UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT
COMPANY
INVESTMENT COMPANY ACT FILE NUMBER: 811-21832
NAME OF REGISTRANT: Eaton Vance Tax-Managed Diversified
Equity Income Fund
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: Two International Place
Boston, MA 02110
NAME AND ADDRESS OF AGENT FOR SERVICE: Maureen A. Gemma, Esq.
Two International Place
Boston, MA 02110
REGISTRANT'S TELEPHONE NUMBER: 617-482-8260
DATE OF FISCAL YEAR END: 10/31
DATE OF REPORTING PERIOD: 07/01/2013 - 06/30/2014
Eaton Vance Tax-Managed Diversified Equity Income Fund
--------------------------------------------------------------------------------------------------------------------------
ABBOTT LABORATORIES Agenda Number: 933934641
--------------------------------------------------------------------------------------------------------------------------
Security: 002824100
Meeting Type: Annual
Meeting Date: 25-Apr-2014
Ticker: ABT
ISIN: US0028241000
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
R.J. ALPERN Mgmt For For
R.S. AUSTIN Mgmt For For
S.E. BLOUNT Mgmt For For
W.J. FARRELL Mgmt For For
E.M. LIDDY Mgmt For For
N. MCKINSTRY Mgmt For For
P.N. NOVAKOVIC Mgmt For For
W.A. OSBORN Mgmt For For
S.C. SCOTT III Mgmt For For
G.F. TILTON Mgmt For For
M.D. WHITE Mgmt For For
2. RATIFICATION OF ERNST & YOUNG LLP AS Mgmt For For
AUDITORS
3. SAY ON PAY - AN ADVISORY VOTE TO APPROVE Mgmt For For
EXECUTIVE COMPENSATION
4. SHAREHOLDER PROPOSAL - GENETICALLY MODIFIED Shr Against For
INGREDIENTS
5. SHAREHOLDER PROPOSAL - LOBBYING DISCLOSURE Shr Against For
6. SHAREHOLDER PROPOSAL - INCENTIVE Shr For Against
COMPENSATION
--------------------------------------------------------------------------------------------------------------------------
ACCENTURE PLC Agenda Number: 933911592
--------------------------------------------------------------------------------------------------------------------------
Security: G1151C101
Meeting Type: Annual
Meeting Date: 30-Jan-2014
Ticker: ACN
ISIN: IE00B4BNMY34
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. TO ACCEPT, IN A NON-BINDING VOTE, THE Mgmt For For
COMPANY'S IRISH FINANCIAL STATEMENTS FOR
THE TWELVE-MONTH PERIOD ENDED AUGUST 31,
2013, AS PRESENTED.
2A. RE-APPOINTMENT OF THE BOARD OF DIRECTOR: Mgmt For For
JAIME ARDILA
2B. RE-APPOINTMENT OF THE BOARD OF DIRECTOR: Mgmt For For
CHARLES H. GIANCARLO
2C. RE-APPOINTMENT OF THE BOARD OF DIRECTOR: Mgmt For For
WILLIAM L. KIMSEY
2D. RE-APPOINTMENT OF THE BOARD OF DIRECTOR: Mgmt For For
BLYTHE J. MCGARVIE
2E. RE-APPOINTMENT OF THE BOARD OF DIRECTOR: Mgmt For For
MARK MOODY-STUART
2F. RE-APPOINTMENT OF THE BOARD OF DIRECTOR: Mgmt For For
PIERRE NANTERME
2G. RE-APPOINTMENT OF THE BOARD OF DIRECTOR: Mgmt For For
GILLES C. PELISSON
2H. RE-APPOINTMENT OF THE BOARD OF DIRECTOR: Mgmt For For
WULF VON SCHIMMELMANN
3. TO RATIFY, IN A NON-BINDING VOTE, THE Mgmt For For
APPOINTMENT OF KPMG AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM OF
ACCENTURE PLC FOR A TERM EXPIRING AT OUR
ANNUAL GENERAL MEETING OF SHAREHOLDERS IN
2015 AND TO AUTHORIZE, IN A BINDING VOTE,
THE BOARD, ACTING THROUGH THE AUDIT
COMMITTEE, TO DETERMINE KPMG'S
REMUNERATION.
4. TO APPROVE, IN A NON-BINDING VOTE, THE Mgmt For For
COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS.
5. TO GRANT THE BOARD THE AUTHORITY TO ISSUE Mgmt For For
SHARES UNDER IRISH LAW.
6. TO GRANT THE BOARD THE AUTHORITY TO OPT-OUT Mgmt For For
OF STATUTORY PRE-EMPTION RIGHTS UNDER IRISH
LAW.
7. TO APPROVE A CAPITAL REDUCTION AND CREATION Mgmt For For
OF DISTRIBUTABLE RESERVES UNDER IRISH LAW.
8. TO AUTHORIZE HOLDING THE 2015 ANNUAL Mgmt For For
GENERAL MEETING OF SHAREHOLDERS OF
ACCENTURE PLC AT A LOCATION OUTSIDE OF
IRELAND AS REQUIRED UNDER IRISH LAW.
9. TO AUTHORIZE ACCENTURE TO MAKE OPEN-MARKET Mgmt For For
PURCHASES OF ACCENTURE PLC CLASS A ORDINARY
SHARES UNDER IRISH LAW.
10. TO DETERMINE THE PRICE RANGE AT WHICH Mgmt For For
ACCENTURE PLC CAN RE-ISSUE SHARES THAT IT
ACQUIRES AS TREASURY STOCK UNDER IRISH LAW.
--------------------------------------------------------------------------------------------------------------------------
ACE LIMITED Agenda Number: 933908088
--------------------------------------------------------------------------------------------------------------------------
Security: H0023R105
Meeting Type: Special
Meeting Date: 10-Jan-2014
Ticker: ACE
ISIN: CH0044328745
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. APPROVAL OF THE PAYMENT OF DIVIDENDS FROM Mgmt For For
LEGAL RESERVES
2. ELECTION OF HOMBURGER AG AS OUR INDEPENDENT Mgmt For For
PROXY UNTIL THE CONCLUSION OF OUR 2014
ORDINARY GENERAL MEETING
3. IF A NEW AGENDA ITEM OR A NEW PROPOSAL FOR Mgmt For For
AN EXISTING AGENDA ITEM IS PUT BEFORE THE
MEETING I/WE HEREWITH AUTHORIZE AND
INSTRUCT THE INDEPENDENT PROXY TO VOTE AS
FOLLOWS IN RESPECT OF THE POSITION OF THE
BOARD OF DIRECTORS
--------------------------------------------------------------------------------------------------------------------------
ACE LIMITED Agenda Number: 933981133
--------------------------------------------------------------------------------------------------------------------------
Security: H0023R105
Meeting Type: Annual
Meeting Date: 15-May-2014
Ticker: ACE
ISIN: CH0044328745
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. APPROVAL OF THE ANNUAL REPORT, STANDALONE Mgmt For For
FINANCIAL STATEMENTS AND CONSOLIDATED
FINANCIAL STATEMENTS OF ACE LIMITED FOR THE
YEAR ENDED DECEMBER 31, 2013
2. ALLOCATION OF DISPOSABLE PROFIT Mgmt For For
3. DISCHARGE OF THE BOARD OF DIRECTORS Mgmt For For
4A. ELECTION OF DIRECTOR: JOHN EDWARDSON Mgmt For For
4B. ELECTION OF DIRECTOR: KIMBERLY ROSS Mgmt For For
4C. ELECTION OF DIRECTOR: ROBERT SCULLY Mgmt For For
4D. ELECTION OF DIRECTOR: DAVID SIDWELL Mgmt For For
4E. ELECTION OF DIRECTOR: EVAN G. GREENBERG Mgmt For For
4F. ELECTION OF DIRECTOR: ROBERT M. HERNANDEZ Mgmt For For
4G. ELECTION OF DIRECTOR: MICHAEL G. ATIEH Mgmt For For
4H. ELECTION OF DIRECTOR: MARY A. CIRILLO Mgmt For For
4I. ELECTION OF DIRECTOR: MICHAEL P. CONNORS Mgmt For For
4J. ELECTION OF DIRECTOR: PETER MENIKOFF Mgmt For For
4K. ELECTION OF DIRECTOR: LEO F. MULLIN Mgmt For For
4L. ELECTION OF DIRECTOR: EUGENE B. SHANKS, JR. Mgmt For For
4M. ELECTION OF DIRECTOR: THEODORE E. SHASTA Mgmt For For
4N. ELECTION OF DIRECTOR: OLIVIER STEIMER Mgmt For For
5. ELECTION OF EVAN G. GREENBERG AS THE Mgmt For For
CHAIRMAN OF THE BOARD OF DIRECTORS UNTIL
OUR NEXT ANNUAL GENERAL MEETING
6A. ELECTION OF THE COMPENSATION COMMITTEE OF Mgmt For For
THE BOARD OF DIRECTOR: MICHAEL P. CONNORS
6B. ELECTION OF THE COMPENSATION COMMITTEE OF Mgmt For For
THE BOARD OF DIRECTOR: MARY A. CIRILLO
6C. ELECTION OF THE COMPENSATION COMMITTEE OF Mgmt For For
THE BOARD OF DIRECTOR: JOHN EDWARDSON
6D. ELECTION OF THE COMPENSATION COMMITTEE OF Mgmt For For
THE BOARD OF DIRECTOR: ROBERT M. HERNANDEZ
7. ELECTION OF HAMBURGER AG AS INDEPENDENT Mgmt For For
PROXY UNTIL THE CONCLUSION OF OUR NEXT
ANNUAL GENERAL MEETING
8A. ELECTION OF PRICEWATERHOUSECOOPERS AG Mgmt For For
(ZURICH) AS OUR STATUTORY AUDITOR UNTIL OUR
NEXT ANNUAL GENERAL MEETING
8B. RATIFICATION OF APPOINTMENT OF INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM
PRICEWATERHOUSECOOPERS LLP (UNITED STATES)
FOR PURPOSES OF UNITED STATES SECURITIES
LAW REPORTING FOR THE YEAR ENDING DECEMBER
31, 2014
8C. ELECTION OF BDO AG (ZURICH) AS SPECIAL Mgmt For For
AUDITING FIRM UNTIL OUR NEXT ANNUAL GENERAL
MEETING
9. AMENDMENT OF THE ARTICLES OF ASSOCIATION Mgmt For For
RELATING TO AUTHORIZED SHARE CAPITAL FOR
GENERAL PURPOSES
10. APPROVAL OF THE PAYMENT OF A DISTRIBUTION Mgmt For For
TO SHAREHOLDERS THROUGH REDUCTION OF THE
PAR VALUE OF OUR SHARES, SUCH PAYMENT TO BE
MADE IN FOUR QUARTERLY INSTALLMENTS AT SUCH
TIMES DURING THE PERIOD THROUGH OUR NEXT
ANNUAL GENERAL MEETING AS SHALL BE
DETERMINED BY THE BOARD OF DIRECTORS
11. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION
12. IF A NEW AGENDA ITEM OR A NEW PROPOSAL FOR Mgmt Against Against
AN EXISTING AGENDA ITEM IS PUT BEFORE THE
MEETING, I/WE HEREBY AUTHORIZE AND INSTRUCT
THE INDEPENDENT PROXY TO VOTE AS FOLLOWS:
MARK "FOR" TO VOTE IN ACCORDANCE WITH THE
POSITION OF THE BOARD OF DIRECTORS; MARK
"AGAINST" TO VOTE AGAINST NEW ITEMS AND
PROPOSALS; MARK "ABSTAIN" TO ABSTAIN
--------------------------------------------------------------------------------------------------------------------------
AFLAC INCORPORATED Agenda Number: 933939956
--------------------------------------------------------------------------------------------------------------------------
Security: 001055102
Meeting Type: Annual
Meeting Date: 05-May-2014
Ticker: AFL
ISIN: US0010551028
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: DANIEL P. AMOS Mgmt For For
1B. ELECTION OF DIRECTOR: JOHN SHELBY AMOS II Mgmt For For
1C. ELECTION OF DIRECTOR: PAUL S. AMOS II Mgmt For For
1D. ELECTION OF DIRECTOR: W. PAUL BOWERS Mgmt For For
1E. ELECTION OF DIRECTOR: KRISS CLONINGER III Mgmt For For
1F. ELECTION OF DIRECTOR: ELIZABETH J. HUDSON Mgmt For For
1G. ELECTION OF DIRECTOR: DOUGLAS W. JOHNSON Mgmt For For
1H. ELECTION OF DIRECTOR: ROBERT B. JOHNSON Mgmt For For
1I. ELECTION OF DIRECTOR: CHARLES B. KNAPP Mgmt For For
1J. ELECTION OF DIRECTOR: BARBARA K. RIMER, Mgmt For For
DRPH
1K. ELECTION OF DIRECTOR: MELVIN T. STITH Mgmt For For
1L. ELECTION OF DIRECTOR: DAVID GARY THOMPSON Mgmt For For
1M. ELECTION OF DIRECTOR: TAKURO YOSHIDA Mgmt For For
2. TO CONSIDER THE FOLLOWING NON-BINDING Mgmt Against Against
ADVISORY PROPOSAL: "RESOLVED, THAT THE
SHAREHOLDERS APPROVE THE COMPENSATION OF
THE COMPANY'S NAMED EXECUTIVE OFFICERS,
PURSUANT TO THE COMPENSATION DISCLOSURE
RULES OF THE SECURITIES AND EXCHANGE
COMMISSION, INCLUDING AS DISCLOSED IN THE
COMPENSATION DISCUSSION AND ANALYSIS,
EXECUTIVE COMPENSATION TABLES AND
ACCOMPANYING NARRATIVE DISCUSSION IN THE
PROXY STATEMENT"
3. TO CONSIDER AND ACT UPON THE RATIFICATION Mgmt For For
OF THE APPOINTMENT OF KPMG LLP AS
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM OF THE COMPANY FOR THE YEAR ENDING
DECEMBER 31, 2014
--------------------------------------------------------------------------------------------------------------------------
ALLIANZ SE, MUENCHEN Agenda Number: 705077623
--------------------------------------------------------------------------------------------------------------------------
Security: D03080112
Meeting Type: AGM
Meeting Date: 07-May-2014
Ticker:
ISIN: DE0008404005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please note that by judgement of OLG Non-Voting
Cologne rendered on June 6, 2013, any
shareholder who holds an aggregate total of
3 percent or more of the outstanding share
capital must register under their
beneficial owner details before the
appropriate deadline to be able to vote.
Failure to comply with the declaration
requirements as stipulated in section 21 of
the Securities Trade Act (WpHG) may prevent
the shareholder from voting at the general
meetings. Therefore, your custodian may
request that we register beneficial owner
data for all voted accounts with the
respective sub custodian. If you require
further information whether or not such BO
registration will be conducted for your
custodians accounts, please contact your
CSR.
The sub-custodian banks optimized their Non-Voting
processes and established solutions, which
do not require share blocking. Registered
shares will be deregistered according to
trading activities or at the deregistration
date by the sub custodians. In order to
deliver/settle a voted position before the
deregistration date a voting instruction
cancellation and de-registration request
needs to be sent. Please contact your CSR
for further information.
The Vote/Registration Deadline as displayed Non-Voting
on ProxyEdge is subject to change and will
be updated as soon as Broadridge receives
confirmation from the sub custodians
regarding their instruction deadline. For
any queries please contact your Client
Services Representative.
ACCORDING TO GERMAN LAW, IN CASE OF Non-Voting
SPECIFIC CONFLICTS OF INTEREST IN
CONNECTION WITH SPECIFIC ITEMS OF THE
AGENDA FOR THE GENERAL MEETING YOU ARE NOT
ENTITLED TO EXERCISE YOUR VOTING RIGHTS.
FURTHER, YOUR VOTING RIGHT MIGHT BE
EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS
HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE
NOT COMPLIED WITH ANY OF YOUR MANDATORY
VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE
GERMAN SECURITIES TRADING ACT (WHPG). FOR
QUESTIONS IN THIS REGARD PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE FOR
CLARIFICATION. IF YOU DO NOT HAVE ANY
INDICATION REGARDING SUCH CONFLICT OF
INTEREST, OR ANOTHER EXCLUSION FROM VOTING,
PLEASE SUBMIT YOUR VOTE AS USUAL. THANK
YOU.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL Non-Voting
22.04.2014. FURTHER INFORMATION ON COUNTER
PROPOSALS CAN BE FOUND DIRECTLY ON THE
ISSUER'S WEBSITE (PLEASE REFER TO THE
MATERIAL URL SECTION OF THE APPLICATION).
IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL
NEED TO REQUEST A MEETING ATTEND AND VOTE
YOUR SHARES DIRECTLY AT THE COMPANY'S
MEETING. COUNTER PROPOSALS CANNOT BE
REFLECTED IN THE BALLOT ON PROXYEDGE.
1. Presentation of the approved Annual Non-Voting
Financial Statements and the approved
Consolidated Financial Statements as of
December 31, 2013, and of the Management
Reports for Allianz SE and for the Group,
the Explanatory Reports on the information
pursuant to section 289 (4), 315 (4) and
section 289 (5) of the German Commercial
Code (HGB), as well as the Report of the
Supervisory Board for fiscal year 2013
2. Appropriation of net earnings Mgmt For For
3. Approval of the actions of the members of Mgmt For For
the Management Board
4. Approval of the actions of the members of Mgmt For For
the Supervisory Board
5. By- Election to the Supervisory Board: Jim Mgmt For For
Hagemann Snabe
6. Creation of an Authorized Capital 2014/I, Mgmt For For
cancellation of the Authorized Capital
2010/I and corresponding amendment to the
Statutes
7. Creation of an Authorized Capital 2014/II Mgmt For For
for the issuance of shares to employees,
cancellation of the Authorized Capital
2010/II and corresponding amendment to the
Statutes
8. Approval of a new authorization to issue Mgmt For For
bonds carrying conversion and/or option
rights as well as convertible participation
rights, cancellation of the current
authorization to issue bonds carrying
conversion and/or option rights, unless
fully utilized, amendment of the existing
Conditional Capital 2010 and corresponding
amendment of the Statutes
9. Authorization to acquire treasury shares Mgmt For For
for trading purposes
10. Authorization to acquire and utilize Mgmt For For
treasury shares for other purposes
11. Authorization to use derivatives in Mgmt For For
connection with the acquisition of treasury
shares pursuant to Section 71 (1) no. 8
AktG
12. Approval to amend existing company Mgmt For For
agreements
--------------------------------------------------------------------------------------------------------------------------
AMAZON.COM, INC. Agenda Number: 933970510
--------------------------------------------------------------------------------------------------------------------------
Security: 023135106
Meeting Type: Annual
Meeting Date: 21-May-2014
Ticker: AMZN
ISIN: US0231351067
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: JEFFREY P. BEZOS Mgmt For For
1B. ELECTION OF DIRECTOR: TOM A. ALBERG Mgmt For For
1C. ELECTION OF DIRECTOR: JOHN SEELY BROWN Mgmt For For
1D. ELECTION OF DIRECTOR: WILLIAM B. GORDON Mgmt For For
1E. ELECTION OF DIRECTOR: JAMIE S. GORELICK Mgmt For For
1F. ELECTION OF DIRECTOR: ALAIN MONIE Mgmt For For
1G. ELECTION OF DIRECTOR: JONATHAN J. Mgmt For For
RUBINSTEIN
1H. ELECTION OF DIRECTOR: THOMAS O. RYDER Mgmt For For
1I. ELECTION OF DIRECTOR: PATRICIA Q. Mgmt For For
STONESIFER
2. RATIFICATION OF THE APPOINTMENT OF ERNST & Mgmt For For
YOUNG LLP AS INDEPENDENT AUDITORS
3. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION
4. SHAREHOLDER PROPOSAL REGARDING A REPORT Shr Against For
CONCERNING CORPORATE POLITICAL
CONTRIBUTIONS
--------------------------------------------------------------------------------------------------------------------------
AMERICAN EXPRESS COMPANY Agenda Number: 933945872
--------------------------------------------------------------------------------------------------------------------------
Security: 025816109
Meeting Type: Annual
Meeting Date: 12-May-2014
Ticker: AXP
ISIN: US0258161092
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: CHARLENE BARSHEFSKY Mgmt For For
1B. ELECTION OF DIRECTOR: URSULA BURNS Mgmt For For
1C. ELECTION OF DIRECTOR: KENNETH CHENAULT Mgmt For For
1D. ELECTION OF DIRECTOR: PETER CHERNIN Mgmt For For
1E. ELECTION OF DIRECTOR: ANNE LAUVERGEON Mgmt For For
1F. ELECTION OF DIRECTOR: THEODORE LEONSIS Mgmt For For
1G. ELECTION OF DIRECTOR: RICHARD LEVIN Mgmt For For
1H. ELECTION OF DIRECTOR: RICHARD MCGINN Mgmt For For
1I. ELECTION OF DIRECTOR: SAMUEL PALMISANO Mgmt For For
1J. ELECTION OF DIRECTOR: STEVEN REINEMUND Mgmt For For
1K. ELECTION OF DIRECTOR: DANIEL VASELLA Mgmt For For
1L. ELECTION OF DIRECTOR: ROBERT WALTER Mgmt For For
1M. ELECTION OF DIRECTOR: RONALD WILLIAMS Mgmt For For
2. RATIFICATION OF APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2014.
3. ADVISORY RESOLUTION TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION.
4. SHAREHOLDER PROPOSAL RELATING TO ANNUAL Shr Against For
DISCLOSURE OF EEO-1 DATA.
5. SHAREHOLDER PROPOSAL RELATING TO REPORT ON Shr Against For
PRIVACY, DATA SECURITY AND GOVERNMENT
REQUESTS.
6. SHAREHOLDER PROPOSAL RELATING TO ACTION BY Shr For Against
WRITTEN CONSENT.
7. SHAREHOLDER PROPOSAL FOR EXECUTIVES TO Shr For Against
RETAIN SIGNIFICANT STOCK.
--------------------------------------------------------------------------------------------------------------------------
ANADARKO PETROLEUM CORPORATION Agenda Number: 933952651
--------------------------------------------------------------------------------------------------------------------------
Security: 032511107
Meeting Type: Annual
Meeting Date: 13-May-2014
Ticker: APC
ISIN: US0325111070
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: ANTHONY R. CHASE Mgmt For For
1B. ELECTION OF DIRECTOR: KEVIN P. CHILTON Mgmt For For
1C. ELECTION OF DIRECTOR: H. PAULETT EBERHART Mgmt For For
1D. ELECTION OF DIRECTOR: PETER J. FLUOR Mgmt For For
1E. ELECTION OF DIRECTOR: RICHARD L. GEORGE Mgmt For For
1F. ELECTION OF DIRECTOR: CHARLES W. GOODYEAR Mgmt For For
1G. ELECTION OF DIRECTOR: JOHN R. GORDON Mgmt For For
1H. ELECTION OF DIRECTOR: ERIC D. MULLINS Mgmt For For
1I. ELECTION OF DIRECTOR: R.A. WALKER Mgmt For For
2. RATIFICATION OF APPOINTMENT OF KPMG LLP AS Mgmt For For
INDEPENDENT AUDITOR.
3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt Against Against
OFFICER COMPENSATION.
4. STOCKHOLDER PROPOSAL - REPORT ON POLITICAL Shr Against For
CONTRIBUTIONS.
5. STOCKHOLDER PROPOSAL - REPORT ON CLIMATE Shr Against For
CHANGE RISK.
--------------------------------------------------------------------------------------------------------------------------
APPLE INC. Agenda Number: 933915564
--------------------------------------------------------------------------------------------------------------------------
Security: 037833100
Meeting Type: Annual
Meeting Date: 28-Feb-2014
Ticker: AAPL
ISIN: US0378331005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
WILLIAM CAMPBELL Mgmt For For
TIMOTHY COOK Mgmt For For
MILLARD DREXLER Mgmt For For
AL GORE Mgmt For For
ROBERT IGER Mgmt For For
ANDREA JUNG Mgmt For For
ARTHUR LEVINSON Mgmt For For
RONALD SUGAR Mgmt For For
2. THE AMENDMENT OF THE COMPANY'S RESTATED Mgmt For For
ARTICLES OF INCORPORATION (THE "ARTICLES")
TO FACILITATE THE IMPLEMENTATION OF
MAJORITY VOTING FOR THE ELECTION OF
DIRECTORS IN AN UNCONTESTED ELECTION BY
ELIMINATING ARTICLE VII, WHICH RELATES TO
THE TERM OF DIRECTORS AND THE TRANSITION
FROM A CLASSIFIED BOARD OF DIRECTORS TO A
DECLASSIFIED STRUCTURE
3. THE AMENDMENT OF THE ARTICLES TO ELIMINATE Mgmt For For
THE "BLANK CHECK" AUTHORITY OF THE BOARD TO
ISSUE PREFERRED STOCK
4. THE AMENDMENT OF THE ARTICLES TO ESTABLISH Mgmt For For
A PAR VALUE FOR THE COMPANY'S COMMON STOCK
OF $0.00001 PER SHARE
5. RATIFICATION OF THE APPOINTMENT OF ERNST & Mgmt For For
YOUNG LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014
6. A NON-BINDING ADVISORY RESOLUTION TO Mgmt For For
APPROVE EXECUTIVE COMPENSATION
7. THE APPROVAL OF THE APPLE INC. 2014 Mgmt For For
EMPLOYEE STOCK PLAN
8. A SHAREHOLDER PROPOSAL BY JOHN HARRINGTON Shr Against For
AND NORTHSTAR ASSET MANAGEMENT INC.
ENTITLED "BOARD COMMITTEE ON HUMAN RIGHTS"
TO AMEND THE COMPANY'S BYLAWS
9. A SHAREHOLDER PROPOSAL BY THE NATIONAL Shr Against For
CENTER FOR PUBLIC POLICY RESEARCH OF A
NON-BINDING ADVISORY RESOLUTION ENTITLED
"REPORT ON COMPANY MEMBERSHIP AND
INVOLVEMENT WITH CERTAIN TRADE ASSOCIATIONS
AND BUSINESS ORGANIZATIONS"
10. A SHAREHOLDER PROPOSAL BY CARL ICAHN OF A Shr Against For
NON-BINDING ADVISORY RESOLUTION THAT THE
COMPANY COMMIT TO COMPLETING NOT LESS THAN
$50 BILLION OF SHARE REPURCHASES DURING ITS
2014 FISCAL YEAR (AND INCREASE THE
AUTHORIZATION UNDER ITS CAPITAL RETURN
PROGRAM ACCORDINGLY)
11. A SHAREHOLDER PROPOSAL BY JAMES MCRITCHIE Shr Against For
OF A NON-BINDING ADVISORY RESOLUTION
ENTITLED "PROXY ACCESS FOR SHAREHOLDERS"
--------------------------------------------------------------------------------------------------------------------------
AUTONATION, INC. Agenda Number: 933946660
--------------------------------------------------------------------------------------------------------------------------
Security: 05329W102
Meeting Type: Annual
Meeting Date: 06-May-2014
Ticker: AN
ISIN: US05329W1027
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: MIKE JACKSON Mgmt For For
1B ELECTION OF DIRECTOR: ROBERT J. BROWN Mgmt For For
1C ELECTION OF DIRECTOR: RICK L. BURDICK Mgmt For For
1D ELECTION OF DIRECTOR: DAVID B. EDELSON Mgmt For For
1E ELECTION OF DIRECTOR: ROBERT R. GRUSKY Mgmt For For
1F ELECTION OF DIRECTOR: MICHAEL LARSON Mgmt For For
1G ELECTION OF DIRECTOR: MICHAEL E. MAROONE Mgmt For For
1H ELECTION OF DIRECTOR: CARLOS A. MIGOYA Mgmt For For
1I ELECTION OF DIRECTOR: G. MIKE MIKAN Mgmt For For
1J ELECTION OF DIRECTOR: ALISON H. ROSENTHAL Mgmt For For
2 RATIFICATION OF THE SELECTION OF KPMG LLP Mgmt For For
AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2014
3 APPROVAL OF ADVISORY RESOLUTION ON Mgmt For For
EXECUTIVE COMPENSATION
4 APPROVAL OF AUTONATION, INC. 2014 Mgmt For For
NON-EMPLOYEE DIRECTOR EQUITY PLAN
5 ADOPTION OF STOCKHOLDER PROPOSAL REGARDING Shr For Against
AN INDEPENDENT BOARD CHAIRMAN
6 ADOPTION OF STOCKHOLDER PROPOSAL REGARDING Shr Against For
POLITICAL CONTRIBUTIONS
--------------------------------------------------------------------------------------------------------------------------
AVALONBAY COMMUNITIES, INC. Agenda Number: 933983048
--------------------------------------------------------------------------------------------------------------------------
Security: 053484101
Meeting Type: Annual
Meeting Date: 21-May-2014
Ticker: AVB
ISIN: US0534841012
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
GLYN F. AEPPEL Mgmt For For
ALAN B. BUCKELEW Mgmt For For
BRUCE A. CHOATE Mgmt For For
JOHN J. HEALY, JR. Mgmt For For
TIMOTHY J. NAUGHTON Mgmt For For
LANCE R. PRIMIS Mgmt For For
PETER S. RUMMELL Mgmt For For
H. JAY SARLES Mgmt For For
W. EDWARD WALTER Mgmt For For
2. TO RATIFY THE SELECTION OF ERNST & YOUNG Mgmt For For
LLP AS THE COMPANY'S INDEPENDENT AUDITORS
FOR THE YEAR ENDING DECEMBER 31, 2014.
3. TO ADOPT A RESOLUTION APPROVING, ON A Mgmt For For
NON-BINDING ADVISORY BASIS, THE
COMPENSATION PAID TO THE COMPANY'S NAMED
EXECUTIVE OFFICERS, AS DISCLOSED PURSUANT
TO ITEM 402 OF REGULATION S-K, INCLUDING
THE COMPENSATION DISCUSSION AND ANALYSIS,
COMPENSATION TABLES AND NARRATIVE
DISCUSSION SET FORTH IN THE PROXY
STATEMENT.
4. TO APPROVE PERFORMANCE GOALS UNDER THE Mgmt For For
AVALONBAY COMMUNITIES, INC. 2009 STOCK
OPTION AND INCENTIVE PLAN.
5. TO ADOPT A STOCKHOLDER PROPOSAL, IF Shr Against For
PROPERLY PRESENTED AT THE MEETING, THAT THE
BOARD OF DIRECTORS ADOPT A POLICY
ADDRESSING THE SEPARATION OF THE ROLES OF
CEO AND CHAIRMAN.
--------------------------------------------------------------------------------------------------------------------------
AXA SA, PARIS Agenda Number: 704974701
--------------------------------------------------------------------------------------------------------------------------
Security: F06106102
Meeting Type: MIX
Meeting Date: 23-Apr-2014
Ticker:
ISIN: FR0000120628
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE Non-Voting
ONLY VALID VOTE OPTIONS ARE "FOR" AND
"AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE.
CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS THAT Non-Voting
DO NOT HOLD SHARES DIRECTLY WITH A FRENCH
CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS
WILL BE FORWARDED TO THE GLOBAL CUSTODIANS
ON THE VOTE DEADLINE DATE. IN CAPACITY AS
REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIANS WILL SIGN THE PROXY CARDS AND
FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU
REQUEST MORE INFORMATION, PLEASE CONTACT
YOUR CLIENT REPRESENTATIVE.
CMMT 24 Mar 2014: 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/2
014/0221/201402211400330.pdf. PLEASE NOTE
THAT THIS IS A REVISION DUE TO RECEIPT OF
ADDITIONAL URL:
http://www.journal-officiel.gouv.fr//pdf/20
14/0324/201403241400743.pdf AND CHANGE IN
RECORD DATE FROM 16 APRIL 14 TO 15 APRIL
14. 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 Mgmt For For
statements for the financial year ended
December 31, 2013
O.2 Approval of the consolidated financial Mgmt For For
statements for the financial year ended
December 31, 2013
O.3 Allocation of income for the financial year Mgmt For For
ended December 31, 2013 and setting the
dividend of Euro 0.81 per share
O.4 Advisory vote on the compensation of the Mgmt For For
CEO
O.5 Advisory vote on the compensation of the Mgmt For For
Deputy Chief Executive Office
O.6 Approval of the special report of the Mgmt For For
Statutory Auditors on the regulated
agreements
O.7 Approval of regulated commitments pursuant Mgmt Against Against
to Article L.225-42-1 of the Commercial
Code benefiting Mr. Henri de Castries
O.8 Approval of regulated commitments pursuant Mgmt For For
to Article L.225-42-1 of the Commercial
Code benefiting Mr. Denis Duverne
O.9 Renewal of term of Mr. Henri de Castries as Mgmt Against Against
Board member
O.10 Renewal of term of Mr. Norbert Mgmt For For
Dentressangle as Board member
O.11 Renewal of term of Mr. Denis Duverne as Mgmt For For
Board member
O.12 Renewal of term of Mrs. Isabelle Kocher as Mgmt For For
Board member
O.13 Renewal of term of Mrs. Suet Fern Lee as Mgmt For For
Board member
O.14 Setting the amount of attendance allowances Mgmt For For
to be allocated to the Board of Directors
O.15 Authorization granted to the Board of Mgmt For For
Directors to purchase common shares of the
Company
E.16 Delegation of powers granted to the Board Mgmt For For
of Directors to increase share capital by
issuing common shares or securities
entitling to common shares of the Company
reserved for members of a company savings
plan without shareholders' preferential
subscription rights
E.17 Delegation of powers granted to the Board Mgmt For For
of Directors to increase share capital by
issuing common shares without shareholders'
preferential subscription rights in favor
of a category of designated beneficiaries
E.18 Authorization granted to the Board of Mgmt For For
Directors to grant share subscription or
purchase options to employees and eligible
corporate officers of AXA Group with waiver
by shareholders of their preferential
subscription rights to shares to be issued
due to the exercise of stock options
E.19 Authorization granted to the Board of Mgmt Against Against
Directors to allocate free existing shares
or shares to be issued subject to
performance conditions to employees and
eligible corporate officers of AXA Group
with waiver by shareholders of their
preferential subscription rights to shares
to be issued, in case of allocation of
shares to be issued
E.20 Authorization granted to the Board of Mgmt For For
Directors to reduce share capital by
cancellation of common shares
E.21 Powers to carry out all legal formalities Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
BANK OF AMERICA CORPORATION Agenda Number: 933948070
--------------------------------------------------------------------------------------------------------------------------
Security: 060505104
Meeting Type: Annual
Meeting Date: 07-May-2014
Ticker: BAC
ISIN: US0605051046
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: SHARON L. ALLEN Mgmt For For
1B. ELECTION OF DIRECTOR: SUSAN S. BIES Mgmt For For
1C. ELECTION OF DIRECTOR: JACK O. BOVENDER, JR. Mgmt For For
1D. ELECTION OF DIRECTOR: FRANK P. BRAMBLE, SR. Mgmt For For
1E. ELECTION OF DIRECTOR: PIERRE J.P. DE WECK Mgmt For For
1F. ELECTION OF DIRECTOR: ARNOLD W. DONALD Mgmt For For
1G. ELECTION OF DIRECTOR: CHARLES K. GIFFORD Mgmt For For
1H. ELECTION OF DIRECTOR: CHARLES O. HOLLIDAY, Mgmt For For
JR.
1I. ELECTION OF DIRECTOR: LINDA P. HUDSON Mgmt For For
1J. ELECTION OF DIRECTOR: MONICA C. LOZANO Mgmt For For
1K. ELECTION OF DIRECTOR: THOMAS J. MAY Mgmt For For
1L. ELECTION OF DIRECTOR: BRIAN T. MOYNIHAN Mgmt For For
1M. ELECTION OF DIRECTOR: LIONEL L. NOWELL, III Mgmt For For
1N. ELECTION OF DIRECTOR: CLAYTON S. ROSE Mgmt For For
1O. ELECTION OF DIRECTOR: R. DAVID YOST Mgmt For For
2. AN ADVISORY (NON-BINDING) RESOLUTION TO Mgmt For For
APPROVE EXECUTIVE COMPENSATION (SAY ON
PAY).
3. RATIFICATION OF THE APPOINTMENT OF OUR Mgmt For For
REGISTERED INDEPENDENT PUBLIC ACCOUNTING
FIRM FOR 2014.
4. APPROVAL OF AMENDMENT TO THE SERIES T Mgmt For For
PREFERRED STOCK.
5. STOCKHOLDER PROPOSAL - CUMULATIVE VOTING IN Shr Against For
DIRECTOR ELECTIONS.
6. STOCKHOLDER PROPOSAL - PROXY ACCESS. Shr Against For
7. STOCKHOLDER PROPOSAL - CLIMATE CHANGE Shr Against For
REPORT.
8. STOCKHOLDER PROPOSAL - LOBBYING REPORT. Shr Against For
--------------------------------------------------------------------------------------------------------------------------
BHP BILLITON LIMITED Agenda Number: 933882688
--------------------------------------------------------------------------------------------------------------------------
Security: 088606108
Meeting Type: Annual
Meeting Date: 21-Nov-2013
Ticker: BHP
ISIN: US0886061086
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. TO RECEIVE THE 2013 FINANCIAL STATEMENTS Mgmt For For
AND REPORTS FOR BHP BILLITON
2. TO APPOINT KPMG LLP AS THE AUDITOR OF BHP Mgmt For For
BILLITON PLC
3. TO AUTHORISE THE RISK AND AUDIT COMMITTEE Mgmt For For
TO AGREE TO THE REMUNERATION OF THE AUDITOR
OF BHP BILLITON PLC
4. TO RENEW THE GENERAL AUTHORITY TO ISSUE Mgmt For For
SHARES IN BHP BILLITON PLC
5. TO APPROVE THE AUTHORITY TO ISSUE SHARES IN Mgmt For For
BHP BILLITON PLC FOR CASH
6. TO APPROVE THE REPURCHASE OF SHARES IN BHP Mgmt For For
BILLITON PLC
7. TO APPROVE THE 2013 REMUNERATION REPORT Mgmt For For
8. TO ADOPT NEW LONG TERM INCENTIVE PLAN RULES Mgmt For For
9. TO APPROVE GRANTS TO ANDREW MACKENZIE Mgmt For For
10. TO ELECT ANDREW MACKENZIE AS A DIRECTOR OF Mgmt For For
BHP BILLITON
11. TO RE-ELECT MALCOLM BROOMHEAD AS A DIRECTOR Mgmt For For
OF BHP BILLITON
12. TO RE-ELECT SIR JOHN BUCHANAN AS A DIRECTOR Mgmt For For
OF BHP BILLITON
13. TO RE-ELECT CARLOS CORDEIRO AS A DIRECTOR Mgmt For For
OF BHP BILLITON
14. TO RE-ELECT DAVID CRAWFORD AS A DIRECTOR OF Mgmt For For
BHP BILLITON
15. TO RE-ELECT PAT DAVIES AS A DIRECTOR OF BHP Mgmt For For
BILLITON
16. TO RE-ELECT CAROLYN HEWSON AS A DIRECTOR OF Mgmt For For
BHP BILLITON
17. TO RE-ELECT LINDSAY MAXSTED AS A DIRECTOR Mgmt For For
OF BHP BILLITON
18. TO RE-ELECT WAYNE MURDY AS A DIRECTOR OF Mgmt For For
BHP BILLITON
19. TO RE-ELECT KEITH RUMBLE AS A DIRECTOR OF Mgmt For For
BHP BILLITON
20. TO RE-ELECT JOHN SCHUBERT AS A DIRECTOR OF Mgmt For For
BHP BILLITON
21. TO RE-ELECT SHRITI VADERA AS A DIRECTOR OF Mgmt For For
BHP BILLITON
22. TO RE-ELECT JAC NASSER AS A DIRECTOR OF BHP Mgmt For For
BILLITON
23. TO ELECT IAN DUNLOP AS A DIRECTOR OF BHP Shr Against For
BILLITON (THIS CANDIDATE IS NOT ENDORSED BY
THE BOARD)
--------------------------------------------------------------------------------------------------------------------------
BIOGEN IDEC INC. Agenda Number: 933996247
--------------------------------------------------------------------------------------------------------------------------
Security: 09062X103
Meeting Type: Annual
Meeting Date: 12-Jun-2014
Ticker: BIIB
ISIN: US09062X1037
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: CAROLINE D. DORSA Mgmt For For
1B. ELECTION OF DIRECTOR: STELIOS PAPADOPOULOS Mgmt For For
1C. ELECTION OF DIRECTOR: GEORGE A. SCANGOS Mgmt For For
1D. ELECTION OF DIRECTOR: LYNN SCHENK Mgmt For For
1E. ELECTION OF DIRECTOR: ALEXANDER J. DENNER Mgmt For For
1F. ELECTION OF DIRECTOR: NANCY L. LEAMING Mgmt For For
1G. ELECTION OF DIRECTOR: RICHARD C. MULLIGAN Mgmt For For
1H. ELECTION OF DIRECTOR: ROBERT W. PANGIA Mgmt For For
1I. ELECTION OF DIRECTOR: BRIAN S. POSNER Mgmt For For
1J. ELECTION OF DIRECTOR: ERIC K. ROWINSKY Mgmt For For
1K. ELECTION OF DIRECTOR: STEPHEN A. SHERWIN Mgmt For For
2. TO RATIFY THE SELECTION OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS BIOGEN IDEC
INC.'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2014.
3. SAY ON PAY - AN ADVISORY VOTE ON EXECUTIVE Mgmt For For
COMPENSATION.
--------------------------------------------------------------------------------------------------------------------------
BOSTON PROPERTIES, INC. Agenda Number: 933968298
--------------------------------------------------------------------------------------------------------------------------
Security: 101121101
Meeting Type: Annual
Meeting Date: 20-May-2014
Ticker: BXP
ISIN: US1011211018
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR TO SERVE FOR A Mgmt For For
ONE-YEAR TERM: CAROL B. EINIGER
1B. ELECTION OF DIRECTOR TO SERVE FOR A Mgmt For For
ONE-YEAR TERM: JACOB A. FRENKEL
1C. ELECTION OF DIRECTOR TO SERVE FOR A Mgmt For For
ONE-YEAR TERM: JOEL I. KLEIN
1D. ELECTION OF DIRECTOR TO SERVE FOR A Mgmt For For
ONE-YEAR TERM: DOUGLAS T. LINDE
1E. ELECTION OF DIRECTOR TO SERVE FOR A Mgmt For For
ONE-YEAR TERM: MATTHEW J. LUSTIG
1F. ELECTION OF DIRECTOR TO SERVE FOR A Mgmt For For
ONE-YEAR TERM: ALAN J. PATRICOF
1G. ELECTION OF DIRECTOR TO SERVE FOR A Mgmt For For
ONE-YEAR TERM: IVAN G. SEIDENBERG
1H. ELECTION OF DIRECTOR TO SERVE FOR A Mgmt For For
ONE-YEAR TERM: OWEN D. THOMAS
1I. ELECTION OF DIRECTOR TO SERVE FOR A Mgmt For For
ONE-YEAR TERM: MARTIN TURCHIN
1J. ELECTION OF DIRECTOR TO SERVE FOR A Mgmt For For
ONE-YEAR TERM: DAVID A. TWARDOCK
1K. ELECTION OF DIRECTOR TO SERVE FOR A Mgmt For For
ONE-YEAR TERM: MORTIMER B. ZUCKERMAN
2. TO APPROVE, BY NON-BINDING RESOLUTION, Mgmt For For
BOSTON PROPERTIES, INC'S NAMED EXECUTIVE
OFFICER COMPENSATION.
3. TO RATIFY THE AUDIT COMMITTEE'S APPOINTMENT Mgmt For For
OF PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER
31, 2014.
4. STOCKHOLDER PROPOSAL CONCERNING AN Shr Against For
INDEPENDENT BOARD CHAIRMAN, IF PROPERLY
PRESENTED AT THE ANNUAL MEETING.
5. STOCKHOLDER PROPOSAL CONCERNING THE Shr For Against
ADOPTION OF PROXY ACCESS, IF PROPERLY
PRESENTED AT THE ANNUAL MEETING.
6. STOCKHOLDER PROPOSAL CONCERNING A POLICY Shr For Against
REGARDING ACCELERATED VESTING OF EQUITY
AWARDS OF SENIOR EXECUTIVES UPON A CHANGE
IN CONTROL, IF PROPERLY PRESENTED AT THE
ANNUAL MEETING.
--------------------------------------------------------------------------------------------------------------------------
C.H. ROBINSON WORLDWIDE, INC. Agenda Number: 933945187
--------------------------------------------------------------------------------------------------------------------------
Security: 12541W209
Meeting Type: Annual
Meeting Date: 08-May-2014
Ticker: CHRW
ISIN: US12541W2098
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: SCOTT P. ANDERSON Mgmt For For
1B. ELECTION OF DIRECTOR: ROBERT EZRILOV Mgmt For For
1C. ELECTION OF DIRECTOR: WAYNE M. FORTUN Mgmt For For
1D. ELECTION OF DIRECTOR: MARY J STEELE Mgmt For For
GUILFOILE
1E. ELECTION OF DIRECTOR: JODEE A. KOZLAK Mgmt For For
1F. ELECTION OF DIRECTOR: REBECCA KOENIG ROLOFF Mgmt For For
1G. ELECTION OF DIRECTOR: BRIAN P. SHORT Mgmt For For
2. TO APPROVE, BY NON-BINDING VOTE, NAMED Mgmt For For
EXECUTIVE OFFICER COMPENSATION.
3. RATIFICATION OF THE SELECTION OF DELOITTE & Mgmt For For
TOUCHE LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2014.
--------------------------------------------------------------------------------------------------------------------------
CAMERON INTERNATIONAL CORPORATION Agenda Number: 933961674
--------------------------------------------------------------------------------------------------------------------------
Security: 13342B105
Meeting Type: Annual
Meeting Date: 16-May-2014
Ticker: CAM
ISIN: US13342B1052
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 ELECTION OF DIRECTOR: H. PAULETT EBERHART Mgmt For For
1.2 ELECTION OF DIRECTOR: PETER J. FLUOR Mgmt For For
1.3 ELECTION OF DIRECTOR: JAMES T. HACKETT Mgmt For For
1.4 ELECTION OF DIRECTOR: JACK B. MOORE Mgmt For For
1.5 ELECTION OF DIRECTOR: MICHAEL E. PATRICK Mgmt For For
1.6 ELECTION OF DIRECTOR: JON ERIK REINHARDSEN Mgmt For For
1.7 ELECTION OF DIRECTOR: BRUCE W. WILKINSON Mgmt For For
2. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS FOR 2014.
3. TO APPROVE, ON AN ADVISORY BASIS, OUR 2013 Mgmt For For
EXECUTIVE COMPENSATION.
--------------------------------------------------------------------------------------------------------------------------
CANADIAN PACIFIC RAILWAY LIMITED Agenda Number: 933938889
--------------------------------------------------------------------------------------------------------------------------
Security: 13645T100
Meeting Type: Annual
Meeting Date: 01-May-2014
Ticker: CP
ISIN: CA13645T1003
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPOINTMENT OF AUDITORS AS NAMED IN THE Mgmt For For
MANAGEMENT PROXY CIRCULAR.
02 ADVISORY VOTE ACCEPTING THE CORPORATION'S Mgmt For For
APPROACH TO EXECUTIVE COMPENSATION AS
DESCRIBED IN THE MANAGEMENT PROXY CIRCULAR.
03 DIRECTOR
WILLIAM A. ACKMAN Mgmt For For
GARY F. COLTER Mgmt For For
ISABELLE COURVILLE Mgmt For For
PAUL G. HAGGIS Mgmt For For
E. HUNTER HARRISON Mgmt For For
PAUL C. HILAL Mgmt For For
KRYSTYNA T. HOEG Mgmt For For
REBECCA MACDONALD Mgmt For For
DR. ANTHONY R. MELMAN Mgmt For For
LINDA J. MORGAN Mgmt For For
THE HON. JIM PRENTICE Mgmt For For
ANDREW F. REARDON Mgmt For For
STEPHEN C. TOBIAS Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
CATERPILLAR INC. Agenda Number: 934004805
--------------------------------------------------------------------------------------------------------------------------
Security: 149123101
Meeting Type: Annual
Meeting Date: 11-Jun-2014
Ticker: CAT
ISIN: US1491231015
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: DAVID L. CALHOUN Mgmt For For
1B. ELECTION OF DIRECTOR: DANIEL M. DICKINSON Mgmt For For
1C. ELECTION OF DIRECTOR: JUAN GALLARDO Mgmt For For
1D. ELECTION OF DIRECTOR: JESSE J. GREENE, JR. Mgmt For For
1E. ELECTION OF DIRECTOR: JON M. HUNTSMAN, JR. Mgmt For For
1F. ELECTION OF DIRECTOR: PETER A. MAGOWAN Mgmt For For
1G. ELECTION OF DIRECTOR: DENNIS A. MUILENBURG Mgmt For For
1H. ELECTION OF DIRECTOR: DOUGLAS R. OBERHELMAN Mgmt For For
1I. ELECTION OF DIRECTOR: WILLIAM A. OSBORN Mgmt For For
1J. ELECTION OF DIRECTOR: EDWARD B. RUST, JR. Mgmt For For
1K. ELECTION OF DIRECTOR: SUSAN C. SCHWAB Mgmt For For
1L. ELECTION OF DIRECTOR: MILES D. WHITE Mgmt For For
2. RATIFY THE APPOINTMENT OF THE INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014.
3. ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
4. APPROVE THE CATERPILLAR INC. 2014 LONG-TERM Mgmt For For
INCENTIVE PLAN.
5. APPROVE THE CATERPILLAR INC. EXECUTIVE Mgmt For For
SHORT-TERM INCENTIVE PLAN.
6. STOCKHOLDER PROPOSAL - REVIEW OF GLOBAL Shr Against For
CORPORATE STANDARDS.
7. STOCKHOLDER PROPOSAL - SALES TO SUDAN. Shr Against For
8. STOCKHOLDER PROPOSAL - CUMULATIVE VOTING. Shr Against For
--------------------------------------------------------------------------------------------------------------------------
CELGENE CORPORATION Agenda Number: 934002837
--------------------------------------------------------------------------------------------------------------------------
Security: 151020104
Meeting Type: Annual
Meeting Date: 18-Jun-2014
Ticker: CELG
ISIN: US1510201049
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
ROBERT J. HUGIN Mgmt For For
R.W. BARKER, D. PHIL. Mgmt For For
MICHAEL D. CASEY Mgmt For For
CARRIE S. COX Mgmt For For
RODMAN L. DRAKE Mgmt For For
M.A. FRIEDMAN, M.D. Mgmt For For
GILLA KAPLAN, PH.D. Mgmt For For
JAMES J. LOUGHLIN Mgmt For For
ERNEST MARIO, PH.D. Mgmt For For
2. RATIFICATION OF THE APPOINTMENT OF KPMG LLP Mgmt For For
AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2014.
3. AMENDMENT OF THE COMPANY'S CERTIFICATE OF Mgmt For For
INCORPORATION TO INCREASE THE AUTHORIZED
NUMBER OF SHARES OF COMMON STOCK AND TO
EFFECT A STOCK SPLIT.
4. APPROVAL OF AN AMENDMENT OF THE COMPANY'S Mgmt Against Against
2008 STOCK INCENTIVE PLAN.
5. APPROVAL, BY NON-BINDING VOTE, OF EXECUTIVE Mgmt For For
COMPENSATION OF THE COMPANY'S NAMED
EXECUTIVE OFFICERS.
6. STOCKHOLDER PROPOSAL DESCRIBED IN MORE Shr Against For
DETAIL IN THE PROXY STATEMENT.
--------------------------------------------------------------------------------------------------------------------------
CHEVRON CORPORATION Agenda Number: 933978011
--------------------------------------------------------------------------------------------------------------------------
Security: 166764100
Meeting Type: Annual
Meeting Date: 28-May-2014
Ticker: CVX
ISIN: US1667641005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: L.F. DEILY Mgmt For For
1B. ELECTION OF DIRECTOR: R.E. DENHAM Mgmt For For
1C. ELECTION OF DIRECTOR: A.P. GAST Mgmt For For
1D. ELECTION OF DIRECTOR: E. HERNANDEZ, JR. Mgmt For For
1E. ELECTION OF DIRECTOR: J.M. HUNTSMAN, JR. Mgmt For For
1F. ELECTION OF DIRECTOR: G.L. KIRKLAND Mgmt For For
1G. ELECTION OF DIRECTOR: C.W. MOORMAN Mgmt For For
1H. ELECTION OF DIRECTOR: K.W. SHARER Mgmt For For
1I. ELECTION OF DIRECTOR: J.G. STUMPF Mgmt For For
1J. ELECTION OF DIRECTOR: R.D. SUGAR Mgmt For For
1K. ELECTION OF DIRECTOR: C. WARE Mgmt For For
1L. ELECTION OF DIRECTOR: J.S. WATSON Mgmt For For
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM
3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION
4. CHARITABLE CONTRIBUTIONS DISCLOSURE Shr Against For
5. LOBBYING DISCLOSURE Shr Against For
6. SHALE ENERGY OPERATIONS Shr Against For
7. INDEPENDENT CHAIRMAN Shr Against For
8. SPECIAL MEETINGS Shr For Against
9. INDEPENDENT DIRECTOR WITH ENVIRONMENTAL Shr Against For
EXPERTISE
10. COUNTRY SELECTION GUIDELINES Shr For Against
--------------------------------------------------------------------------------------------------------------------------
CIE FINANCIERE RICHEMONT SA, BELLEVUE Agenda Number: 704671519
--------------------------------------------------------------------------------------------------------------------------
Security: H25662158
Meeting Type: AGM
Meeting Date: 12-Sep-2013
Ticker:
ISIN: CH0045039655
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 151735 DUE TO ADDITION OF
RESOLUTION. ALL VOTES RECEIVED ON THE
PREVIOUS MEETING WILL BE DISREGARDED AND
YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
1.1 The Board of Directors proposes that the Mgmt No vote
General Meeting, having taken note of the
reports of the auditor, approve the
consolidated financial statements of the
Group, the financial statements of the
Company and the directors' report for the
business year ended 31 March 2013
1.2 The Board of Directors proposes that the Mgmt No vote
2013 compensation report as per pages 53 to
60 of the Annual Report and Accounts 2013
be ratified
2 Appropriation of profits: At 31 March 2013, Mgmt No vote
the retained earnings available for
distribution amounted to CHF 2 366 505 209.
The Board of Directors proposes that a
dividend of CHF 1.00 be paid per Richemont
share. This is equivalent to CHF 1.00 per
'A' bearer share in the Company and CHF
0.10 per 'B' registered share in the
Company. This represents a total dividend
payable of CHF 574 200 000, subject to a
waiver by Richemont Employee Benefits
Limited, a wholly owned subsidiary, of its
entitlement to receive dividends on an
estimated 21 million Richemont 'A' shares
held in treasury. The Board of Directors
proposes that the remaining available
retained earnings of the Company at 31
March 2013 after payment of the dividend be
carried forward to the following business
year. The dividend will be paid on or about
19 September 2013
3 Discharge of the Board of Directors Mgmt No vote
4.1 Re-election of Johann Rupert to the Board Mgmt No vote
of Directors to serve for a further term of
one year
4.2 Re-election of Dr Franco Cologni to the Mgmt No vote
Board of Directors to serve for a further
term of one year
4.3 Re-election of Lord Douro to the Board of Mgmt No vote
Directors to serve for a further term of
one year
4.4 Re-election of Yves-Andre Istel to the Mgmt No vote
Board of Directors to serve for a further
term of one year
4.5 Re-election of Richard Lepeu to the Board Mgmt No vote
of Directors to serve for a further term of
one year
4.6 Re-election of Ruggero Magnoni to the Board Mgmt No vote
of Directors to serve for a further term of
one year
4.7 Re-election of Josua Malherbe to the Board Mgmt No vote
of Directors to serve for a further term of
one year
4.8 Re-election of Dr Frederick Mostert to the Mgmt No vote
Board of Directors to serve for a further
term of one year
4.9 Re-election of Simon Murray to the Board of Mgmt No vote
Directors to serve for a further term of
one year
4.10 Re-election of Alain Dominique Perrin to Mgmt No vote
the Board of Directors to serve for a
further term of one year
4.11 Re-election of Guillaume Pictet to the Mgmt No vote
Board of Directors to serve for a further
term of one year
4.12 Re-election of Norbert Platt to the Board Mgmt No vote
of Directors to serve for a further term of
one year
4.13 Re-election of Alan Quasha to the Board of Mgmt No vote
Directors to serve for a further term of
one year
4.14 Re-election of Maria Ramos to the Board of Mgmt No vote
Directors to serve for a further term of
one year
4.15 Re-election of Lord Renwick of Clifton to Mgmt No vote
the Board of Directors to serve for a
further term of one year
4.16 Re-election of Jan Rupert to the Board of Mgmt No vote
Directors to serve for a further term of
one year
4.17 Re-election of Gary Saage to the Board of Mgmt No vote
Directors to serve for a further term of
one year
4.18 Re-election of Jurgen Schrempp to the Board Mgmt No vote
of Directors to serve for a further term of
one year
4.19 Election of Bernard Fornas to the Board of Mgmt No vote
Directors to serve for a further term of
one year
4.20 Election of Jean-Blaise Eckert to the Board Mgmt No vote
of Directors to serve for a further term of
one year
5 Re-appoint of the auditor Mgmt No vote
PricewaterhouseCoopers Ltd, Geneva
6 Revisions to the Articles of Association: Mgmt No vote
Articles 6, 8, 9, 15, 17, 18, 21, and 35
7 In the case of ad-hoc/Miscellaneous Mgmt No vote
shareholder motions proposed during the
general meeting, I authorize my proxy to
act as follows in accordance with the board
of directors.
PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
CHANGE IN TEXT OF RESOLUTION 5
--------------------------------------------------------------------------------------------------------------------------
CITIGROUP INC. Agenda Number: 933933637
--------------------------------------------------------------------------------------------------------------------------
Security: 172967424
Meeting Type: Annual
Meeting Date: 22-Apr-2014
Ticker: C
ISIN: US1729674242
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: MICHAEL L. CORBAT Mgmt For For
1B. ELECTION OF DIRECTOR: DUNCAN P. HENNES Mgmt For For
1C. ELECTION OF DIRECTOR: FRANZ B. HUMER Mgmt For For
1D. ELECTION OF DIRECTOR: EUGENE M. MCQUADE Mgmt For For
1E. ELECTION OF DIRECTOR: MICHAEL E. O'NEILL Mgmt For For
1F. ELECTION OF DIRECTOR: GARY M. REINER Mgmt For For
1G. ELECTION OF DIRECTOR: JUDITH RODIN Mgmt For For
1H. ELECTION OF DIRECTOR: ROBERT L. RYAN Mgmt For For
1I. ELECTION OF DIRECTOR: ANTHONY M. SANTOMERO Mgmt For For
1J. ELECTION OF DIRECTOR: JOAN E. SPERO Mgmt For For
1K. ELECTION OF DIRECTOR: DIANA L. TAYLOR Mgmt For For
1L. ELECTION OF DIRECTOR: WILLIAM S. THOMPSON, Mgmt For For
JR.
1M. ELECTION OF DIRECTOR: JAMES S. TURLEY Mgmt For For
1N. ELECTION OF DIRECTOR: ERNESTO ZEDILLO PONCE Mgmt For For
DE LEON
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG Mgmt For For
LLP AS CITI'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2014.
3. ADVISORY APPROVAL OF CITI'S 2013 EXECUTIVE Mgmt For For
COMPENSATION.
4. APPROVAL OF THE CITIGROUP 2014 STOCK Mgmt For For
INCENTIVE PLAN.
5. STOCKHOLDER PROPOSAL REQUESTING THAT Shr Against For
EXECUTIVES RETAIN A SIGNIFICANT PORTION OF
THEIR STOCK UNTIL REACHING NORMAL
RETIREMENT AGE.
6. STOCKHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For
LOBBYING AND GRASSROOTS LOBBYING
CONTRIBUTIONS.
7. STOCKHOLDER PROPOSAL REQUESTING THAT THE Shr Against For
BOARD INSTITUTE A POLICY TO MAKE IT MORE
PRACTICAL TO DENY INDEMNIFICATION FOR
DIRECTORS.
8. STOCKHOLDER PROPOSAL REQUESTING PROXY Shr Against For
ACCESS FOR SHAREHOLDERS.
--------------------------------------------------------------------------------------------------------------------------
CORNING INCORPORATED Agenda Number: 933931215
--------------------------------------------------------------------------------------------------------------------------
Security: 219350105
Meeting Type: Annual
Meeting Date: 29-Apr-2014
Ticker: GLW
ISIN: US2193501051
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: STEPHANIE A. BURNS Mgmt For For
1B. ELECTION OF DIRECTOR: JOHN A. CANNING, JR. Mgmt For For
1C. ELECTION OF DIRECTOR: RICHARD T. CLARK Mgmt For For
1D. ELECTION OF DIRECTOR: ROBERT F. CUMMINGS, Mgmt For For
JR.
1E. ELECTION OF DIRECTOR: JAMES B. FLAWS Mgmt For For
1F. ELECTION OF DIRECTOR: DEBORAH A. HENRETTA Mgmt For For
1G. ELECTION OF DIRECTOR: KURT M. LANDGRAF Mgmt For For
1H. ELECTION OF DIRECTOR: KEVIN J. MARTIN Mgmt For For
1I. ELECTION OF DIRECTOR: DEBORAH D. RIEMAN Mgmt For For
1J. ELECTION OF DIRECTOR: HANSEL E. TOOKES II Mgmt For For
1K. ELECTION OF DIRECTOR: WENDELL P. WEEKS Mgmt For For
1L. ELECTION OF DIRECTOR: MARK S. WRIGHTON Mgmt For For
2. ADVISORY VOTE TO APPROVE THE COMPANY'S Mgmt For For
EXECUTIVE COMPENSATION.
3. APPROVAL OF THE ADOPTION OF THE 2014 Mgmt For For
VARIABLE COMPENSATION PLAN.
4. RATIFY THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS CORNING'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER
31, 2014.
--------------------------------------------------------------------------------------------------------------------------
COSTCO WHOLESALE CORPORATION Agenda Number: 933909383
--------------------------------------------------------------------------------------------------------------------------
Security: 22160K105
Meeting Type: Annual
Meeting Date: 30-Jan-2014
Ticker: COST
ISIN: US22160K1051
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
SUSAN L. DECKER Mgmt Withheld Against
RICHARD M. LIBENSON Mgmt Withheld Against
JOHN W. MEISENBACH Mgmt Withheld Against
CHARLES T. MUNGER Mgmt Withheld Against
2. RATIFICATION OF SELECTION OF INDEPENDENT Mgmt For For
AUDITORS.
3. APPROVAL, ON AN ADVISORY BASIS, OF Mgmt For For
EXECUTIVE COMPENSATION.
4. CONSIDERATION OF SHAREHOLDER PROPOSAL TO Shr For Against
CHANGE CERTAIN VOTING REQUIREMENTS.
5. TO AMEND THE ARTICLES OF INCORPORATION TO Shr For
CHANGE THE METHOD OF ELECTING DIRECTORS.
--------------------------------------------------------------------------------------------------------------------------
COVIDIEN PLC Agenda Number: 933918128
--------------------------------------------------------------------------------------------------------------------------
Security: G2554F113
Meeting Type: Annual
Meeting Date: 19-Mar-2014
Ticker: COV
ISIN: IE00B68SQD29
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A) ELECTION OF DIRECTOR: JOSE E. ALMEIDA Mgmt For For
1B) ELECTION OF DIRECTOR: JOY A. AMUNDSON Mgmt For For
1C) ELECTION OF DIRECTOR: CRAIG ARNOLD Mgmt For For
1D) ELECTION OF DIRECTOR: ROBERT H. BRUST Mgmt For For
1E) ELECTION OF DIRECTOR: CHRISTOPHER J. Mgmt For For
COUGHLIN
1F) ELECTION OF DIRECTOR: RANDALL J. HOGAN, III Mgmt For For
1G) ELECTION OF DIRECTOR: MARTIN D. MADAUS Mgmt For For
1H) ELECTION OF DIRECTOR: DENNIS H. REILLEY Mgmt For For
1I) ELECTION OF DIRECTOR: STEPHEN H. RUSCKOWSKI Mgmt For For
1J) ELECTION OF DIRECTOR: JOSEPH A. ZACCAGNINO Mgmt For For
2) APPROVE, IN A NON-BINDING ADVISORY VOTE, Mgmt For For
THE APPOINTMENT OF THE INDEPENDENT AUDITORS
AND AUTHORIZE, IN A BINDING VOTE, THE AUDIT
COMMITTEE TO SET THE AUDITORS'
REMUNERATION.
3) APPROVE, IN A NON-BINDING ADVISORY VOTE, Mgmt For For
THE COMPENSATION OF NAMED EXECUTIVE
OFFICERS.
4) AUTHORIZE THE COMPANY AND/OR ANY SUBSIDIARY Mgmt For For
TO MAKE MARKET PURCHASES OF COMPANY SHARES.
S5) DETERMINE THE PRICE RANGE AT WHICH THE Mgmt For For
COMPANY CAN REISSUE SHARES IT HOLDS AS
TREASURY SHARES.
6) RENEW THE DIRECTORS' AUTHORITY TO ISSUE Mgmt Against Against
SHARES.
S7) RENEW THE DIRECTORS' AUTHORITY TO ISSUE Mgmt Against Against
SHARES FOR CASH WITHOUT FIRST OFFERING THEM
TO EXISTING SHAREHOLDERS.
--------------------------------------------------------------------------------------------------------------------------
DANAHER CORPORATION Agenda Number: 933967513
--------------------------------------------------------------------------------------------------------------------------
Security: 235851102
Meeting Type: Annual
Meeting Date: 06-May-2014
Ticker: DHR
ISIN: US2358511028
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: H. LAWRENCE CULP, JR. Mgmt For For
1B. ELECTION OF DIRECTOR: DONALD J. EHRLICH Mgmt For For
1C. ELECTION OF DIRECTOR: LINDA HEFNER FILLER Mgmt For For
1D. ELECTION OF DIRECTOR: TERI LIST-STOLL Mgmt For For
1E. ELECTION OF DIRECTOR: WALTER G. LOHR, JR. Mgmt For For
1F. ELECTION OF DIRECTOR: MITCHELL P. RALES Mgmt For For
1G. ELECTION OF DIRECTOR: STEVEN M. RALES Mgmt For For
1H. ELECTION OF DIRECTOR: JOHN T. SCHWIETERS Mgmt For For
1I. ELECTION OF DIRECTOR: ALAN G. SPOON Mgmt For For
1J. ELECTION OF DIRECTOR: ELIAS A. ZERHOUNI, Mgmt For For
M.D.
2. TO RATIFY THE SELECTION OF ERNST & YOUNG Mgmt For For
LLP AS DANAHER'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION.
4. TO ACT UPON A SHAREHOLDER PROPOSAL Shr Against For
REQUESTING THAT DANAHER ISSUE A REPORT
DISCLOSING ITS POLITICAL EXPENDITURE
POLICIES AND DIRECT AND INDIRECT POLITICAL
EXPENDITURES.
5. TO ACT UPON SHAREHOLDER PROPOSAL REQUESTING Shr For Against
THAT DANAHER ADOPT A POLICY REQUIRING THE
CHAIR OF BOARD OF DIRECTORS BE INDEPENDENT.
--------------------------------------------------------------------------------------------------------------------------
DEERE & COMPANY Agenda Number: 933914586
--------------------------------------------------------------------------------------------------------------------------
Security: 244199105
Meeting Type: Annual
Meeting Date: 26-Feb-2014
Ticker: DE
ISIN: US2441991054
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN Mgmt For For
1B. ELECTION OF DIRECTOR: CRANDALL C. BOWLES Mgmt For For
1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN Mgmt For For
1D. ELECTION OF DIRECTOR: CHARLES O. HOLLIDAY, Mgmt For For
JR.
1E. ELECTION OF DIRECTOR: DIPAK C. JAIN Mgmt For For
1F. ELECTION OF DIRECTOR: CLAYTON M. JONES Mgmt For For
1G. ELECTION OF DIRECTOR: JOACHIM MILBERG Mgmt For For
1H. ELECTION OF DIRECTOR: RICHARD B. MYERS Mgmt For For
1I. ELECTION OF DIRECTOR: GREGORY R. PAGE Mgmt For For
1J. ELECTION OF DIRECTOR: THOMAS H. PATRICK Mgmt For For
1K. ELECTION OF DIRECTOR: SHERRY M. SMITH Mgmt For For
2. ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
3. RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS DEERE'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR
FISCAL 2014.
--------------------------------------------------------------------------------------------------------------------------
DIAGEO PLC, LONDON Agenda Number: 704697070
--------------------------------------------------------------------------------------------------------------------------
Security: G42089113
Meeting Type: AGM
Meeting Date: 19-Sep-2013
Ticker:
ISIN: GB0002374006
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Report and accounts 2013 Mgmt For For
2 Directors' remuneration report 2013 Mgmt For For
3 Declaration of final dividend. That a final Mgmt For For
dividend be declared on the ordinary shares
of 28101/108 pence each ('Ordinary
Share(s)') of 29.30 pence per share for the
year ended 30 June 2013
4 That PB Bruzelius be re-elected as a Mgmt For For
director
5 That LM Danon be re-elected as a director Mgmt For For
6 That Lord Davies be re-elected as a Mgmt For For
director
7 That Ho KwonPing be re-elected as a Mgmt For For
director
8 That BD Holden be re-elected as a director Mgmt For For
9 That Dr FB Humer be re-elected as a Mgmt For For
director
10 That D Mahlan be re-elected as a director Mgmt For For
11 That IM Menezes be re-elected as a director Mgmt For For
12 That PG Scott be re-elected as a director Mgmt For For
13 Appointment of auditor: That KPMG LLP be Mgmt For For
appointed as auditor of the company to hold
office from the conclusion of this AGM
until the conclusion of the next general
meeting at which accounts are laid before
the company
14 Remuneration of auditor Mgmt For For
15 Authority to allot shares Mgmt For For
16 Disapplication of pre-emption rights Mgmt For For
17 Authority to purchase own Ordinary Shares Mgmt For For
18 Authority to make political donations Mgmt For For
and/or to incur political expenditure in
the European Union ('EU'): That, in
accordance with sections 366 and 367 of the
Act, the company and all companies that are
at any time during the period for which
this resolution has effect subsidiaries of
the company be authorised to: a) make
political donations (as defined in section
364 of the Act) to political parties (as
defined in section 363 of the Act) or
independent election candidates (as defined
in section 363 of the Act), not exceeding
GBP 200,000 in total; and b) make political
donations (as defined in section 364 of the
Act) to political organisations other than
political parties (as defined in section
363 of the Act) not exceeding GBP 200,000
in total; and c) incur political
expenditure (as defined in section 365 of
the Act) CONTD
CONT CONTD not exceeding GBP 200,000 in total; Non-Voting
in each case during the period beginning
with the date of passing this resolution
and ending at the end of next year's AGM or
on 18 December 2014, whichever is the
sooner, and provided that the aggregate
amount of political donations and political
expenditure so made and incurred by the
company and its subsidiaries pursuant to
this resolution shall not exceed GBP
200,000
19 Reduced notice of a general meeting other Mgmt For For
than an annual general meeting
--------------------------------------------------------------------------------------------------------------------------
DISCOVER FINANCIAL SERVICES Agenda Number: 933944250
--------------------------------------------------------------------------------------------------------------------------
Security: 254709108
Meeting Type: Annual
Meeting Date: 07-May-2014
Ticker: DFS
ISIN: US2547091080
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: JEFFREY S. ARONIN Mgmt For For
1B. ELECTION OF DIRECTOR: MARY K. BUSH Mgmt For For
1C. ELECTION OF DIRECTOR: GREGORY C. CASE Mgmt For For
1D. ELECTION OF DIRECTOR: CANDACE H. DUNCAN Mgmt For For
1E. ELECTION OF DIRECTOR: CYNTHIA A. GLASSMAN Mgmt For For
1F. ELECTION OF DIRECTOR: RICHARD H. LENNY Mgmt For For
1G. ELECTION OF DIRECTOR: THOMAS G. MAHERAS Mgmt For For
1H. ELECTION OF DIRECTOR: MICHAEL H. MOSKOW Mgmt For For
1I. ELECTION OF DIRECTOR: DAVID W. NELMS Mgmt For For
1J. ELECTION OF DIRECTOR: MARK A. THIERER Mgmt For For
1K. ELECTION OF DIRECTOR: LAWRENCE A. WEINBACH Mgmt For For
2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION.
3. TO APPROVE THE AMENDMENT AND RESTATEMENT OF Mgmt For For
OUR OMNIBUS INCENTIVE PLAN.
4. TO RATIFY THE APPOINTMENT OF DELOITTE & Mgmt For For
TOUCHE LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
--------------------------------------------------------------------------------------------------------------------------
DOLLAR GENERAL CORPORATION Agenda Number: 933972261
--------------------------------------------------------------------------------------------------------------------------
Security: 256677105
Meeting Type: Annual
Meeting Date: 29-May-2014
Ticker: DG
ISIN: US2566771059
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: WARREN F. BRYANT Mgmt For For
1B. ELECTION OF DIRECTOR: MICHAEL M. CALBERT Mgmt For For
1C. ELECTION OF DIRECTOR: SANDRA B. COCHRAN Mgmt For For
1D. ELECTION OF DIRECTOR: RICHARD W. DREILING Mgmt For For
1E. ELECTION OF DIRECTOR: PATRICIA D. Mgmt For For
FILI-KRUSHEL
1F. ELECTION OF DIRECTOR: WILLIAM C. RHODES, Mgmt For For
III
1G. ELECTION OF DIRECTOR: DAVID B. RICKARD Mgmt For For
2. TO APPROVE, ON AN ADVISORY (NONBINDING) Mgmt For For
BASIS, THE COMPENSATION OF THE NAMED
EXECUTIVE OFFICERS AS DISCLOSED IN THE
PROXY STATEMENT.
3. TO RATIFY ERNST & YOUNG LLP AS THE Mgmt For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR FISCAL 2014.
--------------------------------------------------------------------------------------------------------------------------
DUKE ENERGY CORPORATION Agenda Number: 933932926
--------------------------------------------------------------------------------------------------------------------------
Security: 26441C204
Meeting Type: Annual
Meeting Date: 01-May-2014
Ticker: DUK
ISIN: US26441C2044
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
G. ALEX BERNHARDT, SR. Mgmt For For
MICHAEL G. BROWNING Mgmt For For
HARRIS E. DELOACH, JR. Mgmt For For
DANIEL R. DIMICCO Mgmt For For
JOHN H. FORSGREN Mgmt For For
LYNN J. GOOD Mgmt For For
ANN M. GRAY Mgmt For For
JAMES H. HANCE, JR. Mgmt For For
JOHN T. HERRON Mgmt For For
JAMES B. HYLER, JR. Mgmt For For
WILLIAM E. KENNARD Mgmt For For
E. MARIE MCKEE Mgmt For For
E. JAMES REINSCH Mgmt For For
JAMES T. RHODES Mgmt For For
CARLOS A. SALADRIGAS Mgmt For For
2. RATIFICATION OF DELOITTE & TOUCHE LLP AS Mgmt For For
DUKE ENERGY CORPORATION'S INDEPENDENT
PUBLIC ACCOUNTANT FOR 2014
3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION
4. APPROVAL OF THE AMENDMENT TO DUKE ENERGY Mgmt For For
CORPORATION'S AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION TO AUTHORIZE
SHAREHOLDER ACTION BY LESS THAN UNANIMOUS
WRITTEN CONSENT
5. SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER Shr For Against
RIGHT TO CALL A SPECIAL SHAREHOLDER MEETING
6. SHAREHOLDER PROPOSAL REGARDING POLITICAL Shr Against For
CONTRIBUTION DISCLOSURE
--------------------------------------------------------------------------------------------------------------------------
EBAY INC. Agenda Number: 933949919
--------------------------------------------------------------------------------------------------------------------------
Security: 278642103
Meeting Type: Annual
Meeting Date: 13-May-2014
Ticker: EBAY
ISIN: US2786421030
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 DIRECTOR
FRED D. ANDERSON Mgmt For For
EDWARD W. BARNHOLT Mgmt For For
SCOTT D. COOK Mgmt For For
JOHN J. DONAHOE Mgmt For For
2 TO APPROVE, ON AN ADVISORY BASIS, THE Mgmt For For
COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS.
3 TO APPROVE THE AMENDMENT AND RESTATEMENT OF Mgmt For For
OUR 2008 EQUITY INCENTIVE AWARD PLAN.
4 TO RATIFY THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT AUDITORS FOR OUR FISCAL YEAR
ENDING DECEMBER 31, 2014.
5 TO CONSIDER A STOCKHOLDER PROPOSAL Shr For Against
SUBMITTED BY JOHN CHEVEDDEN REGARDING
STOCKHOLDER ACTION BY WRITTEN CONSENT
WITHOUT A MEETING, IF PROPERLY PRESENTED
BEFORE THE MEETING.
6 PROPOSAL WITHDRAWN Shr Abstain Against
--------------------------------------------------------------------------------------------------------------------------
EDISON INTERNATIONAL Agenda Number: 933932370
--------------------------------------------------------------------------------------------------------------------------
Security: 281020107
Meeting Type: Annual
Meeting Date: 24-Apr-2014
Ticker: EIX
ISIN: US2810201077
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: JAGJEET S. BINDRA Mgmt For For
1B. ELECTION OF DIRECTOR: VANESSA C.L. CHANG Mgmt For For
1C. ELECTION OF DIRECTOR: FRANCE A. CORDOVA Mgmt Abstain Against
1D. ELECTION OF DIRECTOR: THEODORE F. CRAVER, Mgmt For For
JR.
1E. ELECTION OF DIRECTOR: BRADFORD M. FREEMAN Mgmt For For
1F. ELECTION OF DIRECTOR: LUIS G. NOGALES Mgmt For For
1G. ELECTION OF DIRECTOR: RICHARD T. Mgmt For For
SCHLOSBERG, III
1H. ELECTION OF DIRECTOR: LINDA G. STUNTZ Mgmt For For
1I. ELECTION OF DIRECTOR: THOMAS C. SUTTON Mgmt For For
1J. ELECTION OF DIRECTOR: ELLEN O. TAUSCHER Mgmt For For
1K. ELECTION OF DIRECTOR: PETER J. TAYLOR Mgmt For For
1L. ELECTION OF DIRECTOR: BRETT WHITE Mgmt For For
2. RATIFICATION OF THE APPOINTMENT OF THE Mgmt For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
3. ADVISORY VOTE TO APPROVE THE COMPANY'S Mgmt For For
EXECUTIVE COMPENSATION
4. SHAREHOLDER PROPOSAL REGARDING AN Shr For Against
INDEPENDENT BOARD CHAIRMAN
--------------------------------------------------------------------------------------------------------------------------
EMERSON ELECTRIC CO. Agenda Number: 933908292
--------------------------------------------------------------------------------------------------------------------------
Security: 291011104
Meeting Type: Annual
Meeting Date: 04-Feb-2014
Ticker: EMR
ISIN: US2910111044
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
D.N. FARR* Mgmt For For
H. GREEN* Mgmt For For
C.A. PETERS* Mgmt For For
J.W. PRUEHER* Mgmt For For
A.A. BUSCH III# Mgmt For For
J.S. TURLEY# Mgmt For For
2. APPROVAL, BY NON-BINDING ADVISORY VOTE, OF Mgmt For For
EMERSON ELECTRIC CO. EXECUTIVE
COMPENSATION.
3. RATIFICATION OF KPMG LLP AS INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM.
4. APPROVAL OF THE STOCKHOLDER PROPOSAL Shr Against For
REQUESTING ISSUANCE OF A SUSTAINABILITY
REPORT AS DESCRIBED IN THE PROXY STATEMENT.
5. APPROVAL OF THE STOCKHOLDER PROPOSAL Shr Against For
REQUESTING ISSUANCE OF A POLITICAL
CONTRIBUTIONS REPORT AS DESCRIBED IN THE
PROXY STATEMENT.
6. APPROVAL OF THE STOCKHOLDER PROPOSAL Shr Against For
REQUESTING ISSUANCE OF A LOBBYING REPORT AS
DESCRIBED IN THE PROXY STATEMENT.
--------------------------------------------------------------------------------------------------------------------------
EOG RESOURCES, INC. Agenda Number: 933953792
--------------------------------------------------------------------------------------------------------------------------
Security: 26875P101
Meeting Type: Annual
Meeting Date: 01-May-2014
Ticker: EOG
ISIN: US26875P1012
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: JANET F. CLARK Mgmt For For
1B. ELECTION OF DIRECTOR: CHARLES R. CRISP Mgmt For For
1C. ELECTION OF DIRECTOR: JAMES C. DAY Mgmt For For
1D. ELECTION OF DIRECTOR: MARK G. PAPA Mgmt For For
1E. ELECTION OF DIRECTOR: H. LEIGHTON STEWARD Mgmt For For
1F. ELECTION OF DIRECTOR: DONALD F. TEXTOR Mgmt For For
1G. ELECTION OF DIRECTOR: WILLIAM R. THOMAS Mgmt For For
1H. ELECTION OF DIRECTOR: FRANK G. WISNER Mgmt For For
2. TO RATIFY THE APPOINTMENT BY THE AUDIT Mgmt For For
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, 2014.
3. TO APPROVE, BY NON-BINDING VOTE, THE Mgmt For For
COMPENSATION OF THE COMPANY'S NAMED
EXECUTIVE OFFICERS.
4. STOCKHOLDER PROPOSAL CONCERNING Shr Against For
QUANTITATIVE RISK MANAGEMENT REPORTING FOR
HYDRAULIC FRACTURING OPERATIONS, IF
PROPERLY PRESENTED.
5. STOCKHOLDER PROPOSAL CONCERNING A METHANE Shr Against For
EMISSIONS REPORT, IF PROPERLY PRESENTED.
--------------------------------------------------------------------------------------------------------------------------
EXPRESS SCRIPTS HOLDING COMPANY Agenda Number: 933941139
--------------------------------------------------------------------------------------------------------------------------
Security: 30219G108
Meeting Type: Annual
Meeting Date: 07-May-2014
Ticker: ESRX
ISIN: US30219G1085
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: GARY G. BENANAV Mgmt For For
1B. ELECTION OF DIRECTOR: MAURA C. BREEN Mgmt For For
1C. ELECTION OF DIRECTOR: WILLIAM J. DELANEY Mgmt For For
1D. ELECTION OF DIRECTOR: NICHOLAS J. LAHOWCHIC Mgmt For For
1E. ELECTION OF DIRECTOR: THOMAS P. MAC MAHON Mgmt For For
1F. ELECTION OF DIRECTOR: FRANK MERGENTHALER Mgmt For For
1G. ELECTION OF DIRECTOR: WOODROW A. MYERS, Mgmt For For
JR., MD
1H. ELECTION OF DIRECTOR: JOHN O. PARKER, JR. Mgmt For For
1I. ELECTION OF DIRECTOR: GEORGE PAZ Mgmt For For
1J. ELECTION OF DIRECTOR: WILLIAM L. ROPER, MD, Mgmt For For
MPH
1K. ELECTION OF DIRECTOR: SEYMOUR STERNBERG Mgmt For For
2. TO RATIFY THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
FOR 2014.
3. TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE Mgmt For For
COMPENSATION.
--------------------------------------------------------------------------------------------------------------------------
EXXON MOBIL CORPORATION Agenda Number: 933975154
--------------------------------------------------------------------------------------------------------------------------
Security: 30231G102
Meeting Type: Annual
Meeting Date: 28-May-2014
Ticker: XOM
ISIN: US30231G1022
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
M.J. BOSKIN Mgmt For For
P. BRABECK-LETMATHE Mgmt For For
U.M. BURNS Mgmt For For
L.R. FAULKNER Mgmt For For
J.S. FISHMAN Mgmt For For
H.H. FORE Mgmt For For
K.C. FRAZIER Mgmt For For
W.W. GEORGE Mgmt For For
S.J. PALMISANO Mgmt For For
S.S REINEMUND Mgmt For For
R.W. TILLERSON Mgmt For For
W.C. WELDON Mgmt For For
2. RATIFICATION OF INDEPENDENT AUDITORS Mgmt For For
3. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION
4. MAJORITY VOTE FOR DIRECTORS Shr Against For
5. LIMIT DIRECTORSHIPS Shr Against For
6. AMENDMENT OF EEO POLICY Shr Against For
7. REPORT ON LOBBYING Shr Against For
8. GREENHOUSE GAS EMISSIONS GOALS Shr Against For
--------------------------------------------------------------------------------------------------------------------------
FACEBOOK INC. Agenda Number: 933958324
--------------------------------------------------------------------------------------------------------------------------
Security: 30303M102
Meeting Type: Annual
Meeting Date: 22-May-2014
Ticker: FB
ISIN: US30303M1027
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
MARC L. ANDREESSEN Mgmt For For
ERSKINE B. BOWLES Mgmt For For
S.D. DESMOND-HELLMANN Mgmt For For
DONALD E. GRAHAM Mgmt For For
REED HASTINGS Mgmt For For
SHERYL K. SANDBERG Mgmt Withheld Against
PETER A. THIEL Mgmt For For
MARK ZUCKERBERG Mgmt Withheld Against
2. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS FACEBOOK, INC.'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2014.
3. A STOCKHOLDER PROPOSAL REGARDING CHANGE IN Shr For Against
STOCKHOLDER VOTING.
4. A STOCKHOLDER PROPOSAL REGARDING LOBBYING Shr Against For
EXPENDITURES.
5. A STOCKHOLDER PROPOSAL REGARDING POLITICAL Shr Against For
CONTRIBUTIONS.
6. A STOCKHOLDER PROPOSAL REGARDING CHILDHOOD Shr Against For
OBESITY AND FOOD MARKETING TO YOUTH.
7. A STOCKHOLDER PROPOSAL REGARDING AN ANNUAL Shr Against For
SUSTAINABILITY REPORT.
--------------------------------------------------------------------------------------------------------------------------
FMC TECHNOLOGIES, INC. Agenda Number: 933963147
--------------------------------------------------------------------------------------------------------------------------
Security: 30249U101
Meeting Type: Annual
Meeting Date: 02-May-2014
Ticker: FTI
ISIN: US30249U1016
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: CLARENCE P. CAZALOT, Mgmt For For
JR.
1B. ELECTION OF DIRECTOR: ELEAZAR DE CARVALHO Mgmt For For
FILHO
1C. ELECTION OF DIRECTOR: C. MAURY DEVINE Mgmt For For
1D. ELECTION OF DIRECTOR: CLAIRE S. FARLEY Mgmt For For
1E. ELECTION OF DIRECTOR: JOHN T. GREMP Mgmt For For
1F. ELECTION OF DIRECTOR: THOMAS M. HAMILTON Mgmt For For
1G. ELECTION OF DIRECTOR: PETER MELLBYE Mgmt For For
1H. ELECTION OF DIRECTOR: JOSEPH H. NETHERLAND Mgmt For For
1I. ELECTION OF DIRECTOR: RICHARD A. PATTAROZZI Mgmt For For
2. RATIFY THE APPOINTMENT OF KPMG LLP AS THE Mgmt For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2014.
3. ADVISORY APPROVAL OF 2013 EXECUTIVE Mgmt For For
COMPENSATION.
--------------------------------------------------------------------------------------------------------------------------
FREEPORT-MCMORAN COPPER & GOLD INC. Agenda Number: 933842230
--------------------------------------------------------------------------------------------------------------------------
Security: 35671D857
Meeting Type: Annual
Meeting Date: 16-Jul-2013
Ticker: FCX
ISIN: US35671D8570
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 DIRECTOR
RICHARD C. ADKERSON Mgmt For For
ROBERT J. ALLISON, JR. Mgmt For For
ALAN R. BUCKWALTER, III Mgmt For For
ROBERT A. DAY Mgmt For For
JAMES C. FLORES Mgmt For For
GERALD J. FORD Mgmt For For
THOMAS A. FRY, III Mgmt For For
H. DEVON GRAHAM, JR. Mgmt For For
CHARLES C. KRULAK Mgmt For For
BOBBY LEE LACKEY Mgmt For For
JON C. MADONNA Mgmt For For
DUSTAN E. MCCOY Mgmt For For
JAMES R. MOFFETT Mgmt For For
B.M. RANKIN, JR. Mgmt For For
STEPHEN H. SIEGELE Mgmt For For
2 APPROVAL, ON AN ADVISORY BASIS, OF THE Mgmt Against Against
COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS.
3 RATIFICATION OF THE APPOINTMENT OF ERNST & Mgmt For For
YOUNG LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
4 STOCKHOLDER PROPOSAL REGARDING THE Shr Against For
SELECTION OF A CANDIDATE WITH ENVIRONMENTAL
EXPERTISE TO BE RECOMMENDED FOR ELECTION TO
THE BOARD OF DIRECTORS.
5 STOCKHOLDER PROPOSAL REGARDING THE Shr For Against
REQUIREMENT THAT OUR CHAIRMAN OF THE BOARD
OF DIRECTORS BE AN INDEPENDENT MEMBER OF
THE BOARD OF DIRECTORS.
6 STOCKHOLDER PROPOSAL REGARDING THE ADOPTION Shr Against For
BY THE BOARD OF DIRECTORS OF A POLICY ON
BOARD DIVERSITY.
7 STOCKHOLDER PROPOSAL REGARDING THE Shr For Against
AMENDMENT OF OUR BYLAWS TO PERMIT
STOCKHOLDERS HOLDING 15% OF OUR OUTSTANDING
COMMON STOCK TO CALL A SPECIAL MEETING OF
STOCKHOLDERS.
--------------------------------------------------------------------------------------------------------------------------
FREEPORT-MCMORAN COPPER & GOLD INC. Agenda Number: 933999180
--------------------------------------------------------------------------------------------------------------------------
Security: 35671D857
Meeting Type: Annual
Meeting Date: 17-Jun-2014
Ticker: FCX
ISIN: US35671D8570
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 DIRECTOR
RICHARD C. ADKERSON Mgmt For For
ROBERT J. ALLISON, JR. Mgmt For For
ALAN R. BUCKWALTER, III Mgmt For For
ROBERT A. DAY Mgmt For For
JAMES C. FLORES Mgmt For For
GERALD J. FORD Mgmt For For
THOMAS A. FRY, III Mgmt For For
H. DEVON GRAHAM, JR. Mgmt For For
LYDIA H. KENNARD Mgmt For For
CHARLES C. KRULAK Mgmt For For
BOBBY LEE LACKEY Mgmt For For
JON C. MADONNA Mgmt For For
DUSTAN E. MCCOY Mgmt For For
JAMES R. MOFFETT Mgmt For For
STEPHEN H. SIEGELE Mgmt For For
FRANCES FRAGOS TOWNSEND Mgmt For For
2 APPROVAL, ON AN ADVISORY BASIS, OF THE Mgmt Against Against
COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS.
3 RATIFICATION OF THE APPOINTMENT OF ERNST & Mgmt For For
YOUNG LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
4 APPROVAL OF THE FREEPORT-MCMORAN COPPER & Mgmt For For
GOLD INC. ANNUAL INCENTIVE PLAN.
5 STOCKHOLDER PROPOSAL REGARDING THE Shr Against For
SELECTION OF A CANDIDATE WITH ENVIRONMENTAL
EXPERTISE TO BE RECOMMENDED FOR ELECTION TO
THE BOARD OF DIRECTORS.
--------------------------------------------------------------------------------------------------------------------------
GILEAD SCIENCES, INC. Agenda Number: 933943006
--------------------------------------------------------------------------------------------------------------------------
Security: 375558103
Meeting Type: Annual
Meeting Date: 07-May-2014
Ticker: GILD
ISIN: US3755581036
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: JOHN F. COGAN Mgmt For For
1B. ELECTION OF DIRECTOR: ETIENNE F. DAVIGNON Mgmt For For
1C. ELECTION OF DIRECTOR: CARLA A. HILLS Mgmt For For
1D. ELECTION OF DIRECTOR: KEVIN E. LOFTON Mgmt For For
1E. ELECTION OF DIRECTOR: JOHN W. MADIGAN Mgmt For For
1F. ELECTION OF DIRECTOR: JOHN C. MARTIN Mgmt For For
1G. ELECTION OF DIRECTOR: NICHOLAS G. MOORE Mgmt For For
1H. ELECTION OF DIRECTOR: RICHARD J. WHITLEY Mgmt For For
1I. ELECTION OF DIRECTOR: GAYLE E. WILSON Mgmt For For
1J. ELECTION OF DIRECTOR: PER WOLD-OLSEN Mgmt For For
2. TO RATIFY THE SELECTION OF ERNST & YOUNG Mgmt For For
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, 2014.
3. TO VOTE ON A PROPOSED AMENDMENT TO GILEAD'S Mgmt Against Against
RESTATED CERTIFICATE OF INCORPORATION TO
DESIGNATE DELAWARE CHANCERY COURT AS THE
EXCLUSIVE FORUM FOR CERTAIN LEGAL ACTIONS.
4. TO APPROVE, ON AN ADVISORY BASIS, THE Mgmt For For
COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS AS PRESENTED IN THE PROXY
STATEMENT.
5. TO VOTE ON A STOCKHOLDER PROPOSAL, IF Shr Against For
PROPERLY PRESENTED AT THE MEETING,
REQUESTING THAT THE BOARD ADOPT A POLICY
THAT THE CHAIRMAN OF THE BOARD OF DIRECTORS
BE AN INDEPENDENT DIRECTOR.
6. TO VOTE ON A STOCKHOLDER PROPOSAL, IF Shr For Against
PROPERLY PRESENTED AT THE MEETING,
REQUESTING THAT THE BOARD TAKE STEPS TO
PERMIT STOCKHOLDER ACTION BY WRITTEN
CONSENT.
7. TO VOTE ON A STOCKHOLDER PROPOSAL, IF Shr Against For
PROPERLY PRESENTED AT THE MEETING,
REQUESTING THAT THE BOARD ADOPT A POLICY
THAT INCENTIVE COMPENSATION FOR THE CHIEF
EXECUTIVE OFFICER INCLUDE NON-FINANCIAL
MEASURES BASED ON PATIENT ACCESS TO
GILEAD'S MEDICINES.
--------------------------------------------------------------------------------------------------------------------------
GOOGLE INC. Agenda Number: 933948359
--------------------------------------------------------------------------------------------------------------------------
Security: 38259P508
Meeting Type: Annual
Meeting Date: 14-May-2014
Ticker: GOOG
ISIN: US38259P5089
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
LARRY PAGE Mgmt For For
SERGEY BRIN Mgmt Withheld Against
ERIC E. SCHMIDT Mgmt For For
L. JOHN DOERR Mgmt For For
DIANE B. GREENE Mgmt For For
JOHN L. HENNESSY Mgmt For For
ANN MATHER Mgmt For For
PAUL S. OTELLINI Mgmt For For
K. RAM SHRIRAM Mgmt For For
SHIRLEY M. TILGHMAN Mgmt For For
2. THE RATIFICATION OF THE APPOINTMENT OF Mgmt For For
ERNST & YOUNG LLP AS GOOGLE'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2014.
3. THE APPROVAL OF 2013 COMPENSATION AWARDED Mgmt For For
TO NAMED EXECUTIVE OFFICERS.
4. A STOCKHOLDER PROPOSAL REGARDING EQUAL Shr For Against
SHAREHOLDER VOTING, IF PROPERLY PRESENTED
AT THE MEETING.
5. A STOCKHOLDER PROPOSAL REGARDING A LOBBYING Shr Against For
REPORT, IF PROPERLY PRESENTED AT THE
MEETING.
6. A STOCKHOLDER PROPOSAL REGARDING THE Shr For Against
ADOPTION OF A MAJORITY VOTE STANDARD FOR
THE ELECTION OF DIRECTORS, IF PROPERLY
PRESENTED AT THE MEETING.
7. A STOCKHOLDER PROPOSAL REGARDING TAX POLICY Shr Against For
PRINCIPLES, IF PROPERLY PRESENTED AT THE
MEETING.
8. A STOCKHOLDER PROPOSAL REGARDING AN Shr For Against
INDEPENDENT CHAIRMAN OF THE BOARD POLICY,
IF PROPERLY PRESENTED AT THE MEETING.
--------------------------------------------------------------------------------------------------------------------------
HONDA MOTOR CO.,LTD. Agenda Number: 705324022
--------------------------------------------------------------------------------------------------------------------------
Security: J22302111
Meeting Type: AGM
Meeting Date: 13-Jun-2014
Ticker:
ISIN: JP3854600008
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please reference meeting materials. Non-Voting
1 Approve Appropriation of Surplus Mgmt For For
2.1 Appoint a Director Mgmt For For
2.2 Appoint a Director Mgmt For For
2.3 Appoint a Director Mgmt For For
2.4 Appoint a Director Mgmt For For
2.5 Appoint a Director Mgmt For For
2.6 Appoint a Director Mgmt For For
2.7 Appoint a Director Mgmt For For
2.8 Appoint a Director Mgmt For For
2.9 Appoint a Director Mgmt For For
2.10 Appoint a Director Mgmt For For
2.11 Appoint a Director Mgmt For For
2.12 Appoint a Director Mgmt For For
2.13 Appoint a Director Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
IMI PLC, BIRMINGHAM Agenda Number: 704938197
--------------------------------------------------------------------------------------------------------------------------
Security: G47152106
Meeting Type: OGM
Meeting Date: 13-Feb-2014
Ticker:
ISIN: GB0004579636
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Special resolution to approve the New Mgmt For For
Articles of Association
2 Ordinary resolution to capitalise reserves Mgmt For For
and grant directors authority to allot B
Shares and C Shares
3 Ordinary resolution to grant directors Mgmt For For
authority to allot securities
4 Special resolution to disapply pre-emption Mgmt For For
rights
5 Special resolution to authorise market Mgmt For For
purchases
--------------------------------------------------------------------------------------------------------------------------
INDUSTRIA DE DISENO TEXTIL S.A., ARTEIXO, LA COROG Agenda Number: 704613783
--------------------------------------------------------------------------------------------------------------------------
Security: E6282J109
Meeting Type: AGM
Meeting Date: 16-Jul-2013
Ticker:
ISIN: ES0148396015
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES Non-Voting
NOT REACH QUORUM, THERE WILL BE A SECOND
CALL ON 17 JUL 2013. CONSEQUENTLY, YOUR
VOTING INSTRUCTIONS WILL REMAIN VALID FOR
ALL CALLS UNLESS THE AGENDA IS AMENDED.
THANK YOU.
1 Approve individual financial statements Mgmt For For
2 Approve consolidated financial statements, Mgmt For For
and discharge of board
3 Approve updated balance sheets to benefit Mgmt For For
from new tax regulation
4 Approve allocation of income and dividends Mgmt For For
5 Approve long term incentive plan Mgmt For For
6 Authorize share repurchase program Mgmt For For
7 Advisory vote on remuneration policy report Mgmt For For
8 Authorize board to ratify and execute Mgmt For For
approved resolutions
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
CHANGE IN RECORD DATE FROM 11 JUL 2013 TO
09 JUL 2013. 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.
--------------------------------------------------------------------------------------------------------------------------
JOHNSON & JOHNSON Agenda Number: 933933548
--------------------------------------------------------------------------------------------------------------------------
Security: 478160104
Meeting Type: Annual
Meeting Date: 24-Apr-2014
Ticker: JNJ
ISIN: US4781601046
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN Mgmt For For
1B. ELECTION OF DIRECTOR: JAMES G. CULLEN Mgmt For For
1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS Mgmt For For
1D. ELECTION OF DIRECTOR: ALEX GORSKY Mgmt For For
1E. ELECTION OF DIRECTOR: SUSAN L. LINDQUIST Mgmt For For
1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN Mgmt For For
1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY Mgmt For For
1H. ELECTION OF DIRECTOR: LEO F. MULLIN Mgmt For For
1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ Mgmt For For
1J. ELECTION OF DIRECTOR: CHARLES PRINCE Mgmt For For
1K. ELECTION OF DIRECTOR: A. EUGENE WASHINGTON Mgmt For For
1L. ELECTION OF DIRECTOR: RONALD A. WILLIAMS Mgmt For For
2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION
3. RATIFICATION OF APPOINTMENT OF INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014
4. SHAREHOLDER PROPOSAL - EXECUTIVES TO RETAIN Shr For Against
SIGNIFICANT STOCK
--------------------------------------------------------------------------------------------------------------------------
JPMORGAN CHASE & CO. Agenda Number: 933970089
--------------------------------------------------------------------------------------------------------------------------
Security: 46625H100
Meeting Type: Annual
Meeting Date: 20-May-2014
Ticker: JPM
ISIN: US46625H1005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN Mgmt For For
1B. ELECTION OF DIRECTOR: JAMES A. BELL Mgmt For For
1C. ELECTION OF DIRECTOR: CRANDALL C. BOWLES Mgmt For For
1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE Mgmt For For
1E. ELECTION OF DIRECTOR: JAMES S. CROWN Mgmt For For
1F. ELECTION OF DIRECTOR: JAMES DIMON Mgmt For For
1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN Mgmt For For
1H. ELECTION OF DIRECTOR: LABAN P. JACKSON, JR. Mgmt For For
1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL Mgmt For For
1J. ELECTION OF DIRECTOR: LEE R. RAYMOND Mgmt For For
1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON Mgmt For For
2. ADVISORY RESOLUTION TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION
3. RATIFICATION OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM
4. LOBBYING REPORT - REQUIRE ANNUAL REPORT ON Shr Against For
LOBBYING
5. SPECIAL SHAREOWNER MEETINGS - REDUCE Shr For Against
THRESHOLD TO 15% RATHER THAN 20% AND REMOVE
PROCEDURAL PROVISIONS
6. CUMULATIVE VOTING - REQUIRE CUMULATIVE Shr Against For
VOTING FOR DIRECTORS RATHER THAN ONE-SHARE
ONE-VOTE
--------------------------------------------------------------------------------------------------------------------------
LYONDELLBASELL INDUSTRIES N.V. Agenda Number: 933954287
--------------------------------------------------------------------------------------------------------------------------
Security: N53745100
Meeting Type: Annual
Meeting Date: 16-Apr-2014
Ticker: LYB
ISIN: NL0009434992
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. TO ELECT JAGJEET S. BINDRA, CLASS I Mgmt For For
DIRECTOR, TO SERVE UNTIL THE ANNUAL GENERAL
MEETING IN 2017
1B. TO ELECT MILTON CARROLL, CLASS I DIRECTOR, Mgmt For For
TO SERVE UNTIL THE ANNUAL GENERAL MEETING
IN 2017
1C. TO ELECT CLAIRE S. FARLEY, CLASS I Mgmt For For
DIRECTOR, TO SERVE UNTIL THE ANNUAL GENERAL
MEETING IN 2017
1D. TO ELECT RUDY VAN DER MEER, CLASS I Mgmt For For
DIRECTOR, TO SERVE UNTIL THE ANNUAL GENERAL
MEETING IN 2017
1E. TO ELECT ISABELLA D. GOREN, CLASS II Mgmt For For
DIRECTOR, TO SERVE UNTIL THE ANNUAL GENERAL
MEETING IN 2015
1F. TO ELECT NANCE K. DICCIANI, CLASS III Mgmt For For
DIRECTOR, TO SERVE UNTIL THE ANNUAL GENERAL
MEETING IN 2016
2A. TO ELECT MANAGING DIRECTOR TO SERVE A Mgmt For For
FOUR-YEAR TERM: KARYN F. OVELMEN
2B. TO ELECT MANAGING DIRECTOR TO SERVE A Mgmt For For
FOUR-YEAR TERM: CRAIG B. GLIDDEN
2C. TO ELECT MANAGING DIRECTOR TO SERVE A Mgmt For For
FOUR-YEAR TERM: BHAVESH V. PATEL
2D. TO ELECT MANAGING DIRECTOR TO SERVE A Mgmt For For
FOUR-YEAR TERM: PATRICK D. QUARLES
2E. TO ELECT MANAGING DIRECTOR TO SERVE A Mgmt For For
FOUR-YEAR TERM: TIMOTHY D. ROBERTS
3. ADOPTION OF ANNUAL ACCOUNTS FOR 2013 Mgmt For For
4. DISCHARGE FROM LIABILITY OF SOLE MEMBER OF Mgmt For For
THE MANAGEMENT BOARD
5. DISCHARGE FROM LIABILITY OF MEMBERS OF THE Mgmt For For
SUPERVISORY BOARD
6. RATIFICATION OF PRICEWATERHOUSECOOPERS LLP Mgmt For For
AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
7. APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
ACCOUNTANTS N.V. AS OUR AUDITOR FOR THE
DUTCH ANNUAL ACCOUNTS
8. RATIFICATION AND APPROVAL OF DIVIDENDS IN Mgmt For For
RESPECT OF THE 2013 FISCAL YEAR
9. ADVISORY (NON-BINDING) VOTE APPROVING Mgmt For For
EXECUTIVE COMPENSATION
10. APPROVAL TO REPURCHASE UP TO 10% OF ISSUED Mgmt For For
SHARE CAPITAL
11. APPROVAL TO CANCEL UP TO 10% OF ISSUED Mgmt For For
SHARE CAPITAL HELD IN TREASURY
--------------------------------------------------------------------------------------------------------------------------
MACY'S INC. Agenda Number: 933983125
--------------------------------------------------------------------------------------------------------------------------
Security: 55616P104
Meeting Type: Annual
Meeting Date: 16-May-2014
Ticker: M
ISIN: US55616P1049
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: STEPHEN F. BOLLENBACH Mgmt For For
1B. ELECTION OF DIRECTOR: DEIRDRE P. CONNELLY Mgmt For For
1C. ELECTION OF DIRECTOR: MEYER FELDBERG Mgmt For For
1D. ELECTION OF DIRECTOR: SARA LEVINSON Mgmt For For
1E. ELECTION OF DIRECTOR: TERRY J. LUNDGREN Mgmt For For
1F. ELECTION OF DIRECTOR: JOSEPH NEUBAUER Mgmt For For
1G. ELECTION OF DIRECTOR: JOYCE M. ROCHE Mgmt For For
1H. ELECTION OF DIRECTOR: PAUL C. VARGA Mgmt For For
1I. ELECTION OF DIRECTOR: CRAIG E. WEATHERUP Mgmt For For
1J. ELECTION OF DIRECTOR: MARNA C. WHITTINGTON Mgmt For For
2. THE PROPOSED RATIFICATION OF THE Mgmt For For
APPOINTMENT OF KPMG LLP AS MACY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING JANUARY 31,
2015.
3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION.
4. APPROVAL OF MACY'S AMENDED AND RESTATED Mgmt For For
2009 OMNIBUS INCENTIVE COMPENSATION PLAN.
--------------------------------------------------------------------------------------------------------------------------
MARATHON OIL CORPORATION Agenda Number: 933933764
--------------------------------------------------------------------------------------------------------------------------
Security: 565849106
Meeting Type: Annual
Meeting Date: 30-Apr-2014
Ticker: MRO
ISIN: US5658491064
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE Mgmt For For
1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU Mgmt For For
1C. ELECTION OF DIRECTOR: LINDA Z. COOK Mgmt For For
1D. ELECTION OF DIRECTOR: CHADWICK C. DEATON Mgmt For For
1E. ELECTION OF DIRECTOR: SHIRLEY ANN JACKSON Mgmt For For
1F. ELECTION OF DIRECTOR: PHILIP LADER Mgmt For For
1G. ELECTION OF DIRECTOR: MICHAEL E.J. PHELPS Mgmt For For
1H. ELECTION OF DIRECTOR: DENNIS H. REILLEY Mgmt For For
1I. ELECTION OF DIRECTOR: LEE M. TILLMAN Mgmt For For
2. RATIFICATION OF THE SELECTION OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT AUDITOR FOR 2014.
3. BOARD PROPOSAL FOR A NON-BINDING ADVISORY Mgmt For For
VOTE TO APPROVE OUR NAMED EXECUTIVE OFFICER
COMPENSATION.
4. STOCKHOLDER PROPOSAL SEEKING A REPORT Shr Against For
REGARDING THE COMPANY'S LOBBYING
ACTIVITIES, POLICIES AND PROCEDURES.
5. STOCKHOLDER PROPOSAL SEEKING A REPORT Shr Against For
REGARDING THE COMPANY'S METHANE EMISSIONS.
--------------------------------------------------------------------------------------------------------------------------
MCDONALD'S CORPORATION Agenda Number: 933967854
--------------------------------------------------------------------------------------------------------------------------
Security: 580135101
Meeting Type: Annual
Meeting Date: 22-May-2014
Ticker: MCD
ISIN: US5801351017
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: SUSAN E. ARNOLD Mgmt For For
1B. ELECTION OF DIRECTOR: RICHARD H. LENNY Mgmt For For
1C. ELECTION OF DIRECTOR: WALTER E. MASSEY Mgmt For For
1D. ELECTION OF DIRECTOR: CARY D. MCMILLAN Mgmt For For
1E. ELECTION OF DIRECTOR: SHEILA A. PENROSE Mgmt For For
1F. ELECTION OF DIRECTOR: JOHN W. ROGERS, JR. Mgmt For For
1G. ELECTION OF DIRECTOR: ROGER W. STONE Mgmt For For
1H. ELECTION OF DIRECTOR: MILES D. WHITE Mgmt For For
2. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION.
3. APPROVAL OF PERFORMANCE GOALS FOR AWARDS Mgmt For For
UNDER THE MCDONALD'S CORPORATION 2009 CASH
INCENTIVE PLAN.
4. ADVISORY VOTE TO APPROVE THE APPOINTMENT OF Mgmt For For
ERNST & YOUNG LLP AS INDEPENDENT AUDITOR
FOR 2014.
5. ADVISORY VOTE REQUESTING THE ABILITY FOR Shr For Against
SHAREHOLDERS TO ACT BY WRITTEN CONSENT, IF
PRESENTED.
--------------------------------------------------------------------------------------------------------------------------
MERCK & CO., INC. Agenda Number: 933975180
--------------------------------------------------------------------------------------------------------------------------
Security: 58933Y105
Meeting Type: Annual
Meeting Date: 27-May-2014
Ticker: MRK
ISIN: US58933Y1055
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: LESLIE A. BRUN Mgmt For For
1B. ELECTION OF DIRECTOR: THOMAS R. CECH Mgmt For For
1C. ELECTION OF DIRECTOR: KENNETH C. FRAZIER Mgmt For For
1D. ELECTION OF DIRECTOR: THOMAS H. GLOCER Mgmt For For
1E. ELECTION OF DIRECTOR: WILLIAM B. HARRISON Mgmt For For
JR.
1F. ELECTION OF DIRECTOR: C. ROBERT KIDDER Mgmt For For
1G. ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS Mgmt For For
1H. ELECTION OF DIRECTOR: CARLOS E. REPRESAS Mgmt For For
1I. ELECTION OF DIRECTOR: PATRICIA F. RUSSO Mgmt For For
1J. ELECTION OF DIRECTOR: CRAIG B. THOMPSON Mgmt For For
1K. ELECTION OF DIRECTOR: WENDELL P. WEEKS Mgmt For For
1L. ELECTION OF DIRECTOR: PETER C. WENDELL Mgmt For For
2. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION.
3. RATIFICATION OF THE APPOINTMENT OF THE Mgmt For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2014.
4. SHAREHOLDER PROPOSAL CONCERNING Shr For Against
SHAREHOLDERS' RIGHT TO ACT BY WRITTEN
CONSENT.
5. SHAREHOLDER PROPOSAL CONCERNING SPECIAL Shr For Against
SHAREOWNER MEETINGS.
--------------------------------------------------------------------------------------------------------------------------
METLIFE, INC. Agenda Number: 933951471
--------------------------------------------------------------------------------------------------------------------------
Security: 59156R108
Meeting Type: Annual
Meeting Date: 22-Apr-2014
Ticker: MET
ISIN: US59156R1086
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: CHERYL W. GRISE Mgmt For For
1B. ELECTION OF DIRECTOR: CARLOS M. GUTIERREZ Mgmt For For
1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD Mgmt For For
1D. ELECTION OF DIRECTOR: STEVEN A. KANDARIAN Mgmt For For
1E. ELECTION OF DIRECTOR: JOHN M. KEANE Mgmt For For
1F. ELECTION OF DIRECTOR: ALFRED F. KELLY, JR. Mgmt For For
1G. ELECTION OF DIRECTOR: WILLIAM E. KENNARD Mgmt For For
1H. ELECTION OF DIRECTOR: JAMES M. KILTS Mgmt For For
1I. ELECTION OF DIRECTOR: CATHERINE R. KINNEY Mgmt For For
1J. ELECTION OF DIRECTOR: DENISE M. MORRISON Mgmt For For
1K. ELECTION OF DIRECTOR: KENTON J. SICCHITANO Mgmt For For
1L. ELECTION OF DIRECTOR: LULU C. WANG Mgmt For For
2. RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS INDEPENDENT AUDITOR FOR
2014.
3. ADVISORY VOTE TO APPROVE THE COMPENSATION Mgmt For For
PAID TO THE COMPANY'S NAMED EXECUTIVE
OFFICERS.
4. APPROVAL OF THE METLIFE, INC. 2015 STOCK Mgmt For For
AND INCENTIVE COMPENSATION PLAN.
5. APPROVAL OF THE METLIFE, INC. 2015 Mgmt For For
NON-MANAGEMENT DIRECTOR STOCK COMPENSATION
PLAN.
--------------------------------------------------------------------------------------------------------------------------
MICROSOFT CORPORATION Agenda Number: 933883185
--------------------------------------------------------------------------------------------------------------------------
Security: 594918104
Meeting Type: Annual
Meeting Date: 19-Nov-2013
Ticker: MSFT
ISIN: US5949181045
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. ELECTION OF DIRECTOR: STEVEN A. BALLMER Mgmt For For
2. ELECTION OF DIRECTOR: DINA DUBLON Mgmt For For
3. ELECTION OF DIRECTOR: WILLIAM H. GATES III Mgmt For For
4. ELECTION OF DIRECTOR: MARIA M. KLAWE Mgmt For For
5. ELECTION OF DIRECTOR: STEPHEN J. LUCZO Mgmt For For
6. ELECTION OF DIRECTOR: DAVID F. MARQUARDT Mgmt For For
7. ELECTION OF DIRECTOR: CHARLES H. NOSKI Mgmt For For
8. ELECTION OF DIRECTOR: HELMUT PANKE Mgmt For For
9. ELECTION OF DIRECTOR: JOHN W. THOMPSON Mgmt For For
10. APPROVE MATERIAL TERMS OF THE PERFORMANCE Mgmt For For
CRITERIA UNDER THE EXECUTIVE OFFICER
INCENTIVE PLAN
11. ADVISORY VOTE ON EXECUTIVE COMPENSATION Mgmt For For
12. RATIFICATION OF DELOITTE & TOUCHE LLP AS Mgmt For For
OUR INDEPENDENT AUDITOR FOR FISCAL YEAR
2014
--------------------------------------------------------------------------------------------------------------------------
MOHAWK INDUSTRIES, INC. Agenda Number: 933954718
--------------------------------------------------------------------------------------------------------------------------
Security: 608190104
Meeting Type: Annual
Meeting Date: 15-May-2014
Ticker: MHK
ISIN: US6081901042
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
MR. ILL Mgmt For For
MR. LORBERBAUM Mgmt For For
DR. SMITH BOGART Mgmt For For
2. THE RATIFICATION OF THE SELECTION OF KPMG Mgmt For For
LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
3. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION, AS DISCLOSED IN THE COMPANY'S
PROXY STATEMENT FOR THE 2014 ANNUAL MEETING
OF STOCKHOLDERS
--------------------------------------------------------------------------------------------------------------------------
MONDELEZ INTERNATIONAL, INC. Agenda Number: 933952360
--------------------------------------------------------------------------------------------------------------------------
Security: 609207105
Meeting Type: Annual
Meeting Date: 21-May-2014
Ticker: MDLZ
ISIN: US6092071058
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: STEPHEN F. BOLLENBACH Mgmt For For
1B. ELECTION OF DIRECTOR: LEWIS W.K. BOOTH Mgmt For For
1C. ELECTION OF DIRECTOR: LOIS D. JULIBER Mgmt For For
1D. ELECTION OF DIRECTOR: MARK D. KETCHUM Mgmt For For
1E. ELECTION OF DIRECTOR: JORGE S. MESQUITA Mgmt For For
1F. ELECTION OF DIRECTOR: NELSON PELTZ Mgmt For For
1G. ELECTION OF DIRECTOR: FREDRIC G. REYNOLDS Mgmt For For
1H. ELECTION OF DIRECTOR: IRENE B. ROSENFELD Mgmt For For
1I. ELECTION OF DIRECTOR: PATRICK T. SIEWERT Mgmt For For
1J. ELECTION OF DIRECTOR: RUTH J. SIMMONS Mgmt For For
1K. ELECTION OF DIRECTOR: RATAN N. TATA Mgmt For For
1L. ELECTION OF DIRECTOR: JEAN-FRANCOIS M.L. Mgmt For For
VAN BOXMEER
2. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION
3. APPROVE MONDELEZ INTERNATIONAL, INC. Mgmt For For
AMENDED AND RESTATED 2005 PERFORMANCE
INCENTIVE PLAN
4. RATIFICATION OF PRICEWATERHOUSECOOPERS LLP Mgmt For For
AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS FOR FISCAL YEAR ENDING DECEMBER
31, 2014
5. SHAREHOLDER PROPOSAL: REPORT ON PACKAGING Shr Against For
--------------------------------------------------------------------------------------------------------------------------
MONSANTO COMPANY Agenda Number: 933907959
--------------------------------------------------------------------------------------------------------------------------
Security: 61166W101
Meeting Type: Annual
Meeting Date: 28-Jan-2014
Ticker: MON
ISIN: US61166W1018
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE Mgmt For For
1B. ELECTION OF DIRECTOR: LAURA K. IPSEN Mgmt For For
1C. ELECTION OF DIRECTOR: WILLIAM U. PARFET Mgmt For For
1D. ELECTION OF DIRECTOR: GEORGE H. POSTE, Mgmt For For
PH.D., D.V.M.
2. RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL 2014.
3. ADVISORY (NON-BINDING) VOTE TO APPROVE Mgmt For For
EXECUTIVE COMPENSATION.
4. SHAREOWNER PROPOSAL REQUESTING A REPORT Shr Against For
RELATED TO LABELING OF FOOD PRODUCED WITH
GENETIC ENGINEERING.
5. SHAREOWNER PROPOSAL REQUESTING A REPORT ON Shr Against For
CERTAIN MATTERS RELATED TO GMO PRODUCTS.
--------------------------------------------------------------------------------------------------------------------------
MORGAN STANLEY Agenda Number: 933952497
--------------------------------------------------------------------------------------------------------------------------
Security: 617446448
Meeting Type: Annual
Meeting Date: 13-May-2014
Ticker: MS
ISIN: US6174464486
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: ERSKINE B. BOWLES Mgmt For For
1B. ELECTION OF DIRECTOR: HOWARD J. DAVIES Mgmt For For
1C. ELECTION OF DIRECTOR: THOMAS H. GLOCER Mgmt For For
1D. ELECTION OF DIRECTOR: JAMES P. GORMAN Mgmt For For
1E. ELECTION OF DIRECTOR: ROBERT H. HERZ Mgmt For For
1F. ELECTION OF DIRECTOR: C. ROBERT KIDDER Mgmt For For
1G. ELECTION OF DIRECTOR: KLAUS KLEINFELD Mgmt For For
1H. ELECTION OF DIRECTOR: DONALD T. NICOLAISEN Mgmt For For
1I. ELECTION OF DIRECTOR: HUTHAM S. OLAYAN Mgmt For For
1J. ELECTION OF DIRECTOR: JAMES W. OWENS Mgmt For For
1K. ELECTION OF DIRECTOR: O. GRIFFITH SEXTON Mgmt For For
1L. ELECTION OF DIRECTOR: RYOSUKE TAMAKOSHI Mgmt For For
1M. ELECTION OF DIRECTOR: MASAAKI TANAKA Mgmt For For
1N. ELECTION OF DIRECTOR: LAURA D. TYSON Mgmt For For
1O. ELECTION OF DIRECTOR: RAYFORD WILKINS, JR. Mgmt For For
2. TO RATIFY THE APPOINTMENT OF DELOITTE & Mgmt For For
TOUCHE LLP AS INDEPENDENT AUDITOR
3. TO APPROVE THE COMPENSATION OF EXECUTIVES Mgmt For For
AS DISCLOSED IN THE PROXY STATEMENT
(NON-BINDING ADVISORY RESOLUTION)
4. SHAREHOLDER PROPOSAL REGARDING A REPORT ON Shr Against For
LOBBYING
--------------------------------------------------------------------------------------------------------------------------
NATIONAL GRID PLC, LONDON Agenda Number: 704601081
--------------------------------------------------------------------------------------------------------------------------
Security: G6375K151
Meeting Type: AGM
Meeting Date: 29-Jul-2013
Ticker:
ISIN: GB00B08SNH34
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To receive the Annual Report and Accounts Mgmt For For
2 To declare a final dividend Mgmt For For
3 To re-elect Sir Peter Gershon Mgmt For For
4 To re-elect Steve Holliday Mgmt For For
5 To re-elect Andrew Bonfield Mgmt For For
6 To re-elect Tom King Mgmt For For
7 To re-elect Nick Winser Mgmt For For
8 To re-elect Philip Aiken Mgmt For For
9 To re-elect Nora Mead Brownell Mgmt For For
10 To elect Jonathan Dawson Mgmt For For
11 To re-elect Paul Golby Mgmt For For
12 To re-elect Ruth Kelly Mgmt For For
13 To re-elect Maria Richter Mgmt For For
14 To elect Mark Williamson Mgmt For For
15 To re-appoint the auditors Mgmt For For
PricewaterhouseCoopers LLP
16 To authorise the Directors to set the Mgmt For For
auditors' remuneration
17 To approve the Directors' Remuneration Mgmt For For
Report
18 To authorise the Directors to allot Mgmt For For
ordinary shares
19 To disapply pre-emption rights Mgmt For For
20 To authorise the Company to purchase its Mgmt For For
own ordinary shares
21 To authorise the Directors to hold general Mgmt For For
meetings on 14 clear days' notice
--------------------------------------------------------------------------------------------------------------------------
NESTLE SA, CHAM UND VEVEY Agenda Number: 705020763
--------------------------------------------------------------------------------------------------------------------------
Security: H57312649
Meeting Type: AGM
Meeting Date: 10-Apr-2014
Ticker:
ISIN: CH0038863350
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PART 2 OF THIS MEETING IS FOR VOTING ON Non-Voting
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. IT IS A
MARKET REQUIREMENT FOR MEETINGS OF THIS
TYPE THAT THE SHARES ARE REGISTERED AND
MOVED TO A REGISTERED LOCATION AT THE CSD,
AND 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.
THEREFORE WHILST THIS DOES NOT PREVENT THE
TRADING OF SHARES, ANY THAT ARE REGISTERED
MUST BE FIRST DEREGISTERED IF REQUIRED FOR
SETTLEMENT. DEREGISTRATION CAN AFFECT THE
VOTING RIGHTS OF THOSE SHARES. IF YOU HAVE
CONCERNS REGARDING YOUR ACCOUNTS, PLEASE
CONTACT YOUR CLIENT REPRESENTATIVE
1.1 Approval of the Annual Report, the Mgmt For For
financial statements of Nestle S.A. and the
consolidated financial statements of the
Nestle Group for 2013
1.2 Acceptance of the Compensation Report 2013 Mgmt For For
(advisory vote)
2 Release of the members of the Board of Mgmt For For
Directors and of the Management
3 Appropriation of profits resulting from the Mgmt For For
balance sheet of Nestle S.A. (proposed
dividend) for the financial year 2013
4 Revision of the Articles of Association. Mgmt For For
Adaptation to new Swiss Company Law
5.1.1 Re-election to the Board of Directors: Mr Mgmt For For
Peter Brabeck-Letmathe
5.1.2 Re-election to the Board of Directors: Mr Mgmt For For
Paul Bulcke
5.1.3 Re-election to the Board of Directors: Mr Mgmt For For
Andreas Koopmann
5.1.4 Re-election to the Board of Directors: Mr Mgmt For For
Rolf Hanggi
5.1.5 Re-election to the Board of Directors: Mr Mgmt For For
Beat Hess
5.1.6 Re-election to the Board of Directors: Mr Mgmt For For
Daniel Borel
5.1.7 Re-election to the Board of Directors: Mr Mgmt For For
Steven G. Hoch
5.1.8 Re-election to the Board of Directors: Ms Mgmt For For
Naina Lal Kidwai
5.1.9 Re-election to the Board of Directors: Ms Mgmt For For
Titia de Lange
5.110 Re-election to the Board of Directors: Mr Mgmt For For
Jean-Pierre Roth
5.111 Re-election to the Board of Directors: Ms Mgmt For For
Ann M. Veneman
5.112 Re-election to the Board of Directors: Mr Mgmt For For
Henri de Castries
5.113 Re-election to the Board of Directors: Ms Mgmt For For
Eva Cheng
5.2 Election of the Chairman of the Board of Mgmt For For
Directors: Mr Peter Brabeck-Letmathe
5.3.1 Election of the member of the Compensation Mgmt For For
Committee: Mr Beat Hess
5.3.2 Election of the member of the Compensation Mgmt For For
Committee: Mr Daniel Borel
5.3.3 Election of the member of the Compensation Mgmt For For
Committee: Mr Andreas Koopmann
5.3.4 Election of the member of the Compensation Mgmt For For
Committee: Mr Jean-Pierre Roth
5.4 Re-election of the statutory auditors KPMG Mgmt For For
SA, Geneva branch
5.5 Election of the Independent Representative Mgmt For For
Hartmann Dreyer, Attorneys-at-Law
CMMT In the event of a new or modified proposal Non-Voting
by a shareholder during the General
Meeting, I instruct the independent
representative to vote according to the
following instruction: INSTRUCT "FOR" ON
ONE RESOLUTION AMONG 6.1, 6.2 AND 6.3 TO
SHOW WHICH VOTING OPTION YOU CHOOSE IN THE
EVENT OF NEW OR MODIFIED PROPOSALS.
INSTRUCT "CLEAR" ON THE REMAINING TWO
RESOLUTIONS
6.1 Vote in accordance with the proposal of the Mgmt No vote
Board of Directors
6.2 Vote against the proposal of the Board of Shr No vote
Directors
6.3 Abstain Shr For Against
--------------------------------------------------------------------------------------------------------------------------
NETFLIX, INC. Agenda Number: 933995889
--------------------------------------------------------------------------------------------------------------------------
Security: 64110L106
Meeting Type: Annual
Meeting Date: 09-Jun-2014
Ticker: NFLX
ISIN: US64110L1061
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
REED HASTINGS Mgmt Withheld Against
JAY C. HOAG Mgmt Withheld Against
A. GEORGE (SKIP) BATTLE Mgmt Withheld Against
2. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING
DECEMBER 31, 2014.
3. ADVISORY APPROVAL OF THE COMPANY'S Mgmt For For
EXECUTIVE OFFICER COMPENSATION.
4. TO APPROVE THE COMPANY'S PERFORMANCE BONUS Mgmt For For
PLAN.
5. CONSIDERATION OF A STOCKHOLDER PROPOSAL TO Shr For Against
REPEAL THE COMPANY'S CLASSIFIED BOARD, IF
PROPERLY PRESENTED AT THE MEETING.
6. CONSIDERATION OF A STOCKHOLDER PROPOSAL Shr For Against
REGARDING MAJORITY VOTE STANDARD IN
DIRECTOR ELECTIONS, IF PROPERLY PRESENTED
AT THE MEETING.
7. CONSIDERATION OF A STOCKHOLDER PROPOSAL Shr For Against
REGARDING RIGHT TO VOTE REGARDING POISON
PILLS, IF PROPERLY PRESENTED AT THE
MEETING.
8. CONSIDERATION OF A STOCKHOLDER PROPOSAL Shr For Against
REGARDING CONFIDENTIAL VOTING, IF PROPERLY
PRESENTED AT THE MEETING.
9. CONSIDERATION OF A STOCKHOLDER PROPOSAL Shr For Against
REGARDING AN INDEPENDENT BOARD CHAIR, IF
PROPERLY PRESENTED AT THE MEETING.
--------------------------------------------------------------------------------------------------------------------------
NEXTERA ENERGY, INC. Agenda Number: 933956611
--------------------------------------------------------------------------------------------------------------------------
Security: 65339F101
Meeting Type: Annual
Meeting Date: 22-May-2014
Ticker: NEE
ISIN: US65339F1012
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: SHERRY S. BARRAT Mgmt For For
1B. ELECTION OF DIRECTOR: ROBERT M. BEALL, II Mgmt For For
1C. ELECTION OF DIRECTOR: JAMES L. CAMAREN Mgmt For For
1D. ELECTION OF DIRECTOR: KENNETH B. DUNN Mgmt For For
1E. ELECTION OF DIRECTOR: KIRK S. HACHIGIAN Mgmt For For
1F. ELECTION OF DIRECTOR: TONI JENNINGS Mgmt For For
1G. ELECTION OF DIRECTOR: JAMES L. ROBO Mgmt For For
1H. ELECTION OF DIRECTOR: RUDY E. SCHUPP Mgmt For For
1I. ELECTION OF DIRECTOR: JOHN L. SKOLDS Mgmt For For
1J. ELECTION OF DIRECTOR: WILLIAM H. SWANSON Mgmt For For
1K. ELECTION OF DIRECTOR: HANSEL E. TOOKES, II Mgmt For For
2. RATIFICATION OF APPOINTMENT OF DELOITTE & Mgmt For For
TOUCHE LLP AS NEXTERA ENERGY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014.
3. APPROVAL, BY NON-BINDING ADVISORY VOTE, OF Mgmt For For
NEXTERA ENERGY'S COMPENSATION OF ITS NAMED
EXECUTIVE OFFICERS AS DISCLOSED IN THE
PROXY STATEMENT.
4. SHAREHOLDER PROPOSAL - ELIMINATE Shr For Against
SUPERMAJORITY VOTE REQUIREMENTS IN ARTICLES
OF INCORPORATION AND BYLAWS.
--------------------------------------------------------------------------------------------------------------------------
NIKE, INC. Agenda Number: 933862078
--------------------------------------------------------------------------------------------------------------------------
Security: 654106103
Meeting Type: Annual
Meeting Date: 19-Sep-2013
Ticker: NKE
ISIN: US6541061031
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 DIRECTOR
ALAN B. GRAF, JR. Mgmt For For
JOHN C. LECHLEITER Mgmt For For
PHYLLIS M. WISE Mgmt For For
2. TO HOLD AN ADVISORY VOTE TO APPROVE Mgmt For For
EXECUTIVE COMPENSATION.
3. TO RATIFY THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
4. TO CONSIDER A SHAREHOLDER PROPOSAL Shr Against For
REGARDING POLITICAL CONTRIBUTIONS
DISCLOSURE.
--------------------------------------------------------------------------------------------------------------------------
NORDEA BANK AB, STOCKHOLM Agenda Number: 704980487
--------------------------------------------------------------------------------------------------------------------------
Security: W57996105
Meeting Type: AGM
Meeting Date: 20-Mar-2014
Ticker:
ISIN: SE0000427361
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 279293 DUE TO CHANGE IN THE
VOTING STATUS OF RESOLUTION 22. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
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 MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL VOTED
ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR
VOTE TO BE LODGED
CMMT AN ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS Non-Voting
AN AGAINST VOTE IF THE MEETING REQUIRE
APPROVAL FROM MAJORITY OF PARTICIPANTS TO
PASS A RESOLUTION
1 Election of a chairman for the general Non-Voting
meeting: Eva Hagg, member of the Swedish
Bar Association
2 Preparation and approval of the voting list Non-Voting
3 Approval of the agenda Non-Voting
4 Election of at least one minutes checker Non-Voting
5 Determination whether the general meeting Non-Voting
has been duly convened
6 Submission of the annual report and Non-Voting
consolidated accounts, and of the audit
report and the group audit report In
connection herewith: speech by the Group
CEO
7 Adoption of the income statement and the Non-Voting
consolidated income statement, and the
balance sheet and the consolidated balance
sheet
8 Decision on dispositions of the Company's Mgmt For For
profit according to the adopted balance
sheet: The board of directors and the CEO
propose a dividend of 0.43 EURO per share,
and further, that the record date for
dividend should be 25 March 2014. With this
record date, the dividend is scheduled to
be sent out by Euroclear Sweden AB on 1
April 2014
9 Decision regarding discharge from liability Mgmt For For
for the members of the board of directors
and the CEO (The auditor recommends
discharge from liability)
10 Determination of the number of board Mgmt For For
members: The nomination committee's
proposal: The number of board members
shall, for the period until the end of the
next annual general meeting, be nine
11 Determination of the number of auditors: Mgmt For For
The nomination committee's proposal: The
number of auditors shall, for the period
until the end of the next annual general
meeting, be one
12 Determination of fees for board members and Mgmt For For
auditors: The nomination committee's
proposal: The fees for the board of
directors shall amount to 259,550 Euro for
the chairman, 123,250 Euro for the vice
chairman and 80,250 Euro per member for the
other members. In addition, fees shall be
payable for committee work in the
remuneration committee, the audit committee
and the risk committee amounting to 21,350
Euro for the committee chairman and 15,150
Euro for the other members. Remuneration is
not paid to members who are employees of
the Nordea Group. The nomination
committee's proposal: Fees to the auditors
shall be payable as per approved invoice
13 Election of board members and chairman of Mgmt For For
the board: The nomination committee's
proposal: For the period until the end of
the next annual general meeting Bjorn
Wahlroos, Marie Ehrling, Elisabeth Grieg,
Svein Jacobsen, Tom Knutzen, Lars G
Nordstrom, Sarah Russell and Kari Stadigh
shall be re-elected as board members and
Robin Lawther shall be elected as board
member. For the period until the end of the
next annual general meeting Bjorn Wahlroos
shall be re-elected chairman
14 Election of auditors: The nomination Mgmt For For
committee's proposal: For the period until
the end of the next annual general meeting
KPMG AB shall be re-elected auditor
15 Resolution on establishment of a nomination Mgmt For For
committee
16 Resolution on authorization for the board Mgmt For For
of directors to decide on issue of
convertible instruments in the Company
17.a Resolution on authorization for the board Mgmt For For
of directors to decide on: Acquisition of
shares in the Company
17.b Resolution on authorization for the board Mgmt For For
of directors to decide on: Conveyance of
shares in the Company
18 Resolution on purchase of own shares Mgmt For For
according to chapter 7 section 6 of the
Swedish Securities Market Act (lagen
(2007:528) om vardepappersmarknaden)
19 Resolution on guidelines for remuneration Mgmt For For
to the executive officers
20 Resolution on a maximum ratio between the Mgmt For For
fixed and the variable component of the
total remuneration
21 Resolution on a special examination Mgmt Against Against
according to chapter 10 section 21 of the
Swedish Companies Act at the proposal of
the shareholder Thorwald Arvidsson
22 PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against For
SHAREHOLDER PROPOSAL: Resolution to assign
the board of directors/CEO to take the
initiative to an integration institute in
Landskrona - Ven - Copenhagen and to give a
first contribution in a suitable manner, at
the proposal of the shareholder Tommy
Jonasson
--------------------------------------------------------------------------------------------------------------------------
NOVARTIS AG, BASEL Agenda Number: 704953238
--------------------------------------------------------------------------------------------------------------------------
Security: H5820Q150
Meeting Type: AGM
Meeting Date: 25-Feb-2014
Ticker:
ISIN: CH0012005267
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PART 2 OF THIS MEETING IS FOR VOTING ON Non-Voting
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. IT IS A
MARKET REQUIREMENT FOR MEETINGS OF THIS
TYPE THAT THE SHARES ARE REGISTERED AND
MOVED TO A REGISTERED LOCATION AT THE CSD,
AND 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.
THEREFORE WHILST THIS DOES NOT PREVENT THE
TRADING OF SHARES, ANY THAT ARE REGISTERED
MUST BE FIRST DEREGISTERED IF REQUIRED FOR
SETTLEMENT. DEREGISTRATION CAN AFFECT THE
VOTING RIGHTS OF THOSE SHARES. IF YOU HAVE
CONCERNS REGARDING YOUR ACCOUNTS, PLEASE
CONTACT YOUR CLIENT REPRESENTATIVE
1 Approval of the Annual Report, the Mgmt For For
Financial Statements of Novartis AG and the
Group Consolidated Financial Statements for
the Business Year 2013
2 Discharge from Liability of the Members of Mgmt Against Against
the Board of Directors and the Executive
Committee
3 Appropriation of Available Earnings of Mgmt For For
Novartis AG and Declaration of Dividend:
CHF 2.45 per share
4.1 Advisory Vote on Total Compensation for Mgmt Against Against
Members of the Board of Directors from the
Annual General Meeting 2014 to the Annual
General Meeting 2015
4.2 Advisory Vote on Total Compensation for Mgmt For For
Members of the Executive Committee for the
Performance Cycle Ending in 2013
5.1 Re-election of Joerg Reinhardt, Ph.D., and Mgmt For For
election as Chairman of the Board of
Directors
5.2 Re-election of Dimitri Azar, M.D., MBA Mgmt For For
5.3 Re-election of Verena A. Briner, M.D. Mgmt For For
5.4 Re-election of Srikant Datar, Ph.D. Mgmt For For
5.5 Re-election of Ann Fudge Mgmt For For
5.6 Re-election of Pierre Landolt, Ph.D. Mgmt For For
5.7 Re-election of Ulrich Lehner, Ph.D. Mgmt For For
5.8 Re-election of Andreas von Planta, Ph.D. Mgmt For For
5.9 Re-election of Charles L. Sawyers, M.D. Mgmt For For
5.10 Re-election of Enrico Vanni, Ph.D. Mgmt For For
5.11 Re-election of William T. Winters Mgmt For For
6.1 Election of Srikant Datar, Ph.D., as member Mgmt Against Against
of the Compensation Committee
6.2 Election of Ann Fudge as member of the Mgmt For For
Compensation Committee
6.3 Election of Ulrich Lehner, Ph.D., as member Mgmt Against Against
of the Compensation Committee
6.4 Election of Enrico Vanni, Ph.D., as member Mgmt Against Against
of the Compensation Committee
7 Re-election of the Auditor: Mgmt For For
PricewaterhouseCoopers AG
8 Election of lic. iur. Peter Andreas Zahn, Mgmt For For
Advokat, Basel, as the Independent Proxy
9 In the case of ad-hoc/Miscellaneous Mgmt Abstain Against
shareholder motions proposed during the
general meeting, I authorize my proxy to
act as follows in accordance with the board
of directors
--------------------------------------------------------------------------------------------------------------------------
NXP SEMICONDUCTOR NV Agenda Number: 933943892
--------------------------------------------------------------------------------------------------------------------------
Security: N6596X109
Meeting Type: Special
Meeting Date: 28-Mar-2014
Ticker: NXPI
ISIN: NL0009538784
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. PROPOSAL TO APPOINT MR. E. MEURICE AS Mgmt For For
NON-EXECUTIVE DIRECTOR OF THE COMPANY WITH
EFFECT FROM APRIL 1, 2014
--------------------------------------------------------------------------------------------------------------------------
NXP SEMICONDUCTOR NV Agenda Number: 934014945
--------------------------------------------------------------------------------------------------------------------------
Security: N6596X109
Meeting Type: Annual
Meeting Date: 20-May-2014
Ticker: NXPI
ISIN: NL0009538784
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
2C. ADOPTION OF THE 2013 FINANCIAL STATEMENTS Mgmt For For
2D. GRANTING DISCHARGE TO THE DIRECTORS FOR Mgmt For For
THEIR MANAGEMENT DURING THE PAST FINANCIAL
YEAR
3A. PROPOSAL TO RE-APPOINT MR. RICHARD L. Mgmt For For
CLEMMER AS EXECUTIVE DIRECTOR OF THE
COMPANY WITH EFFECT FROM MAY 20, 2014
3B. PROPOSAL TO RE-APPOINT SIR PETER BONFIELD Mgmt For For
AS NON-EXECUTIVE DIRECTOR OF THE COMPANY
WITH EFFECT FROM MAY 20, 2014
3C. PROPOSAL TO RE-APPOINT MR. JOHANNES P. HUTH Mgmt Against Against
AS NON-EXECUTIVE DIRECTOR OF THE COMPANY
WITH EFFECT FROM MAY 20, 2014
3D. PROPOSAL TO RE-APPOINT MR. KENNETH A. Mgmt For For
GOLDMAN AS NON-EXECUTIVE DIRECTOR OF THE
COMPANY WITH EFFECT FROM MAY 20, 2014
3E. PROPOSAL TO RE-APPOINT DR. MARION HELMES AS Mgmt For For
NON-EXECUTIVE DIRECTOR OF THE COMPANY WITH
EFFECT FROM MAY 20, 2014
3F. PROPOSAL TO RE-APPOINT MR. JOSEPH KAESER AS Mgmt For For
NON-EXECUTIVE DIRECTOR OF THE COMPANY WITH
EFFECT FROM MAY 20, 2014
3G. PROPOSAL TO RE-APPOINT MR. IAN LORING AS Mgmt For For
NON-EXECUTIVE DIRECTOR OF THE COMPANY WITH
EFFECT FROM MAY 20, 2014
3H. PROPOSAL TO RE-APPOINT MR. ERIC MEURICE AS Mgmt For For
NON-EXECUTIVE DIRECTOR OF THE COMPANY WITH
EFFECT FROM MAY 20, 2014
3I. PROPOSAL TO RE-APPOINT MS. JULIE SOUTHERN Mgmt For For
AS NON-EXECUTIVE DIRECTOR OF THE COMPANY
WITH EFFECT FROM MAY 20, 2014
3J. PROPOSAL TO APPOINT DR. RICK TSAI AS Mgmt For For
NON-EXECUTIVE DIRECTOR OF THE COMPANY WITH
EFFECT FROM JULY 1, 2014
4. AUTHORISATION TO REPURCHASE SHARES IN THE Mgmt For For
COMPANY'S CAPITAL
5. AUTHORISATION TO CANCEL REPURCHASED SHARES Mgmt For For
IN THE COMPANY'S CAPITAL
--------------------------------------------------------------------------------------------------------------------------
OCCIDENTAL PETROLEUM CORPORATION Agenda Number: 933956724
--------------------------------------------------------------------------------------------------------------------------
Security: 674599105
Meeting Type: Annual
Meeting Date: 02-May-2014
Ticker: OXY
ISIN: US6745991058
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: SPENCER ABRAHAM Mgmt For For
1B. ELECTION OF DIRECTOR: HOWARD I. ATKINS Mgmt For For
1C. ELECTION OF DIRECTOR: EUGENE L. BATCHELDER Mgmt For For
1D. ELECTION OF DIRECTOR: STEPHEN I. CHAZEN Mgmt For For
1E. ELECTION OF DIRECTOR: EDWARD P. DJEREJIAN Mgmt For For
1F. ELECTION OF DIRECTOR: JOHN E. FEICK Mgmt For For
1G. ELECTION OF DIRECTOR: MARGARET M. FORAN Mgmt For For
1H. ELECTION OF DIRECTOR: CARLOS M. GUTIERREZ Mgmt For For
1I. ELECTION OF DIRECTOR: WILLIAM R. KLESSE Mgmt For For
1J. ELECTION OF DIRECTOR: AVEDICK B. POLADIAN Mgmt For For
1K. ELECTION OF DIRECTOR: ELISSE B. WALTER Mgmt For For
2. ONE-YEAR WAIVER OF DIRECTOR AGE RESTRICTION Mgmt For For
FOR EDWARD P.DJEREJIAN, AN INDEPENDENT
DIRECTOR.
3. ADVISORY VOTE APPROVING EXECUTIVE Mgmt For For
COMPENSATION.
4. ABILITY OF STOCKHOLDERS TO ACT BY WRITTEN Mgmt For For
CONSENT.
5. SEPARATION OF THE ROLES OF THE CHAIRMAN OF Mgmt For For
THE BOARD AND THE CHIEF EXECUTIVE OFFICER.
6. RATIFICATION OF INDEPENDENT AUDITORS. Mgmt For For
7. EXECUTIVES TO RETAIN SIGNIFICANT STOCK. Shr For Against
8. REVIEW LOBBYING AT FEDERAL, STATE, LOCAL Shr Against For
LEVELS.
9. QUANTITATIVE RISK MANAGEMENT REPORTING FOR Shr Against For
HYDRAULIC FRACTURING OPERATIONS.
10. FUGITIVE METHANE EMISSIONS AND FLARING Shr Against For
REPORT.
--------------------------------------------------------------------------------------------------------------------------
ORACLE CORPORATION Agenda Number: 933878300
--------------------------------------------------------------------------------------------------------------------------
Security: 68389X105
Meeting Type: Annual
Meeting Date: 31-Oct-2013
Ticker: ORCL
ISIN: US68389X1054
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 DIRECTOR
JEFFREY S. BERG Mgmt Withheld Against
H. RAYMOND BINGHAM Mgmt Withheld Against
MICHAEL J. BOSKIN Mgmt Withheld Against
SAFRA A. CATZ Mgmt For For
BRUCE R. CHIZEN Mgmt Withheld Against
GEORGE H. CONRADES Mgmt Withheld Against
LAWRENCE J. ELLISON Mgmt For For
HECTOR GARCIA-MOLINA Mgmt Withheld Against
JEFFREY O. HENLEY Mgmt Withheld Against
MARK V. HURD Mgmt For For
NAOMI O. SELIGMAN Mgmt Withheld Against
2 ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt Against Against
COMPENSATION. `
3 APPROVAL OF AMENDMENT TO THE LONG-TERM Mgmt For For
EQUITY INCENTIVE PLAN.
4 RATIFICATION OF THE SELECTION OF ERNST & Mgmt For For
YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2014.
5 STOCKHOLDER PROPOSAL REGARDING ESTABLISHING Shr Against For
A BOARD COMMITTEE ON HUMAN RIGHTS.
6 STOCKHOLDER PROPOSAL REGARDING INDEPENDENT Shr For Against
BOARD CHAIRMAN.
7 STOCKHOLDER PROPOSAL REGARDING VOTE Shr Against For
TABULATION.
8 STOCKHOLDER PROPOSAL REGARDING MULTIPLE Shr For Against
PERFORMANCE METRICS.
9 STOCKHOLDER PROPOSAL REGARDING QUANTIFIABLE Shr For Against
PERFORMANCE METRICS.
--------------------------------------------------------------------------------------------------------------------------
PHILLIPS 66 Agenda Number: 933944010
--------------------------------------------------------------------------------------------------------------------------
Security: 718546104
Meeting Type: Annual
Meeting Date: 07-May-2014
Ticker: PSX
ISIN: US7185461040
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: WILLIAM R. LOOMIS, Mgmt For For
JR.
1B. ELECTION OF DIRECTOR: GLENN F. TILTON Mgmt For For
1C. ELECTION OF DIRECTOR: MARNA C. WHITTINGTON Mgmt For For
2. PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST Mgmt For For
& YOUNG LLP AS INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR PHILLIPS 66 FOR
2014.
3. SAY ON PAY - AN ADVISORY (NON-BINDING) VOTE Mgmt For For
ON THE APPROVAL OF EXECUTIVE COMPENSATION.
4. GREENHOUSE GAS REDUCTION GOALS. Shr Against For
--------------------------------------------------------------------------------------------------------------------------
PPG INDUSTRIES, INC. Agenda Number: 933927191
--------------------------------------------------------------------------------------------------------------------------
Security: 693506107
Meeting Type: Annual
Meeting Date: 17-Apr-2014
Ticker: PPG
ISIN: US6935061076
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
STEPHEN F. ANGEL Mgmt For For
HUGH GRANT Mgmt For For
MICHELE J. HOOPER Mgmt For For
2. PROPOSAL TO APPROVE THE COMPENSATION OF THE Mgmt For For
COMPANY'S NAMED EXECUTIVE OFFICERS ON AN
ADVISORY BASIS.
3. PROPOSAL TO APPROVE AN AMENDMENT TO THE Mgmt For For
COMPANY'S ARTICLES OF INCORPORATION TO
REPLACE THE SUPERMAJORITY VOTING
REQUIREMENTS.
4. PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2014.
5. SHAREHOLDER PROPOSAL FOR AN INDEPENDENT Shr Against For
BOARD CHAIRMAN.
--------------------------------------------------------------------------------------------------------------------------
PRUDENTIAL PLC, LONDON Agenda Number: 705233815
--------------------------------------------------------------------------------------------------------------------------
Security: G72899100
Meeting Type: AGM
Meeting Date: 15-May-2014
Ticker:
ISIN: GB0007099541
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 312974 DUE TO CHANGE IN DIRECTOR
NAMES AND SEQUENCE OF DIRECTOR NAMES. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO
REINSTRUCT ON THIS MEETING NOTICE. THANK
YOU.
1 TO RECEIVE AND CONSIDER THE ACCOUNTS, Mgmt For For
STRATEGIC REPORT, DIRECTORS' REMUNERATION
REPORT, DIRECTORS' REPORT AND THE AUDITORS'
REPORT (THE ANNUAL REPORT)
2 TO APPROVE THE DIRECTORS' REMUNERATION Mgmt For For
POLICY
3 TO APPROVE THE DIRECTORS' REMUNERATION Mgmt For For
REPORT (OTHER THAN THE DIRECTORS'
REMUNERATION POLICY)
4 TO DECLARE A FINAL DIVIDEND OF 23.84 PENCE Mgmt For For
PER ORDINARY SHARE OF THE COMPANY
5 TO ELECT MR PIERRE-OLIVIER BOUEE AS A Mgmt For For
DIRECTOR
6 TO ELECT MS JACQUELINE HUNT AS A DIRECTOR Mgmt For For
7 TO ELECT MR ANTHONY NIGHTINGALE AS A Mgmt For For
DIRECTOR
8 TO ELECT MS ALICE SCHROEDER AS A DIRECTOR Mgmt For For
9 TO RE-ELECT SIR HOWARD DAVIES AS A DIRECTOR Mgmt For For
10 TO RE-ELECT MS ANN GODBEHERE AS A DIRECTOR Mgmt For For
11 TO RE-ELECT MR ALEXANDER JOHNSTON AS A Mgmt For For
DIRECTOR
12 TO RE-ELECT MR PAUL MANDUCA AS A DIRECTOR Mgmt For For
13 TO RE-ELECT MR MICHAEL MCLINTOCK AS A Mgmt For For
DIRECTOR
14 TO RE-ELECT MR KAIKHUSHRU NARGOLWALA AS A Mgmt For For
DIRECTOR
15 TO RE-ELECT MR NICOLAOS NICANDROU AS A Mgmt For For
DIRECTOR
16 TO RE-ELECT MR PHILIP REMNANT AS A DIRECTOR Mgmt For For
17 TO RE-ELECT MR BARRY STOWE AS A DIRECTOR Mgmt For For
18 TO RE-ELECT MR TIDJANE THIAM AS A DIRECTOR Mgmt For For
19 TO RE-ELECT LORD TURNBULL AS A DIRECTOR Mgmt For For
20 TO RE-ELECT MR MICHAEL WELLS AS A DIRECTOR Mgmt For For
21 TO APPOINT KPMG LLP AS THE COMPANY'S Mgmt For For
AUDITOR
22 TO AUTHORISE THE DIRECTORS TO DETERMINE THE Mgmt For For
AMOUNT OF THE AUDITOR'S REMUNERATION
23 RENEWAL OF THE AUTHORITY TO MAKE POLITICAL Mgmt For For
DONATIONS
24 RENEWAL OF AUTHORITY TO ALLOT ORDINARY Mgmt For For
SHARES
25 RENEWAL OF EXTENSION OF AUTHORITY TO ALLOT Mgmt For For
ORDINARY SHARES TO INCLUDE REPURCHASED
SHARES
26 RENEWAL OF AUTHORITY TO ALLOT PREFERENCE Mgmt For For
SHARES
27 RENEWAL OF AUTHORITY FOR DISAPPLICATION OF Mgmt For For
PRE-EMPTION RIGHTS
28 RENEWAL OF AUTHORITY FOR PURCHASE OF OWN Mgmt For For
SHARES
29 RENEWAL OF AUTHORITY IN RESPECT OF NOTICE Mgmt For For
FOR GENERAL MEETINGS
--------------------------------------------------------------------------------------------------------------------------
QUALCOMM INCORPORATED Agenda Number: 933916150
--------------------------------------------------------------------------------------------------------------------------
Security: 747525103
Meeting Type: Annual
Meeting Date: 04-Mar-2014
Ticker: QCOM
ISIN: US7475251036
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: BARBARA T. ALEXANDER Mgmt For For
1B. ELECTION OF DIRECTOR: DONALD G. CRUICKSHANK Mgmt For For
1C. ELECTION OF DIRECTOR: RAYMOND V. DITTAMORE Mgmt For For
1D. ELECTION OF DIRECTOR: SUSAN HOCKFIELD Mgmt For For
1E. ELECTION OF DIRECTOR: THOMAS W. HORTON Mgmt For For
1F. ELECTION OF DIRECTOR: PAUL E. JACOBS Mgmt For For
1G. ELECTION OF DIRECTOR: SHERRY LANSING Mgmt For For
1H. ELECTION OF DIRECTOR: STEVEN M. MOLLENKOPF Mgmt For For
1I. ELECTION OF DIRECTOR: DUANE A. NELLES Mgmt For For
1J. ELECTION OF DIRECTOR: CLARK T. RANDT, JR. Mgmt For For
1K. ELECTION OF DIRECTOR: FRANCISCO ROS Mgmt For For
1L. ELECTION OF DIRECTOR: JONATHAN J. Mgmt For For
RUBINSTEIN
1M. ELECTION OF DIRECTOR: BRENT SCOWCROFT Mgmt For For
1N. ELECTION OF DIRECTOR: MARC I. STERN Mgmt For For
2. TO RATIFY THE SELECTION OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT PUBLIC ACCOUNTANTS FOR OUR
FISCAL YEAR ENDING SEPTEMBER 28, 2014.
3. ADVISORY VOTE TO APPROVE OUR EXECUTIVE Mgmt For For
COMPENSATION.
4. ADVISORY VOTE ON THE FREQUENCY OF FUTURE Mgmt 1 Year For
ADVISORY VOTES ON EXECUTIVE COMPENSATION.
--------------------------------------------------------------------------------------------------------------------------
RANGE RESOURCES CORPORATION Agenda Number: 933965456
--------------------------------------------------------------------------------------------------------------------------
Security: 75281A109
Meeting Type: Annual
Meeting Date: 20-May-2014
Ticker: RRC
ISIN: US75281A1097
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: ANTHONY V. DUB Mgmt For For
1B. ELECTION OF DIRECTOR: V. RICHARD EALES Mgmt For For
1C. ELECTION OF DIRECTOR: ALLEN FINKELSON Mgmt For For
1D. ELECTION OF DIRECTOR: JAMES M. FUNK Mgmt For For
1E. ELECTION OF DIRECTOR: JONATHAN S. LINKER Mgmt For For
1F. ELECTION OF DIRECTOR: MARY RALPH LOWE Mgmt For For
1G. ELECTION OF DIRECTOR: KEVIN S. MCCARTHY Mgmt For For
1H. ELECTION OF DIRECTOR: JOHN H. PINKERTON Mgmt For For
1I. ELECTION OF DIRECTOR: JEFFREY L. VENTURA Mgmt For For
2. A PROPOSAL TO APPROVE THE COMPENSATION Mgmt For For
PHILOSOPHY, POLICIES AND PROCEDURES
DESCRIBED IN THE COMPENSATION DISCUSSION
AND ANALYSIS.
3. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM AS OF AND FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2014.
4. STOCKHOLDER PROPOSAL - A PROPOSAL Shr Against For
REQUESTING A REPORT REGARDING FUGITIVE
METHANE EMISSIONS.
--------------------------------------------------------------------------------------------------------------------------
REGIONS FINANCIAL CORPORATION Agenda Number: 933934893
--------------------------------------------------------------------------------------------------------------------------
Security: 7591EP100
Meeting Type: Annual
Meeting Date: 24-Apr-2014
Ticker: RF
ISIN: US7591EP1005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: GEORGE W. BRYAN Mgmt For For
1B. ELECTION OF DIRECTOR: CAROLYN H. BYRD Mgmt For For
1C. ELECTION OF DIRECTOR: DAVID J. COOPER, SR. Mgmt For For
1D. ELECTION OF DIRECTOR: DON DEFOSSET Mgmt For For
1E. ELECTION OF DIRECTOR: ERIC C. FAST Mgmt For For
1F. ELECTION OF DIRECTOR: O.B. GRAYSON HALL, Mgmt For For
JR.
1G. ELECTION OF DIRECTOR: JOHN D. JOHNS Mgmt For For
1H. ELECTION OF DIRECTOR: CHARLES D. MCCRARY Mgmt For For
1I. ELECTION OF DIRECTOR: JAMES R. MALONE Mgmt For For
1J. ELECTION OF DIRECTOR: RUTH ANN MARSHALL Mgmt For For
1K. ELECTION OF DIRECTOR: SUSAN W. MATLOCK Mgmt For For
1L. ELECTION OF DIRECTOR: JOHN E. MAUPIN, JR. Mgmt For For
1M. ELECTION OF DIRECTOR: LEE J. STYSLINGER III Mgmt For For
2. RATIFICATION OF SELECTION OF INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM.
3. NONBINDING STOCKHOLDER APPROVAL OF Mgmt For For
EXECUTIVE COMPENSATION.
--------------------------------------------------------------------------------------------------------------------------
REYNOLDS AMERICAN INC. Agenda Number: 933941759
--------------------------------------------------------------------------------------------------------------------------
Security: 761713106
Meeting Type: Annual
Meeting Date: 08-May-2014
Ticker: RAI
ISIN: US7617131062
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF CLASS I DIRECTOR: SUSAN M. Mgmt For For
CAMERON
1B. ELECTION OF CLASS I DIRECTOR: LUC JOBIN Mgmt For For
1C. ELECTION OF CLASS I DIRECTOR: NANA MENSAH Mgmt For For
1D. ELECTION OF CLASS I DIRECTOR: RONALD S. Mgmt For For
ROLFE
1E. ELECTION OF CLASS I DIRECTOR: JOHN J. Mgmt For For
ZILLMER
1F. ELECTION OF CLASS II DIRECTOR: SIR NICHOLAS Mgmt For For
SCHEELE
2. APPROVAL OF THE REYNOLDS AMERICAN INC. Mgmt For For
AMENDED AND RESTATED 2009 OMNIBUS INCENTIVE
COMPENSATION PLAN
3. ADVISORY VOTE TO APPROVE THE COMPENSATION Mgmt For For
OF NAMED EXECUTIVE OFFICERS
4. RATIFICATION OF THE APPOINTMENT OF KPMG LLP Mgmt For For
AS INDEPENDENT AUDITORS
5. SHAREHOLDER PROPOSAL ON DISCLOSURE OF Shr Against For
LOBBYING POLICIES AND PRACTICES
6. SHAREHOLDER PROPOSAL ON ANIMAL TESTING Shr Against For
--------------------------------------------------------------------------------------------------------------------------
ROCKWELL AUTOMATION, INC. Agenda Number: 933910653
--------------------------------------------------------------------------------------------------------------------------
Security: 773903109
Meeting Type: Annual
Meeting Date: 04-Feb-2014
Ticker: ROK
ISIN: US7739031091
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
A. DIRECTOR
STEVEN R. KALMANSON Mgmt Withheld Against
JAMES P. KEANE Mgmt Withheld Against
DONALD R. PARFET Mgmt Withheld Against
B. TO APPROVE THE SELECTION OF DELOITTE & Mgmt For For
TOUCHE LLP AS THE CORPORATION'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
C. TO APPROVE, ON AN ADVISORY BASIS, THE Mgmt For For
COMPENSATION OF THE CORPORATION'S NAMED
EXECUTIVE OFFICERS.
D. SHAREHOLDER PROPOSAL REQUESTING MAJORITY Shr Against
VOTING IN ELECTIONS OF DIRECTORS.
--------------------------------------------------------------------------------------------------------------------------
SEMPRA ENERGY Agenda Number: 933945923
--------------------------------------------------------------------------------------------------------------------------
Security: 816851109
Meeting Type: Annual
Meeting Date: 09-May-2014
Ticker: SRE
ISIN: US8168511090
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: ALAN L. BOECKMANN Mgmt For For
1B. ELECTION OF DIRECTOR: JAMES G. BROCKSMITH Mgmt For For
JR.
1C. ELECTION OF DIRECTOR: KATHLEEN L. BROWN Mgmt For For
1D. ELECTION OF DIRECTOR: PABLO A. FERRERO Mgmt For For
1E. ELECTION OF DIRECTOR: WILLIAM D. JONES Mgmt For For
1F. ELECTION OF DIRECTOR: WILLIAM G. OUCHI Mgmt For For
1G. ELECTION OF DIRECTOR: DEBRA L. REED Mgmt For For
1H. ELECTION OF DIRECTOR: WILLIAM C. RUSNACK Mgmt For For
1I. ELECTION OF DIRECTOR: WILLIAM P. RUTLEDGE Mgmt For For
1J. ELECTION OF DIRECTOR: LYNN SCHENK Mgmt For For
1K. ELECTION OF DIRECTOR: JACK T. TAYLOR Mgmt For For
1L. ELECTION OF DIRECTOR: LUIS M. TELLEZ Mgmt For For
1M. ELECTION OF DIRECTOR: JAMES C. YARDLEY Mgmt For For
2. RATIFICATION OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM.
3. ADVISORY APPROVAL OF OUR EXECUTIVE Mgmt For For
COMPENSATION.
--------------------------------------------------------------------------------------------------------------------------
SHIRE PLC Agenda Number: 933962171
--------------------------------------------------------------------------------------------------------------------------
Security: 82481R106
Meeting Type: Annual
Meeting Date: 29-Apr-2014
Ticker: SHPG
ISIN: US82481R1068
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. TO RECEIVE THE COMPANY'S ANNUAL REPORT AND Mgmt For For
ACCOUNTS FOR THE YEAR ENDED DECEMBER 31,
2013.
2. TO APPROVE THE DIRECTORS' REMUNERATION Mgmt For For
REPORT, EXCLUDING THE DIRECTORS'
REMUNERATION POLICY, SET OUT ON PAGES 64 TO
90 OF THE 2013 ANNUAL REPORT AND ACCOUNTS,
FOR THE YEAR ENDED DECEMBER 31, 2013.
3. TO APPROVE THE DIRECTORS' REMUNERATION Mgmt For For
POLICY, SET OUT ON PAGES 66 TO 74 OF THE
DIRECTORS' REMUNERATION REPORT, WHICH TAKES
EFFECT ON JANUARY 1, 2015.
4. TO ELECT DOMINIC BLAKEMORE AS A DIRECTOR. Mgmt For For
5. TO RE-ELECT WILLIAM BURNS AS A DIRECTOR. Mgmt For For
6. TO RE-ELECT DR. STEVEN GILLIS AS A Mgmt For For
DIRECTOR.
7. TO RE-ELECT DR. DAVID GINSBURG AS A Mgmt For For
DIRECTOR.
8. TO RE-ELECT DAVID KAPPLER AS A DIRECTOR. Mgmt For For
9. TO RE-ELECT SUSAN KILSBY AS A DIRECTOR. Mgmt For For
10. TO RE-ELECT ANNE MINTO AS A DIRECTOR. Mgmt For For
11. TO RE-ELECT DR. FLEMMING ORNSKOV AS A Mgmt For For
DIRECTOR.
12. TO RE-ELECT DAVID STOUT AS A DIRECTOR. Mgmt For For
13. TO RE-APPOINT DELOITTE LLP AS THE COMPANY'S Mgmt For For
AUDITOR UNTIL THE CONCLUSION OF THE NEXT
ANNUAL GENERAL MEETING OF THE COMPANY.
14. TO AUTHORIZE THE AUDIT, COMPLIANCE & RISK Mgmt For For
COMMITTEE TO DETERMINE THE REMUNERATION OF
THE AUDITOR.
15. THAT SANCTION BE AND IS HEREBY GIVEN TO THE Mgmt For For
DIRECTORS OF THE COMPANY PERMITTING THE
AGGREGATE PRINCIPAL AMOUNT AT ANY TIME
OUTSTANDING IN RESPECT OF MONEYS BORROWED
(AS DEFINED IN THE COMPANY'S ARTICLES OF
ASSOCIATION (THE "ARTICLES")) BY THE GROUP
(AS DEFINED IN THE ARTICLES) TO EXCEED THE
LIMIT IMPOSED BY ARTICLE 107 OF THE
ARTICLES PROVIDED THAT THE SANCTION HEREBY
GIVEN SHALL NOT EXTEND TO PERMIT THE
AGGREGATE PRINCIPAL AMOUNT AT ANY TIME
OUTSTANDING IN RESPECT OF MONEYS BORROWED
BY THE GROUP TO EXCEED A SUM EQUAL TO U.S.
$12,000,000,000.
16. THAT THE AUTHORITY TO ALLOT RELEVANT Mgmt For For
SECURITIES (AS DEFINED IN THE ARTICLES OF
ASSOCIATION ("ARTICLES")) CONFERRED ON THE
DIRECTORS BY ARTICLE 10 PARAGRAPH (B) OF
THE ARTICLES BE RENEWED AND FOR THIS
PURPOSE THE AUTHORISED ALLOTMENT AMOUNT
SHALL BE: (A) 9,813,055 OF RELEVANT
SECURITIES; AND (B) SOLELY IN CONNECTION
WITH AN ALLOTMENT PURSUANT TO AN OFFER BY
WAY OF A RIGHTS ISSUE, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
17. THAT SUBJECT TO THE PASSING OF RESOLUTION Mgmt For For
16, THE AUTHORITY TO ALLOT EQUITY
SECURITIES (AS DEFINED IN THE COMPANY'S
ARTICLES OF ASSOCIATION (THE "ARTICLES"))
WHOLLY FOR CASH, CONFERRED ON THE DIRECTORS
BY ARTICLE 10 PARAGRAPH (D) OF THE
ARTICLES, BE RENEWED AND FOR THIS PURPOSE
THE NON PRE-EMPTIVE AMOUNT (AS DEFINED IN
THE ARTICLES) SHALL BE 1,494,561 AND THE
ALLOTMENT PERIOD SHALL BE THE PERIOD
COMMENCING ON APRIL 29, 2014, AND ENDING ON
THE EARLIER OF JULY 28, 2015, OR THE
CONCLUSION OF THE ANNUAL GENERAL MEETING OF
THE COMPANY TO BE HELD IN 2015.
18. THAT THE COMPANY BE AND IS HEREBY GENERALLY Mgmt For For
AND UNCONDITIONALLY AUTHORIZED: (A)
PURSUANT TO ARTICLE 57 OF THE COMPANIES
(JERSEY) LAW 1991 TO MAKE MARKET PURCHASES
OF ORDINARY SHARES IN THE CAPITAL OF THE
COMPANY, AND (B) PURSUANT TO ARTICLE 58A OF
THE COMPANIES (JERSEY) LAW 1991, TO HOLD AS
TREASURY SHARES ANY ORDINARY SHARES
PURCHASED PURSUANT TO THE AUTHORITY
CONFERRED BY PARAGRAPH (A) OF THIS
RESOLUTION, ALL AS MORE FULLY DESCRIBED IN
THE PROXY STATEMENT.
19. TO APPROVE THAT A GENERAL MEETING OF THE Mgmt For For
COMPANY, OTHER THAN AN ANNUAL GENERAL
MEETING, MAY BE CALLED ON NOT LESS THAT 14
CLEAR DAYS' NOTICE.
--------------------------------------------------------------------------------------------------------------------------
SIEMENS AG, MUENCHEN Agenda Number: 704888859
--------------------------------------------------------------------------------------------------------------------------
Security: D69671218
Meeting Type: AGM
Meeting Date: 28-Jan-2014
Ticker:
ISIN: DE0007236101
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please note that by judgement of OLG Non-Voting
Cologne rendered on June 6, 2013, any
shareholder who holds an aggregate total of
3 percent or more of the outstanding share
capital must register under their
beneficial owner details before the
appropriate deadline to be able to vote.
Failure to comply with the declaration
requirements as stipulated in section 21 of
the Securities Trade Act (WpHG) may prevent
the shareholder from voting at the general
meetings. Therefore, your custodian may
request that we register beneficial owner
data for all voted accounts with the
respective sub custodian. If you require
further information whether or not such BO
registration will be conducted for your
custodians accounts, please contact your
CSR.
The sub-custodian banks optimized their Non-Voting
processes and established solutions, which
do not require any flagging or blocking.
These optimized processes avoid any
settlement conflicts. The sub custodians
have advised that voted shares are not
blocked for trading purposes i.e. they are
only unavailable for settlement.
Registered shares will be deregistered at
the deregistration date by the sub
custodians. In order to deliver/settle a
voted position before the deregistration
date a voting instruction cancellation and
de-registration request needs to be sent.
Please contact your CSR for further
information.
The Vote/Registration Deadline as displayed Non-Voting
on ProxyEdge is subject to change and will
be updated as soon as Broadridge receives
confirmation from the sub custodians
regarding their instruction deadline. For
any queries please contact your Client
Services Representative.
ACCORDING TO GERMAN LAW, IN CASE OF Non-Voting
SPECIFIC CONFLICTS OF INTEREST IN
CONNECTION WITH SPECIFIC ITEMS OF THE
AGENDA FOR THE GENERAL MEETING YOU ARE NOT
ENTITLED TO EXERCISE YOUR VOTING RIGHTS.
FURTHER, YOUR VOTING RIGHT MIGHT BE
EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS
HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE
NOT COMPLIED WITH ANY OF YOUR MANDATORY
VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE
GERMAN SECURITIES TRADING ACT (WHPG). FOR
QUESTIONS IN THIS REGARD PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE FOR
CLARIFICATION. IF YOU DO NOT HAVE ANY
INDICATION REGARDING SUCH CONFLICT OF
INTEREST, OR ANOTHER EXCLUSION FROM VOTING,
PLEASE SUBMIT YOUR VOTE AS USUAL. THANK
YOU.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL Non-Voting
13.01.2014. FURTHER INFORMATION ON COUNTER
PROPOSALS CAN BE FOUND DIRECTLY ON THE
ISSUER'S WEBSITE (PLEASE REFER TO THE
MATERIAL URL SECTION OF THE APPLICATION).
IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL
NEED TO REQUEST A MEETING ATTEND AND VOTE
YOUR SHARES DIRECTLY AT THE COMPANY'S
MEETING. COUNTER PROPOSALS CANNOT BE
REFLECTED IN THE BALLOT ON PROXYEDGE.
1. To receive and consider the adopted Annual Non-Voting
Financial Statements of Siemens AG and the
approved Consolidated Financial Statements,
together with the Combined Management
Report of Siemens AG and the Siemens Group,
including the Explanatory Report on the
information required pursuant to Section
289 (4) and (5) and Section 315 (4) of the
German Commercial Code (HGB) as of
September 30, 2013, as well as the Report
of the Supervisory Board, the Corporate
Governance Report, the Compensation Report
and the Compliance Report for fiscal year
2013
2. Resolution on the Appropriation of the Mgmt For For
Distributable Profit The distributable
profit of EUR 2,643,000,000.00 as follows:
Payment of a dividend of EUR 3.00 per
no-par share for the 2012/2014 financial
year. EUR 109,961,760.00 shall be carried
forward. Ex-dividend and payable date:
January 29, 2014
3. To ratify the acts of the members of the Mgmt For For
Managing Board
4. To ratify the acts of the members of the Mgmt For For
Supervisory Board
5. To resolve on the approval of the system of Mgmt For For
Managing Board compensation
6. To resolve on the appointment of Mgmt For For
independent auditors for the audit of the
Annual Financial Statements and the
Consolidated Financial Statements and for
the review of the Interim Financial
Statements: Ernst & Young GmbH
7. To resolve on a by-election to the Mgmt For For
Supervisory Board: Jim Hagemann Snabe
8. To resolve on the creation of an Authorized Mgmt For For
Capital 2014 against contributions in cash
and / or contributions in kind with the
option of excluding subscription rights,
and related amendments to the Articles of
Association
9. To resolve on the cancelation of the Mgmt For For
authorization to issue convertible bonds
and / or warrant bonds dated January 25,
2011 and of the Conditional Capital 2011 as
well as on the creation of a new
authorization of the Managing Board to
issue convertible bonds and / or warrant
bonds and to exclude shareholders
subscription rights, and on the creation of
a Conditional Capital 2014 and related
amendments to the Articles of Association
10. To resolve on the cancelation of Mgmt For For
Conditional Capital no longer required and
related amendments to the Articles of
Association
11. To resolve on the adjustment of Supervisory Mgmt For For
Board compensation and related amendments
to the Articles of Association
--------------------------------------------------------------------------------------------------------------------------
SIMON PROPERTY GROUP, INC. Agenda Number: 933983199
--------------------------------------------------------------------------------------------------------------------------
Security: 828806109
Meeting Type: Annual
Meeting Date: 15-May-2014
Ticker: SPG
ISIN: US8288061091
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 ELECTION OF DIRECTOR: MELVYN E. BERGSTEIN Mgmt For For
1.2 ELECTION OF DIRECTOR: LARRY C. GLASSCOCK Mgmt For For
1.3 ELECTION OF DIRECTOR: KAREN N. HORN, PH.D. Mgmt For For
1.4 ELECTION OF DIRECTOR: ALLAN HUBBARD Mgmt For For
1.5 ELECTION OF DIRECTOR: REUBEN S. LEIBOWITZ Mgmt For For
1.6 ELECTION OF DIRECTOR: DANIEL C. SMITH, Mgmt For For
PH.D.
1.7 ELECTION OF DIRECTOR: J. ALBERT SMITH, JR. Mgmt For For
2. ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE Mgmt For For
COMPENSATION.
3. RATIFICATION AND APPROVAL OF THE AMENDED Mgmt For For
AND RESTATED 1998 STOCK INCENTIVE PLAN.
4. RATIFICATION OF ERNST & YOUNG LLP AS Mgmt For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
--------------------------------------------------------------------------------------------------------------------------
SKANDINAVISKA ENSKILDA BANKEN, STOCKHOLM Agenda Number: 704982811
--------------------------------------------------------------------------------------------------------------------------
Security: W25381141
Meeting Type: AGM
Meeting Date: 25-Mar-2014
Ticker:
ISIN: SE0000148884
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
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 MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL VOTED
ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR
VOTE TO BE LODGED
CMMT AN ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS Non-Voting
AN AGAINST VOTE IF THE MEETING REQUIRE
APPROVAL FROM MAJORITY OF PARTICIPANTS TO
PASS A RESOLUTION.
1 Opening of the Meeting Non-Voting
2 Election of Chairman of the Meeting: Sven Non-Voting
Unger, member of the Swedish Bar
Association
3 Preparation and approval of the voting list Non-Voting
4 Approval of the agenda Non-Voting
5 Election of two persons to check the Non-Voting
minutes of the Meeting together with the
Chairman
6 Determination of whether the Meeting has Non-Voting
been duly convened
7 Presentation of the Annual Report and the Non-Voting
Auditors' Report as well as the
Consolidated Accounts and the Auditors'
Report on the Consolidated Accounts
8 The President's speech Non-Voting
9 Adoption of the Profit and Loss Account and Mgmt For For
Balance Sheet as well as the Consolidated
Profit and Loss Account and Consolidated
Balance Sheet
10 Allocation of the Bank's profit as shown in Mgmt For For
the Balance Sheet adopted by the Meeting:
The Board of Directors proposes a dividend
of SEK 4 per share and Friday, 28 March
2014 as record date for the dividend. If
the Meeting decides according to the
proposal the dividend is expected to be
distributed by Euroclear on Wednesday, 2
April 2014
11 Discharge from liability of the Members of Mgmt For For
the Board of Directors and the President
12 Information concerning the work of the Non-Voting
Nomination Committee
13 Determination of the number of Directors Mgmt For For
and Auditors to be elected by the Meeting:
The Nomination Committee proposes 11
Directors and one Auditor
14 Approval of the remuneration to the Mgmt For For
Directors and the Auditor elected by the
Meeting
15 Election of Directors as well as Chairman Mgmt For For
of the Board of Directors: The Nomination
Committee proposes re-election of the
Directors Johan H. Andresen, Signhild
Arnegard Hansen, Samir Brikho, Annika
Falkengren, Winnie Fok, Urban Jansson,
Birgitta Kantola, Tomas Nicolin, Sven
Nyman, Jesper Ovesen and Marcus Wallenberg
for the period up to and including the
Annual General Meeting 2015. Marcus
Wallenberg is proposed as Chairman of the
Board of Directors. Jacob Wallenberg has
declared that he is not available for
re-election
16 Election of Auditor: The Nomination Mgmt For For
Committee proposes re-election of the
registered public accounting firm
PricewaterhouseCoopers AB for the period up
to and including the Annual General Meeting
2015. Main responsible will be Authorised
Public Accountant Peter Nyllinge
17 The Board of Director's proposal on Mgmt For For
guidelines for salary and other
remuneration for the President and members
of the Group Executive Committee
18a The Board of Director's proposal on Mgmt For For
long-term equity programmes for 2014: SEB
Share Deferral Programme (SDP) 2014 for the
Group Executive Committee and certain other
senior managers and other key employees
with critical competences
18b The Board of Director's proposal on Mgmt For For
long-term equity programmes for 2014: SEB
Share Matching Programme (SMP) 2014 for
selected key business employees with
critical competences
18c The Board of Director's proposal on Mgmt For For
long-term equity programmes for 2014: SEB
all Employee Programme (AEP) 2014 for all
employees in most of the countries where
SEB operates
19a The Board of Director's proposal on the Mgmt For For
acquisition and sale of the Bank's own
shares:acquisition of the Bank's own shares
in its securities business
19b The Board of Director's proposal on the Mgmt For For
acquisition and sale of the Bank's own
shares: acquisition and sale of the Bank's
own shares for capital purposes and for
long-term equity programmes
19c The Board of Director's proposal on the Mgmt For For
acquisition and sale of the Bank's own
shares: transfer of the Bank's own shares
to participants in the 2014 long-term
equity programmes
20 The Board of Director's proposal on maximum Mgmt For For
ratio between fixed and variable component
of the total remuneration for certain
employees
21 The Board of Director's proposal on the Mgmt For For
appointment of auditors of foundations that
have delegated their business to the Bank
22 PLEASE NOTE THAT THIS RESOLUTION IS A Shr Abstain Against
SHAREHOLDER PROPOSAL: Proposal from the
shareholder Tommy Jonasson to assign to the
Board of Directors/the President to take
initiative to an integration institute in
Landskrona- Ven - Copenhagen and to give a
first contribution in a suitable manner
23 Closing of the Annual General Meeting Non-Voting
--------------------------------------------------------------------------------------------------------------------------
SOTHEBY'S Agenda Number: 934017713
--------------------------------------------------------------------------------------------------------------------------
Security: 835898107
Meeting Type: Annual
Meeting Date: 29-May-2014
Ticker: BID
ISIN: US8358981079
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
JOHN M. ANGELO Mgmt For For
JESSICA M. BIBLIOWICZ Mgmt For For
KEVIN C. CONROY Mgmt For For
DOMENICO DE SOLE Mgmt For For
THE DUKE OF DEVONSHIRE Mgmt For For
DANIEL S. LOEB Mgmt For For
DANIEL MEYER Mgmt For For
ALLEN QUESTROM Mgmt For For
OLIVIER REZA Mgmt For For
WILLIAM F. RUPRECHT Mgmt For For
MARSHA E. SIMMS Mgmt For For
ROBERT S. TAUBMAN Mgmt For For
DIANA L. TAYLOR Mgmt For For
DENNIS M. WEIBLING Mgmt For For
HARRY J. WILSON Mgmt For For
2. RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014.
3. APPROVAL, ON AN ADVISORY BASIS, OF THE 2013 Mgmt For For
COMPENSATION OF THE COMPANY'S NAMED
EXECUTIVE OFFICERS.
--------------------------------------------------------------------------------------------------------------------------
SSE PLC, PERTH Agenda Number: 704618808
--------------------------------------------------------------------------------------------------------------------------
Security: G8842P102
Meeting Type: AGM
Meeting Date: 25-Jul-2013
Ticker:
ISIN: GB0007908733
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive the Report and Accounts Mgmt For For
2 Approve the Remuneration Report Mgmt For For
3 Declare a final dividend Mgmt For For
4 Re-appoint Katie Bickerstaffe Mgmt For For
5 Re-appoint Jeremy Beeton Mgmt For For
6 Re-appoint Lord Smith of Kelvin Mgmt For For
7 Re-appoint Gregor Alexander Mgmt For For
8 Re-appoint Alistair Phillips-Davies Mgmt For For
9 Re-appoint Lady Rice Mgmt For For
10 Re-appoint Richard Gillingwater Mgmt For For
11 Re-appoint Thomas Thune Andersen Mgmt For For
12 Appoint KPMG LLP as Auditor Mgmt For For
13 Authorise the Directors to determine the Mgmt For For
Auditor's remuneration
14 Authorise allotment of shares Mgmt For For
15 To disapply pre-emption rights Mgmt For For
16 To empower the Company to purchase its own Mgmt For For
Ordinary Shares
17 To approve 14 days' notice of general Mgmt For For
meetings
--------------------------------------------------------------------------------------------------------------------------
SUNTRUST BANKS, INC. Agenda Number: 933927052
--------------------------------------------------------------------------------------------------------------------------
Security: 867914103
Meeting Type: Annual
Meeting Date: 22-Apr-2014
Ticker: STI
ISIN: US8679141031
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: ROBERT M. BEALL, II Mgmt For For
1B. ELECTION OF DIRECTOR: DAVID H. HUGHES Mgmt For For
1C. ELECTION OF DIRECTOR: M. DOUGLAS IVESTER Mgmt For For
1D. ELECTION OF DIRECTOR: KYLE PRECHTL LEGG Mgmt For For
1E. ELECTION OF DIRECTOR: WILLIAM A. Mgmt For For
LINNENBRINGER
1F. ELECTION OF DIRECTOR: DONNA S. MOREA Mgmt For For
1G. ELECTION OF DIRECTOR: DAVID M. RATCLIFFE Mgmt For For
1H. ELECTION OF DIRECTOR: WILLIAM H. ROGERS, Mgmt For For
JR.
1I. ELECTION OF DIRECTOR: FRANK P. SCRUGGS, JR. Mgmt For For
1J. ELECTION OF DIRECTOR: THOMAS R. WATJEN Mgmt For For
1K. ELECTION OF DIRECTOR: DR. PHAIL WYNN, JR. Mgmt For For
2. TO APPROVE, ON AN ADVISORY BASIS, THE Mgmt For For
COMPANY'S EXECUTIVE COMPENSATION.
3. TO APPROVE AN AMENDMENT TO THE SUNTRUST Mgmt For For
BANKS, INC. 2009 STOCK PLAN.
4. TO APPROVE THE MATERIAL TERMS OF THE Mgmt For For
SUNTRUST BANKS, INC. 2009 STOCK PLAN.
5. TO APPROVE THE MATERIAL TERMS OF THE Mgmt For For
SUNTRUST BANKS, INC. ANNUAL INCENTIVE PLAN.
6. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS OUR INDEPENDENT AUDITOR FOR 2014.
--------------------------------------------------------------------------------------------------------------------------
SVENSKA HANDELSBANKEN AB, STOCKHOLM Agenda Number: 704992824
--------------------------------------------------------------------------------------------------------------------------
Security: W90937181
Meeting Type: AGM
Meeting Date: 26-Mar-2014
Ticker:
ISIN: SE0000193120
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
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 MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL VOTED
ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR
VOTE TO BE LODGED
CMMT AN ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS Non-Voting
AN AGAINST VOTE IF THE MEETING REQUIRE
APPROVAL FROM MAJORITY OF PARTICIPANTS TO
PASS A RESOLUTION.
CMMT PLEASE NOTE THAT BOARD DOES NOT MAKE ANY Non-Voting
RECOMMENDATION ON RESOLUTIONS 21 AND 22.
THE STANDING INSTRUCTIONS FOR THIS MEETING
WILL BE DISABLED. THANK YOU.
1 Opening of the meeting Non-Voting
2 Election of the chairman of the meeting: Non-Voting
The nomination committee proposes that Mr
Sven Unger should be chairman of the
meeting
3 Establishment and approval of the list of Non-Voting
voters
4 Approval of the agenda Non-Voting
5 Election of two persons to countersign the Non-Voting
minutes
6 Determining whether the meeting has been Non-Voting
duly called
7.a A presentation of the annual accounts and Non-Voting
auditors' report, as well as the
consolidated annual accounts and the
auditors' report for the Group, for 2013.
In connection with this: a presentation of
the past year's work by the Board and its
committees
7.b A presentation of the annual accounts and Non-Voting
auditors' report, as well as the
consolidated annual accounts and the
auditors' report for the Group, for 2013.
In connection with this: a speech by the
Group Chief Executive, and any questions
from shareholders to the Board and
management of the Bank
7.c A presentation of the annual accounts and Non-Voting
auditors' report, as well as the
consolidated annual accounts and the
auditors' report for the Group, for 2013.
In connection with this: a presentation of
audit work during 2013
8 Resolutions concerning adoption of the Mgmt For For
income statement and the balance sheet, as
well as the consolidated income statement
and consolidated balance sheet
9 Resolution on the allocation of the Bank's Mgmt For For
profits in accordance with the adopted
balance sheet and also concerning the
record day: The Board proposes a dividend
of SEK 16.50 per share, including an
ordinary dividend of SEK 11.50 per share,
and that Monday, 31 March 2014 be the
record day for the receiving of dividends.
If the meeting resolves in accordance with
the proposal, Euroclear expects to
distribute the dividend on Thursday, 3
April 2014
10 Resolution on release from liability for Mgmt For For
the members of the Board and the Group
Chief Executive for the period referred to
in the financial reports
11 Authorisation for the Board to resolve on Mgmt For For
acquisition and divestment of shares in the
Bank
12 Acquisition of shares in the Bank for the Mgmt For For
Bank's trading book pursuant to Chapter 7,
Section 6 of the Swedish Securities Market
Act
13 The Board's proposal to issue convertible Mgmt For For
bonds to employees
14 Determining the number of members of the Mgmt For For
Board to be appointed by the meeting: The
nomination committee proposes that the
meeting resolve that the Board consist of
ten (10) members
15 Determining the number of auditors to be Mgmt For For
appointed by the meeting: The nomination
committee proposes that the meeting appoint
two registered auditing companies as
auditors
16 Deciding fees for Board members and Mgmt Against Against
auditors, and decision on indemnity
undertaking for Board members
17 Election of the Board members and the Mgmt Against Against
Chairman of the Board: The nomination
committee proposes the re-election of Jon
Fredrik Baksaas, Par Boman, Tommy Bylund,
Jan Johansson, Ole Johansson, Fredrik
Lundberg, Sverker Martin-Lof, Anders Nyren,
Bente Rathe and Charlotte Skog. Lone Fonss
Schroder has declined re-election. In
addition, the nomination committee proposes
the re-election of Anders Nyren as Chairman
of the Board
18 Election of auditors: The nomination Mgmt For For
committee proposes that the meeting
re-elect KPMG AB and Ernst & Young AB as
auditors for the period until the end of
the AGM to be held in 2015. These two
auditing companies have announced that,
should they be elected, they will appoint
the same auditors to be auditors in charge
as in 2013: Mr Stefan Holmstrom (authorised
public accountant) will be appointed as
auditor in charge for KPMG AB, and Mr Erik
Astrom (authorised public accountant) will
be appointed as auditor in charge for Ernst
& Young AB
19 The Board's proposal concerning guidelines Mgmt For For
for compensation to senior management
20 The Board's proposal concerning the Mgmt For For
appointment of auditors in foundations
without own management
21 Shareholder's proposal that the annual Mgmt Abstain Against
general meeting shall adopt a certain
policy
22 Shareholder's proposal regarding a decision Mgmt Abstain Against
to take the initiative to establish an
integration institute
23 Closing of the meeting Non-Voting
--------------------------------------------------------------------------------------------------------------------------
SWEDBANK AB, STOCKHOLM Agenda Number: 704972961
--------------------------------------------------------------------------------------------------------------------------
Security: W9423X102
Meeting Type: AGM
Meeting Date: 19-Mar-2014
Ticker:
ISIN: SE0000242455
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT AN ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS Non-Voting
AN AGAINST VOTE IF THE MEETING REQUIRE
APPROVAL FROM MAJORITY OF PARTICIPANTS TO
PASS A RESOLUTION
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL VOTED
ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR
VOTE TO BE LODGED
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
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 THE BOARD MAKES NO Non-Voting
RECOMMENDATION ON RESOLUTIONS 22 AND 23.
THE STANDING INSTRUCTIONS FOR THIS MEETING
WILL BE DISABLED. THANK YOU.
1 Opening of the Meeting and address by the Non-Voting
Chair of the Board of Directors
2 Election of the Meeting Chair: The Non-Voting
Nomination Committee proposes that Advokat
Claes Zettermarck is elected Chair of the
Meeting
3 Preparation and approval of the voting list Non-Voting
4 Approval of the agenda Non-Voting
5 Election of two persons to verify the Non-Voting
minutes
6 Decision whether the Meeting has been duly Non-Voting
convened
7 a) Presentation of the annual report and Non-Voting
the consolidated accounts for the financial
year 2013; b) Presentation of the auditor's
reports for the bank and the group for the
financial year 2013; c) Address by the CEO
8 Adoption of the profit and loss account and Non-Voting
balance sheet of the bank and the
consolidated profit and loss account and
consolidated balance sheet for the
financial year 2013
9 Approval of the allocation of the bank's Mgmt For For
profit in accordance with the adopted
balance sheet as well as decision on the
record date for dividends. The Board of
Directors proposes that of the amount
approximately SEK 33 511m at the disposal
of the Meeting, approximately SEK 11 100m
is distributed as dividends to holders of
ordinary shares and the balance,
approximately SEK 22 411m, is carried
forward. The proposal is based on all
ordinary shares outstanding as of 31
December 2013. The proposal could be
changed in the event of additional share
repurchases or if treasury shares are
disposed of before the record day. A
dividend of SEK 10.10 for each ordinary
share is proposed. The proposed record date
is 24 March, 2014. With this record date,
the dividend is expected to be paid through
Euroclear on 27 March, 2014
10 Decision whether to discharge the members Mgmt For For
of the Board of Directors and the CEO from
liability
11 Determination of the number of Board Mgmt For For
members. The Nomination Committee proposes
that the number of Board members, which
shall be appointed by the Meeting, shall be
nine
12 Determination of the remuneration to the Mgmt For For
Board members and the Auditor
13 Election of the Board members and the Mgmt For For
Chair: The Nomination Committee proposes,
for the period until the close of the next
AGM, that the following Board members are
re-elected: Ulrika Francke, Goran Hedman,
Lars Idermark, Anders Igel, Pia Rudengren,
Anders Sundstrom, Karl-Henrik Sundstrom and
Siv Svensson. The Nomination Committee
proposes Maj-Charlotte Wallin as new member
of the Board of Directors for the period
until the close of the next AGM. The
Nomination Committee proposes that Anders
Sundstrom be elected as Chair of the Board
of Directors
14 Election of Auditor: The Nomination Mgmt For For
Committee proposes that the registered
public accounting firm Deloitte AB be
elected as auditor for the period until the
end of the 2018 Annual General Meeting
15 Decision on the Nomination Committee Mgmt For For
16 Decision on the guidelines for remuneration Mgmt For For
to top executives
17 Decision on amendments to the Articles of Mgmt For For
Association. As a consequence of the
mandatory conversion of preference shares
to ordinary shares during the year, the
Board of Directors now proposes to remove
the sections regarding, and all references
to, preference shares in the Articles of
Association. The Board of Directors is also
proposing to the AGM 2014 to remove
C-shares from the Articles of Association
since no such shares have been issued. This
results in changes in the Articles of
Association Section 3 ("Share capital etc")
so that only the first paragraph is kept
and that a new paragraph is included which
states that the shares each entitles to one
vote and also that Section 14 ("Right to
dividends, etc") is removed in its entirety
18 Decision to acquire own shares in Mgmt For For
accordance with the Securities Market Act
19 Decision on authorization for the Board of Mgmt For For
Directors to decide on acquisitions of own
shares in addition to what is stated in
item 18
20 Decision on authorization for the Board of Mgmt For For
Directors to decide on issuance of
convertibles
21.a Approval of the resolution of the Board of Mgmt For For
Directors on a common program (Eken 2014)
21.b Approval of the resolution of the Board of Mgmt For For
Directors of Swedbank regarding deferred
variable remuneration in the form of shares
(or another financial instrument in the
bank) under IP 2014
21.c Decision regarding transfer of own ordinary Mgmt For For
shares (or another financial instrument in
the bank)
22 Matter submitted by the shareholder Mgmt Against Against
Thorwald Arvidsson regarding suggested
proposal on an examination through a
special examiner in accordance with Chapter
10, Section 21 of the Companies Act
23 Matter submitted by the shareholder Tommy Mgmt Abstain Against
Jonasson on the shareholder's suggested
proposal regarding an initiative for an
integration institute
24 Closing of the meeting Non-Voting
--------------------------------------------------------------------------------------------------------------------------
SWISS RE AG, ZUERICH Agenda Number: 705055564
--------------------------------------------------------------------------------------------------------------------------
Security: H8431B109
Meeting Type: AGM
Meeting Date: 11-Apr-2014
Ticker:
ISIN: CH0126881561
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 297147 DUE TO CHANGE IN RECORD
DATE AND ADDITION OF RESOLUTION 7. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO
REINSTRUCT ON THIS MEETING NOTICE. THANK
YOU.
CMMT PART 2 OF THIS MEETING IS FOR VOTING ON Non-Voting
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. IT IS A
MARKET REQUIREMENT FOR MEETINGS OF THIS
TYPE THAT THE SHARES ARE REGISTERED AND
MOVED TO A REGISTERED LOCATION AT THE CSD,
AND 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.
THEREFORE WHILST THIS DOES NOT PREVENT THE
TRADING OF SHARES, ANY THAT ARE REGISTERED
MUST BE FIRST DEREGISTERED IF REQUIRED FOR
SETTLEMENT. DEREGISTRATION CAN AFFECT THE
VOTING RIGHTS OF THOSE SHARES. IF YOU HAVE
CONCERNS REGARDING YOUR ACCOUNTS, PLEASE
CONTACT YOUR CLIENT REPRESENTATIVE
1.1 Annual Report, annual and consolidated Mgmt For For
financial statements for the 2013 financial
year: Consultative vote on the Compensation
Report
1.2 Annual Report, annual and consolidated Mgmt For For
financial statements for the 2013 financial
year: Approval of the Annual Report, annual
and consolidated financial statements for
the 2013 financial year
2 Allocation of disposable profit Mgmt For For
3.1 Ordinary dividend by way of a withholding Mgmt For For
tax exempt repayment of legal reserves from
capital contributions of CHF 3.85 per share
and a prior reclassification into other
reserves
3.2 Special dividend by way of a withholding Mgmt For For
tax exempt repayment of legal reserves from
capital contributions of CHF 4.15 per share
and a prior reclassification into other
reserves
4 Discharge of the members of the Board of Mgmt For For
Directors
5.1.1 Re-election of Walter B. Kielholz as member Mgmt For For
of the Board of Directors and election as
Chairman of the Board of Directors in the
same vote
5.1.2 Re-election of Raymund Breu to the Board of Mgmt For For
Directors
5.1.3 Re-election of Mathis Cabiallavetta to the Mgmt For For
Board of Directors
5.1.4 Re-election of Raymond K.F. Chien to the Mgmt For For
Board of Directors
5.1.5 Re-election of Renato Fassbind to the Board Mgmt For For
of Directors
5.1.6 Re-election of Mary Francis to the Board of Mgmt For For
Directors
5.1.7 Re-election of Rajna Gibson Brandon to the Mgmt For For
Board of Directors
5.1.8 Re-election of C. Robert Henrikson to the Mgmt For For
Board of Directors
5.1.9 Re-election of Hans Ulrich Maerki to the Mgmt For For
Board of Directors
5110 Re-election of Carlos E. Represas to the Mgmt For For
Board of Directors
5111 Re-election of Jean-Pierre Roth to the Mgmt For For
Board of Directors
5112 Election of Susan L. Wagner to the Board of Mgmt For For
Directors
5.2.1 Election of Renato Fassbind to the Mgmt For For
Compensation Committee
5.2.2 Election of C. Robert Henrikson to the Mgmt For For
Compensation Committee
5.2.3 Election of Hans Ulrich Maerki to the Mgmt For For
Compensation Committee
5.2.4 Election of Carlos E. Represas to the Mgmt For For
Compensation Committee
5.3 Election of the Independent Proxy: The Mgmt For For
Board of Directors proposes that Proxy
Voting Services GmbH, Zurich, be elected as
Independent Proxy for a one-year term of
office until completion of the next
ordinary Shareholders' Meeting
5.4 Re-election of the Auditor: The Board of Mgmt For For
Directors proposes that
PricewaterhouseCoopers Ltd ("PwC"), Zurich,
be re-elected as Auditor for a one-year
term of office
6 Amendment of the Articles of Association: Mgmt For For
Article 95 (3) of the Swiss Federal
Constitution
7 Ad-hoc Mgmt Abstain For
--------------------------------------------------------------------------------------------------------------------------
TELEFON AB L.M.ERICSSON, KISTA Agenda Number: 705029331
--------------------------------------------------------------------------------------------------------------------------
Security: W26049119
Meeting Type: AGM
Meeting Date: 11-Apr-2014
Ticker:
ISIN: SE0000108656
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 279825 DUE TO CHANGE IN THE
VOTING STATUS OF RESOLUTIONS "13 TO 16".
ALL VOTES RECEIVED ON THE PREVIOUS MEETING
WILL BE DISREGARDED AND YOU WILL NEED TO
REINSTRUCT ON THIS MEETING NOTICE. THANK
YOU.
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
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 MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL VOTED
ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR
VOTE TO BE LODGED
CMMT AN ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS Non-Voting
AN AGAINST VOTE IF THE MEETING REQUIRE
APPROVAL FROM MAJORITY OF PARTICIPANTS TO
PASS A RESOLUTION
1 Election of the Chairman Advokat Sven Unger Non-Voting
of the Annual General Meeting
2 Preparation and approval of the voting list Non-Voting
3 Approval of the agenda of the Annual Non-Voting
General Meeting
4 Determination whether the Annual General Non-Voting
Meeting has been properly convened
5 Election of two persons approving the Non-Voting
minutes
6 Presentation of the annual report, the Non-Voting
Auditors' report, the consolidated
accounts, the Auditors' report on the
consolidated accounts and the Auditors
report whether the guidelines for
remuneration to group management have been
complied with, as well as the auditors'
presentation of the audit work during 2013
7 The President's speech and questions from Non-Voting
the shareholders to the Board of Directors
and the management
8.1 Resolution with respect to: Adoption of the Mgmt For For
income statement and the balance sheet, the
consolidated income statement and the
consolidated balance sheet
8.2 Resolution with respect to: Discharge of Mgmt For For
liability for the members of the Board of
Directors and the President
8.3 Resolution with respect to: The Mgmt For For
appropriation of the profit in accordance
with the approved balance sheet and
determination of the record date for
dividend: The Board of Directors proposes a
dividend of SEK 3 per share and Wednesday,
April 16, 2014, as record date for
dividend. Assuming this date will be the
record day, Euroclear Sweden AB is expected
to disburse dividends on Wednesday, April
23, 2014
9.1 Presentation of the proposals of the Mgmt For For
Nomination Committee, election of the Board
of Directors etc: Determination of the
number of Board members and deputies of the
Board of Directors to be elected by the
Annual General Meeting According to the
articles of association, the Board shall
consist of no less than five and no more
than twelve Board members, with no more
than six deputies. The Nomination Committee
proposes that the number of Board members
elected by the Annual General Meeting of
shareholders remain twelve and that no
deputies be elected
9.2 Presentation of the proposals of the Mgmt For For
Nomination Committee, election of the Board
of Directors etc: Determination of the fees
payable to members of the Board of
Directors elected by the Annual General
Meeting and members of the Committees of
the Board of Directors elected by the
Annual General Meeting
9.3 Presentation of the proposals of the Mgmt For For
Nomination Committee, election of the Board
of Directors etc: Election of the Chairman
of the Board of Directors, other Board
members and deputies of the Board of
Directors: The Nomination Committee
proposes that the following persons be
elected Board members: Chairman of the
Board: re-election: Leif Johansson. Other
Board members: re-election: Roxanne S.
Austin, Sir Peter L. Bonfield, Nora Denzel,
Borje Ekholm, Alexander Izosimov, Ulf J.
Johansson, Sverker Martin-Lof, Kristin
Skogen Lund, Hans Vestberg, Jacob
Wallenberg and Par Ostberg
9.4 Presentation of the proposals of the Mgmt For For
Nomination Committee, election of the Board
of Directors etc: Determination of the fees
payable to the auditor The Nomination
Committee proposes, like previous years,
that the auditor fees be paid against
approved account
9.5 Presentation of the proposals of the Mgmt For For
Nomination Committee, election of the Board
of Directors etc: Determination of the
number of auditors According to the
articles of association, the company shall
have no less than one and no more than
three registered public accounting firms as
auditor. The Nomination Committee proposes
that the company should have one registered
public accounting firm as auditor
9.6 Presentation of the proposals of the Mgmt For For
Nomination Committee, election of the Board
of Directors etc: Election of auditor The
Nomination Committee proposes that
PricewaterhouseCoopers AB be appointed
auditor for the period as of the end of the
Annual General Meeting 2014 until the end
of the Annual General Meeting 2015
10 Resolution on the Guidelines for Mgmt For For
remuneration to Group management
11.1 Long-Term Variable Compensation Program Mgmt For For
2014: Resolution on implementation of the
Stock Purchase Plan
11.2 Long-Term Variable Compensation Program Mgmt For For
2014: Resolution on transfer of treasury
stock for the Stock Purchase Plan
11.3 Long-Term Variable Compensation Program Mgmt Against Against
2014: Resolution on Equity Swap Agreement
with third party in relation to the Stock
Purchase Plan
11.4 Long-Term Variable Compensation Program Mgmt For For
2014: Resolution on implementation of the
Key Contributor Retention Plan
11.5 Long-Term Variable Compensation Program Mgmt For For
2014: Resolution on transfer of treasury
stock for the Key Contributor Retention
Plan
11.6 Long-Term Variable Compensation Program Mgmt Against Against
2014: Resolution on Equity Swap Agreement
with third party in relation to the Key
Contributor Retention Plan
11.7 Long-Term Variable Compensation Program Mgmt For For
2014: Resolution on implementation of the
Executive Performance Stock Plan
11.8 Long-Term Variable Compensation Program Mgmt For For
2014: Resolution on transfer of treasury
stock for the Executive Performance Stock
Plan
11.9 Long-Term Variable Compensation Program Mgmt Against Against
2014:Resolution on Equity Swap Agreement
with third party in relation to the
Executive Performance Stock Plan
12 Resolution on transfer of treasury stock in Mgmt For For
relation to the resolutions on the
Long-Term Variable Remuneration Programs
2010, 2011, 2012 and 2013
CMMT PLEASE NOTE THAT THE RESOLUTIONS "13 TO 16" Non-Voting
ARE THE SHAREHOLDER PROPOSALS. HOWEVER,
MANAGEMENT MAKES NO RECOMMENDATION
13 Resolution on proposal from the Shareholder Mgmt For For
Einar Hellbom that the Annual General
Meeting resolve to delegate to the Board of
Directors to review how shares are to be
given equal voting rights and to present a
proposal to that effect at the Annual
General Meeting 2015
14.1 Resolution on proposal from the Shareholder Mgmt Against Against
Thorwald Arvidsson that the Annual General
Meeting resolve to delegate to the Board of
Directors: To take necessary action to
create a shareholders' association in the
company
14.2 Resolution on proposal from the Shareholder Mgmt Against Against
Thorwald Arvidsson that the Annual General
Meeting resolve to delegate to the Board of
Directors: To write to the Government of
Sweden, requesting a prompt appointment of
a commission instructed to propose
legislation on the abolishment of voting
power differences in Swedish limited
liability companies
14.3 Resolution on proposal from the Shareholder Mgmt Against Against
Thorwald Arvidsson that the Annual General
Meeting resolve to delegate to the Board of
Directors: To prepare a proposal regarding
board representation for the small and
midsize shareholders
15 Resolution on proposal from the Shareholder Mgmt Against Against
Thorwald Arvidsson to amend the articles of
association
16 Resolution on proposal from the Shareholder Mgmt Against Against
Thorwald Arvidsson for an examination
through a special examiner under the
Swedish Companies Act (2005:551), chapter
10, section 21, (Sw. sarskild granskning)
to make clear whether the company has acted
contrary to sanctions resolved by relevant
international bodies. The audit should
primarily concern the company's exports to
Iran
17 Closing of the Annual General Meeting Non-Voting
--------------------------------------------------------------------------------------------------------------------------
THE BOEING COMPANY Agenda Number: 933932368
--------------------------------------------------------------------------------------------------------------------------
Security: 097023105
Meeting Type: Annual
Meeting Date: 28-Apr-2014
Ticker: BA
ISIN: US0970231058
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: DAVID L. CALHOUN Mgmt For For
1B. ELECTION OF DIRECTOR: ARTHUR D. COLLINS, Mgmt For For
JR.
1C. ELECTION OF DIRECTOR: LINDA Z. COOK Mgmt For For
1D. ELECTION OF DIRECTOR: KENNETH M. DUBERSTEIN Mgmt For For
1E. ELECTION OF DIRECTOR: EDMUND P. Mgmt For For
GIAMBASTIANI, JR.
1F. ELECTION OF DIRECTOR: LAWRENCE W. KELLNER Mgmt For For
1G. ELECTION OF DIRECTOR: EDWARD M. LIDDY Mgmt For For
1H. ELECTION OF DIRECTOR: W. JAMES MCNERNEY, Mgmt For For
JR.
1I. ELECTION OF DIRECTOR: SUSAN C. SCHWAB Mgmt For For
1J. ELECTION OF DIRECTOR: RONALD A. WILLIAMS Mgmt For For
1K. ELECTION OF DIRECTOR: MIKE S. ZAFIROVSKI Mgmt For For
2. APPROVE, ON AN ADVISORY BASIS, NAMED Mgmt For For
EXECUTIVE OFFICER COMPENSATION.
3. APPROVE THE AMENDMENT AND RESTATEMENT OF Mgmt For For
THE BOEING COMPANY 2003 INCENTIVE STOCK
PLAN.
4. RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For
LLP AS INDEPENDENT AUDITOR FOR 2014.
5. REPORT TO DISCLOSE LOBBYING. Shr Against For
6. RIGHT TO ACT BY WRITTEN CONSENT. Shr For Against
7. INDEPENDENT BOARD CHAIRMAN. Shr Against For
--------------------------------------------------------------------------------------------------------------------------
THE CHARLES SCHWAB CORPORATION Agenda Number: 933958209
--------------------------------------------------------------------------------------------------------------------------
Security: 808513105
Meeting Type: Annual
Meeting Date: 15-May-2014
Ticker: SCHW
ISIN: US8085131055
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: FRANK C. HERRINGER Mgmt For For
1B. ELECTION OF DIRECTOR: STEPHEN T. MCLIN Mgmt For For
1C. ELECTION OF DIRECTOR: ROGER O. WALTHER Mgmt For For
1D. ELECTION OF DIRECTOR: ROBERT N. WILSON Mgmt For For
2. RATIFICATION OF INDEPENDENT AUDITORS Mgmt For For
3. ADVISORY APPROVAL OF NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION
4. STOCKHOLDER PROPOSAL REGARDING POLITICAL Shr Against For
CONTRIBUTIONS
5. STOCKHOLDER PROPOSAL REGARDING ANNUAL Shr Against For
DISCLOSURE OF EEO-1 DATA
6. STOCKHOLDER PROPOSAL REGARDING ACCELERATED Shr For Against
VESTING UPON CHANGE IN CONTROL
--------------------------------------------------------------------------------------------------------------------------
THE HERSHEY COMPANY Agenda Number: 933934831
--------------------------------------------------------------------------------------------------------------------------
Security: 427866108
Meeting Type: Annual
Meeting Date: 29-Apr-2014
Ticker: HSY
ISIN: US4278661081
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
P.M. ARWAY Mgmt For For
J.P. BILBREY Mgmt For For
R.F. CAVANAUGH Mgmt For For
C.A. DAVIS Mgmt For For
M.K. HABEN Mgmt For For
R.M. MALCOLM Mgmt For For
J.M. MEAD Mgmt For For
J.E. NEVELS Mgmt For For
A.J. PALMER Mgmt For For
T.J. RIDGE Mgmt For For
D.L. SHEDLARZ Mgmt For For
2. RATIFY THE APPOINTMENT OF KPMG LLP AS Mgmt For For
INDEPENDENT AUDITORS FOR 2014.
3. APPROVE, ON A NON-BINDING ADVISORY BASIS, A Mgmt For For
RESOLUTION APPROVING EXECUTIVE
COMPENSATION.
--------------------------------------------------------------------------------------------------------------------------
THE HOME DEPOT, INC. Agenda Number: 933970382
--------------------------------------------------------------------------------------------------------------------------
Security: 437076102
Meeting Type: Annual
Meeting Date: 22-May-2014
Ticker: HD
ISIN: US4370761029
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: F. DUANE ACKERMAN Mgmt For For
1B. ELECTION OF DIRECTOR: FRANCIS S. BLAKE Mgmt For For
1C. ELECTION OF DIRECTOR: ARI BOUSBIB Mgmt For For
1D. ELECTION OF DIRECTOR: GREGORY D. BRENNEMAN Mgmt For For
1E. ELECTION OF DIRECTOR: J. FRANK BROWN Mgmt For For
1F. ELECTION OF DIRECTOR: ALBERT P. CAREY Mgmt For For
1G. ELECTION OF DIRECTOR: ARMANDO CODINA Mgmt For For
1H. ELECTION OF DIRECTOR: HELENA B. FOULKES Mgmt For For
1I. ELECTION OF DIRECTOR: WAYNE M. HEWETT Mgmt For For
1J. ELECTION OF DIRECTOR: KAREN L. KATEN Mgmt For For
1K. ELECTION OF DIRECTOR: MARK VADON Mgmt For For
2. RATIFICATION OF THE APPOINTMENT OF KPMG LLP Mgmt For For
3. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION
4. SHAREHOLDER PROPOSAL REGARDING SPECIAL Shr For Against
SHAREHOLDER MEETINGS
5. SHAREHOLDER PROPOSAL REGARDING EMPLOYMENT Shr Against For
DIVERSITY REPORT
--------------------------------------------------------------------------------------------------------------------------
THE PNC FINANCIAL SERVICES GROUP, INC. Agenda Number: 933934576
--------------------------------------------------------------------------------------------------------------------------
Security: 693475105
Meeting Type: Annual
Meeting Date: 22-Apr-2014
Ticker: PNC
ISIN: US6934751057
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: RICHARD O. BERNDT Mgmt For For
1B. ELECTION OF DIRECTOR: CHARLES E. BUNCH Mgmt For For
1C. ELECTION OF DIRECTOR: PAUL W. CHELLGREN Mgmt For For
1D. ELECTION OF DIRECTOR: WILLIAM S. DEMCHAK Mgmt For For
1E. ELECTION OF DIRECTOR: ANDREW T. FELDSTEIN Mgmt For For
1F. ELECTION OF DIRECTOR: KAY COLES JAMES Mgmt For For
1G. ELECTION OF DIRECTOR: RICHARD B. KELSON Mgmt For For
1H. ELECTION OF DIRECTOR: ANTHONY A. MASSARO Mgmt For For
1I. ELECTION OF DIRECTOR: JANE G. PEPPER Mgmt For For
1J. ELECTION OF DIRECTOR: DONALD J. SHEPARD Mgmt For For
1K. ELECTION OF DIRECTOR: LORENE K. STEFFES Mgmt For For
1L. ELECTION OF DIRECTOR: DENNIS F. STRIGL Mgmt For For
1M. ELECTION OF DIRECTOR: THOMAS J. USHER Mgmt For For
1N. ELECTION OF DIRECTOR: GEORGE H. WALLS, JR. Mgmt For For
1O. ELECTION OF DIRECTOR: HELGE H. WEHMEIER Mgmt For For
2. RATIFICATION OF THE AUDIT COMMITTEE'S Mgmt For For
SELECTION OF PRICEWATERHOUSECOOPERS LLP AS
PNC'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2014.
3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION.
4. A SHAREHOLDER PROPOSAL REGARDING A REPORT Shr Against For
ON GREENHOUSE GAS EMISSIONS OF BORROWERS
AND EXPOSURE TO CLIMATE CHANGE RISK.
--------------------------------------------------------------------------------------------------------------------------
THE PROCTER & GAMBLE COMPANY Agenda Number: 933868525
--------------------------------------------------------------------------------------------------------------------------
Security: 742718109
Meeting Type: Annual
Meeting Date: 08-Oct-2013
Ticker: PG
ISIN: US7427181091
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: ANGELA F. BRALY Mgmt For For
1B. ELECTION OF DIRECTOR: KENNETH I. CHENAULT Mgmt For For
1C. ELECTION OF DIRECTOR: SCOTT D. COOK Mgmt For For
1D. ELECTION OF DIRECTOR: SUSAN Mgmt For For
DESMOND-HELLMANN
1E. ELECTION OF DIRECTOR: A.G. LAFLEY Mgmt For For
1F. ELECTION OF DIRECTOR: TERRY J. LUNDGREN Mgmt For For
1G. ELECTION OF DIRECTOR: W. JAMES MCNERNEY, Mgmt For For
JR.
1H. ELECTION OF DIRECTOR: MARGARET C. WHITMAN Mgmt For For
1I. ELECTION OF DIRECTOR: MARY AGNES Mgmt For For
WILDEROTTER
1J. ELECTION OF DIRECTOR: PATRICIA A. WOERTZ Mgmt For For
1K. ELECTION OF DIRECTOR: ERNESTO ZEDILLO Mgmt For For
2. RATIFY APPOINTMENT OF THE INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM
3. AMEND THE COMPANY'S CODE OF REGULATIONS TO Mgmt For For
REDUCE CERTAIN SUPERMAJORITY VOTING
REQUIREMENTS
4. APPROVE THE 2013 NON-EMPLOYEE DIRECTORS' Mgmt For For
STOCK PLAN
5. ADVISORY VOTE ON EXECUTIVE COMPENSATION Mgmt For For
(THE SAY ON PAY VOTE)
--------------------------------------------------------------------------------------------------------------------------
THE PROGRESSIVE CORPORATION Agenda Number: 933954340
--------------------------------------------------------------------------------------------------------------------------
Security: 743315103
Meeting Type: Annual
Meeting Date: 16-May-2014
Ticker: PGR
ISIN: US7433151039
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: STUART B. BURGDOERFER Mgmt For For
1B. ELECTION OF DIRECTOR: CHARLES A. DAVIS Mgmt For For
1C. ELECTION OF DIRECTOR: LAWTON W. FITT Mgmt For For
1D. ELECTION OF DIRECTOR: JEFFREY D. KELLY Mgmt For For
1E. ELECTION OF DIRECTOR: HEIDI G. MILLER, Mgmt For For
PH.D.
1F. ELECTION OF DIRECTOR: PATRICK H. NETTLES, Mgmt For For
PH.D.
1G. ELECTION OF DIRECTOR: GLENN M. RENWICK Mgmt For For
2. CAST AN ADVISORY VOTE TO APPROVE OUR Mgmt For For
EXECUTIVE COMPENSATION PROGRAM.
3. RATIFY THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2014.
--------------------------------------------------------------------------------------------------------------------------
THE WALT DISNEY COMPANY Agenda Number: 933918736
--------------------------------------------------------------------------------------------------------------------------
Security: 254687106
Meeting Type: Annual
Meeting Date: 18-Mar-2014
Ticker: DIS
ISIN: US2546871060
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: SUSAN E. ARNOLD Mgmt For For
1B. ELECTION OF DIRECTOR: JOHN S. CHEN Mgmt For For
1C. ELECTION OF DIRECTOR: JACK DORSEY Mgmt For For
1D. ELECTION OF DIRECTOR: ROBERT A. IGER Mgmt For For
1E. ELECTION OF DIRECTOR: FRED H. LANGHAMMER Mgmt For For
1F. ELECTION OF DIRECTOR: AYLWIN B. LEWIS Mgmt For For
1G. ELECTION OF DIRECTOR: MONICA C. LOZANO Mgmt For For
1H. ELECTION OF DIRECTOR: ROBERT W. MATSCHULLAT Mgmt For For
1I. ELECTION OF DIRECTOR: SHERYL K. SANDBERG Mgmt For For
1J. ELECTION OF DIRECTOR: ORIN C. SMITH Mgmt For For
2. TO RATIFY THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
REGISTERED PUBLIC ACCOUNTANTS FOR 2014.
3. TO APPROVE THE ADVISORY RESOLUTION ON Mgmt For For
EXECUTIVE COMPENSATION.
4. TO APPROVE AN AMENDMENT TO THE COMPANY'S Mgmt For For
RESTATED CERTIFICATE OF INCORPORATION.
5. TO APPROVE THE SHAREHOLDER PROPOSAL Shr For Against
RELATING TO PROXY ACCESS.
6. TO APPROVE THE SHAREHOLDER PROPOSAL Shr For Against
RELATING TO ACCELERATION OF EQUITY AWARDS.
--------------------------------------------------------------------------------------------------------------------------
UNILEVER NV, ROTTERDAM Agenda Number: 704725994
--------------------------------------------------------------------------------------------------------------------------
Security: N8981F271
Meeting Type: OGM
Meeting Date: 23-Oct-2013
Ticker:
ISIN: NL0000009355
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Opening and announcements Non-Voting
2 Report and annual accounts for the period 1 Non-Voting
July 2012 - 30 June 2013
3 Composition board Non-Voting
4 Any other business Non-Voting
5 Closing Non-Voting
CMMT PLEASE NOTE THAT THIS IS AN INFORMATIONAL Non-Voting
MEETING, AS THERE ARE NO PROPOSALS TO BE
VOTED ON. SHOULD YOU WISH TO ATTEND THE
MEETING PERSONALLY, YOU MAY REQUEST AN
ENTRANCE CARD. THANK YOU.
PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
ADDITION OF COMMENT.
--------------------------------------------------------------------------------------------------------------------------
UNITED TECHNOLOGIES CORPORATION Agenda Number: 933936378
--------------------------------------------------------------------------------------------------------------------------
Security: 913017109
Meeting Type: Annual
Meeting Date: 28-Apr-2014
Ticker: UTX
ISIN: US9130171096
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: LOUIS R. CHENEVERT Mgmt For For
1B. ELECTION OF DIRECTOR: JOHN V. FARACI Mgmt For For
1C. ELECTION OF DIRECTOR: JEAN-PIERRE GARNIER Mgmt For For
1D. ELECTION OF DIRECTOR: JAMIE S. GORELICK Mgmt For For
1E. ELECTION OF DIRECTOR: EDWARD A. KANGAS Mgmt For For
1F. ELECTION OF DIRECTOR: ELLEN J. KULLMAN Mgmt For For
1G. ELECTION OF DIRECTOR: MARSHALL O. LARSEN Mgmt For For
1H. ELECTION OF DIRECTOR: HAROLD MCGRAW III Mgmt For For
1I. ELECTION OF DIRECTOR: RICHARD B. MYERS Mgmt For For
1J. ELECTION OF DIRECTOR: H. PATRICK SWYGERT Mgmt For For
1K. ELECTION OF DIRECTOR: ANDRE VILLENEUVE Mgmt For For
1L. ELECTION OF DIRECTOR: CHRISTINE TODD Mgmt For For
WHITMAN
2. APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP Mgmt For For
AS INDEPENDENT AUDITOR FOR 2014
3. APPROVE AN AMENDMENT AND RESTATEMENT OF THE Mgmt For For
2005 LONG-TERM INCENTIVE PLAN, INCLUDING
APPROVAL OF ADDITIONAL SHARES FOR FUTURE
AWARDS
4. ADVISORY VOTE TO APPROVE THE COMPENSATION Mgmt For For
OF OUR NAMED EXECUTIVE OFFICERS
--------------------------------------------------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC, NEW YORK, NY Agenda Number: 705041971
--------------------------------------------------------------------------------------------------------------------------
Security: 92343V104
Meeting Type: AGM
Meeting Date: 01-May-2014
Ticker:
ISIN: US92343V1044
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Elect Director Shellye L. Archambeau Mgmt For For
1.2 Elect Director Richard L. Carrion Mgmt For For
1.3 Elect Director Melanie L. Healey Mgmt For For
1.4 Elect Director M. Frances Keeth Mgmt For For
1.5 Elect Director Robert W. Lane Mgmt For For
1.6 Elect Director Lowell C. McAdam Mgmt For For
1.7 Elect Director Donald T. Nicolaisen Mgmt For For
1.8 Elect Director Clarence Otis, Jr. Mgmt For For
1.9 Elect Director Rodney E. Slater Mgmt For For
1.10 Elect Director Kathryn A. Tesija Mgmt For For
1.11 Elect Director Gregory D. Wasson Mgmt For For
2 Ratification of Appointment of Independent Mgmt For For
Registered Public Accounting Firm
3 Advisory Vote to Approve Executive Mgmt For For
Compensation
4 Proposal to Implement Proxy Access Mgmt For For
5 PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against For
SHAREHOLDER PROPOSAL: Network Neutrally
6 PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against For
SHAREHOLDER PROPOSAL: Lobbying Activities
7 PLEASE NOTE THAT THIS RESOLUTION IS A Shr For Against
SHAREHOLDER PROPOSAL: Severance Approval
Policy
8 PLEASE NOTE THAT THIS RESOLUTION IS A Shr For Against
SHAREHOLDER PROPOSAL: Shareholder Right to
Call a Special Meeting
9 PLEASE NOTE THAT THIS RESOLUTION IS A Shr For Against
SHAREHOLDER PROPOSAL: Shareholder Right to
Act by Written Consent
10 PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against For
SHAREHOLDER PROPOSAL: Proxy Voting
Authority
CMMT 26 MAR 2014: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE MODIFICATION OF TEXT OF
RESOLUTION 6. 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
--------------------------------------------------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC. Agenda Number: 933908735
--------------------------------------------------------------------------------------------------------------------------
Security: 92343V104
Meeting Type: Special
Meeting Date: 28-Jan-2014
Ticker: VZ
ISIN: US92343V1044
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. APPROVE THE ISSUANCE OF UP TO APPROXIMATELY Mgmt For For
1.28 BILLION SHARES OF VERIZON COMMON STOCK
TO VODAFONE ORDINARY SHAREHOLDERS IN
CONNECTION WITH VERIZON'S ACQUISITION OF
VODAFONE'S INDIRECT 45% INTEREST IN VERIZON
WIRELESS
2. APPROVE AN AMENDMENT TO ARTICLE 4(A) OF Mgmt For For
VERIZON'S RESTATED CERTIFICATE OF
INCORPORATION TO INCREASE VERIZON'S
AUTHORIZED SHARES OF COMMON STOCK BY 2
BILLION SHARES TO AN AGGREGATE OF 6.25
BILLION AUTHORIZED SHARES OF COMMON STOCK
3. APPROVE THE ADJOURNMENT OF THE SPECIAL Mgmt For For
MEETING TO SOLICIT ADDITIONAL VOTES AND
PROXIES IF THERE ARE INSUFFICIENT VOTES AT
THE TIME OF THE SPECIAL MEETING TO APPROVE
THE ABOVE PROPOSALS
--------------------------------------------------------------------------------------------------------------------------
VISA INC. Agenda Number: 933909066
--------------------------------------------------------------------------------------------------------------------------
Security: 92826C839
Meeting Type: Annual
Meeting Date: 29-Jan-2014
Ticker: V
ISIN: US92826C8394
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: MARY B. CRANSTON Mgmt For For
1B. ELECTION OF DIRECTOR: FRANCISCO JAVIER Mgmt For For
FERNANDEZ-CARBAJAL
1C. ELECTION OF DIRECTOR: ALFRED F. KELLY, JR. Mgmt For For
1D. ELECTION OF DIRECTOR: ROBERT W. MATSCHULLAT Mgmt For For
1E. ELECTION OF DIRECTOR: CATHY E. MINEHAN Mgmt For For
1F. ELECTION OF DIRECTOR: SUZANNE NORA JOHNSON Mgmt For For
1G. ELECTION OF DIRECTOR: DAVID J. PANG Mgmt For For
1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF Mgmt For For
1I. ELECTION OF DIRECTOR: WILLIAM S. SHANAHAN Mgmt For For
1J. ELECTION OF DIRECTOR: JOHN A.C. SWAINSON Mgmt For For
1K. ELECTION OF DIRECTOR: MAYNARD G. WEBB, JR. Mgmt For For
2. APPROVAL, ON AN ADVISORY BASIS, OF THE Mgmt For For
COMPENSATION OF THE COMPANY'S NAMED
EXECUTIVE OFFICERS.
3. RATIFICATION OF THE APPOINTMENT OF KPMG LLP Mgmt For For
AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR
2014.
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VODAFONE GROUP PLC, NEWBURY BERKSHIRE Agenda Number: 704601512
--------------------------------------------------------------------------------------------------------------------------
Security: G93882135
Meeting Type: AGM
Meeting Date: 23-Jul-2013
Ticker:
ISIN: GB00B16GWD56
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Accept Financial Statements and Statutory Mgmt For For
Reports
2 Re-elect Gerard Kleisterlee as Director Mgmt For For
3 Re-elect Vittorio Colao as Director Mgmt For For
4 Re-elect Andy Halford as Director Mgmt For For
5 Re-elect Stephen Pusey as Director Mgmt For For
6 Re-elect Renee James as Director Mgmt For For
7 Re-elect Alan Jebson as Director Mgmt For For
8 Re-elect Samuel Jonah as Director Mgmt For For
9 Elect Omid Kordestani as Director Mgmt For For
10 Re-elect Nick Land as Director Mgmt For For
11 Re-elect Anne Lauvergeon as Director Mgmt For For
12 Re-elect Luc Vandevelde as Director Mgmt For For
13 Re-elect Anthony Watson as Director Mgmt For For
14 Re-elect Philip Yea as Director Mgmt For For
15 Approve Final Dividend Mgmt For For
16 Approve Remuneration Report Mgmt For For
17 Reappoint Deloitte LLP as Auditors Mgmt For For
18 Authorise the Audit and Risk Committee to Mgmt For For
Fix Remuneration of Auditors
19 Authorise Issue of Equity with Pre-emptive Mgmt For For
Rights
20 Authorise Issue of Equity without Mgmt For For
Pre-emptive Rights
21 Authorise Market Purchase of Ordinary Mgmt For For
Shares
22 Authorise EU Political Donations and Mgmt For For
Expenditure
23 Authorise the Company to Call EGM with Two Mgmt For For
Weeks' Notice
--------------------------------------------------------------------------------------------------------------------------
VODAFONE GROUP PLC, NEWBURY BERKSHIRE Agenda Number: 704896565
--------------------------------------------------------------------------------------------------------------------------
Security: G93882135
Meeting Type: CRT
Meeting Date: 28-Jan-2014
Ticker:
ISIN: GB00B16GWD56
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT ABSTAIN IS NOT A VALID Non-Voting
VOTE OPTION FOR THIS MEETING TYPE. PLEASE
CHOOSE BETWEEN "FOR" AND "AGAINST" ONLY.
SHOULD YOU CHOOSE TO VOTE ABSTAIN FOR THIS
MEETING THEN YOUR VOTE WILL BE DISREGARDED
BY THE ISSUER OR ISSUERS AGENT.
1 To approve the proposed Scheme referred to Mgmt For For
in the Circular dated on or about 10
December 2013
--------------------------------------------------------------------------------------------------------------------------
VODAFONE GROUP PLC, NEWBURY BERKSHIRE Agenda Number: 704896541
--------------------------------------------------------------------------------------------------------------------------
Security: G93882135
Meeting Type: OGM
Meeting Date: 28-Jan-2014
Ticker:
ISIN: GB00B16GWD56
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To approve the Verizon Wireless Transaction Mgmt For For
and the Vodafone Italy Transaction
2 To approve the New Articles of Association, Mgmt For For
the Capital Reductions, the Return of Value
and the Share Consolidation and certain
related matters pursuant to the Scheme
3 To authorise the Company to purchase Its Mgmt For For
own shares
4 To authorise the Directors to take all Mgmt For For
necessary and appropriate actions in
relation to Resolutions 1-3
* Management position unknown
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
(Registrant) Eaton Vance Tax-Managed Diversified Equity Income Fund
By (Signature) /s/ Walter A. Row, III
Name Walter A. Row, III
Title President
Date 08/20/2014