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 811-05003
---------
BLUE CHIP VALUE FUND, INC.
--------------------------------------------------
(Exact name of registrant as specified in charter)
1225 Seventeenth Street, 26th Floor
Denver, CO 80202
---------------------------------------------------
(Address of principal executive offices) (Zip code)
Michael P. Malloy, Drinker Biddle & Reath LLP, One Logan Square,
18th & Cherry Streets, Philadelphia, PA 19103
----------------------------------------------------------------
(Name and address of agent for service)
Registrant's telephone number, including area code: 800-624-4190
------------
Date of fiscal year end: December 31
-----------
Date of reporting period: July 1, 2009 - June 30, 2010
----------------------------
# |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor |
1.1 |
Elect Director R.J. Alpern |
For |
For |
Management |
1.2 |
Elect Director R.S. Austin |
For |
For |
Management |
1.3 |
Elect Director W.M. Daley |
For |
Withhold |
Management |
1.4 |
Elect Director W.J. Farrell |
For |
Withhold |
Management |
1.5 |
Elect Director H.L. Fuller |
For |
Withhold |
Management |
1.6 |
Elect Director W.A. Osborn |
For |
Withhold |
Management |
1.7 |
Elect Director D.A.L. Owen |
For |
For |
Management |
1.8 |
Elect Director R.S. Roberts |
For |
For |
Management |
1.9 |
Elect Director S.C. Scott, III |
For |
For |
Management |
1.10 |
Elect Director W.D. Smithburg |
For |
Withhold |
Management |
1.11 |
Elect Director G.F. Tilton |
For |
For |
Management |
1.12 |
Elect Director M.D. White |
For |
For |
Management |
2 |
Ratify Auditors |
For |
For |
Management |
3 |
Advisory Vote to Ratify Named Executive |
Against |
For |
Shareholder |
|
Officers' Compensation |
|
|
|
4 |
Amend Articles/Bylaws/Charter -- Call |
Against |
For |
Shareholder |
|
Special Meetings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Abstentions and Broker Non-Votes |
|
|
|
3.1 |
Approve Annual Report |
For |
For |
Management |
3.2 |
Accept Statutory Financial Statements |
For |
For |
Management |
3.3 |
Accept Consolidated Financial |
For |
For |
Management |
|
Statements |
|
|
|
4 |
Approve Allocation of Income and |
For |
For |
Management |
|
Omission of Dividends |
|
|
|
5 |
Approve Discharge of Board and Senior |
For |
For |
Management |
|
Management |
|
|
|
6 |
Approve Creation of CHF 4.4 Billion |
For |
For |
Management |
|
Pool of Capital without Preemptive |
|
|
|
|
Rights |
|
|
|
7.1 |
Ratify PricewaterhouseCoopers AG as |
For |
For |
Management |
|
Auditors |
|
|
|
7.2 |
Ratify PricewaterhouseCoopers LLC as |
For |
For |
Management |
|
Independent Registered Public |
|
|
|
|
Accounting Firm |
|
|
|
7.3 |
Ratify BDO AG as Special Auditors |
For |
For |
Management |
8 |
Amend 2004 Long-Term Incentive Plan |
For |
Against |
Management |
9 |
Approve Reduction in Share Capital and |
For |
For |
Management |
|
Capital Repayment of $1.32 per Share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
# |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor |
1 |
Elect Director John P. Daane |
For |
For |
Management |
2 |
Elect Director Robert J. Finocchio, Jr. |
For |
For |
Management |
3 |
Elect Director Kevin McGarity |
For |
For |
Management |
4 |
Elect Director T. Michael Nevens |
For |
For |
Management |
5 |
Elect Director Krish A. Prabhu |
For |
For |
Management |
6 |
Elect Director John Shoemaker |
For |
For |
Management |
7 |
Elect Director Susan Wang |
For |
For |
Management |
8 |
Amend Omnibus Stock Plan |
For |
For |
Management |
9 |
Amend Omnibus Stock Plan |
For |
For |
Management |
10 |
Amend Qualified Employee Stock Purchase |
For |
For |
Management |
|
Plan |
|
|
|
11 |
Ratify Auditors |
For |
For |
Management |
12 |
Reduce Supermajority Vote Requirement |
Against |
For |
Shareholder |
|
|
|
|
|
|
|
|
|
|
|
2 |
Elect Director Frank J. Biondi, Jr. |
For |
For |
Management |
3 |
Elect Director Francois De Carbonnel |
For |
For |
Management |
4 |
Elect Director Jerry D. Choate |
For |
For |
Management |
5 |
Elect Director Dr. Vance D. Coffman |
For |
For |
Management |
6 |
Elect Director Frederick W. Gluck |
For |
For |
Management |
7 |
Elect Director Dr. Rebecca M. Henderson For |
For |
Management |
8 |
Elect Director Frank C. Herringer |
For |
For |
Management |
9 |
Elect Director Dr. Gilbert S. Omenn |
For |
For |
Management |
10 |
Elect Director Judith C. Pelham |
For |
For |
Management |
11 |
Elect Director Adm. J. Paul Reason, USN |
For |
For |
Management |
|
(Retired) |
|
|
|
12 |
Elect Director Leonard D. Schaeffer |
For |
For |
Management |
13 |
Elect Director Kevin W. Sharer |
For |
For |
Management |
14 |
Ratify Auditors |
For |
For |
Management |
15 |
Provide Right to Act by Written Consent |
Against |
For |
Shareholder |
16 |
Stock Retention/Holding Period |
Against |
For |
Shareholder |
|
|
|
|
|
|
# |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor |
1.1 |
Elect Director John A. Hayes |
For |
For |
Management |
1.2 |
Elect Director Hanno C. Fiedler |
For |
Withhold |
Management |
1.3 |
Elect Director John F. Lehman |
For |
Withhold |
Management |
1.4 |
Elect Director Georgia R. Nelson |
For |
Withhold |
Management |
1.5 |
Elect Director Erik H. van der Kaay |
For |
Withhold |
Management |
2 |
Ratify Auditors |
For |
For |
Management |
3 |
Approve Omnibus Stock Plan |
For |
For |
Management |
4 |
Advisory Vote to Ratify Named Executive |
Against |
For |
Shareholder |
|
Officers' Compensation |
|
|
|
5 |
Submit Shareholder Rights Plan (Poison |
Against |
For |
Shareholder |
|
Pill) to Shareholder Vote |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
# |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor |
1 |
Elect Director Susan S. Bies |
For |
For |
Management |
2 |
Elect Director William P. Boardman |
For |
For |
Management |
3 |
Elect Director Frank P. Bramble, Sr. |
For |
For |
Management |
4 |
Elect Director Virgis W. Colbert |
For |
For |
Management |
5 |
Elect Director Charles K. Gifford |
For |
For |
Management |
6 |
Elect Director Charles O.
Holliday, Jr. |
For |
For |
Management |
7 |
Elect Director D. Paul Jones, Jr. |
For |
For |
Management |
8 |
Elect Director Monica C. Lozano |
For |
For |
Management |
9 |
Elect Director Thomas J. May |
For |
For |
Management |
10 |
Elect Director Brian T. Moynihan |
For |
For |
Management |
11 |
Elect Director Donald E. Powell |
For |
For |
Management |
12 |
Elect Director Charles O. Rossotti |
For |
For |
Management |
13 |
Elect Director Robert W. Scully |
For |
For |
Management |
14 |
Ratify Auditors |
For |
For |
Management |
15 |
Increase Authorized Common Stock |
For |
For |
Management |
16 |
Advisory Vote to Ratify Named Executive |
For |
For |
Management |
|
Officers' Compensation |
|
|
|
17 |
Amend Omnibus Stock Plan |
For |
For |
Management |
18 |
Report on Government Service of |
Against |
Against |
Shareholder |
|
Employees |
|
|
|
19 |
TARP Related Compensation |
Against |
For |
Shareholder |
20 |
Amend Articles/Bylaws/Charter -- Call |
Against |
For |
Shareholder |
|
Special Meetings |
|
|
|
21 |
Advisory Vote to Ratify Named Executive |
Against |
For |
Shareholder |
|
Officers' Compensation |
|
|
|
22 |
Adopt Policy on Succession Planning |
Against |
For |
Shareholder |
23 |
Report on Collateral in Derivatives |
Against |
For |
Shareholder |
|
Trading |
|
|
|
24 |
Claw-back of Payments under |
Against |
For |
Shareholder |
|
Restatements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
# |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor |
1.1 |
Elect Director Ruth E. Bruch |
For |
For |
Management |
1.2 |
Elect Director Nicholas M. Donofrio |
For |
For |
Management |
1.3 |
Elect Director Gerald L. Hassell |
For |
For |
Management |
1.4 |
Elect Director Edmund F. Kelly |
For |
For |
Management |
1.5 |
Elect Director Robert P. Kelly |
For |
For |
Management |
1.6 |
Elect Director Richard J. Kogan |
For |
For |
Management |
1.7 |
Elect Director Michael J. Kowalski |
For |
For |
Management |
1.8 |
Elect Director John A. Luke, Jr. |
For |
For |
Management |
1.9 |
Elect Director Robert Mehrabian |
For |
For |
Management |
1.10 |
Elect Director Mark A. Nordenberg |
For |
For |
Management |
1.11 |
Elect Director Catherine A. Rein |
For |
For |
Management |
1.12 |
Elect Director William C. Richardson |
For |
For |
Management |
1.13 |
Elect Director Samuel C. Scott III |
For |
For |
Management |
1.14 |
Elect Director John P. Surma |
For |
For |
Management |
1.15 |
Elect Director Wesley W. von Schack |
For |
For |
Management |
2 |
Advisory Vote to Ratify Named
Executive |
For |
For |
Management |
|
Officers' Compensation |
|
|
|
3 |
Ratify Auditors |
For |
For |
Management |
4 |
Provide for Cumulative Voting |
Against |
For |
Shareholder |
5 |
Stock Retention/Holding Period |
Against |
For |
Shareholder |
6 |
Submit Severance Agreement |
Against |
For |
Shareholder |
|
(Change-in-Control) to Shareholder Vote |
|
|
|
|
|
|
|
|
|
|
|
|
|
# |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor |
1.1 |
Elect Director Edmund M. Carpenter |
For |
For |
Management |
1.2 |
Elect Director Paul R. Charron |
For |
For |
Management |
1.3 |
Elect Director Douglas R. Conant |
For |
For |
Management |
1.4 |
Elect Director Bennett Dorrance |
For |
For |
Management |
1.5 |
Elect Director Harvey Golub |
For |
For |
Management |
1.6 |
Elect Director Lawrence C. Karlson |
For |
For |
Management |
1.7 |
Elect Director Randall W. Larrimore |
For |
For |
Management |
1.8 |
Elect Director Mary Alice D. Malone |
For |
For |
Management |
1.9 |
Elect Director Sara Mathew |
For |
For |
Management |
1.10 |
Elect Director William D. Perez |
For |
For |
Management |
1.11 |
Elect Director Charles R. Perrin |
For |
For |
Management |
1.12 |
Elect Director A. Barry Rand |
For |
For |
Management |
1.13 |
Elect Director Nick Schreiber |
For |
For |
Management |
1.14 |
Elect Director Archbold D. Van Beuren |
For |
For |
Management |
1.15 |
Elect Director Les C. Vinney |
For |
For |
Management |
1.16 |
Elect Director Charlotte C. Weber |
For |
For |
Management |
2 |
Ratify Auditors |
For |
For |
Management |
3 |
Amend Executive Incentive Bonus Plan |
For |
For |
Management |
|
|
|
|
|
# |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor |
1 |
Elect Director Carol A. Bartz |
For |
For |
Management |
2 |
Elect Director M. Michele Burns |
For |
For |
Management |
3 |
Elect Director Michael D. Capellas |
For |
For |
Management |
4 |
Elect Director Larry R. Carter |
For |
For |
Management |
5 |
Elect Director John T. Chambers |
For |
For |
Management |
6 |
Elect Director Brian L. Halla |
For |
For |
Management |
7 |
Elect Director John L. Hennessy |
For |
For |
Management |
8 |
Elect Director Richard M. Kovacevich |
For |
For |
Management |
9 |
Elect Director Roderick C. McGeary |
For |
For |
Management |
10 |
Elect Director Michael K. Powell |
For |
For |
Management |
11 |
Elect Director Arun Sarin |
For |
For |
Management |
12 |
Elect Director Steven M. West |
For |
For |
Management |
13 |
Elect Director Jerry Yang |
For |
For |
Management |
14 |
Amend Omnibus Stock Plan |
For |
For |
Management |
15 |
Amend Qualified Employee Stock
Purchase |
For |
For |
Management |
|
Plan |
|
|
|
16 |
Ratify Auditors |
For |
For |
Management |
17 |
Amend Bylaws to Establish a Board |
Against |
Against |
Shareholder |
|
Committee on Human Rights |
|
|
|
18 |
Advisory Vote to Ratify Named Executive |
Against |
For |
Shareholder |
|
Officers' Compensation |
|
|
|
19 |
Report on Internet Fragmentation |
Against |
For |
Shareholder |
|
|
|
|
|
|
|
|
|
|
|
# |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor |
1 |
Elect Director John T. Cahill |
For |
For |
Management |
2 |
Elect Director Ian Cook |
For |
For |
Management |
3 |
Elect Director Helene D. Gayle |
For |
For |
Management |
4 |
Elect Director Ellen M. Hancock |
For |
For |
Management |
5 |
Elect Director Joseph Jimenez |
For |
For |
Management |
6 |
Elect Director David W. Johnson |
For |
For |
Management |
7 |
Elect Director Richard J. Kogan |
For |
For |
Management |
8 |
Elect Director Delano E. Lewis |
For |
For |
Management |
9 |
Elect Director J. Pedro Reinhard |
For |
For |
Management |
10 |
Elect Director Stephen I. Sadove |
For |
For |
Management |
11 |
Ratify Auditors |
For |
For |
Management |
12 |
Advisory Vote to Ratify Named Executive |
For |
For |
Management |
|
Officers' Compensation |
|
|
|
|
|
|
|
|
# |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor |
1.1 |
Elect Director Irving W. Bailey, II |
For |
For |
Management |
1.2 |
Elect Director David J. Barram |
For |
For |
Management |
1.3 |
Elect Director Stephen L. Baum |
For |
For |
Management |
1.4 |
Elect Director Rodney F. Chase |
For |
For |
Management |
1.5 |
Elect Director Judith R. Haberkorn |
For |
For |
Management |
1.6 |
Elect Director Michael W. Laphen |
For |
For |
Management |
1.7 |
Elect Director F. Warren McFarlan |
For |
For |
Management |
1.8 |
Elect Director Chong Sup Park |
For |
For |
Management |
1.9 |
Elect Director Thomas H. Patrick |
For |
For |
Management |
2 |
Ratify Auditors |
For |
For |
Management |
|
|
|
|
|
|
|
|
|
|
|
# |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor |
1.1 |
Elect Director Leonard L. Berry |
For |
For |
Management |
1.2 |
Elect Director Odie C. Donald |
For |
For |
Management |
1.3 |
Elect Director Christopher J. Fraleigh |
For |
For |
Management |
1.4 |
Elect Director David H. Hughes |
For |
For |
Management |
1.5 |
Elect Director Charles A Ledsinger, Jr |
For |
For |
Management |
1.6 |
Elect Director William M. Lewis, Jr. |
For |
For |
Management |
1.7 |
Elect Director Senator Connie Mack III |
For |
For |
Management |
1.8 |
Elect Director Andrew H. (Drew) Madsen |
For |
For |
Management |
1.9 |
Elect Director Clarence Otis, Jr. |
For |
For |
Management |
1.10 |
Elect Director Michael D. Rose |
For |
For |
Management |
1.11 |
Elect Director Maria A. Sastre |
For |
For |
Management |
2 |
Ratify Auditors |
For |
For |
Management |
|
|
|
|
|
|
|
|
|
|
|
# |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor |
1.1 |
Elect Director James W. Breyer |
For |
For |
Management |
1.2 |
Elect Director Donald J. Carty |
For |
For |
Management |
1.3 |
Elect Director Michael S. Dell |
For |
For |
Management |
1.4 |
Elect Director William H. Gray, III |
For |
Withhold |
Management |
1.5 |
Elect Director Sallie L. Krawcheck |
For |
For |
Management |
1.6 |
Elect Director Judy C. Lewent |
For |
For |
Management |
1.7 |
Elect Director Thomas W. Luce, III |
For |
For |
Management |
1.8 |
Elect Director Klaus S. Luft |
For |
For |
Management |
1.9 |
Elect Director Alex J. Mandl |
For |
For |
Management |
1.10 |
Elect Director Sam Nunn |
For |
Withhold |
Management |
2 |
Ratify Auditors |
For |
For |
Management |
3 |
Reimburse Proxy Contest Expenses |
Against |
For |
Shareholder |
4 |
Reduce Supermajority Vote Requirement |
Against |
For |
Shareholder |
|
|
|
|
|
|
|
|
|
|
|
# |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor |
1.1 |
Elect Director A. George "Skip" Battle |
For |
For |
Management |
1.2 |
Elect Director Barry Diller |
For |
Withhold |
Management |
1.3 |
Elect Director Jonathan L. Dolgen |
For |
For |
Management |
1.4 |
Elect Director William R. Fitzgerald |
For |
Withhold |
Management |
1.5 |
Elect Director Craig A. Jacobson |
For |
For |
Management |
1.6 |
Elect Director Victor A. Kaufman |
For |
Withhold |
Management |
1.7 |
Elect Director Peter M. Kern |
For |
For |
Management |
1.8 |
Elect Director Dara Khosrowshahi |
For |
Withhold |
Management |
1.9 |
Elect Director John C. Malone |
For |
Withhold |
Management |
1.10 |
Elect Director Jose A. Tazon |
For |
For |
Management |
2 |
Ratify Auditors |
For |
For |
Management |
|
|
|
|
|
|
|
|
|
|
|
# |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor |
1.1 |
Elect Director M.J. Boskin |
For |
For |
Management |
1.2 |
Elect Director P. Brabeck-Letmathe |
For |
For |
Management |
1.3 |
Elect Director L.R. Faulkner |
For |
For |
Management |
1.4 |
Elect Director J.S. Fishman |
For |
For |
Management |
1.5 |
Elect Director K.C. Frazier |
For |
For |
Management |
1.6 |
Elect Director W.W. George |
For |
For |
Management |
1.7 |
Elect Director M.C. Nelson |
For |
For |
Management |
1.8 |
Elect Director S.J. Palmisano |
For |
For |
Management |
1.9 |
Elect Director S.C. Reinemund |
For |
For |
Management |
1.10 |
Elect Director R.W. Tillerson |
For |
For |
Management |
1.11 |
Elect Director E.E. Whitacre, Jr. |
For |
For |
Management |
2 |
Ratify Auditors |
For |
For |
Management |
3 |
Amend Articles/Bylaws/Charter -- Call |
Against |
For |
Shareholder |
|
Special Meetings |
|
|
|
4 |
Reincorporate in Another State [from |
Against |
Against |
Shareholder |
|
New Jersey to North Dakota] |
|
|
|
5 |
Advisory Vote to Ratify Named Executive |
Against |
For |
Shareholder |
|
Officers' Compensation |
|
|
|
6 |
Amend EEO Policy to Prohibit |
Against |
Against |
Shareholder |
|
Discrimination based on Sexual |
|
|
|
|
Orientation and Gender Identity |
|
|
|
7 |
Adopt Policy on Human Right to Water |
Against |
Against |
Shareholder |
8 |
Adopt Policy to Address Coastal |
Against |
Against |
Shareholder |
|
Louisiana Environmental Impacts |
|
|
|
9 |
Report on Environmental Impact of Oil |
Against |
For |
Shareholder |
|
Sands Operations in Canada |
|
|
|
10 |
Report on Environmental Impacts of |
Against |
For |
Shareholder |
|
Natural Gas Fracturing |
|
|
|
11 |
Report on Energy Technologies |
Against |
Against |
Shareholder |
|
Development |
|
|
|
12 |
Adopt Quantitative GHG Goals from |
Against |
For |
Shareholder |
|
Products and Operations |
|
|
|
13 |
Report on Risks of Alternative |
Against |
Against |
Shareholder |
|
Long-term Fossil Fuel Demand Estimates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
# |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor |
1.1 |
Elect Director Howard Solomon |
For |
For |
Management |
1.2 |
Elect Director Lawrence S. Olanoff |
For |
For |
Management |
1.3 |
Elect Director Nesli Basgoz |
For |
For |
Management |
1.4 |
Elect Director William J. Candee |
For |
For |
Management |
1.5 |
Elect Director George S. Cohan |
For |
For |
Management |
1.6 |
Elect Director Dan L. Goldwasser |
For |
For |
Management |
1.7 |
Elect Director Kenneth E. Goodman |
For |
For |
Management |
1.8 |
Elect Director Lester B. Salans |
For |
For |
Management |
2 |
Advisory Vote to Ratify Named Executive |
For |
For |
Management |
|
Officers' Compensation |
|
|
|
3 |
Ratify Auditors |
For |
For |
Management |
|
|
|
|
|
|
|
|
|
|
|
# |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor |
1 |
Elect Director Charlene Barshefsky |
For |
For |
Management |
2 |
Elect Director Susan L. Decker |
For |
For |
Management |
3 |
Elect Director John J. Donahoe |
For |
For |
Management |
4 |
Elect Director Reed E. Hundt |
For |
For |
Management |
5 |
Elect Director Paul S. Otellini |
For |
For |
Management |
6 |
Elect Director James D. Plummer |
For |
For |
Management |
7 |
Elect Director David S. Pottruck |
For |
For |
Management |
8 |
Elect Director Jane E. Shaw |
For |
For |
Management |
9 |
Elect Director Frank D. Yeary |
For |
For |
Management |
10 |
Elect Director David B. Yoffie |
For |
For |
Management |
11 |
Ratify Auditors |
For |
For |
Management |
12 |
Advisory Vote to Ratify Named
Executive |
For |
For |
Management |
|
Officers' Compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
# |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor |
1 |
Elect Director A. J. P. Belda |
For |
For |
Management |
2 |
Elect Director C. Black |
For |
For |
Management |
3 |
Elect Director W. R. Brody |
For |
For |
Management |
4 |
Elect Director K. I. Chenault |
For |
For |
Management |
5 |
Elect Director M. L. Eskew |
For |
For |
Management |
6 |
Elect Director S. A. Jackson |
For |
For |
Management |
7 |
Elect Director A. N. Liveris |
For |
For |
Management |
8 |
Elect Director W. J. McNerney, Jr. |
For |
For |
Management |
9 |
Elect Director T. Nishimuro |
For |
For |
Management |
10 |
Elect Director J. W. Owens |
For |
For |
Management |
11 |
Elect Director S. J. Palmisano |
For |
For |
Management |
12 |
Elect Director J. E. Spero |
For |
For |
Management |
13 |
Elect Director S. Taurel |
For |
For |
Management |
14 |
Elect Director L. H. Zambrano |
For |
For |
Management |
1.4 |
Elect Director Ralph F. Hake |
For |
For |
Management |
1.5 |
Elect Director John J. Hamre |
For |
For |
Management |
1.6 |
Elect Director Paul J. Kern |
For |
For |
Management |
1.7 |
Elect Director Frank T. MacInnis |
For |
For |
Management |
1.8 |
Elect Director Surya N. Mohapatra |
For |
For |
Management |
1.9 |
Elect Director Linda S. Sanford |
For |
For |
Management |
1.10 |
Elect Director Markos I. Tambakeras |
For |
For |
Management |
2 |
Ratify Auditors |
For |
For |
Management |
3 |
Report on Foreign Military Sales |
Against |
Against |
Shareholder |
4 |
Amend Articles/Bylaws/Charter -- Call |
Against |
For |
Shareholder |
|
Special Meetings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
# |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor |
1.1 |
Elect Director Crandall C. Bowles |
For |
For |
Management |
1.2 |
Elect Director Stephen B. Burke |
For |
For |
Management |
1.3 |
Elect Director David M. Cote |
For |
For |
Management |
1.4 |
Elect Director James S. Crown |
For |
For |
Management |
1.5 |
Elect Director James Dimon |
For |
For |
Management |
1.6 |
Elect Director Ellen V. Futter |
For |
For |
Management |
1.7 |
Elect Director William H. Gray, III |
For |
For |
Management |
1.8 |
Elect Director Laban P. Jackson, Jr. |
For |
For |
Management |
1.9 |
Elect Director David C. Novak |
For |
For |
Management |
1.10 |
Elect Director Lee R. Raymond |
For |
For |
Management |
1.11 |
Elect Director William C. Weldon |
For |
For |
Management |
2 |
Ratify Auditors |
For |
For |
Management |
3 |
Advisory Vote to Ratify Named
Executive |
For |
For |
Management |
|
Officers' Compensation |
|
|
|
4 |
Affirm Political Non-Partisanship |
Against |
Against |
Shareholder |
5 |
Amend Bylaws-- Call Special Meetings |
Against |
For |
Shareholder |
6 |
Report on Collateral in Derivatives |
Against |
For |
Shareholder |
|
Trading |
|
|
|
7 |
Provide Right to Act by Written Consent |
Against |
For |
Shareholder |
8 |
Require Independent Board Chairman |
Against |
For |
Shareholder |
9 |
Report on Pay Disparity |
Against |
Against |
Shareholder |
10 |
Stock Retention/Holding Period |
Against |
For |
Shareholder |
|
|
|
|
|
|
|
|
|
|
|
1.3 |
Elect Director Meyer Feldberg |
For |
For |
Management |
1.4 |
Elect Director Sara Levinson |
For |
For |
Management |
1.5 |
Elect Director Terry J. Lundgren |
For |
For |
Management |
1.6 |
Elect Director Joseph Neubauer |
For |
For |
Management |
1.7 |
Elect Director Joseph A. Pichler |
For |
For |
Management |
1.8 |
Elect Director Joyce M. Roche |
For |
For |
Management |
1.9 |
Elect Director Craig E. Weatherup |
For |
For |
Management |
1.10 |
Elect Director Marna C. Whittington |
For |
For |
Management |
2 |
Ratify Auditors |
For |
For |
Management |
3 |
Amend Certificate of Incorporation to |
For |
For |
Management |
|
Reduce Supermajority Vote Requirements |
|
|
|
|
and Eliminate Certain Provisions |
|
|
|
4 |
Require a Majority Vote for the |
Against |
For |
Shareholder |
|
Election of Directors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
# |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor |
1 |
Elect Director Gregory H. Boyce |
For |
For |
Management |
2 |
Elect Director Clarence P. Cazalot, Jr. |
For |
For |
Management |
3 |
Elect Director David A. Daberko |
For |
For |
Management |
4 |
Elect Director William L. Davis |
For |
For |
Management |
5 |
Elect Director Shirley Ann Jackson |
For |
For |
Management |
6 |
Elect Director Philip Lader |
For |
For |
Management |
7 |
Elect Director Charles R. Lee |
For |
For |
Management |
8 |
Elect Director Michael E. J. Phelps |
For |
For |
Management |
9 |
Elect Director Dennis H. Reilley |
For |
For |
Management |
10 |
Elect Director Seth E. Schofield |
For |
For |
Management |
11 |
Elect Director John W. Snow |
For |
For |
Management |
12 |
Elect Director Thomas J. Usher |
For |
For |
Management |
13 |
Ratify Auditors |
For |
For |
Management |
14 |
Amend Articles/Bylaws/Charter -- Call |
Against |
For |
Shareholder |
|
Special Meetings |
|
|
|
15 |
Advisory Vote to Ratify Named Executive |
Against |
For |
Shareholder |
|
Officers' Compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
5 |
Elect Director Reed Hastings |
For |
For |
Management |
6 |
Elect Director Maria Klawe |
For |
For |
Management |
7 |
Elect Director David F. Marquardt |
For |
For |
Management |
8 |
Elect Director Charles H. Noski |
For |
For |
Management |
9 |
Elect Director Helmut Panke |
For |
For |
Management |
10 |
Ratify Auditors |
For |
For |
Management |
11 |
Permit Right to Call Special Meeting |
For |
For |
Management |
12 |
Advisory Vote to Ratify Named
Executive |
For |
For |
Management |
|
Officers' Compensation |
|
|
|
13 |
Adopt Principles for Health Care Reform |
Against |
Against |
Shareholder |
14 |
Report on Charitable Contributions |
Against |
Against |
Shareholder |
|
|
|
|
|
|
2 |
Calling the Meeting to Order |
None |
None |
Management |
3 |
Designate Inspector or Shareholder |
None |
None |
Management |
|
Representative(s) of Minutes of Meeting |
|
|
|
4 |
Acknowledge Proper Convening of
Meeting |
None |
None |
Management |
5 |
Prepare and Approve List of |
None |
None |
Management |
|
Shareholders |
|
|
|
6 |
Receive Financial Statements and |
None |
None |
Management |
|
Statutory Reports, the Board's Report, |
|
|
|
|
and the Auditor's Report; Receive |
|
|
|
|
Review by the CEO |
|
|
|
7 |
Accept Financial Statements and |
For |
For |
Management |
|
Statutory Reports |
|
|
|
8 |
Approve Allocation of Income and |
For |
For |
Management |
|
Dividends of EUR 0.40 Per Share |
|
|
|
9 |
Approve Discharge of Board and |
For |
For |
Management |
|
President |
|
|
|
10 |
Approve Remuneration of Directors in |
For |
For |
Management |
|
the Amount of EUR 440,000 for Chairman, |
|
|
|
|
EUR 150,000 for Vice Chairman, and EUR |
|
|
|
|
130,000 for Other Directors; Approve |
|
|
|
|
Remuneration for Committee Work |
|
|
|
11 |
Fix Number of Directors at 10 |
For |
For |
Management |
12 |
Reelect Lalita Gupte, Bengt Holmstrom, |
For |
For |
Management |
|
Henning Kagermann, Olli-Pekka |
|
|
|
|
Kallasvuo, Per Karlsson, Isabel |
|
|
|
|
Marey-Semper, Jorma Ollila, Marjorie |
|
|
|
|
Scardino, Risto Siilasmaa, and Keijo |
|
|
|
|
Suila as Directors |
|
|
|
13 |
Approve Remuneration of Auditors |
For |
For |
Management |
14 |
Ratify PricewaterhouseCoopers as |
For |
For |
Management |
|
Auditors |
|
|
|
15 |
Amend Articles Re: Amend Corporate |
For |
For |
Management |
|
Purpose; Amend Method of Convening |
|
|
|
|
General Meetings |
|
|
|
16 |
Authorize Repurchase of up to 360 |
For |
For |
Management |
|
Million Issued Shares |
|
|
|
17 |
Approve Issuance of up to 740 Million |
For |
For |
Management |
|
Shares without Preemptive Rights |
|
|
|
18 |
Close Meeting |
None |
None |
Management |
|
|
|
|
|
|
|
|
|
|
|
# |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor |
1 |
Elect Director Spencer Abraham |
For |
Against |
Management |
2 |
Elect Director John S. Chalsty |
For |
Against |
Management |
3 |
Elect Director Stephen I. Chazen |
For |
For |
Management |
4 |
Elect Director Edward P. Djerejian |
For |
Against |
Management |
5 |
Elect Director John E. Feick |
For |
Against |
Management |
6 |
Elect Director Carlos M. Gutierrez |
For |
Against |
Management |
7 |
Elect Director Ray R. Irani |
For |
Against |
Management |
8 |
Elect Director Irvin W. Maloney |
For |
Against |
Management |
9 |
Elect Director Avedick B. Poladian |
For |
Against |
Management |
10 |
Elect Director Rodolfo Segovia |
For |
Against |
Management |
11 |
Elect Director Aziz D. Syriani |
For |
Against |
Management |
12 |
Elect Director Rosemary Tomich |
For |
Against |
Management |
13 |
Elect Director Walter L. Weisman |
For |
Against |
Management |
14 |
Ratify Auditors |
For |
For |
Management |
15 |
Amend Omnibus Stock Plan |
For |
For |
Management |
16 |
Advisory Vote to Ratify Named Executive |
For |
Against |
Management |
|
Officers' Compensation |
|
|
|
17 |
Limit Executive Compensation |
Against |
Against |
Shareholder |
18 |
Require Independent Board Chairman |
Against |
For |
Shareholder |
19 |
Amend Articles/Bylaws/Charter -- Call |
Against |
For |
Shareholder |
|
Special Meetings |
|
|
|
20 |
Report on Host Country Social and |
Against |
Against |
Shareholder |
|
Environmental Laws |
|
|
|
21 |
Require a Majority Vote for the |
Against |
For |
Shareholder |
|
Election of Directors |
|
|
|
22 |
Report on Policy for Increasing Safety |
Against |
Against |
Shareholder |
|
by Reducing Hazardous Substance Usage |
|
|
|
|
and Re-locating Facilities |
|
|
|
23 |
Double Trigger on Equity Plans |
Against |
For |
Shareholder |
|
|
|
|
|
|
5 |
Elect Director W. Don Cornwell |
For |
For |
Management |
6 |
Elect Director Frances D. Fergusson |
For |
For |
Management |
7 |
Elect Director William H. Gray III |
For |
For |
Management |
8 |
Elect Director Constance J. Horner |
For |
For |
Management |
9 |
Elect Director James M. Kilts |
For |
For |
Management |
10 |
Elect Director Jeffrey B. Kindler |
For |
For |
Management |
11 |
Elect Director George A. Lorch |
For |
For |
Management |
12 |
Elect Director John P. Mascotte |
For |
For |
Management |
13 |
Elect Director Suzanne Nora Johnson |
For |
For |
Management |
14 |
Elect Director Stephen W. Sanger |
For |
For |
Management |
15 |
Elect Director William C. Steere, Jr. |
For |
For |
Management |
16 |
Ratify Auditors |
For |
For |
Management |
17 |
Advisory Vote to Ratify Named Executive |
For |
For |
Management |
|
Officers' Compensation |
|
|
|
18 |
Provide Right to Call Special Meeting |
For |
For |
Management |
19 |
Prohibit Executive Stock-Based Awards |
Against |
Against |
Shareholder |
|
|
|
|
|
|
|
|
|
|
|
# |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor |
1.1 |
Elect Director Barbara T. Alexander |
For |
For |
Management |
1.2 |
Elect Director Stephen M. Bennett |
For |
For |
Management |
1.3 |
Elect Director Donald G. Cruickshank |
For |
For |
Management |
1.4 |
Elect Director Raymond V. Dittamore |
For |
For |
Management |
1.5 |
Elect Director Thomas W. Horton |
For |
For |
Management |
1.6 |
Elect Director Irwin Mark Jacobs |
For |
For |
Management |
1.7 |
Elect Director Paul E. Jacobs |
For |
For |
Management |
1.8 |
Elect Director Robert E. Kahn |
For |
For |
Management |
1.9 |
Elect Director Sherry Lansing |
For |
For |
Management |
1.10 |
Elect Director Duane A. Nelles |
For |
For |
Management |
|
|
|
|
|
# |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor |
1.1 |
Elect Director James R. Ball |
For |
For |
Management |
1.2 |
Elect Director John R. Colson |
For |
For |
Management |
1.3 |
Elect Director J. Michal Conaway |
For |
For |
Management |
1.4 |
Elect Director Ralph R. DiSibio |
For |
For |
Management |
1.5 |
Elect Director Bernard Fried |
For |
For |
Management |
1.6 |
Elect Director Louis C. Golm |
For |
For |
Management |
1.7 |
Elect Director Worthing F. Jackman |
For |
For |
Management |
1.8 |
Elect Director Bruce Ranck |
For |
For |
Management |
1.9 |
Elect Director John R. Wilson |
For |
For |
Management |
1.10 |
Elect Director Pat Wood, III |
For |
For |
Management |
2 |
Ratify Auditors |
For |
For |
Management |
3 |
Require a Majority Vote for the |
Against |
For |
Shareholder |
|
Election of Directors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
# |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor |
1 |
Elect Director Vernon E. Clark |
For |
For |
Management |
2 |
Elect Director John M. Deutch |
For |
For |
Management |
3 |
Elect Director Stephen J. Hadley |
For |
For |
Management |
4 |
Elect Director Frederic M. Poses |
For |
For |
Management |
5 |
Elect Director Michael C. Ruettgers |
For |
For |
Management |
6 |
Elect Director Ronald L. Skates |
For |
For |
Management |
7 |
Elect Director William R. Spivey |
For |
For |
Management |
8 |
Elect Director Linda G. Stuntz |
For |
For |
Management |
9 |
Elect Director William H. Swanson |
For |
For |
Management |
10 |
Ratify Auditors |
For |
For |
Management |
11 |
Provide Right to Call Special Meeting |
For |
For |
Management |
12 |
Approve Omnibus Stock Plan |
For |
For |
Management |
13 |
Advisory Vote to Ratify Named Executive |
Against |
For |
Shareholder |
|
Officers' Compensation |
|
|
|
14 |
Submit SERP to Shareholder Vote |
Against |
For |
Shareholder |
15 |
Provide Right to Act by Written Consent |
Against |
For |
Shareholder |
|
|
|
|
|
|
|
|
|
# |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor |
1 |
Elect Director Robert M. Beall, II |
For |
For |
Management |
2 |
Elect Director Alston D. Correll |
For |
For |
Management |
3 |
Elect Director Jeffrey C. Crowe |
For |
For |
Management |
4 |
Elect Director Patricia C. Frist |
For |
For |
Management |
5 |
Elect Director Blake P. Garrett, Jr. |
For |
For |
Management |
6 |
Elect Director David H. Hughes |
For |
For |
Management |
7 |
Elect Director M. Douglas Ivester |
For |
For |
Management |
8 |
Elect Director J. Hicks Lanier |
For |
For |
Management |
9 |
Elect Director William A. Linnenbringer |
For |
For |
Management |
10 |
Elect Director G. Gilmer Minor, III |
For |
For |
Management |
11 |
Elect Director Larry L. Prince |
For |
For |
Management |
12 |
Elect Director Frank S. Royal, M.D. |
For |
For |
Management |
13 |
Elect Director Thomas R. Watjen |
For |
For |
Management |
14 |
Elect Director James M. Wells, III |
For |
For |
Management |
15 |
Elect Director Karen Hastie Williams |
For |
For |
Management |
16 |
Elect Director Phail Wynn, Jr. |
For |
For |
Management |
17 |
Amend Management Incentive Bonus Plan |
For |
For |
Management |
18 |
Ratify Auditors |
For |
For |
Management |
19 |
Advisory Vote on Executive Compensation |
For |
For |
Management |
20 |
Prepare Sustainability Report |
Against |
For |
Shareholder |
|
|
|
|
|
|
|
|
|
|
|
# |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor |
1.1 |
Elect Director Michael A. Brown |
For |
For |
Management |
1.2 |
Elect Director William T. Coleman |
For |
For |
Management |
1.3 |
Elect Director Frank E. Dangeard |
For |
For |
Management |
1.4 |
Elect Director Geraldine B. Laybourne |
For |
For |
Management |
1.5 |
Elect Director David L. Mahoney |
For |
For |
Management |
1.6 |
Elect Director Robert S. Miller |
For |
For |
Management |
1.7 |
Elect Director Enrique Salem |
For |
For |
Management |
1.8 |
Elect Director Daniel H. Schulman |
For |
For |
Management |
1.9 |
Elect Director John W. Thompson |
For |
For |
Management |
1.10 |
Elect Director V. Paul Unruh |
For |
For |
Management |
2 |
Ratify Auditors |
For |
For |
Management |
3 |
Amend Articles/Bylaws/Charter -- Call |
Against |
For |
Shareholder |
|
Special Meetings |
|
|
|
|
|
|
|
|
|
|
|
|
|
# |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor |
1 |
Accept Financial Statements and |
For |
For |
Management |
|
Statutory Reports |
|
|
|
2 |
Approve Discharge of Board and Senior |
For |
For |
Management |
|
Management |
|
|
|
3 |
Approve Allocation of Income and |
For |
For |
Management |
|
Omission of Dividends |
|
|
|
4 |
Change Location of Registered Office to |
For |
For |
Management |
|
Steinhausen, Switzerland |
|
|
|
5 |
Approve Creation of CHF 2.5 Billion |
For |
Against |
Management |
|
Pool of Capital without Preemptive |
|
|
|
|
Rights |
|
|
|
6 |
Approve Reduction in Share Capital and |
For |
For |
Management |
|
Repayment of $3.11 per Share |
|
|
|
7 |
Amend Articles Re: Share Certificates |
For |
For |
Management |
|
due to New Swiss Federal Act on |
|
|
|
|
Intermediated Securities |
|
|
|
8a |
Elect Steven Newman as Director |
For |
For |
Management |
8b |
Reelect Thomas Carson as Director |
For |
For |
Management |
8c |
Reelect Robert Sprague as Director |
For |
For |
Management |
8d |
Reelect J. Michael Talbert as Director |
For |
For |
Management |
8e |
Reelect John Whitmire as Director |
For |
For |
Management |
9 |
Appointment Of Ernst & Young LLP as |
For |
For |
Management |
|
Independent Registered Public |
|
|
|
|
Accounting Firm for Fiscal Year 2010 |
|
|
|
10 |
Transact Other Business (Voting) |
For |
Against |
Management |
|
|
|
|
|
|
|
|
|
|
|
# |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor |
1.1 |
Elect Director Alan L. Beller |
For |
For |
Management |
1.2 |
Elect Director John H. Dasburg |
For |
For |
Management |
1.3 |
Elect Director Janet M. Dolan |
For |
For |
Management |
1.4 |
Elect Director Kenneth M. Duberstein |
For |
For |
Management |
1.5 |
Elect Director Jay S. Fishman |
For |
For |
Management |
1.6 |
Elect Director Lawrence G. Graev |
For |
For |
Management |
1.7 |
Elect Director Patricia L. Higgins |
For |
For |
Management |
1.8 |
Elect Director Thomas R. Hodgson |
For |
For |
Management |
1.9 |
Elect Director Cleve L. Killingsworth, |
For |
For |
Management |
|
Jr. |
|
|
|
1.10 |
Elect Director Blythe J. McGarvie |
For |
For |
Management |
1.11 |
Elect Director Donald J. Shepard |
For |
For |
Management |
1.12 |
Elect Director Laurie J. Thomsen |
For |
For |
Management |
2 |
Ratify Auditors |
For |
For |
Management |
|
|
|
|
|
|
|
|
|
|
# |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor |
1 |
Receive Report of Management Board |
None |
None |
Management |
|
(Non-Voting) |
|
|
|
2 |
Approve Financial Statements and |
For |
For |
Management |
|
Allocation of Income |
|
|
|
3 |
Approve Discharge of Executive |
For |
For |
Management |
|
Directors |
|
|
|
4 |
Approve Discharge of Non-Executive |
For |
For |
Management |
|
Directors |
|
|
|
5 |
Reelect P.G.J.M. Polman to Executive |
For |
For |
Management |
|
Board |
|
|
|
6 |
Elect R.J-M.S. Huet to Executive Board |
For |
For |
Management |
7 |
Reelect L.O. Fresco as Non-Executive |
For |
For |
Management |
|
Director |
|
|
|
8 |
Reelect A.M. Fudge as Non-Executive |
For |
For |
Management |
|
Director |
|
|
|
9 |
Reelect C.E. Golden as Non-Executive |
For |
For |
Management |
|
Director |
|
|
|
10 |
Reelect B.E. Grote as Non-Executive |
For |
For |
Management |
|
Director |
|
|
|
11 |
Reelect H. Nyasulu as Non-Executive |
For |
For |
Management |
|
Director |
|
|
|
12 |
Reelect K.J. Storm as Non-Executive |
For |
For |
Management |
|
Director |
|
|
|
13 |
Reelect M. Treschow as Non-Executive |
For |
For |
Management |
|
Director |
|
|
|
14 |
Reelect J. van der Veer as |
For |
For |
Management |
|
Non-Executive Director |
|
|
|
15 |
Elect P. Walsh as Non-Executive |
For |
For |
Management |
|
Director |
|
|
|
16 |
Elect M. Rifkind as Non-Executive |
For |
For |
Management |
|
Director |
|
|
|
17 |
Approve Management Co-Investment Plan |
For |
For |
Management |
18 |
Amend Performance Criteria of the |
For |
For |
Management |
|
Annual Bonus |
|
|
|
19 |
Amend Performance Criteria of the |
For |
For |
Management |
|
Long-Term Incentive Plan |
|
|
|
20 |
Approve Cancellation of 4 Percent |
For |
For |
Management |
|
Cumulative Preference Shares |
|
|
|
21 |
Authorize Repurchase of 6% Cumulative |
For |
For |
Management |
|
Preference Shares and 7% Cumulative |
|
|
|
|
Preference Shares |
|
|
|
22 |
Authorize Repurchase of Up to Ten |
For |
For |
Management |
|
Percent of Issued Share Capital |
|
|
|
23 |
Approve Authorization to Cancel |
For |
For |
Management |
|
Ordinary Shares |
|
|
|
24 |
Grant Board Authority to Issue Shares |
For |
For |
Management |
|
|
|
|
|
# |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor |
1 |
Elect Director Andrew H. Card, Jr. |
For |
For |
Management |
2 |
Elect Director Erroll B. Davis, Jr. |
For |
For |
Management |
3 |
Elect Director Thomas J. Donohue |
For |
For |
Management |
4 |
Elect Director Archie W. Dunham |
For |
For |
Management |
5 |
Elect Director Judith Richards Hope |
For |
For |
Management |
6 |
Elect Director Charles C. Krulak |
For |
For |
Management |
7 |
Elect Director Michael R. McCarthy |
For |
For |
Management |
8 |
Elect Director Michael W. McConnell |
For |
For |
Management |
9 |
Elect Director Thomas F. McLarty III |
For |
For |
Management |
10 |
Elect Director Steven R. Rogel |
For |
For |
Management |
11 |
Elect Director Jose H. Villarreal |
For |
For |
Management |
12 |
Elect Director James R. Young |
For |
For |
Management |
13 |
Ratify Auditors |
For |
For |
Management |
14 |
Require Independent Board Chairman |
Against |
Against |
Shareholder |
15 |
Reduce Supermajority Vote Requirement |
Against |
For |
Shareholder |
|
|
|
|
|
|
# |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor |
1 |
Elect Director Susan E. Arnold |
For |
For |
Management |
2 |
Elect Director John E. Bryson |
For |
For |
Management |
3 |
Elect Director John S. Chen |
For |
For |
Management |
4 |
Elect Director Judith L. Estrin |
For |
For |
Management |
5 |
Elect Director Robert A. Iger |
For |
For |
Management |
6 |
Elect Director Steven P. Jobs |
For |
For |
Management |
7 |
Elect Director Fred H. Langhammer |
For |
For |
Management |
8 |
Elect Director Aylwin B. Lewis |
For |
For |
Management |
9 |
Elect Director Monica C. Lozano |
For |
For |
Management |
10 |
Elect Director Robert W. Matschullat |
For |
For |
Management |
11 |
Elect Director John E. Pepper, Jr. |
For |
For |
Management |
12 |
Elect Director Sheryl Sandberg |
For |
For |
Management |
13 |
Elect Director Orin C. Smith |
For |
For |
Management |
14 |
Ratify Auditors |
For |
For |
Management |
15 |
Amend Omnibus Stock Plan |
For |
Against |
Management |
16 |
Reduce Supermajority Vote Requirement |
For |
For |
Management |
17 |
Reduce Supermajority Vote Requirement |
For |
For |
Management |
18 |
Amend Articles of Incorporation to |
For |
For |
Management |
|
Delete Certain Tracking Stock |
|
|
|
|
Provisions |
|
|
|
19 |
Amend Articles of Incorporation to |
For |
For |
Management |
|
Delete Classified Board Transition |
|
|
|
|
Provisions |
|
|
|
20 |
Advisory Vote to Ratify Named Executive |
Against |
For |
Shareholder |
|
Officers' Compensation |
|
|
|
21 |
Amend EEO Policy to Prohibit |
Against |
Against |
Shareholder |
|
Discrimination Based on Ex-Gay Status |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
# |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor |
1 |
Approve Merger Agreement |
For |
For |
Management |
2 |
Adjourn Meeting |
For |
For |
Management |
3.1 |
Elect Director Robert M. Amen |
For |
Against |
Management |
3.2 |
Elect Director Michael J. Critelli |
For |
Against |
Management |
3.3 |
Elect Director Frances D. Fergusson |
For |
For |
Management |
3.4 |
Elect Director Victor F. Ganzi |
For |
Against |
Management |
3.5 |
Elect Director Robert Langer |
For |
For |
Management |
3.6 |
Elect Director John P. Mascotte |
For |
Against |
Management |
3.7 |
Elect Director Raymond J. McGuire |
For |
Against |
Management |
3.8 |
Elect Director Mary Lake Polan |
For |
For |
Management |
3.9 |
Elect Director Bernard Poussot |
For |
For |
Management |
3.10 |
Elect Director Gary L. Rogers |
For |
Against |
Management |
3.11 |
Elect Director John R. Torell III |
For |
For |
Management |
4 |
Ratify Auditors |
For |
For |
Management |
5 |
Report on Political Contributions |
Against |
For |
Shareholder |
6 |
Amend Articles/Bylaws/Charter -- Call
Special Meetings |
Against |
For |
Shareholder |