PLAN
ISSUER
YES
FOR
FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
Micron
Technology, Inc.
TICKER:
MU
CUSIP:
595112103
MEETING DATE:
1/22/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1.1:
ELECT DIRECTOR ROBERT L. BAILEY
ISSUER
YES
FOR
FOR
PROPOSAL
#1.2: ELECT DIRECTOR PATRICK J. BYRNE
ISSUER
YES
FOR
FOR
PROPOSAL
#1.3: ELECT DIRECTOR D. MARK DURCAN
ISSUER
YES
FOR
FOR
PROPOSAL
#1.4: ELECT DIRECTOR MERCEDES JOHNSON
ISSUER
YES
FOR
FOR
PROPOSAL
#1.5: ELECT DIRECTOR LAWRENCE N. MONDRY
ISSUER
YES
FOR
FOR
PROPOSAL
#1.6: ELECT DIRECTOR ROBERT E. SWITZ
ISSUER
YES
FOR
FOR
PROPOSAL
#2: AMEND OMNIBUS STOCK PLAN
ISSUER
YES
FOR
FOR
PROPOSAL
#3: RATIFY AUDITORS
ISSUER
YES
FOR
FOR
PROPOSAL
#4: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
Molex
Incorporated
TICKER:
MOLX
CUSIP:
608554101
MEETING DATE:
10/26/2012
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1.1: ELECT DIRECTOR
MICHELLE L. COLLINS
ISSUER
YES
FOR
FOR
PROPOSAL
#1.2: ELECT DIRECTOR FRED L. KREHBIEL
ISSUER
YES
FOR
FOR
PROPOSAL
#1.3: ELECT DIRECTOR DAVID L. LANDSITTEL
ISSUER
YES
FOR
FOR
PROPOSAL
#1.4: ELECT DIRECTOR JOE W. LAYMON
ISSUER
YES
FOR
FOR
PROPOSAL
#1.5: ELECT DIRECTOR JAMES S. METCALF
ISSUER
YES
FOR
FOR
PROPOSAL
#2: RATIFY AUDITORS
ISSUER
YES
FOR
FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
Nabors
Industries Ltd.
TICKER:
NBR
CUSIP:
G6359F103
MEETING DATE:
6/4/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1.1:
ELECT DIRECTOR JAMES R. CRANE
ISSUER
YES
FOR
FOR
PROPOSAL
#1.2: ELECT DIRECTOR MICHAEL C. LINN
ISSUER
YES
WITHHOLD
AGAINST
PROPOSAL
#1.3: ELECT DIRECTOR JOHN V. LOMBARDI
ISSUER
YES
WITHHOLD
AGAINST
PROPOSAL
#1.4: ELECT DIRECTOR HOWARD WOLF
ISSUER
YES
FOR
FOR
PROPOSAL
#1.5: ELECT DIRECTOR JOHN YEARWOOD
ISSUER
YES
WITHHOLD
AGAINST
PROPOSAL
#2: APPROVE PRICEWATERHOUSE COOPERS LLP AS
ISSUER
YES
FOR
FOR
AUDITOR AND AUTHORIZE BOARD TO FIX THEIR RENUMERATION
PROPOSAL #3:
APPROVE EXECUTIVE INCENTIVE BONUS PLAN
ISSUER
YES
FOR
FOR
PROPOSAL
#4: APPROVE OMNIBUS STOCK PLAN
ISSUER
YES
FOR
FOR
PROPOSAL
#5: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
AGAINST
AGAINST
OFFICERS' COMPENSATION
PROPOSAL #6:
REQUIRE SHAREHOLDER APPROVAL OF SPECIFIC
SHAREHOLDER
YES
AGAINST
FOR
PERFORMANCE METRICS IN EQUITY COMPENSATION PLANS
PROPOSAL #7:
REQUIRE INDEPENDENT BOARD CHAIRMAN
SHAREHOLDER
YES
AGAINST
FOR
PROPOSAL
#8: STOCK RETENTION/HOLDING PERIOD
SHAREHOLDER
YES
AGAINST
FOR
PROPOSAL
#9: SUBMIT SEVERANCE AGREEMENT (CHANGE-IN-
SHAREHOLDER
YES
AGAINST
FOR
CONTROL) TO SHAREHOLDER VOTE
PROPOSAL #10:
ADOPT PROXY ACCESS RIGHT
SHAREHOLDER
YES
AGAINST
FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
New York
Community Bancorp, Inc.
TICKER:
NYCB
CUSIP:
649445103
MEETING DATE:
6/6/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1a:
ELECT DIRECTOR MICHAEL J. LEVINE
ISSUER
YES
FOR
FOR
PROPOSAL
#1b: ELECT DIRECTOR JOHN M. TSIMBINOS
ISSUER
YES
FOR
FOR
PROPOSAL
#1c: ELECT DIRECTOR RONALD A. ROSENFELD
ISSUER
YES
FOR
FOR
PROPOSAL
#1d: ELECT DIRECTOR LAWRENCE J. SAVARESE
ISSUER
YES
FOR
FOR
PROPOSAL
#2: RATIFY AUDITORS
ISSUER
YES
FOR
FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
NEWELL
RUBBERMAID INC.
TICKER:
NWL
CUSIP:
651229106
MEETING DATE:
5/7/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1a:
ELECT DIRECTOR SCOTT S. COWEN
ISSUER
YES
FOR
FOR
PROPOSAL
#1b: ELECT DIRECTOR CYNTHIA A. MONTGOMERY
ISSUER
YES
FOR
FOR
PROPOSAL
#1c: ELECT DIRECTOR JOSE IGNACIO PEREZ-LIZAUR
ISSUER
YES
FOR
FOR
PROPOSAL
#1d: ELECT DIRECTOR MICHAEL B. POLK
ISSUER
YES
FOR
FOR
PROPOSAL
#1e: ELECT DIRECTOR MICHAEL A. TODMAN
ISSUER
YES
FOR
FOR
PROPOSAL
#2: RATIFY AUDITORS
ISSUER
YES
FOR
FOR
PROPOSAL
#3: APPROVE OMNIBUS STOCK PLAN
ISSUER
YES
FOR
FOR
PROPOSAL
#4: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
NRG Energy, Inc.
TICKER:
NRG
CUSIP:
629377508
MEETING DATE:
11/9/2012
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1:
ISSUE SHARES IN CONNECTION WITH
ISSUER
YES
FOR
FOR
ACQUISITION
PROPOSAL #2: FIX
NUMBER OF DIRECTORS AT SIXTEEN
ISSUER
YES
FOR
FOR
PROPOSAL
#3: ADJOURN MEETING
ISSUER
YES
FOR
FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
NRG Energy, Inc.
TICKER:
NRG
CUSIP:
629377508
MEETING DATE:
4/25/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1.1:
ELECT DIRECTOR KIRBYJON H. CALDWELL
ISSUER
YES
FOR
FOR
PROPOSAL
#1.2: ELECT DIRECTOR DAVID CRANE
ISSUER
YES
FOR
FOR
PROPOSAL
#1.3: ELECT DIRECTOR KATHLEEN A. MCGINTY
ISSUER
YES
FOR
FOR
PROPOSAL
#1.4: ELECT DIRECTOR EVAN J. SILVERSTEIN
ISSUER
YES
FOR
FOR
PROPOSAL
#1.5: ELECT DIRECTOR THOMAS H. WEIDEMEYER
ISSUER
YES
FOR
FOR
PROPOSAL
#2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
PROPOSAL #3:
RATIFY AUDITORS
ISSUER
YES
FOR
FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
NV Energy, Inc.
TICKER:
NVE
CUSIP:
67073Y106
MEETING DATE:
5/8/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1a:
ELECT DIRECTOR JOSEPH B. ANDERSON, JR.
ISSUER
YES
FOR
FOR
PROPOSAL
#1b: ELECT DIRECTOR GLENN C. CHRISTENSON
ISSUER
YES
FOR
FOR
PROPOSAL
#1c: ELECT DIRECTOR SUSAN F. CLARK
ISSUER
YES
FOR
FOR
PROPOSAL
#1d: ELECT DIRECTOR STEPHEN E. FRANK
ISSUER
YES
FOR
FOR
PROPOSAL
#1e: ELECT DIRECTOR BRIAN J. KENNEDY
ISSUER
YES
FOR
FOR
PROPOSAL
#1f: ELECT DIRECTOR MAUREEN T. MULLARKEY
ISSUER
YES
FOR
FOR
PROPOSAL
#1g: ELECT DIRECTOR JOHN F. O'REILLY
ISSUER
YES
FOR
FOR
PROPOSAL
#1h: ELECT DIRECTOR PHILIP G. SATRE
ISSUER
YES
FOR
FOR
PROPOSAL
#1i: ELECT DIRECTOR DONALD D. SNYDER
ISSUER
YES
FOR
FOR
PROPOSAL
#1j: ELECT DIRECTOR MICHAEL W. YACKIRA
ISSUER
YES
FOR
FOR
PROPOSAL
#2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
PROPOSAL #3:
APPROVE OMNIBUS STOCK PLAN
ISSUER
YES
FOR
FOR
PROPOSAL
#4: RATIFY AUDITORS
ISSUER
YES
FOR
FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
Omnicare, Inc.
TICKER:
OCR
CUSIP:
681904108
MEETING DATE:
5/22/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1a:
ELECT DIRECTOR JAMES D. SHELTON
ISSUER
YES
FOR
FOR
PROPOSAL
#1b: ELECT DIRECTOR STEVEN J. HEYER
ISSUER
YES
FOR
FOR
PROPOSAL
#1c: ELECT DIRECTOR JOHN WORKMAN
ISSUER
YES
FOR
FOR
PROPOSAL
#1d: ELECT DIRECTOR AMY WALLMAN
ISSUER
YES
FOR
FOR
PROPOSAL
#1e: ELECT DIRECTOR ANDREA R. LINDELL
ISSUER
YES
FOR
FOR
PROPOSAL
#1f: ELECT DIRECTOR BARRY SCHOCHET
ISSUER
YES
FOR
FOR
PROPOSAL
#1g: ELECT DIRECTOR MARK A. EMMERT
ISSUER
YES
FOR
FOR
PROPOSAL
#1h: ELECT DIRECTOR SAM R. LENO
ISSUER
YES
FOR
FOR
PROPOSAL
#1i: ELECT DIRECTOR JOHN L. BERNBACH
ISSUER
YES
FOR
FOR
PROPOSAL
#2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
PROPOSAL #3:
RATIFY AUDITORS
ISSUER
YES
FOR
FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
ONEOK, Inc.
TICKER:
OKE
CUSIP:
682680103
MEETING DATE:
5/22/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1.1:
ELECT DIRECTOR JAMES C. DAY
ISSUER
YES
FOR
FOR
PROPOSAL
#1.2: ELECT DIRECTOR JULIE H. EDWARDS
ISSUER
YES
FOR
FOR
PROPOSAL
#1.3: ELECT DIRECTOR WILLIAM L. FORD
ISSUER
YES
FOR
FOR
PROPOSAL
#1.4: ELECT DIRECTOR JOHN W. GIBSON
ISSUER
YES
FOR
FOR
PROPOSAL
#1.5: ELECT DIRECTOR BERT H. MACKIE
ISSUER
YES
FOR
FOR
PROPOSAL
#1.6: ELECT DIRECTOR STEVEN J. MALCOLM
ISSUER
YES
FOR
FOR
PROPOSAL
#1.7: ELECT DIRECTOR JIM W. MOGG
ISSUER
YES
FOR
FOR
PROPOSAL
#1.8: ELECT DIRECTOR PATTYE L. MOORE
ISSUER
YES
FOR
FOR
PROPOSAL
#1.9: ELECT DIRECTOR GARY D. PARKER
ISSUER
YES
FOR
FOR
PROPOSAL
#1.10: ELECT DIRECTOR EDUARDO A. RODRIGUEZ
ISSUER
YES
FOR
FOR
PROPOSAL
#2: RATIFY AUDITORS
ISSUER
YES
FOR
FOR
PROPOSAL
#3: AMEND OMNIBUS STOCK PLAN
ISSUER
YES
FOR
FOR
PROPOSAL
#4: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
PROPOSAL #5:
REPORT ON METHANE EMISSIONS
SHAREHOLDER
YES
ABSTAIN
AGAINST
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
Pentair Ltd.
TICKER:
PNR
CUSIP:
H6169Q108
MEETING DATE:
4/29/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1a:
ELECT DIRECTOR T. MICHAEL GLENN
ISSUER
YES
FOR
FOR
PROPOSAL
#1b: ELECT DIRECTOR DAVID H. Y. HO
ISSUER
YES
FOR
FOR
PROPOSAL
#1c: ELECT DIRECTOR RONALD L. MERRIMAN
ISSUER
YES
FOR
FOR
PROPOSAL
#2: ACCEPT FINANCIAL STATEMENTS AND
ISSUER
YES
FOR
FOR
STATUTORY REPORTS
PROPOSAL #3:
APPROVE DISCHARGE OF BOARD AND SENIOR
ISSUER
YES
FOR
FOR
MANAGEMENT
PROPOSAL #4a:
RATIFY DELOITTE AG AS STATUTORY AUDITORS
ISSUER
YES
FOR
FOR
PROPOSAL
#4b: RATIFY DELOITTE & TOUCHE LLP AS AUDITORS
ISSUER
YES
FOR
FOR
PROPOSAL
#4c: RATIFY PRICEWATERHOUSECOOPERS AS
ISSUER
YES
FOR
FOR
SPECIAL AUDITORS
PROPOSAL #5a:
APPROPRIATION OF RESULTS FOR THE YEAR
ISSUER
YES
FOR
FOR
ENDED DECEMBER 31, 2012
PROPOSAL #5b:
APPROVE CONVERSION OF CAPITAL
ISSUER
YES
FOR
FOR
CONTRIBUTIONS TO DISTRIBUTE AN ORDINARY CASH DIVIDEND
PROPOSAL #6: ADVISORY VOTE TO
RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
PROPOSAL #7:
APPROVE OMNIBUS STOCK PLAN
ISSUER
YES
FOR
FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
Pentair, Inc.
TICKER:
PNR
CUSIP:
709631105
MEETING DATE:
9/14/2012
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1:
APPROVE MERGER AGREEMENT
ISSUER
YES
FOR
FOR
PROPOSAL
#2: ADVISORY VOTE ON GOLDEN PARACHUTES
ISSUER
YES
FOR
FOR
PROPOSAL
#3: ADJOURN MEETING
ISSUER
YES
FOR
FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
People's United
Financial, Inc.
TICKER:
PBCT
CUSIP:
712704105
MEETING DATE:
4/18/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1.1:
ELECT DIRECTOR KEVIN T. BOTTOMLEY
ISSUER
YES
FOR
FOR
PROPOSAL
#1.2: ELECT DIRECTOR JOHN K. DWIGHT
ISSUER
YES
FOR
FOR
PROPOSAL
#1.3: ELECT DIRECTOR JANET M. HANSEN
ISSUER
YES
FOR
FOR
PROPOSAL
#1.4: ELECT DIRECTOR MARK W. RICHARDS
ISSUER
YES
FOR
FOR
PROPOSAL
#2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
PROPOSAL #3:
DECLASSIFY THE BOARD OF DIRECTORS
ISSUER
YES
FOR
FOR
PROPOSAL
#4: RATIFY AUDITORS
ISSUER
YES
FOR
FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
Pinnacle West
Capital Corporation
TICKER:
PNW
CUSIP:
723484101
MEETING DATE:
5/15/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1.1:
ELECT DIRECTOR EDWARD N. BASHA, JR.
ISSUER
YES
FOR
FOR
PROPOSAL
#1.2: ELECT DIRECTOR DONALD E. BRANDT
ISSUER
YES
FOR
FOR
PROPOSAL
#1.3: ELECT DIRECTOR SUSAN CLARK-JOHNSON
ISSUER
YES
FOR
FOR
PROPOSAL
#1.4: ELECT DIRECTOR DENIS A. CORTESE
ISSUER
YES
FOR
FOR
PROPOSAL
#1.5: ELECT DIRECTOR MICHAEL L. GALLAGHER
ISSUER
YES
FOR
FOR
PROPOSAL
#1.6: ELECT DIRECTOR ROY A. HERBERGER, JR.
ISSUER
YES
FOR
FOR
PROPOSAL
#1.7: ELECT DIRECTOR DALE E. KLEIN
ISSUER
YES
FOR
FOR
PROPOSAL
#1.8: ELECT DIRECTOR HUMBERTO S. LOPEZ
ISSUER
YES
FOR
FOR
PROPOSAL
#1.9: ELECT DIRECTOR KATHRYN L. MUNRO
ISSUER
YES
FOR
FOR
PROPOSAL #1.10: ELECT DIRECTOR
BRUCE J. NORDSTROM
ISSUER
YES
FOR
FOR
PROPOSAL
#2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
PROPOSAL #3:
RATIFY AUDITORS
ISSUER
YES
FOR
FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
Rent-A-Center,
Inc.
TICKER:
RCII
CUSIP:
76009N100
MEETING DATE:
5/9/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1.1.:
ELECT DIRECTOR MITCHELL E. FADEL
ISSUER
YES
FOR
FOR
PROPOSAL
#1.2: ELECT DIRECTOR PAULA STERN, PH.D.
ISSUER
YES
FOR
FOR
PROPOSAL
#2: RATIFY AUDITORS
ISSUER
YES
FOR
FOR
PROPOSAL
#3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
Reynolds
American Inc.
TICKER:
RAI
CUSIP:
761713106
MEETING DATE:
5/9/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1a:
ELECT DIRECTOR DANIEL M. DELEN
ISSUER
YES
FOR
FOR
PROPOSAL
#1b: ELECT DIRECTOR MARTIN D. FEINSTEIN
ISSUER
YES
FOR
FOR
PROPOSAL
#1c: ELECT DIRECTOR LIONEL L. NOWELL, III
ISSUER
YES
FOR
FOR
PROPOSAL
#1d: ELECT DIRECTOR NEIL R. WITHINGTON
ISSUER
YES
FOR
FOR
PROPOSAL
#2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
PROPOSAL #3:
RATIFY AUDITORS
ISSUER
YES
FOR
FOR
PROPOSAL
#4: DECLASSIFY THE BOARD OF DIRECTORS
SHAREHOLDER
YES
FOR
AGAINST
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
Rockwood
Holdings, Inc.
TICKER:
ROC
CUSIP:
774415103
MEETING DATE:
5/21/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1.1:
ELECT DIRECTOR SEIFI GHASEMI
ISSUER
YES
FOR
FOR
PROPOSAL
#1.2: ELECT DIRECTOR SHELDON R. ERIKSON
ISSUER
YES
FOR
FOR
PROPOSAL
#2: RATIFY AUDITORS
ISSUER
YES
FOR
FOR
PROPOSAL
#3: REQUIRE A MAJORITY VOTE FOR THE ELECTION
SHAREHOLDER
YES
AGAINST
FOR
OF DIRECTORS
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
Royal Caribbean
Cruises Ltd.
TICKER:
RCL
CUSIP:
V7780T103
MEETING DATE:
5/22/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1a:
ELECT DIRECTOR WILLIAM L. KIMSEY
ISSUER
YES
FOR
FOR
PROPOSAL
#1b: ELECT DIRECTOR THOMAS J. PRITZKER
ISSUER
YES
FOR
FOR
PROPOSAL
#1c: ELECT DIRECTOR BERNT REITAN
ISSUER
YES
FOR
FOR
PROPOSAL
#2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
PROPOSAL #3:
RATIFY PRICEWATERHOUSECOOPERS LLP AS
ISSUER
YES
FOR
FOR
AUDITORS
PROPOSAL #4:
DECLASSIFY THE BOARD OF DIRECTORS
SHAREHOLDER
YES
FOR
AGAINST
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
Seadrill Limited
TICKER:
SDRL
CUSIP:
G7945E105
MEETING DATE:
9/21/2012
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1:
REELECT JOHN FREDRIKSEN AS DIRECTOR
ISSUER
YES
FOR
FOR
PROPOSAL
#2: REELECT OLAV TROIM AS DIRECTOR
ISSUER
YES
AGAINST
AGAINST
PROPOSAL
#3: REELECT KATE BLANKENSHIP AS DIRECTOR
ISSUER
YES
FOR
FOR
PROPOSAL
#4: REELECT CARL STEEN AS DIRECTOR
ISSUER
YES
FOR
FOR
PROPOSAL
#5: REELECT KATHRINE FREDRIKSEN AS DIRECTOR
ISSUER
YES
FOR
FOR
PROPOSAL
#6: APPROVE PRICEWATERHOUSECOOPERS AS AS
ISSUER
YES
FOR
FOR
AUDITOR AND AUTHORIZE BOARD TO FIX THEIR REMUNERATION
PROPOSAL #7:
APPROVE REMUNERATION OF DIRECTORS
ISSUER
YES
FOR
FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
SLM Corporation
TICKER:
SLM
CUSIP:
78442P106
MEETING DATE:
5/30/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1a:
ELECT DIRECTOR ANN TORRE BATES
ISSUER
YES
FOR
FOR
PROPOSAL
#1b: ELECT DIRECTOR W.M. DIEFENDERFER III
ISSUER
YES
FOR
FOR
PROPOSAL
#1c: ELECT DIRECTOR DIANE SUITT GILLELAND
ISSUER
YES
FOR
FOR
PROPOSAL
#1d: ELECT DIRECTOR EARL A. GOODE
ISSUER
YES
FOR
FOR
PROPOSAL
#1e: ELECT DIRECTOR RONALD F. HUNT
ISSUER
YES
FOR
FOR
PROPOSAL
#1f: ELECT DIRECTOR ALBERT L. LORD
ISSUER
YES
FOR
FOR
PROPOSAL
#1g: ELECT DIRECTOR BARRY A. MUNITZ
ISSUER
YES
FOR
FOR
PROPOSAL
#1h: ELECT DIRECTOR HOWARD H. NEWMAN
ISSUER
YES
FOR
FOR
PROPOSAL #1i: ELECT DIRECTOR FRANK
C. PULEO
ISSUER
YES
FOR
FOR
PROPOSAL
#1j: ELECT DIRECTOR WOLFGANG SCHOELLKOPF
ISSUER
YES
FOR
FOR
PROPOSAL
#1k: ELECT DIRECTOR STEVEN L. SHAPIRO
ISSUER
YES
FOR
FOR
PROPOSAL
#1l: ELECT DIRECTOR ANTHONY P. TERRACCIANO
ISSUER
YES
FOR
FOR
PROPOSAL
#1m: ELECT DIRECTOR BARRY L. WILLIAMS
ISSUER
YES
FOR
FOR
PROPOSAL
#2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
PROPOSAL #3:
RATIFY AUDITORS
ISSUER
YES
FOR
FOR
PROPOSAL
#4: REPORT ON LOBBYING PAYMENTS AND POLICY
SHAREHOLDER
YES
ABSTAIN
AGAINST
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
Southwest
Airlines Co.
TICKER:
LUV
CUSIP:
844741108
MEETING DATE:
5/15/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1a:
ELECT DIRECTOR DAVID W. BIEGLER
ISSUER
YES
FOR
FOR
PROPOSAL
#1b: ELECT DIRECTOR J. VERONICA BIGGINS
ISSUER
YES
FOR
FOR
PROPOSAL
#1c: ELECT DIRECTOR DOUGLAS H. BROOKS
ISSUER
YES
FOR
FOR
PROPOSAL
#1d: ELECT DIRECTOR WILLIAM H. CUNNINGHAM
ISSUER
YES
FOR
FOR
PROPOSAL
#1e: ELECT DIRECTOR JOHN G. DENISON
ISSUER
YES
FOR
FOR
PROPOSAL
#1f: ELECT DIRECTOR GARY C. KELLY
ISSUER
YES
FOR
FOR
PROPOSAL
#1g: ELECT DIRECTOR NANCY B. LOEFFLER
ISSUER
YES
FOR
FOR
PROPOSAL
#1h: ELECT DIRECTOR JOHN T. MONTFORD
ISSUER
YES
FOR
FOR
PROPOSAL
#1i: ELECT DIRECTOR THOMAS M. NEALON
ISSUER
YES
FOR
FOR
PROPOSAL
#1j: ELECT DIRECTOR DANIEL D. VILLANUEVA
ISSUER
YES
FOR
FOR
PROPOSAL
#2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
PROPOSAL #3:
AMEND QUALIFIED EMPLOYEE STOCK PURCHASE
ISSUER
YES
FOR
FOR
PLAN
PROPOSAL #4:
RATIFY AUDITORS
ISSUER
YES
FOR
FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
Spectra Energy
Corp
TICKER:
SE
CUSIP:
847560109
MEETING DATE:
4/30/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1a:
ELECT DIRECTOR WILLIAM T. ESREY
ISSUER
YES
FOR
FOR
PROPOSAL
#1b: ELECT DIRECTOR GREGORY L. EBEL
ISSUER
YES
FOR
FOR
PROPOSAL
#1c: ELECT DIRECTOR AUSTIN A. ADAMS
ISSUER
YES
FOR
FOR
PROPOSAL
#1d: ELECT DIRECTOR JOSEPH ALVARADO
ISSUER
YES
FOR
FOR
PROPOSAL
#1e: ELECT DIRECTOR PAMELA L. CARTER
ISSUER
YES
FOR
FOR
PROPOSAL #1f: ELECT DIRECTOR F.
ANTHONY COMPER
ISSUER
YES
FOR
FOR
PROPOSAL
#1g: ELECT DIRECTOR PETER B. HAMILTON
ISSUER
YES
FOR
FOR
PROPOSAL
#1h: ELECT DIRECTOR DENNIS R. HENDRIX
ISSUER
YES
FOR
FOR
PROPOSAL
#1i: ELECT DIRECTOR MICHAEL MCSHANE
ISSUER
YES
FOR
FOR
PROPOSAL
#1j: ELECT DIRECTOR MICHAEL G. MORRIS
ISSUER
YES
FOR
FOR
PROPOSAL
#1k: ELECT DIRECTOR MICHAEL E.J. PHELPS
ISSUER
YES
FOR
FOR
PROPOSAL
#2: RATIFY AUDITORS
ISSUER
YES
FOR
FOR
PROPOSAL
#3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
PROPOSAL #4:
REPORT ON LOBBYING PAYMENTS AND POLICY
SHAREHOLDER
YES
ABSTAIN
AGAINST
PROPOSAL
#5: REPORT ON METHANE EMISSIONS
SHAREHOLDER
YES
ABSTAIN
AGAINST
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
SPX Corporation
TICKER:
SPW
CUSIP:
784635104
MEETING DATE:
5/2/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1.1:
ELECT DIRECTOR TERRY S. LISENBY
ISSUER
YES
FOR
FOR
PROPOSAL
#1.2: ELECT DIRECTOR DAVID V. SINGER
ISSUER
YES
FOR
FOR
PROPOSAL
#2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
PROPOSAL #3:
DECLASSIFY THE BOARD OF DIRECTORS
ISSUER
YES
FOR
FOR
PROPOSAL
#4: RATIFY AUDITORS
ISSUER
YES
FOR
FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
St. Jude
Medical, Inc.
TICKER:
STJ
CUSIP:
790849103
MEETING DATE:
5/2/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1a:
ELECT DIRECTOR STUART M. ESSIG
ISSUER
YES
FOR
FOR
PROPOSAL
#1b: ELECT DIRECTOR BARBARA B. HILL
ISSUER
YES
FOR
FOR
PROPOSAL
#1c: ELECT DIRECTOR MICHAEL A. ROCCA
ISSUER
YES
FOR
FOR
PROPOSAL
#2: DECLASSIFY THE BOARD OF DIRECTORS
ISSUER
YES
FOR
FOR
PROPOSAL
#3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
PROPOSAL #4:
RATIFY AUDITORS
ISSUER
YES
FOR
FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
Stanley Black
& Decker, Inc.
TICKER:
SWK
CUSIP:
854502101
MEETING DATE:
4/16/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1.1: ELECT DIRECTOR
GEORGE W. BUCKLEY
ISSUER
YES
FOR
FOR
PROPOSAL
#1.2: ELECT DIRECTOR PATRICK D. CAMPBELL
ISSUER
YES
FOR
FOR
PROPOSAL
#1.3: ELECT DIRECTOR CARLOS M. CARDOSO
ISSUER
YES
FOR
FOR
PROPOSAL
#1.4: ELECT DIRECTOR ROBERT B. COUTTS
ISSUER
YES
FOR
FOR
PROPOSAL
#1.5: ELECT DIRECTOR BENJAMIN H. GRISWOLD, IV
ISSUER
YES
FOR
FOR
PROPOSAL
#1.6: ELECT DIRECTOR JOHN F. LUNDGREN
ISSUER
YES
FOR
FOR
PROPOSAL
#1.7: ELECT DIRECTOR ANTHONY LUISO
ISSUER
YES
FOR
FOR
PROPOSAL
#1.8: ELECT DIRECTOR MARIANNE M. PARRS
ISSUER
YES
FOR
FOR
PROPOSAL
#1.9: ELECT DIRECTOR ROBERT L. RYAN
ISSUER
YES
FOR
FOR
PROPOSAL
#2: APPROVE OMNIBUS STOCK PLAN
ISSUER
YES
FOR
FOR
PROPOSAL
#3: RATIFY AUDITORS
ISSUER
YES
FOR
FOR
PROPOSAL
#4: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
The Chubb
Corporation
TICKER:
CB
CUSIP:
171232101
MEETING DATE:
4/30/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1a:
ELECTION OF DIRECTOR ZOE BAIRD BUDINGER
ISSUER
YES
FOR
FOR
PROPOSAL
#1b: ELECTION OF DIRECTOR SHEILA P. BURKE
ISSUER
YES
FOR
FOR
PROPOSAL
#1c: ELECTION OF DIRECTOR JAMES I. CASH, JR.
ISSUER
YES
FOR
FOR
PROPOSAL
#1d: ELECTION OF DIRECTOR JOHN D. FINNEGAN
ISSUER
YES
FOR
FOR
PROPOSAL
#1e: ELECTION OF DIRECTOR LAWRENCE W. KELLNER
ISSUER
YES
FOR
FOR
PROPOSAL
#1f: ELECTION OF DIRECTOR MARTIN G. MCGUINN
ISSUER
YES
FOR
FOR
PROPOSAL
#1g: ELECTION OF DIRECTOR LAWRENCE M. SMALL
ISSUER
YES
FOR
FOR
PROPOSAL
#1h: ELECTION OF DIRECTOR JESS SODERBERG
ISSUER
YES
FOR
FOR
PROPOSAL
#1i: ELECTION OF DIRECTOR DANIEL E. SOMERS
ISSUER
YES
FOR
FOR
PROPOSAL
#1j: ELECTION OF DIRECTOR WILLIAM C. WELDON
ISSUER
YES
FOR
FOR
PROPOSAL
#1k: ELECTION OF DIRECTOR JAMES M. ZIMMERMAN
ISSUER
YES
FOR
FOR
PROPOSAL
#1l: ELECTION OF DIRECTOR ALFRED W. ZOLLAR
ISSUER
YES
FOR
FOR
PROPOSAL
#2: RATIFY AUDITORS
ISSUER
YES
FOR
FOR
PROPOSAL
#3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
PROPOSAL #4:
REQUIRE CONSISTENCY WITH CORPORATE
SHAREHOLDER
YES
AGAINST
FOR
VALUES AND REPORT ON POLITICAL CONTRIBUTIONS
PROPOSAL #5:
REPORT ON SUSTAINABILITY
SHAREHOLDER
YES
AGAINST
FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
Unum Group
TICKER:
UNM
CUSIP:
91529Y106
MEETING DATE:
5/23/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1.1:
ELECT DIRECTOR E. MICHAEL CAULFIELD
ISSUER
YES
FOR
FOR
PROPOSAL
#1.2: ELECT DIRECTOR RONALD E. GOLDSBERRY
ISSUER
YES
FOR
FOR
PROPOSAL
#1.3: ELECT DIRECTOR KEVIN T. KABAT
ISSUER
YES
FOR
FOR
PROPOSAL
#1.4: ELECT DIRECTOR MICHAEL J. PASSARELLA
ISSUER
YES
FOR
FOR
PROPOSAL
#2: DECLASSIFY THE BOARD OF DIRECTORS
ISSUER
YES
FOR
FOR
PROPOSAL
#3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
PROPOSAL #4:
APPROVE EXECUTIVE INCENTIVE BONUS PLAN
ISSUER
YES
FOR
FOR
PROPOSAL
#5: RATIFY AUDITORS
ISSUER
YES
FOR
FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
Valero Energy
Corporation
TICKER:
VLO
CUSIP:
91913Y100
MEETING DATE:
5/2/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1a:
ELECT DIRECTOR JERRY D. CHOATE
ISSUER
YES
FOR
FOR
PROPOSAL
#1b: ELECT DIRECTOR RUBEN M. ESCOBEDO
ISSUER
YES
FOR
FOR
PROPOSAL
#1c: ELECT DIRECTOR WILLIAM R. KLESSE
ISSUER
YES
FOR
FOR
PROPOSAL
#1d: ELECT DIRECTOR DEBORAH P. MAJORAS
ISSUER
YES
FOR
FOR
PROPOSAL
#1e: ELECT DIRECTOR BOB MARBUT
ISSUER
YES
FOR
FOR
PROPOSAL
#1f: ELECT DIRECTOR DONALD L. NICKLES
ISSUER
YES
FOR
FOR
PROPOSAL
#1g: ELECT DIRECTOR PHILIP J. PFEIFFER
ISSUER
YES
FOR
FOR
PROPOSAL
#1h: ELECT DIRECTOR ROBERT A. PROFUSEK
ISSUER
YES
FOR
FOR
PROPOSAL
#1i: ELECT DIRECTOR SUSAN KAUFMAN PURCELL
ISSUER
YES
FOR
FOR
PROPOSAL
#1j: ELECT DIRECTOR STEPHEN M. WATERS
ISSUER
YES
FOR
FOR
PROPOSAL
#1k: ELECT DIRECTOR RANDALL J. WEISENBURGER
ISSUER
YES
FOR
FOR
PROPOSAL
#1l: ELECT DIRECTOR RAYFORD WILKINS, JR.
ISSUER
YES
FOR
FOR
PROPOSAL
#2: RATIFY AUDITORS
ISSUER
YES
FOR
FOR
PROPOSAL
#3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
PROPOSAL #4:
REPORT ON POLITICAL CONTRIBUTIONS AND
SHAREHOLDER
YES
ABSTAIN
AGAINST
LOBBYING EXPENDITURES
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
WPX Energy, Inc.
TICKER:
WPX
CUSIP:
98212B103
MEETING DATE:
5/22/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1.1:
ELECT DIRECTOR JOHN A. CARRIG
ISSUER
YES
FOR
FOR
PROPOSAL
#1.2: ELECT DIRECTOR HENRY E. LENTZ
ISSUER
YES
FOR
FOR
PROPOSAL
#1.3: ELECT DIRECTOR WILLIAM G. LOWRIE
ISSUER
YES
FOR
FOR
PROPOSAL
#2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
PROPOSAL #3:
ADVISORY VOTE ON SAY ON PAY FREQUENCY
ISSUER
YES
ONE YEAR
FOR
PROPOSAL
#4: APPROVE OMNIBUS STOCK PLAN
ISSUER
YES
FOR
FOR
PROPOSAL
#5: RATIFY AUDITORS
ISSUER
YES
FOR
FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
Xcel Energy Inc.
TICKER:
XEL
CUSIP:
98389B100
MEETING DATE:
5/22/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1a:
ELECT DIRECTOR GAIL KOZIARA BOUDREAUX
ISSUER
YES
FOR
FOR
PROPOSAL
#1b: ELECT DIRECTOR FREDRIC W. CORRIGAN
ISSUER
YES
FOR
FOR
PROPOSAL
#1c: ELECT DIRECTOR RICHARD K. DAVIS
ISSUER
YES
FOR
FOR
PROPOSAL
#1d: ELECT DIRECTOR BENJAMIN G.S. FOWKE, III
ISSUER
YES
FOR
FOR
PROPOSAL
#1e: ELECT DIRECTOR ALBERT F. MORENO
ISSUER
YES
FOR
FOR
PROPOSAL
#1f: ELECT DIRECTOR RICHARD T. O'BRIEN
ISSUER
YES
FOR
FOR
PROPOSAL
#1g: ELECT DIRECTOR CHRISTOPHER J. POLICINSKI
ISSUER
YES
FOR
FOR
PROPOSAL
#1h: ELECT DIRECTOR A. PATRICIA SAMPSON
ISSUER
YES
FOR
FOR
PROPOSAL
#1i: ELECT DIRECTOR JAMES J. SHEPPARD
ISSUER
YES
FOR
FOR
PROPOSAL
#1j: ELECT DIRECTOR DAVID A. WESTERLUND
ISSUER
YES
FOR
FOR
PROPOSAL
#1k: ELECT DIRECTOR KIM WILLIAMS
ISSUER
YES
FOR
FOR
PROPOSAL
#1l: ELECT DIRECTOR TIMOTHY V. WOLF
ISSUER
YES
FOR
FOR
PROPOSAL
#2: RATIFY AUDITORS
ISSUER
YES
FOR
FOR
PROPOSAL
#3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
PROPOSAL #4:
REQUIRE INDEPENDENT BOARD CHAIRMAN
SHAREHOLDER
YES
AGAINST
FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
XL Group plc
TICKER:
XL
CUSIP:
G98290102
MEETING DATE:
4/26/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1:
ELECT JOSEPH MAURIELLO AS DIRECTOR
ISSUER
YES
FOR
FOR
PROPOSAL
#2: ELECT EUGENE M. MCQUADE AS DIRECTOR
ISSUER
YES
FOR
FOR
PROPOSAL
#3: ELECT CLAYTON S. ROSE AS DIRECTOR
ISSUER
YES
FOR
FOR
PROPOSAL
#4: APPROVE PRICEWATERHOUSECOOPERS LLP AS
ISSUER
YES
FOR
FOR
AUDITORS AND AUTHORIZE BOARD TO FIX THEIR
PROPOSAL #5:
ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
Xylem Inc.
TICKER:
XYL
CUSIP:
98419M100
MEETING DATE:
5/7/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1a:
ELECT DIRECTOR CURTIS J. CRAWFORD
ISSUER
YES
FOR
FOR
PROPOSAL
#1b: ELECT DIRECTOR ROBERT F. FRIEL
ISSUER
YES
FOR
FOR
PROPOSAL
#1c: ELECT DIRECTOR SURYA N. MOHAPATRA
ISSUER
YES
FOR
FOR
PROPOSAL
#2: RATIFY AUDITORS
ISSUER
YES
FOR
FOR
PROPOSAL
#3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE
ISSUER
YES
FOR
FOR
OFFICERS' COMPENSATION
PROPOSAL #4:
DECLASSIFY THE BOARD OF DIRECTORS
ISSUER
YES
FOR
FOR
PROPOSAL
#5: AMEND ARTICLES/BYLAWS/CHARTER -- CALL
SHAREHOLDER
YES
AGAINST
FOR
SPECIAL MEETINGS
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER:
Yamana Gold Inc.
TICKER:
YRI
CUSIP:
98462Y100
MEETING DATE:
5/1/2013
FOR/AGAINST
PROPOSAL:
PROPOSED BY
VOTED?
VOTE CAST
MGMT
PROPOSAL #1.1:
ELECT DIRECTOR PETER MARRONE
ISSUER
YES
FOR
FOR
PROPOSAL
#1.2: ELECT DIRECTOR PATRICK J. MARS
ISSUER
YES
FOR
FOR
PROPOSAL
#1.3: ELECT DIRECTOR JOHN BEGEMAN
ISSUER
YES
FOR
FOR
PROPOSAL
#1.4: ELECT DIRECTOR ALEXANDER DAVIDSON
ISSUER
YES
FOR
FOR
PROPOSAL
#1.5: ELECT DIRECTOR RICHARD GRAFF
ISSUER
YES
FOR
FOR
PROPOSAL
#1.6: ELECT DIRECTOR NIGEL LEES
ISSUER
YES
FOR
FOR
PROPOSAL
#1.7: ELECT DIRECTOR JUVENAL MESQUITA FILHO
ISSUER
YES
FOR
FOR
PROPOSAL
#1.8: ELECT DIRECTOR CARL RENZONI
ISSUER
YES
FOR
FOR
PROPOSAL
#1.9: ELECT DIRECTOR ANTENOR F. SILVA, JR.
ISSUER
YES
FOR
FOR
PROPOSAL #1.10: ELECT DIRECTOR
DINO TITARO
ISSUER
YES
FOR
FOR
PROPOSAL
#2: RATIFY DELOITTE LLP AS AUDITORS
ISSUER
YES
FOR
FOR
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.
VANGUARD
WHITEHALL FUNDS
By: /s/F.
William McNabb III
F.
William McNabb III*
Chairman and Chief Executive Officer
Date: August
29, 2013
*By: /s/Heidi
Stam
Heidi Stam,
pursuant to a Power of Attorney filed on March 27, 2012,
see
File Number 2-11444. Incorporated by Reference.
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