N-PX 1 franknpx201207.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



FORM N-PX


ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY


Investment Company Act file number 811-21532


Frank Funds

(Exact name of registrant as specified in charter)


312 E. 22nd Street #2B

New York, New York 10010

(Address of principal executive offices)

 (Zip code)


Brian J. Frank

Frank Capital Partners LLC

6 Stacy Court

Parsippany, New Jersey 07054


(Name and address of agent for service)


Copies to:

JoAnn M. Strasser

Thompson Hine LLP

312 Walnut Street, 14th Floor

Cincinnati, Ohio 45202


Registrant's telephone number, including area code: 973-887-7698


Date of fiscal year end: June 30


Date of reporting period: June 30, 2012


Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (Sections 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4).  The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking notes.


A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public.  A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number.  Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609.  The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507.


ITEM 1. PROXY VOTING RECORD:


Disclose the following information for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect to which the registrant was entitled to vote:


(a).

The name of the issuer of the portfolio security;

(b).

The exchange ticker symbol of the portfolio security;

(c).

The Council on Uniform Securities Identification Procedures ("CUSIP") number for the portfolio security;

(d).

The shareholder meeting date;

(e).

A brief identification of the matter voted on;

(f).

Whether the matter was proposed by the issuer or by a security holder;

(g).

Whether the Registrant cast its vote on the matter;

(h).

How the Registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and

(i).

Whether the Registrant cast its vote for or against management.




Frank Value Fund

AMERICAN EXPRESS COMPANY

Ticker Symbol:AXP Cusip Number:025816-109
Record Date: 3/1/2012 Meeting Date: 4/30/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR 1) C. BARSHEFSKY 2) U.M. BURNS 3) K.I. CHENAULT 4) P. CHERNIN 5) T.J. LEONSIS 6) J. LESCHLY 7) R.C. LEVIN 8) R.A. MCGINN 9) E.D. MILLER 10) S.S REINEMUND 11) R.D. WALTER 12) R.A. WILLIAMS For Issuer For With
2 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012. For Issuer For With
3 ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION. For Issuer For With
4 APPROVAL OF PERFORMANCE GOALS AND AWARD LIMITS UNDER 2007 INCENTIVE COMPENSATION PLAN. For Issuer For With
5 SHAREHOLDER PROPOSAL RELATING TO CUMULATIVE VOTING FOR DIRECTORS. Against Stockholder Against With
6 SHAREHOLDER PROPOSAL RELATING TO SEPARATION OF CHAIRMAN AND CEO ROLES. Against Stockholder Against With

BERKSHIRE HATHAWAY INC.

Ticker Symbol:BRK Cusip Number:084670-702
Record Date: 3/7/2012 Meeting Date: 5/5/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR 1) WARREN E. BUFFETT 2) CHARLES T. MUNGER 3) HOWARD G. BUFFETT 4) STEPHEN B. BURKE 5) SUSAN L. DECKER 6) WILLIAM H. GATES III 7) DAVID S. GOTTESMAN 8) CHARLOTTE GUYMAN 9) DONALD R. KEOUGH 10) THOMAS S. MURPHY 11) RONALD L. OLSON 12) WALTER SCOTT, JR. For Issuer For With
2 SHAREHOLDER PROPOSAL REGARDING SUCCESSION PLANNING. Against Issuer Against With

BEST BUY CO., INC.

Ticker Symbol:BBY Cusip Number:086516-101
Record Date: 4/23/2012 Meeting Date: 6/21/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR 1) LISA M. CAPUTO 2) KATHY J. HIGGINS VICTOR 3) GERARD R. VITTECOQ For Issuer For With
2 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING FEBRUARY 2, 2013. For Issuer For With
3 TO CONDUCT AN ADVISORY VOTE TO APPROVE OUR NAMED EXECUTIVE OFFICER COMPENSATION. For Issuer For With
4 TO APPROVE AN INCREASE IN THE AVAILABLE NUMBER OF SHARES UNDER THE BEST BUY CO., INC. 2008 EMPLOYEE STOCK PURCHASE PLAN. For Issuer For With
5 TO VOTE ON A SHAREHOLDER PROPOSAL RECOMMENDING DECLASSIFICATION OF OUR BOARD OF DIRECTORS, IF PROPERLY PRESENTED AT THE MEETING. For Stockholder For With

CA INC

Ticker Symbol:CA Cusip Number:12673P-105
Record Date: 6/7/2011 Meeting Date: 8/3/2011
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director For Issuer For With
2 RATIFY APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING MARCH 31, 2012. For Issuer For With
3 TO APPROVE, BY NON-BINDING VOTE, THE COMPENSATION OF NAMED EXECUTIVE OFFICERS. For Issuer For With
4 TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF THE ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS. For Issuer For With
5 TO APPROVE THE CA, INC. 2011 INCENTIVE PLAN. For Issuer For With
6 TO APPROVE THE CA, INC. 2012 EMPLOYEE STOCK PURCHASE PLAN For Issuer For With

CAREER EDUCATION CORPORATION

Ticker Symbol:CECO Cusip Number:141665-109
Record Date: 3/21/2012 Meeting Date: 5/17/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1.1 ELECTION OF DIRECTOR: DENNIS H. CHOOKASZIAN For Issuer For With
1.2 ELECTION OF DIRECTOR: DAVID W. DEVONSHIRE For Issuer For With
1.3 ELECTION OF DIRECTOR: PATRICK W. GROSS For Issuer For With
1.4 ELECTION OF DIRECTOR: GREGORY L. JACKSON For Issuer For With
1.5 ELECTION OF DIRECTOR: THOMAS B. LALLY For Issuer For With
1.6 ELECTION OF DIRECTOR: STEVEN H. LESNIK For Issuer For With
1.7 ELECTION OF DIRECTOR: LESLIE T. THORNTON For Issuer For With
2 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION PAID BY THE COMPANY TO ITS NAMED EXECUTIVE OFFICERS. For Issuer For With
3 APPROVAL OF AMENDMENT TO THE CAREER EDUCATION CORPORATION RESTATED CERTIFICATE OF INCORPORATION TO EXPAND THE MAXIMUM NUMBER OF DIRECTOR POSITIONS FROM NINE TO ELEVEN. For Issuer For With
4 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2012. For Issuer For With

CISCO SYSTEMS, INC.

Ticker Symbol:CSCO Cusip Number:17275R-102
Record Date: 10/10/2011 Meeting Date: 12/7/2011
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: CAROL A. BARTZ Against Issuer For Against
1B ELECTION OF DIRECTOR: M. MICHELE BURNS For Issuer For With
1C ELECTION OF DIRECTOR: MICHAEL D. CAPELLAS For Issuer For With
1D ELECTION OF DIRECTOR: LARRY R. CARTER For Issuer For With
1E ELECTION OF DIRECTOR: JOHN T. CHAMBERS For Issuer For With
1F ELECTION OF DIRECTOR: BRIAN L. HALLA For Issuer For With
1G ELECTION OF DIRECTOR: DR. JOHN L. HENNESSY For Issuer For With
1H ELECTION OF DIRECTOR: RICHARD M. KOVACEVICH For Issuer For With
1I ELECTION OF DIRECTOR: RODERICK C. MCGEARY For Issuer For With
1J ELECTION OF DIRECTOR: ARUN SARIN For Issuer For With
1K ELECTION OF DIRECTOR: STEVEN M. WEST For Issuer For With
1L ELECTION OF DIRECTOR: JERRY YANG Against Issuer For Against
2 APPROVAL OF AMENDMENT AND RESTATEMENT OF THE CISCO 2005 STOCK INCENTIVE PLAN. Against Issuer For Against
3 APPROVAL, ON AN ADVISORY BASIS, OF EXECUTIVE COMPENSATION. For Issuer For With
4 RECOMMENDATION, ON AN ADVISORY BASIS, ON THE FREQUENCY OF EXECUTIVE COMPENSATION VOTES. For Issuer For With
5 RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2012. For Issuer For With
6 APPROVAL TO AMEND CISCO'S BYLAWS TO ESTABLISH A BOARD COMMITTEE ON ENVIRONMENTAL SUSTAINABILITY. Against Issuer Against With
7 APPROVAL TO REQUIRE THE BOARD TO PUBLISH INTERNET FRAGMENTATION REPORT TO SHAREHOLDERS WITHIN SIX MONTHS. Against Issuer Against With
8 APPROVAL TO REQUIRE THAT CISCO EXECUTIVES RETAIN A SIGNIFICANT PERCENTAGE OF STOCK UNTIL TWO YEARS FOLLOWING TERMINATION. Against Issuer Against With

DELL INC

Ticker Symbol:DELL Cusip Number:24702R-101
Record Date: 5/20/2011 Meeting Date: 7/15/2011
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director For Issuer For With
2 RATIFICATION OF SELECTION OF PRICEWATERHOUSECOOPERS LLP AS DELL'S INDEPENDENT AUDITOR FOR FISCAL 2012 For Issuer For With
3 APPROVAL, ON AN ADVISORY BASIS, OF DELL'S COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT For Issuer For With
4 ADVISORY VOTE ON WHETHER FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION SHOULD OCCUR EVERY 1 YEAR, EVERY 2 YEARS OR EVERY 3 YEARS For Issuer For With
5 INDEPENDENT CHAIRMAN Against Stockholder Against With
6 STOCKHOLDER ACTION BY WRITTEN CONSENT Against Stockholder Against With
7 DECLARATION OF DIVIDENDS Against Stockholder Against With

DSW, INC.

Ticker Symbol:DSW Cusip Number:23334L-102
Record Date: 4/17/2012 Meeting Date: 6/14/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1.1 ELECTION OF DIRECTOR: JAY L. SCHOTTENSTEIN For Issuer For With
1.2 ELECTION OF DIRECTOR: MICHAEL R. MACDONALD For Issuer For With
1.3 ELECTION OF DIRECTOR: PHILIP B. MILLER For Issuer For With
2 TO APPROVE, BY NON-BINDING VOTE, NAMED OFFICER EXECUTIVE COMPENSATION. For Issuer For With

EBAY INC.

Ticker Symbol:EBAY Cusip Number:278642-103
Record Date: 3/8/2012 Meeting Date: 4/26/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: MARC L. ANDREESSEN For Issuer For With
1B ELECTION OF DIRECTOR: WILLIAM C. FORD, JR. For Issuer For With
1C ELECTION OF DIRECTOR: DAWN G. LEPORE For Issuer For With
1D ELECTION OF DIRECTOR: KATHLEEN C. MITIC For Issuer For With
1E ELECTION OF DIRECTOR: PIERRE M. OMIDYAR For Issuer For With
2 TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS For Issuer For With
3 APPROVE AMENDMENT & RESTATEMENT OF 2008 EQUITY INCENTIVE AWARD PLAN, INCLUDING AN AMENDMENT TO INCREASE THE AGGREGATE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE UNDER PLAN BY 16.5 MILLION SHARES Against Issuer For Against
4 TO APPROVE OUR EMPLOYEE STOCK PURCHASE PLAN. For Issuer For With
5 TO ADOPT AND APPROVE AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY OUR BOARD OF DIRECTORS AND PROVIDE FOR THE ANNUAL ELECTION OF DIRECTORS. For Issuer For With
6 AMENDMENT TO OUR AMENDED & RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE STOCKHOLDERS WITH THE RIGHT TO CALL A SPECIAL MEETING For Issuer For With
7 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITORS FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2012 For Issuer For With

GOOGLE INC.

Ticker Symbol:GOOG Cusip Number:38259P-508
Record Date: 4/23/2012 Meeting Date: 6/21/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 ELECTION OF DIRECTORS. NOMINEES: 1) LARRY PAGE 2) SERGEY BRIN 3) ERIC E. SCHMIDT 4) L. JOHN DOERR 5) DIANE B. GREENE 6) JOHN L. HENNESSY 7) ANN MATHER 8) PAUL S. OTELLINI 9) K. RAM SHRIRAM 10) SHIRLEY M. TILGHMAN Against Issuer For Against
2 THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS GOOGLE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. For Issuer For With
3A PROPOSAL 3 - THE APPROVAL OF THE ADOPTION OF GOOGLE'S FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION*: THE APPROVAL OF THE ADOPTION OF AMENDMENTS TO GOOGLE'S THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ESTABLISH THE CLASS C CAPITAL STOCK AND TO MAKE CERTAIN CLARIFYING CHANGES. Against Issuer For Against
3B THE APPROVAL OF THE ADOPTION OF AMENDMENTS TO GOOGLE'S THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF CLASS A COMMON STOCK FROM 6 BILLION TO 9 BILLION. Against Issuer For Against
3C THE APPROVAL OF THE ADOPTION OF AMENDMENTS TO GOOGLE'S THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE TREATMENT OF SHARES OF CLASS A COMMON STOCK IN A MANNER THAT IS AT LEAST AS FAVORABLE AS THE SHARES OF CLASS B COMMON STOCK. * EACH OF THE PROPOSALS COMPRISING PROPOSAL 3 IS CROSS-CONDITIONED UPON THE APPROVAL BY OUR STOCKHOLDERS OF ALL OF THE PROPOSALS COMPRISING PROPOSAL 3. NONE OF PROPOSALS 3A, 3B, OR 3C WILL BE DEEMED APPROVED UNLESS ALL OF THEM ARE APPROVED. THE APPROVAL OF EACH OF THE PROPOSALS COMPRISING PROPOSAL 3 SHALL CONSTITUTE THE REQUISITE APPROVAL OF THE ADOPTION OF GOOGLE'S FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AS REQUIRED BY DELAWARE LAW. Against Issuer For Against
4 THE APPROVAL OF GOOGLE'S 2012 STOCK PLAN. Against Issuer For Against
5 THE APPROVAL OF GOOGLE'S 2012 INCENTIVE COMPENSATION PLAN FOR EMPLOYEES AND CONSULTANTS OF MOTOROLA MOBILITY. Against Issuer For Against
6 A STOCKHOLDER PROPOSAL REGARDING AN ADVISORY VOTE ON POLITICAL CONTRIBUTIONS, IF PROPERLY PRESENTED AT THE MEETING. Against Stockholder Against With
7 A STOCKHOLDER PROPOSAL REGARDING MANDATORY ARBITRATION OF CERTAIN SHAREHOLDER CLAIMS, IF PROPERLY PRESENTED AT THE MEETING. Against Stockholder Against With
8 A STOCKHOLDER PROPOSAL REGARDING EQUAL SHAREHOLDER VOTING, IF PROPERLY PRESENTED AT THE MEETING. Against Stockholder Against With

H&R BLOCK, INC.

Ticker Symbol:HRB Cusip Number:093671-105
Record Date: 7/12/2011 Meeting Date: 9/14/2011
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: PAUL J. BROWN For Issuer For With
1B ELECTION OF DIRECTOR: WILLIAM C. COBB For Issuer For With
1C ELECTION OF DIRECTOR: MARVIN R. ELLISON For Issuer For With
1D ELECTION OF DIRECTOR: ROBERT A. GERARD For Issuer For With
1E ELECTION OF DIRECTOR: DAVID B. LEWIS For Issuer For With
1F ELECTION OF DIRECTOR: VICTORIA J. REICH For Issuer For With
1G ELECTION OF DIRECTOR: BRUCE C. ROHDE For Issuer For With
1H ELECTION OF DIRECTOR: TOM D. SEIP For Issuer For With
1I ELECTION OF DIRECTOR: CHRISTIANNA WOOD For Issuer For With
1J ELECTION OF DIRECTOR: JAMES F. WRIGHT For Issuer For With
2 THE APPROVAL OF AN ADVISORY PROPOSAL ON THE COMPANY'S EXECUTIVE COMPENSATION. For Issuer For With
3 THE APPROVAL OF AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPANY'S EXECUTIVE COMPENSATION. For Issuer For With
4 THE APPROVAL OF AN AMENDMENT TO THE 2008 DEFERRED STOCK UNIT PLAN FOR OUTSIDE DIRECTORS. Against Issuer For Against
5 THE APPROVAL OF THE MATERIAL TERMS OF PERFORMANCE GOALS FOR PERFORMANCE SHARES ISSUED. For Issuer For With
6 RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT ACCOUNTANTS FOR FISCAL YEAR ENDING APRIL 30, 2012. For Issuer For With

HUMANA INC.

Ticker Symbol:HUM Cusip Number:444859-102
Record Date: 2/27/2012 Meeting Date: 4/26/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: FRANK A. D'AMELIO For Issuer For With
1B ELECTION OF DIRECTOR: W. ROY DUNBAR For Issuer For With
1C ELECTION OF DIRECTOR: KURT J. HILZINGER For Issuer For With
1D ELECTION OF DIRECTOR: DAVID A. JONES, JR For Issuer For With
1E ELECTION OF DIRECTOR: MICHAEL B. MCCALLISTER For Issuer For With
1F ELECTION OF DIRECTOR: WILLIAM J. MCDONALD For Issuer For With
1G ELECTION OF DIRECTOR: WILLIAM E. MITCHELL For Issuer For With
1H ELECTION OF DIRECTOR: DAVID B. NASH, M.D. For Issuer For With
1I ELECTION OF DIRECTOR: JAMES J. O'BRIEN For Issuer For With
1J ELECTION OF DIRECTOR: MARISSA T. PETERSON For Issuer For With
2 THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. For Issuer For With
3 THE APPROVAL OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE 2012 PROXY STATEMENT. For Issuer For With

INTEL CORPORATION

Ticker Symbol:INTC Cusip Number:458140-100
Record Date: 3/19/2012 Meeting Date: 5/17/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: CHARLENE BARSHEFSKY For Issuer For With
1B ELECTION OF DIRECTOR: ANDY D. BRYANT For Issuer For With
1C ELECTION OF DIRECTOR: SUSAN L. DECKER For Issuer For With
1D ELECTION OF DIRECTOR: JOHN J. DONAHOE For Issuer For With
1E ELECTION OF DIRECTOR: REED E. HUNDT For Issuer For With
1F ELECTION OF DIRECTOR: PAUL S. OTELLINI For Issuer For With
1G ELECTION OF DIRECTOR: JAMES D. PLUMMER For Issuer For With
1H ELECTION OF DIRECTOR: DAVID S. POTTRUCK For Issuer For With
1I ELECTION OF DIRECTOR: FRANK D. YEARY For Issuer For With
1J ELECTION OF DIRECTOR: DAVID B. YOFFIE For Issuer For With
2 RATIFICATION OF SELECTION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR CURRENT YEAR For Issuer For With
3 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION For Issuer For With
4 STOCKHOLDER PROPOSAL: WHETHER TO HOLD AN ADVISORY VOTE ON POLITICAL CONTRIBUTIONS Against Stockholder Against With

J2 GLOBAL INC

Ticker Symbol:JCOM Cusip Number:48123V-102
Record Date: 3/20/2012 Meeting Date: 5/10/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR 1) DOUGLAS Y. BECH 2) ROBERT J. CRESCI 3) W. BRIAN KRETZMER 4) RICHARD S. RESSLER 5) STEPHEN ROSS 6) MICHAEL P. SCHULHOF For Issuer For With
2 TO RATIFY THE APPOINTMENT OF SINGERLEWAK LLP TO SERVE AS THE COMPANY'S INDEPENDENT AUDITORS FOR FISCAL 2012. For Issuer For With
3 TO APPROVE, IN AN ADVISORY VOTE, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. For Issuer For With
4 TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY POSTPONEMENTS OR ADJOURNMENTS THEREOF. For Issuer For With

MANTECH INTERNATIONAL CORP.

Ticker Symbol:MANT Cusip Number:564563-104
Record Date: 3/15/2012 Meeting Date: 5/10/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR 1) GEORGE J. PEDERSEN 2) RICHARD L. ARMITAGE 3) MARY K. BUSH 4) BARRY G. CAMPBELL 5) W.R. FATZINGER, JR. 6) DAVID E. JEREMIAH 7) RICHARD J. KERR 8) KENNETH A. MINIHAN 9) STEPHEN W. PORTER For Issuer For With
2 RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP TO SERVE AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. For Issuer For With

MASTERCARD INCORPORATED

Ticker Symbol:MA Cusip Number:57636Q-104
Record Date: 4/10/2012 Meeting Date: 6/5/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: AJAY BANGA For Issuer For With
1B ELECTION OF DIRECTOR: DAVID R. CARLUCCI For Issuer For With
1C ELECTION OF DIRECTOR: STEVEN J. FREIBERG For Issuer For With
1D ELECTION OF DIRECTOR: RICHARD HAYTHORNTHWAITE For Issuer For With
1E ELECTION OF DIRECTOR: MARC OLIVIE For Issuer For With
1F ELECTION OF DIRECTOR: RIMA QURESHI For Issuer For With
1G ELECTION OF DIRECTOR: MARK SCHWARTZ For Issuer For With
1H ELECTION OF DIRECTOR: JACKSON P. TAI For Issuer For With
2 ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION For Issuer For With
3 APPROVAL OF THE COMPANY'S AMENDED AND RESTATED 2006 NON-EMPLOYEE DIRECTOR EQUITY COMPENSATION PLAN For Issuer For With
4 APPROVAL OF THE COMPANY'S AMENDED AND RESTATED 2006 LONG TERM INCENTIVE PLAN For Issuer For With
5 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR 2012 For Issuer For With

MICROSOFT CORPORATION

Ticker Symbol:MSFT Cusip Number:594918-104
Record Date: 9/2/2011 Meeting Date: 11/15/2011
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 ELECTION OF DIRECTOR: STEVEN A. BALLMER For Issuer For With
10 ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION. For Issuer For With
11 ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION. For Issuer For With
12 RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITOR. For Issuer For With
13 SHAREHOLDER PROPOSAL 1. ESTABLISHMENT OF A BOARD COMMITTEE ON ENVIRONMENTAL SUSTAINABILITY. Against Stockholder Against With
2 ELECTION OF DIRECTOR: DINA DUBLON For Issuer For With
3 ELECTION OF DIRECTOR: WILLIAM H. GATES III For Issuer For With
4 ELECTION OF DIRECTOR: RAYMOND V. GILMARTIN For Issuer For With
5 ELECTION OF DIRECTOR: REED HASTINGS For Issuer For With
6 ELECTION OF DIRECTOR: MARIA M. KLAWE For Issuer For With
7 ELECTION OF DIRECTOR: DAVID F. MARQUARDT For Issuer For With
8 ELECTION OF DIRECTOR: CHARLES H. NOSKI For Issuer For With
9 ELECTION OF DIRECTOR: HELMUT PANKE For Issuer For With

NEUSTAR, INC.

Ticker Symbol:NSR Cusip Number:64126X-201
Record Date: 4/24/2012 Meeting Date: 6/20/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: ROSS K. IRELAND For Issuer For With
1B ELECTION OF DIRECTOR: PAUL A. LACOUTURE For Issuer For With
1C ELECTION OF DIRECTOR: MICHAEL J. ROWNY For Issuer For With
2 RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012. For Issuer For With
3 ADVISORY VOTE TO APPROVE THE COMPANY'S EXECUTIVE COMPENSATION. For Issuer For With
4 APPROVAL OF THE AMENDED AND RESTATED NEUSTAR, INC. 2009 STOCK INCENTIVE PLAN. For Issuer For With
5 APPROVAL OF THE NEUSTAR, INC. EMPLOYEE STOCK PURCHASE PLAN. For Issuer For With

PETMED EXPRESS, INC

Ticker Symbol:PETS Cusip Number:716382-106
Record Date: 6/3/2011 Meeting Date: 7/29/2011
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director For Issuer For With
2 AN ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION. For Issuer For With
3 AN ADVISORY (NON-BINDING) VOTE ON THE FREQUENCY OF HOLDING AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. For Issuer For With
4 TO RATIFY THE APPOINTMENT OF MCGLADREY & PULLEN, LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY TO SERVE FOR THE 2012 FISCAL YEAR. For Issuer For With

PFIZER INC.

Ticker Symbol:PFE Cusip Number:717081-103
Record Date: 2/28/2012 Meeting Date: 4/26/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: DENNIS A. AUSIELLO For Issuer For With
1B ELECTION OF DIRECTOR: M. ANTHONY BURNS For Issuer For With
1C ELECTION OF DIRECTOR: W. DON CORNWELL For Issuer For With
1D ELECTION OF DIRECTOR: FRANCES D. FERGUSSON For Issuer For With
1E ELECTION OF DIRECTOR: WILLIAM H. GRAY, III For Issuer For With
1F ELECTION OF DIRECTOR: HELEN H. HOBBS For Issuer For With
1G ELECTION OF DIRECTOR: CONSTANCE J. HORNER For Issuer For With
1H ELECTION OF DIRECTOR: JAMES M. KILTS For Issuer For With
1I ELECTION OF DIRECTOR: GEORGE A. LORCH For Issuer For With
1J ELECTION OF DIRECTOR: JOHN P. MASCOTTE For Issuer For With
1K ELECTION OF DIRECTOR: SUZANNE NORA JOHNSON For Issuer For With
1L ELECTION OF DIRECTOR: IAN C. READ For Issuer For With
1M ELECTION OF DIRECTOR: STEPHEN W. SANGER For Issuer For With
1N ELECTION OF DIRECTOR: MARC TESSIERLAVIGNE For Issuer For With
2 RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012. For Issuer For With
3 ADVISORY APPROVAL OF EXECUTIVE COMPENSATION. For Issuer For With
4 SHAREHOLDER PROPOSAL REGARDING PUBLICATION OF POLITICAL CONTRIBUTIONS. Against Stockholder Against With
5 SHAREHOLDER PROPOSAL REGARDING ACTION BY WRITTEN CONSENT. Against Stockholder Against With
6 SHAREHOLDER PROPOSAL REGARDING SPECIAL SHAREHOLDER MEETINGS. Against Stockholder Against With
7 SHAREHOLDER PROPOSAL REGARDING ADVISORY VOTE ON DIRECTOR PAY. Against Stockholder Against With

PRESTIGE BRANDS HOLDINGS INC

Ticker Symbol:PBH Cusip Number:74112D-101
Record Date: 6/17/2011 Meeting Date: 8/2/2011
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director For Issuer For With
2 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF PRESTIGE BRANDS HOLDINGS, INC. FOR THE FISCAL YEAR ENDING MARCH 31, 2012. For Issuer For With
3 SAY ON PAY - AN ADVISORY VOTE ON THE RESOLUTION TO APPROVE THE COMPENSATION OF PRESTIGE BRANDS HOLDINGS, INC.'S NAMED EXECUTIVE OFFICERS. For Issuer For With
4 SAY WHEN ON PAY - AN ADVISORY VOTE ON THE FREQUENCY OF STOCKHOLDER VOTES ON EXECUTIVE COMPENSATION. For Issuer For With

SAIC, INC.

Ticker Symbol:SAI Cusip Number:78390X-101
Record Date: 4/16/2012 Meeting Date: 6/15/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: FRANCE A. CORDOVA For Issuer For With
1B ELECTION OF DIRECTOR: JERE A. DRUMMOND For Issuer For With
1C ELECTION OF DIRECTOR: THOMAS F. FRIST, III For Issuer For With
1D ELECTION OF DIRECTOR: JOHN J. HAMRE For Issuer For With
1E ELECTION OF DIRECTOR: MIRIAM E. JOHN For Issuer For With
1F ELECTION OF DIRECTOR: ANITA K. JONES For Issuer For With
1G ELECTION OF DIRECTOR: JOHN P. JUMPER For Issuer For With
1H ELECTION OF DIRECTOR: HARRY M.J. KRAEMER, JR. For Issuer For With
1I ELECTION OF DIRECTOR: LAWRENCE C. NUSSDORF For Issuer For With
1J ELECTION OF DIRECTOR: EDWARD J. SANDERSON, JR. For Issuer For With
1K ELECTION OF DIRECTOR: A. THOMAS YOUNG For Issuer For With
2 APPROVE THE MERGER OF SAIC WITH AND INTO ITS WHOLLY-OWNED SUBSIDIARY, SCIENCE APPLICATIONS INTERNATIONAL CORPORATION. For Issuer For With
3 APPROVE AMENDMENTS TO OUR 2006 EQUITY INCENTIVE PLAN. For Issuer For With
4 APPROVE, BY AN ADVISORY VOTE, EXECUTIVE COMPENSATION. For Issuer For With
5 RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 31, 2013. For Issuer For With
6 STOCKHOLDER PROPOSAL REGARDING ACTION BY WRITTEN CONSENT. Against Stockholder Against With

THE CATO CORPORATION

Ticker Symbol:CATO Cusip Number:149205-106
Record Date: 3/27/2012 Meeting Date: 5/24/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR 1) JOHN P.D. CATO 2) THOMAS E. MECKLEY 3) BAILEY W. PATRICK For Issuer For With
2 PROPOSAL TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT AUDITOR FOR FISCAL YEAR ENDING FEBRUARY 2, 2013. For Issuer For With
3 IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF. For Issuer For With

THE DUN & BRADSTREET CORPORATION

Ticker Symbol:DNB Cusip Number:26483E-100
Record Date: 3/13/2012 Meeting Date: 5/9/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: AUSTIN A. ADAMS For Issuer For With
1B ELECTION OF DIRECTOR: JOHN W. ALDEN For Issuer For With
1C ELECTION OF DIRECTOR: CHRISTOPHER J. COUGHLIN For Issuer For With
1D ELECTION OF DIRECTOR: JAMES N. FERNANDEZ For Issuer For With
1E ELECTION OF DIRECTOR: PAUL R. GARCIA For Issuer For With
1F ELECTION OF DIRECTOR: DOUGLAS A. KEHRING For Issuer For With
1G ELECTION OF DIRECTOR: SARA MATHEW For Issuer For With
1H ELECTION OF DIRECTOR: SANDRA E. PETERSON For Issuer For With
1I ELECTION OF DIRECTOR: MICHAEL J. WINKLER For Issuer For With
2 RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012. For Issuer For With
3 ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION (SAY ON PAY). For Issuer For With
4 APPROVE AMENDMENTS TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND FOURTH AMENDED AND RESTATED BY-LAWS TO PERMIT SHAREHOLDERS TO CALL SPECIAL MEETINGS. For Stockholder For With

THE WESTERN UNION COMPANY

Ticker Symbol:WU Cusip Number:959802-109
Record Date: 3/26/2012 Meeting Date: 5/23/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: RICHARD A. GOODMAN For Issuer For With
1B ELECTION OF DIRECTOR: ROBERTO G. MENDOZA For Issuer For With
1C ELECTION OF DIRECTOR: MICHAEL A. MILES, JR. For Issuer For With
2 AMENDMENTS TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE CLASSIFICATION OF THE BOARD OF DIRECTORS For Issuer For With
3 RATIFICATION OF SELECTION OF AUDITORS For Issuer For With
4 ADVISORY VOTE ON EXECUTIVE COMPENSATION For Issuer For With
5 APPROVAL OF MATERIAL TERMS OF THE EXPANDED PERFORMANCE MEASURES UNDER THE COMPANY'S 2006 LONG-TERM INCENTIVE PLAN For Issuer For With
6 STOCKHOLDER PROPOSAL REGARDING STOCKHOLDER PROXY ACCESS Against Stockholder Against With
7 STOCKHOLDER PROPOSAL REGARDING AN ADVISORY VOTE ON POLITICAL CONTRIBUTIONS Against Stockholder Against With

VALUECLICK, INC.

Ticker Symbol:VCLK Cusip Number:92046N-102
Record Date: 3/9/2012 Meeting Date: 5/8/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR 1) JAMES R. ZARLEY 2) DAVID S. BUZBY 3) MARTIN T. HART 4) JEFFREY F. RAYPORT 5) JAMES R. PETERS 6) JAMES A. CROUTHAMEL 7) JOHN GIULIANI For Issuer For With
2 TO APPROVE THE AMENDED AND RESTATED 2007 EMPLOYEE STOCK PURCHASE PLAN. For Issuer For With
3 TO APPROVE, BY NON-BINDING VOTE, THE COMPANY'S EXECUTIVE COMPENSATION. For Issuer For With

VISA INC.

Ticker Symbol:V Cusip Number:92826C-839
Record Date: 12/5/2011 Meeting Date: 1/31/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: GARY P. COUGHLAN For Issuer For With
1B ELECTION OF DIRECTOR: MARY B. CRANSTON For Issuer For With
1C ELECTION OF DIRECTOR: FRANCISCO JAVIER FERNANDEZ-CARBAJAL For Issuer For With
1D ELECTION OF DIRECTOR: ROBERT W. MATSCHULLAT For Issuer For With
1E ELECTION OF DIRECTOR: CATHY E. MINEHAN For Issuer For With
1F ELECTION OF DIRECTOR: SUZANNE NORA JOHNSON For Issuer For With
1G ELECTION OF DIRECTOR: DAVID J. PANG For Issuer For With
1H ELECTION OF DIRECTOR: JOSEPH W. SAUNDERS For Issuer For With
1I ELECTION OF DIRECTOR: WILLIAM S. SHANAHAN For Issuer For With
1J ELECTION OF DIRECTOR: JOHN A. SWAINSON For Issuer For With
2 TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. For Issuer For With
3 TO APPROVE THE VISA INC. 2007 EQUITY INCENTIVE COMPENSATION PLAN, AS AMENDED AND RESTATED. For Issuer For With
4 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2012. For Issuer For With

VONAGE HOLDINGS CORP.

Ticker Symbol:VG Cusip Number:92886T-201
Record Date: 4/16/2012 Meeting Date: 6/7/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR 1) JEFFREY A. CITRON 2) MORTON DAVID 3) JEFFREY J. MISNER For Issuer For With
2 TO RATIFY THE APPOINTMENT OF BDO USA, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. For Issuer For With


* Management Recommended Vote
Leigh Baldwin Total Return Fund

ABERDEEN ASIA-PACIFIC INCOME FUND-COM

Ticker Symbol:FAX Cusip Number:003009107
Record Date: 1/31/2012 Meeting Date: 3/22/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR 1) MARTIN J. GILBERT 2) WILLIAM J. POTTER 3) BRIAN M. SHERMAN For Issuer For With

AFLAC INCORPORATED

Ticker Symbol:AFL Cusip Number:001055102
Record Date: 2/29/2012 Meeting Date: 5/7/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: DANIEL P. AMOS For Issuer For With
1B ELECTION OF DIRECTOR: JOHN SHELBY AMOS II For Issuer For With
1C ELECTION OF DIRECTOR: PAUL S. AMOS II For Issuer For With
1D ELECTION OF DIRECTOR: KRISS CLONINGER III For Issuer For With
1E ELECTION OF DIRECTOR: ELIZABETH J. HUDSON For Issuer For With
1F ELECTION OF DIRECTOR: DOUGLAS W. JOHNSON For Issuer For With
1G ELECTION OF DIRECTOR: ROBERT B. JOHNSON For Issuer For With
1H ELECTION OF DIRECTOR: CHARLES B. KNAPP For Issuer For With
1I ELECTION OF DIRECTOR: E. STEPHEN PURDOM, M.D. For Issuer For With
1J ELECTION OF DIRECTOR: BARBARA K. RIMER, DRPH For Issuer For With
1K ELECTION OF DIRECTOR: MARVIN R. SCHUSTER For Issuer For With
1L ELECTION OF DIRECTOR: MELVIN T. STITH For Issuer For With
1M ELECTION OF DIRECTOR: DAVID GARY THOMPSON For Issuer For With
1N ELECTION OF DIRECTOR: TAKURO YOSHIDA For Issuer For With
2 TO CONSIDER THE FOLLOWING NON-BINDING ADVISORY PROPOSAL: "RESOLVED, THAT THE SHAREHOLDERS APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFI CERS, AS DESCRIBED N THE COMPENSATION DISCUSSION AND ANALYSIS, EXECUTIVE COMPENSATION TABLES AND ACCOMPANYING NARRATIVE DISCLOSURE IN THE PROXY STATEMENT. For Stockholder For With
3 TO CONSIDER AND ADOPT AN AMENDED AND RESTATED 2004 AFLAC INCORPORATED LONG-TERM INCENTIVE PLAN ("LTIP"), WITH NO ADDITIONAL SHARES AUTHORIZED UNDER THE LTIP. For Issuer For With
4 TO CONSIDER AND ADOPT AN AMENDED AND RESTATED 2013 MANAGEMENT INCENTIVE PLAN. For Issuer For With
5 RATIFICATION OF APPOINTMENT OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2012. For Issuer For With

ANNALY CAPITAL MANAGEMENT, INC.

Ticker Symbol:NLY Cusip Number:035710409
Record Date: 3/30/2012 Meeting Date: 5/24/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1.1 ELECTION OF DIRECTOR: W. DENAHAN-NORRIS For Issuer For With
1.2 ELECTION OF DIRECTOR: MICHAEL HAYLON For Issuer For With
1.3 ELECTION OF DIRECTOR: DONNELL A. SEGALAS For Issuer For With
1.4 ELECTION OF DIRECTOR: JONATHAN D. GREEN For Issuer For With
2 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE 2012 FISCAL YEAR. For Issuer For With

ARCELORMITTAL

Ticker Symbol:MT Cusip Number:03938L104
Record Date: 3/30/2012 Meeting Date: 5/8/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR FINANCIAL YEAR 2011 For Issuer For With
10 APPROVAL OF GRANTS UNDER THE RESTRICTED SHARE UNIT PLAN IN RELATION TO 2012 For Issuer For With
11 APPROVAL OF GRANTS UNDER THE PERFORMANCE SHARE UNIT PLAN IN RELATION TO 2012 For Issuer For With
2 APPROVAL OF THE PARENT COMPANY ANNUAL ACCOUNTS FOR FINANCIAL YEAR 2011 For Issuer For With
3 ALLOCATION OF RESULTS, DETERMINATION OF DIVIDEND AND OF COMPENSATION FOR THE MEMBERS OF THE BOARD OF DIRECTORS IN RELATION TO FINANCIAL YEAR 2011 For Issuer For With
4 APPROVAL OF THE AMOUNT OF TOTAL REMUNERATION FOR THE MEMBERS OF THE BOARD OF DIRECTORS IN RELATION TO FINANCIAL YEAR 2011 For Issuer For With
5 DISCHARGE OF THE DIRECTORS For Issuer For With
6 APPROVAL OF THE ELECTION OF MR. NARAYANAN VAGHUL AS DIRECTOR OF ARCELORMITTAL FOR A THREE-YEAR MANDATE THAT WILL AUTOMATICALLY EXPIRE ON THE DATE OF THE GENERAL MEETING OF SHAREHOLDERS TO BE HELD IN 2015 For Issuer For With
7 APPROVAL OF THE ELECTION OF MR. WILBUR L. ROSS AS DIRECTOR OF ARCELORMITTAL FOR A THREE-YEAR MANDATE THAT WILL AUTOMATICALLY EXPIRE ON THE DATE OF THE GENERAL MEETING OF SHAREHOLDERS TO BE HELD IN 2015 For Issuer For With
8 APPROVAL OF THE ELECTION OF MR. TYE BURT AS DIRECTOR OF ARCELORMITTAL FOR A THREE-YEAR MANDATE THAT WILL AUTOMATICALLY EXPIRE ON THE DATE OF THE GENERAL MEETING OF SHAREHOLDERS TO BE HELD IN 2015 For Issuer For With
9 APPOINTMENT OF AN INDEPENDENT COMPANY AUDITOR IN RELATION TO THE PARENT COMPANY ANNUAL ACCOUNTS AND THE CONSOLIDATED FINANCIAL STATEMENTS FOR FINANCIAL YEAR 2012 For Issuer For With
E1 DECISION TO INCREASE THE AUTHORISED SHARE CAPITAL OF THE COMPANY BY AN AMOUNT EQUAL TO 10% OF THE CURRENT ISSUED SHARE CAPITAL, AUTHORIZE THE BOARD OF DIRECTORS TO LIMIT OR SUSPEND THE PREFERENTIAL SUBSCRIPTION RIGHT OF EXISTING SHAREHOLDERS, AND AMEND ARTICLES 5.2 AND 5.5 OF THE ARTICLES OF ASSOCIATION ACCORDINGLY For Issuer For With
E2 DECISION TO AMEND ARTICLES 6, 7, 13 AND 14 (EXCEPT 14.1) OF THE ARTICLES OF ASSOCIATION TO REFLECT RECENT CHANGES IN LUXEMBOURG LAW For Issuer For With
E3 DECISION TO AMEND TO ARTICLE 14.1 OF THE ARTICLES OF ASSOCIATION TO ALLOW A DEGREE OF FLEXIBILITY IN SETTING THE ANNUAL GENERAL MEETING DATE For Issuer For With

BANK OF AMERICA CORPORATION

Ticker Symbol:BAC-PX Cusip Number:060505104
Record Date: 3/14/2012 Meeting Date: 5/9/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: MUKESH D. AMBANI For Issuer For With
1B ELECTION OF DIRECTOR: SUSAN S. BIES For Issuer For With
1C ELECTION OF DIRECTOR: FRANK P. BRAMBLE, SR. For Issuer For With
1D ELECTION OF DIRECTOR: VIRGIS W. COLBERT For Issuer For With
1E ELECTION OF DIRECTOR: CHARLES K. GIFFORD For Issuer For With
1F ELECTION OF DIRECTOR: CHARLES O. HOLLIDAY, JR. For Issuer For With
1G ELECTION OF DIRECTOR: MONICA C. LOZANO For Issuer For With
1H ELECTION OF DIRECTOR: THOMAS J. MAY For Issuer For With
1I ELECTION OF DIRECTOR: BRIAN T. MOYNIHAN For Issuer For With
1J ELECTION OF DIRECTOR: DONALD E. POWELL For Issuer For With
1K ELECTION OF DIRECTOR: CHARLES O. ROSSOTTI For Issuer For With
1L ELECTION OF DIRECTOR: ROBERT W. SCULLY For Issuer For With
2 AN ADVISORY (NON-BINDING) "SAY ON PAY" VOTE TO APPROVE EXECUTIVE COMPENSATION. For Issuer For With
3 RATIFICATION OF THE APPOINTMENT OF THE REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2012. For Issuer For With
4 STOCKHOLDER PROPOSAL - DISCLOSURE OF GOVERNMENT EMPLOYMENT. Against Stockholder Against With
5 STOCKHOLDER PROPOSAL - GRASSROOTS AND OTHER LOBBYING. Against Stockholder Against With
6 STOCKHOLDER PROPOSAL - EXECUTIVES TO RETAIN SIGNIFICANT STOCK. Against Stockholder Against With
7 STOCKHOLDER PROPOSAL - MORTGAGE SERVICING OPERATIONS. Against Stockholder Against With
8 STOCKHOLDER PROPOSAL - PROHIBITION ON POLITICAL SPENDING. Against Stockholder Against With

CREE, INC.

Ticker Symbol:CREE Cusip Number:225447101
Record Date: 8/29/2011 Meeting Date: 10/25/2011
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR 1) CHARLES M. SWOBODA 2) CLYDE R. HOSEIN 3) ROBERT A. INGRAM 4) FRANCO PLASTINA 5) ALAN J. RUUD 6) ROBERT L. TILLMAN 7) HARVEY A. WAGNER 8) THOMAS H. WERNER For Issuer For With
2 APPROVAL OF AMENDMENT TO THE 2004 LONG-TERM INCENTIVE COMPENSATION PLAN. For Issuer For With
3 APPROVAL OF AMENDMENT TO THE 2005 EMPLOYEE STOCK PURCHASE PLAN. For Issuer For With
4 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JUNE 24, 2012. For Issuer For With
5 ADVISORY (NONBINDING) VOTE ON EXECUTIVE COMPENSATION. For Issuer For With
6 ADVISORY (NONBINDING) VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. For Issuer For With

DIAGEO PLC

Ticker Symbol:DEO Cusip Number:25243Q205
Record Date: 9/9/2011 Meeting Date: 10/19/2011
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 REPORT AND ACCOUNTS 2011. For Issuer For With
10 RE-ELECTION OF PG SCOTT AS A DIRECTOR. (AUDIT (CHAIRMAN OF THE COMMITTEE), NOMINATION & REMUNERATION COMMITTEE) For Issuer For With
11 RE-ELECTION OF HT STITZER AS A DIRECTOR. (AUDIT, NOMINATION & REMUNERATION COMMITTEE) For Issuer For With
12 RE-ELECTION OF PS WALSH AS A DIRECTOR. (CHAIRMAN OF THE EXECUTIVE COMMITTEE) For Issuer For With
13 RE-APPOINTMENT OF AUDITOR. For Issuer For With
14 REMUNERATION OF AUDITOR. For Issuer For With
15 AUTHORITY TO ALLOT SHARES. For Issuer For With
16 DISAPPLICATION OF PRE-EMPTION RIGHTS. For Issuer For With
17 AUTHORITY TO PURCHASE OWN ORDINARY SHARES. For Issuer For With
18 AUTHORITY TO MAKE POLITICAL DONATIONS AND/OR TO INCUR POLITICAL EXPENDITURE IN THE EU. For Issuer For With
19 REDUCED NOTICE OF A GENERAL MEETING OTHER THAN AN ANNUAL GENERAL MEETING. For Issuer For With
2 DIRECTORS' REMUNERATION REPORT 2011. For Issuer For With
3 DECLARATION OF FINAL DIVIDEND. For Issuer For With
4 RE-ELECTION OF PB BRUZELIUS AS A DIRECTOR. (AUDIT, NOMINATION & REMUNERATION COMMITTEE) For Issuer For With
5 RE-ELECTION OF LM DANON AS A DIRECTOR. (AUDIT, NOMINATION & REMUNERATION COMMITTEE) For Issuer For With
6 RE-ELECTION OF LORD DAVIES AS A DIRECTOR. (AUDIT, NOMINATION & REMUNERATION COMMITTEE) For Issuer For With
7 RE-ELECTION OF BD HOLDEN AS A DIRECTOR. (AUDIT, NOMINATION & REMUNERATION COMMITTEE) For Issuer For With
8 RE-ELECTION OF DR FB HUMER AS A DIRECTOR. (CHAIRMAN OF THE NOMINATION COMMITTEE) For Issuer For With
9 RE-ELECTION OF D MAHLAN AS A DIRECTOR. (EXECUTIVE COMMITTEE) For Issuer For With

DREAMWORKS ANIMATION SKG, INC.

Ticker Symbol:DWA Cusip Number:26153C103
Record Date: 4/2/2012 Meeting Date: 5/29/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR 1) JEFFREY KATZENBERG 2) ROGER A. ENRICO 3) LEWIS W. COLEMAM 4) HARRY "SKIP" BRITTENHAM 5) THOMAS E. FRESTON 6) MELLODY HOBSON 7) MICHAEL MONTGOMERY 8) NATHAN MYHRVOLD 9) RICHARD SHERMAN For Issuer For With
2 PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2012. For Issuer For With
3 ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. For Issuer For With

FINANCIAL ENGINES, INC

Ticker Symbol:FNGN Cusip Number:317485100
Record Date: 3/19/2012 Meeting Date: 5/15/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR 1) E. OLENA BERG-LACY 2) JOHN B. SHOVEN 3) DAVID B. YOFFIE For Issuer For With
2 TO RATIFY THE APPOINTMENT OF KPMG LLP AS FINANCIAL ENGINES' INDEPENDENT REGISTERED ACCOUNTANTS. For Issuer For With

FREEPORT-MCMORAN COPPER & GOLD INC.

Ticker Symbol:FCX Cusip Number:35671D857
Record Date: 4/18/2012 Meeting Date: 6/14/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR 1) RICHARD C. ADKERSON 2) ROBERT J. ALLISON, JR. 3) ROBERT A. DAY 4) GERALD J. FORD 5) H. DEVON GRAHAM, JR. 6) CHARLES C. KRULAK 7) BOBBY LEE LACKEY 8) JON C. MADONNA 9) DUSTAN E. MCCOY 10) JAMES R. MOFFETT 11) B. M. RANKIN, JR. 12) STEPHEN H. SIEGELE For Issuer For With
2 APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. For Issuer For With
3 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. For Issuer For With
4 STOCKHOLDER PROPOSAL REGARDING THE SELECTION OF A CANDIDATE WITH ENVIRONMENTAL EXPERTISE TO BE RECOMMENDED FOR ELECTION TO THE BOARD OF DIRECTORS. Against Stockholder Against With

GAMCO GOLD, NATURAL RESOURCES & INC TR

Ticker Symbol:GBL Cusip Number:36465A109
Record Date: 3/19/2012 Meeting Date: 5/14/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR 1) SALVATORE M. SALIBELLO 2) ANTHONIE C. VAN EKRIS For Issuer For With

GENERAL MILLS, INC.

Ticker Symbol:GIS Cusip Number:370334
Record Date: 7/28/2011 Meeting Date: 9/26/2011
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: BRADBURY H. ANDERSON For Issuer For With
1B ELECTION OF DIRECTOR: R. KERRY CLARK For Issuer For With
1C ELECTION OF DIRECTOR: PAUL DANOS For Issuer For With
1D ELECTION OF DIRECTOR: WILLIAM T. ESREY For Issuer For With
1E ELECTION OF DIRECTOR: RAYMOND V. GILMARTIN For Issuer For With
1F ELECTION OF DIRECTOR: JUDITH RICHARDS HOPE For Issuer For With
1G ELECTION OF DIRECTOR: HEIDI G. MILLER For Issuer For With
1H ELECTION OF DIRECTOR: HILDA OCHOA-BRILLEMBOURG For Issuer For With
1I ELECTION OF DIRECTOR: STEVE ODLAND For Issuer For With
1J ELECTION OF DIRECTOR: KENDALL J. POWELL For Issuer For With
1K ELECTION OF DIRECTOR: MICHAEL D. ROSE For Issuer For With
1L ELECTION OF DIRECTOR: ROBERT L. RYAN For Issuer For With
1M ELECTION OF DIRECTOR: DOROTHY A. TERRELL For Issuer For With
2 APPROVE THE 2011 STOCK COMPENSATION PLAN. For Issuer For With
3 APPROVE THE 2011 COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS. For Issuer For With
4 CAST AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. For Issuer For With
5 CAST AN ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION. For Issuer For With
6 RATIFY THE APPOINTMENT OF KPMG LLP AS GENERAL MILLS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. For Issuer For With

GOOGLE INC.

Ticker Symbol:GOOG Cusip Number:38259P508
Record Date: 4/23/2012 Meeting Date: 6/21/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 ELECTION OF DIRECTORS. NOMINEES: 1) LARRY PAGE 2) SERGEY BRIN 3) ERIC E. SCHMIDT 4) L. JOHN DOERR 5) DIANE B. GREENE 6) JOHN L. HENNESSY 7) ANN MATHER 8) PAUL S. OTELLINI 9) K. RAM SHRIRAM 10) SHIRLEY M. TILGHMAN For Issuer For With
2 THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS GOOGLE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. For Issuer For With
3A PROPOSAL 3 - THE APPROVAL OF THE ADOPTION OF GOOGLE'S FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION*:THE APPROVAL OF THE ADOPTION OF AMENDMENTS TO GOOGLE'S THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ESTABLISH THE CLASS C CAPITAL STOCK AND TO MAKE CERTAIN CLARIFYING CHANGES. For Issuer For With
3B THE APPROVAL OF THE ADOPTION OF AMENDMENTS TO GOOGLE'S THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF CLASS A COMMON STOCK FROM 6 BILLION TO 9 BILLION. For Issuer For With
3C THE APPROVAL OF THE ADOPTION OF AMENDMENTS TO GOOGLE'S THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE TREATMENT OF SHARES OF CLASS A COMMON STOCK IN A MANNER THAT IS AT LEAST AS FAVORABLE AS THE SHARES OF CLASS B COMMON STOCK.* EACH OF THE PROPOSALS COMPRISING PROPOSAL 3 IS CROSS-CONDITIONED UPON THE APPROVAL BY OUR STOCKHOLDERS OF ALL OF THE PROPOSALS COMPRISING PROPOSAL 3. NONE OF PROPOSALS 3A, 3B, OR 3C WILL BE DEEMED APPROVED UNLESS ALL OF THEM ARE APPROVED. THE APPROVAL OF EACH OF THE PROPOSALS COMPRISING PROPOSAL 3 SHALL CONSTITUTE THE REQUISITE APPROVAL OF THE ADOPTION OF GOOGLE'S FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AS REQUIRED BY DELAWARE LAW. For Issuer For With
4 THE APPROVAL OF GOOGLE'S 2012 STOCK PLAN. For Issuer For With
5 THE APPROVAL OF GOOGLE'S 2012 INCENTIVE COMPENSATION PLAN FOR EMPLOYEES AND CONSULTANTS OF MOTOROLA MOBILITY. For Issuer For With
6 A STOCKHOLDER PROPOSAL REGARDING AN ADVISORY VOTE ON POLITICAL CONTRIBUTIONS, IF PROPERLY PRESENTED AT THE MEETING. Against Stockholder Against With
7 A STOCKHOLDER PROPOSAL REGARDING MANDATORY ARBITRATION OF CERTAIN SHAREHOLDER CLAIMS, IF PROPERLY PRESENTED AT THE MEETING. Against Stockholder Against With
8 A STOCKHOLDER PROPOSAL REGARDING EQUAL SHAREHOLDER VOTING, IF PROPERLY PRESENTED AT THE MEETING. Against Stockholder Against With

GSV CAPITAL CORP

Ticker Symbol:GSV Cusip Number:36191J101
Record Date: 4/16/2012 Meeting Date: 6/5/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR 1) MICHAEL T. MOE 2) MARK W. FLYNN For Issuer For With
2 THE RATIFICATION OF THE SELECTION OF GRANT THORNTON LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR GSV CAPITAL CORP. FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. For Issuer For With

HUANENG POWER INTERNATIONAL, INC.

Ticker Symbol:HNP Cusip Number:443304100
Record Date: 5/14/2012 Meeting Date: 6/12/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 TO CONSIDER AND APPROVE THE WORKING REPORT FROM THE BOARD OF DIRECTORS OF THE COMPANY FOR 2011 For Issuer For With
2 TO CONSIDER AND APPROVE THE WORKING REPORT FROM THE SUPERVISORY COMMITTEE OF THE COMPANY FOR 2011 For Issuer For With
3 TO CONSIDER AND APPROVE THE AUDITED FINANCIAL STATEMENTS OF THE COMPANY FOR 2011 For Issuer For With
4 TO CONSIDER AND APPROVE THE PROFIT DISTRIBUTION PLAN OF THE COMPANY FOR 2011 For Issuer For With
5 TO CONSIDER AND APPROVE THE PROPOSAL REGARDING THE APPOINTMENT OF THE COMPANY'S AUDITORS FOR 2012 For Issuer For With
S6 TO CONSIDER AND APPROVE THE PROPOSAL REGARDING THE ISSUE OF SHORT-TERM DEBENTURES OF THE COMPANY For Issuer For With
S7 TO CONSIDER AND APPROVE THE PROPOSAL REGARDING THE ISSUE OF SUPER SHORT-TERM DEBENTURES For Issuer For With
S8 TO CONSIDER AND APPROVE THE ISSUE OF PRIVATE PLACEMENT OF FINANCIAL INSTRUMENTS For Issuer For With
S9 TO CONSIDER AND APPROVE THE EXTENSION OF THE GENERAL MANDATE FOR THE ISSUE OF RMB-DENOMINATED DEBT INSTRUMENTS For Issuer For With

JOHNSON & JOHNSON

Ticker Symbol:JNJ Cusip Number:478160104
Record Date: 2/28/2012 Meeting Date: 4/26/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: MARY SUE COLEMAN For Issuer For With
1B ELECTION OF DIRECTOR: JAMES G. CULLEN For Issuer For With
1C ELECTION OF DIRECTOR: IAN E.L. DAVIS For Issuer For With
1D ELECTION OF DIRECTOR: ALEX GORSKY For Issuer For With
1E ELECTION OF DIRECTOR: MICHAEL M.E. JOHNS For Issuer For With
1F ELECTION OF DIRECTOR: SUSAN L. LINDQUIST For Issuer For With
1G ELECTION OF DIRECTOR: ANNE M. MULCAHY For Issuer For With
1H ELECTION OF DIRECTOR: LEO F. MULLIN For Issuer For With
1I ELECTION OF DIRECTOR: WILLIAM D. PEREZ For Issuer For With
1J ELECTION OF DIRECTOR: CHARLES PRINCE For Issuer For With
1K ELECTION OF DIRECTOR: DAVID SATCHER For Issuer For With
1L ELECTION OF DIRECTOR: WILLIAM C. WELDON For Issuer For With
1M ELECTION OF DIRECTOR: RONALD A. WILLIAMS For Issuer For With
2 ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION For Issuer For With
3 APPROVAL OF THE COMPANY'S 2012 LONG-TERM INCENTIVE PLAN For Issuer For With
4 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012 For Issuer For With
5 SHAREHOLDER PROPOSAL ON INDEPENDENT BOARD CHAIRMAN Against Stockholder Against With
6 SHAREHOLDER PROPOSAL ON BINDING VOTE ON POLITICAL CONTRIBUTIONS Against Stockholder Against With
7 SHAREHOLDER PROPOSAL ON ADOPTING NON-ANIMAL METHODS FOR TRAINING Against Stockholder Against With

ONEIDA FINANCIAL CORP.

Ticker Symbol:ONFC Cusip Number:682479100
Record Date: 3/19/2012 Meeting Date: 5/8/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR 1) PATRICIA D. CAPRIO 2) RALPH L. STEVENS, M.D. 3) FRANK O. WHITE, JR. For Issuer For With
2 THE RATIFICATION OF THE APPOINTMENT OF CROWE HORWATH LLP AS ONEIDA FINANCIAL CORP.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. For Issuer For With
3 THE APPROVAL OF THE ONEIDA FINANCIAL CORP. 2012 EQUITY INCENTIVE PLAN. For Issuer For With

PAYCHEX, INC.

Ticker Symbol:PAYX Cusip Number:704326107
Record Date: 8/12/2011 Meeting Date: 10/11/2011
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: B. THOMAS GOLISANO For Issuer For With
1B ELECTION OF DIRECTOR: JOSEPH G. DOODY For Issuer For With
1C ELECTION OF DIRECTOR: DAVID J.S. FLASCHEN For Issuer For With
1D ELECTION OF DIRECTOR: PHILLIP HORSLEY For Issuer For With
1E ELECTION OF DIRECTOR: GRANT M. INMAN For Issuer For With
1F ELECTION OF DIRECTOR: PAMELA A. JOSEPH For Issuer For With
1G ELECTION OF DIRECTOR: MARTIN MUCCI For Issuer For With
1H ELECTION OF DIRECTOR: JOSEPH M. TUCCI For Issuer For With
1I ELECTION OF DIRECTOR: JOSEPH M. VELLI For Issuer For With
2 ADVISORY VOTE ON EXECUTIVE COMPENSATION. For Issuer For With
3 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. For Issuer For With
4 RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. For Issuer For With

PETMED EXPRESS, INC.

Ticker Symbol:PETS Cusip Number:716382106
Record Date: 6/3/2011 Meeting Date: 7/29/2011
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director For Issuer For With
2 AN ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION. For Issuer For With
3 AN ADVISORY (NON-BINDING) VOTE ON THE FREQUENCY OF HOLDING AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. For Issuer For With
4 TO RATIFY THE APPOINTMENT OF MCGLADREY & PULLEN, LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY TO SERVE FOR THE 2012 FISCAL YEAR. For Issuer For With

PETROLEO BRASILEIRO S.A. - PETROBRAS

Ticker Symbol:PETR (PBR-A) Cusip Number:71654V408
Record Date: 1/3/2012 Meeting Date: 1/27/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
I1 CONFIRM THE CONTRACTING OF APSIS CONSULTORIA E AVALIACOES LTDA., BY BRK, FOR THE ASSESSMENT OF NET ASSETS RELATIVE TO THE SPUN OFF PORTIONS TO BE CONVERTED TO PETROBRAS For Issuer For With
I2 ASSESSMENT REPORT PREPARED BY APSIS CONSULTORIA E AVALIACOES LTDA. AT BOOK VALUE FOR ASSESSMENT OF BRK'S NET ASSETS For Issuer For With
I3 APPROVE THE PROTOCOL AND JUSTIFICATION OF SPLIT-OFF OF BRK AND SPUN OFF PORTION OF PETROBRAS, PRO RATA TO ITS OWNERSHIP For Issuer For With
I4 APPROVE THE PARTIAL SPLIT OPERATION OF BRK AND THE SPUN OFF PORTION OF PETROBRAS, WITHOUT INCREASING ITS SHARE CAPITAL For Issuer For With
II1 CONFIRM THE CONTRACTING OF APSIS CONSULTORIA E AVALIACOES LTDA. BY PETROBRAS FOR THE DEVELOPMENT OF ACCOUNTING ASSESSMENT REPORT OF PETROQUISA'S NET EQUITY TO BE TRANSFERRED TO PETROBRAS For Issuer For With
II2 ASSESSMENT REPORT PREPARED BY APSIS CONSULTORIA E AVALIACOES LTDA., AT BOOK VALUE, FOR ASSESSMENT OF PETROQUISA'S NET EQUITY For Issuer For With
II3 APPROVE THE PROTOCOL AND JUSTIFICATION OF ACQUISITION OPERATION OF PETROQUISA BY PETROBRAS For Issuer For With
II4 APPROVE THE ACQUISITION OPERATION OF PETROQUISA BY PETROBRAS, WITH FULL TRANSFER OF PETROQUISA'S NET EQUITY TO PETROBRAS, WITHOUT INCREASING ITS SHARE CAPITAL For Issuer For With

PETROLEO BRASILEIRO S.A. - PETROBRAS

Ticker Symbol:PETR (PBR-A) Cusip Number:71654V408
Record Date: 2/27/2012 Meeting Date: 3/19/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 MANAGEMENT REPORT AND FINANCIAL STATEMENTS, ACCOMPANIED OF OPINION FROM THE FISCAL BOARD, REGARDING THE FINANCIAL YEAR ENDED AS OF DECEMBER 31, 2011. Abstained Issuer N/A With
2 CAPITAL BUDGET, REGARDING THE YEAR OF 2012. Abstained Issuer N/A With
3 DESTINATION OF INCOME FOR THE YEAR OF 2011. Abstained Issuer N/A With
4A ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS: APPOINTED BY THE CONTROLLING SHAREHOLDER. Abstained Stockholder N/A With
4B ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS: APPOINTED BY THE MINORITY SHAREHOLDERS. Abstained Stockholder N/A With
5 ELECTION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS APPOINTED BY THE CONTROLLING SHAREHOLDER. Abstained Stockholder N/A With
6A ELECTION OF THE MEMBERS OF THE FISCAL BOARD AND THEIR RESPECTIVE SUBSTITUTES: APPOINTED BY THE CONTROLLING SHAREHOLDER Abstained Stockholder N/A With
6B ELECTION OF THE MEMBERS OF THE FISCAL BOARD AND THEIR RESPECTIVE SUBSTITUTES: APPOINTED BY THE MINORITY SHAREHOLDERS. Abstained Stockholder N/A With
7 ESTABLISHMENT OF COMPENSATION OF MANAGEMENT AND EFFECTIVE MEMBERS IN THE FISCAL BOARD. Abstained Issuer N/A With
E1 INCREASE OF THE CAPITAL STOCK Abstained Issuer N/A With

RADIOSHACK CORPORATION

Ticker Symbol:RSH Cusip Number:750438103
Record Date: 3/20/2012 Meeting Date: 5/17/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: ROBERT E. ABERNATHY For Issuer For With
1B ELECTION OF DIRECTOR: FRANK J. BELATTI For Issuer For With
1C ELECTION OF DIRECTOR: JULIE A. DOBSON For Issuer For With
1D ELECTION OF DIRECTOR: DANIEL R. FEEHAN For Issuer For With
1E ELECTION OF DIRECTOR: JAMES F. GOOCH For Issuer For With
1F ELECTION OF DIRECTOR: H. EUGENE LOCKHART For Issuer For With
1G ELECTION OF DIRECTOR: JACK L. MESSMAN For Issuer For With
1H ELECTION OF DIRECTOR: THOMAS G. PLASKETT For Issuer For With
1I ELECTION OF DIRECTOR: EDWINA D. WOODBURY For Issuer For With
2 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF RADIOSHACK CORPORATION TO SERVE FOR THE 2012 FISCAL YEAR. For Issuer For With
3 NON-BINDING, ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. For Issuer For With

RESEARCH IN MOTION LIMITED

Ticker Symbol:RIMM Cusip Number:760975102
Record Date: 5/17/2011 Meeting Date: 7/12/2011
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director For Issuer For With
2 RESOLUTION APPROVING THE RE-APPOINTMENT OF THE AUDITORS OF THE COMPANY AND AUTHORIZING THE BOARD OF DIRECTORS TO FIX THE AUDITORS' REMUNERATION. For Issuer For With
3 THE SHAREHOLDER PROPOSAL SET OUT IN SCHEDULE "A" OF THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR FOR THE MEETING. Against Stockholder Against With

THE BOEING COMPANY

Ticker Symbol:BA Cusip Number:097023105
Record Date: 3/1/2012 Meeting Date: 4/30/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: DAVID L. CALHOUN For Issuer For With
1B ELECTION OF DIRECTOR: ARTHUR D. COLLINS, JR. For Issuer For With
1C ELECTION OF DIRECTOR: LINDA Z. COOK For Issuer For With
1D ELECTION OF DIRECTOR: KENNETH M. DUBERSTEIN For Issuer For With
1E ELECTION OF DIRECTOR: EDMUND P. GIAMBASTIANI, JR. For Issuer For With
1F ELECTION OF DIRECTOR: LAWRENCE W. KELLNER For Issuer For With
1G ELECTION OF DIRECTOR: EDWARD M. LIDDY For Issuer For With
1H ELECTION OF DIRECTOR: W. JAMES MCNERNEY, JR. For Issuer For With
1I ELECTION OF DIRECTOR: SUSAN C. SCHWAB For Issuer For With
1J ELECTION OF DIRECTOR: RONALD A. WILLIAMS For Issuer For With
1K ELECTION OF DIRECTOR: MIKE S. ZAFIROVSKI For Issuer For With
2 ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. For Issuer For With
3 RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2012. For Issuer For With
4 REPORT ON POLITICAL AND TRADE ASSOCIATION CONTRIBUTIONS. Against Issuer Against With
5 ACTION BY WRITTEN CONSENT. Against Issuer Against With
6 RETENTION OF SIGNIFICANT STOCK BY FORMER EXECUTIVES. Against Issuer Against With
7 EXTRAORDINARY RETIREMENT BENEFITS. Against Issuer Against With

THE CHARLES SCHWAB CORPORATION

Ticker Symbol:SCHW Cusip Number:808513105
Record Date: 3/19/2012 Meeting Date: 5/17/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: NANCY H. BECHTLE For Issuer For With
1B ELECTION OF DIRECTOR: WALTER W. BETTINGER II For Issuer For With
1C ELECTION OF DIRECTOR: C. PRESTON BUTCHER For Issuer For With
2 RATIFICATION OF INDEPENDENT AUDITORS For Issuer For With
3 ADVISORY APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION For Issuer For With
4 APPROVAL OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION AND BYLAWS TO DECLASSIFY THE BOARD For Issuer For With
5 STOCKHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS Against Stockholder Against With
6 STOCKHOLDER PROPOSAL TO AMEND BYLAWS REGARDING PROXY ACCESS Against Stockholder Against With

THE PROCTER & GAMBLE COMPANY

Ticker Symbol:PG Cusip Number:742718109
Record Date: 8/12/2011 Meeting Date: 10/11/2011
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: ANGELA F. BRALY For Issuer For With
1B ELECTION OF DIRECTOR: KENNETH I. CHENAULT For Issuer For With
1C ELECTION OF DIRECTOR: SCOTT D. COOK For Issuer For With
1D ELECTION OF DIRECTOR: SUSAN DESMOND-HELLMANN For Issuer For With
1E ELECTION OF DIRECTOR: ROBERT A. MCDONALD For Issuer For With
1F ELECTION OF DIRECTOR: W. JAMES MCNERNEY, JR. For Issuer For With
1G ELECTION OF DIRECTOR: JOHNATHAN A. RODGERS For Issuer For With
1H ELECTION OF DIRECTOR: MARGARET C. WHITMAN For Issuer For With
1I ELECTION OF DIRECTOR: MARY AGNES WILDEROTTER For Issuer For With
1J ELECTION OF DIRECTOR: PATRICIA A. WOERTZ For Issuer For With
1K ELECTION OF DIRECTOR: ERNESTO ZEDILLO For Issuer For With
2 RATIFY APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PAGE 65 OF PROXY STATEMENT) For Issuer For With
3 ADVISORY VOTE TO APPROVE THE COMPANY'S SAY ON PAY VOTE (PAGES 65-66 OF PROXY STATEMENT For Issuer For With
4 ADVISORY VOTE TO RECOMMEND THE FREQUENCY OF THE SAY ON PAY VOTE (PAGES 66-67 OF PROXY STATEMENT) For Issuer For With
5 AMEND THE COMPANY'S AMENDED ARTICLES OF INCORPORATION (PAGE 67 OF PROXY STATEMENT) For Issuer For With
6 SHAREHOLDER PROPOSAL #1 - CUMULATIVE VOTING (PAGE 68 OF PROXY STATEMENT) Against Stockholder Against With
7 SHAREHOLDER PROPOSAL #2 - ANIMAL TESTING (PAGES 69-70 OF PROXY STATEMENT) Against Stockholder Against With
8 SHAREHOLDER PROPOSAL #3 - ELECTIONEERING CONTRIBUTIONS (PAGES 70-72 OF PROXY STATEMENT) Against Stockholder Against With

THE WALT DISNEY COMPANY

Ticker Symbol:DIS Cusip Number:254687106
Record Date: 1/13/2012 Meeting Date: 3/13/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: SUSAN E. ARNOLD For Issuer For With
1B ELECTION OF DIRECTOR: JOHN S. CHEN For Issuer For With
1C ELECTION OF DIRECTOR: JUDITH L. ESTRIN For Issuer For With
1D ELECTION OF DIRECTOR: ROBERT A. IGER For Issuer For With
1E ELECTION OF DIRECTOR: FRED H. LANGHAMMER For Issuer For With
1F ELECTION OF DIRECTOR: AYLWIN B. LEWIS For Issuer For With
1G ELECTION OF DIRECTOR: MONICA C. LOZANO For Issuer For With
1H ELECTION OF DIRECTOR: ROBERT W. MATSCHULLAT For Issuer For With
1I ELECTION OF DIRECTOR: SHERYL K. SANDBERG For Issuer For With
1J ELECTION OF DIRECTOR: ORIN C. SMITH For Issuer For With
2 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S REGISTERED PUBLIC ACCOUNTANTS FOR 2012. For Issuer For With
3 TO APPROVE AN AMENDMENT TO THE 2011 STOCK INCENTIVE PLAN. For Issuer For With
4 TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION. For Issuer For With

WALGREEN CO.

Ticker Symbol:WAG Cusip Number:931422109
Record Date: 11/14/2011 Meeting Date: 1/11/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: DAVID J. BRAILER For Issuer For With
1B ELECTION OF DIRECTOR: STEVEN A. DAVIS For Issuer For With
1C ELECTION OF DIRECTOR: WILLIAM C. FOOTE For Issuer For With
1D ELECTION OF DIRECTOR: MARK P. FRISSORA For Issuer For With
1E ELECTION OF DIRECTOR: GINGER L. GRAHAM For Issuer For With
1F ELECTION OF DIRECTOR: ALAN G. MCNALLY For Issuer For With
1G ELECTION OF DIRECTOR: NANCY M. SCHLICHTING For Issuer For With
1H ELECTION OF DIRECTOR: DAVID Y. SCHWARTZ For Issuer For With
1I ELECTION OF DIRECTOR: ALEJANDRO SILVA For Issuer For With
1J ELECTION OF DIRECTOR: JAMES A. SKINNER For Issuer For With
1K ELECTION OF DIRECTOR: GREGORY D. WASSON For Issuer For With
2 RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS WALGREEN CO.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. For Issuer For With
3 APPROVAL OF THE WALGREEN CO. 2011 CASH-BASED INCENTIVE PLAN. For Issuer For With
4 ADVISORY VOTE ON THE APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION. For Issuer For With
5 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION. For Issuer For With
6 SHAREHOLDER PROPOSAL REGARDING AN EXECUTIVE EQUITY RETENTION POLICY. Against Issuer Against With

WAL-MART STORES, INC.

Ticker Symbol:WMT Cusip Number:931142103
Record Date: 4/4/2012 Meeting Date: 6/1/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: AIDA M. ALVAREZ For Issuer For With
1B ELECTION OF DIRECTOR: JAMES W. BREYER For Issuer For With
1C ELECTION OF DIRECTOR: M. MICHELE BURNS For Issuer For With
1D ELECTION OF DIRECTOR: JAMES I. CASH, JR. For Issuer For With
1E ELECTION OF DIRECTOR: ROGER C. CORBETT For Issuer For With
1F ELECTION OF DIRECTOR: DOUGLAS N. DAFT For Issuer For With
1G ELECTION OF DIRECTOR: MICHAEL T. DUKE For Issuer For With
1H ELECTION OF DIRECTOR: MARISSA A. MAYER For Issuer For With
1I ELECTION OF DIRECTOR: GREGORY B. PENNER For Issuer For With
1J ELECTION OF DIRECTOR: STEVEN S REINEMUND For Issuer For With
1K ELECTION OF DIRECTOR: H. LEE SCOTT, JR. For Issuer For With
1L ELECTION OF DIRECTOR: ARNE M. SORENSON For Issuer For With
1M ELECTION OF DIRECTOR: JIM C. WALTON For Issuer For With
1N ELECTION OF DIRECTOR: S. ROBSON WALTON For Issuer For With
1O ELECTION OF DIRECTOR: CHRISTOPHER J. WILLIAMS For Issuer For With
1P ELECTION OF DIRECTOR: LINDA S. WOLF For Issuer For With
2 RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT ACCOUNTANTS For Issuer For With
3 ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION For Issuer For With
4 POLITICAL CONTRIBUTIONS REPORT Against Issuer Against With
5 DIRECTOR NOMINATION POLICY Against Issuer Against With
6 REPORT REGARDING INCENTIVE COMPENSATION PROGRAMS Against Issuer Against With

WASTE MANAGEMENT, INC.

Ticker Symbol:WM Cusip Number:94106L109
Record Date: 3/13/2012 Meeting Date: 5/10/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: BRADBURY H. ANDERSON For Issuer For With
1B ELECTION OF DIRECTOR: PASTORA SAN JUAN CAFFERTY For Issuer For With
1C ELECTION OF DIRECTOR: FRANK M. CLARK, JR. For Issuer For With
1D ELECTION OF DIRECTOR: PATRICK W. GROSS For Issuer For With
1E ELECTION OF DIRECTOR: JOHN C. POPE For Issuer For With
1F ELECTION OF DIRECTOR: W. ROBERT REUM For Issuer For With
1G ELECTION OF DIRECTOR: STEVEN G. ROTHMEIER For Issuer For With
1H ELECTION OF DIRECTOR: DAVID P. STEINER For Issuer For With
1I ELECTION OF DIRECTOR: THOMAS H. WEIDEMEYER For Issuer For With
2 RATIFY THE APPOINTMENT OF ERNST & YOUNG, LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012. For Issuer For With
3 TO APPROVE OUR EXECUTIVE COMPENSATION. For Issuer For With
4 TO AMEND OUR EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE. For Issuer For With
5 STOCKHOLDER PROPOSAL RELATING TO A STOCK RETENTION POLICY REQUIRING SENIOR EXECUTIVES TO RETAIN A SIGNIFICANT PERCENTAGE OF STOCK ACQUIRED THROUGH EQUITY PAY PROGRAMS UNTIL ONE YEAR FOLLOWING TERMINATION OF EMPLOYMENT, IF PROPERLY PRESENTED AT THE MEETING. Against Stockholder Against With
6 STOCKHOLDER PROPOSAL TO AMEND OUR BY-LAWS AND OTHER GOVERNING DOCUMENTS TO GIVE STOCKHOLDERS OF THE LOWEST PERCENTAGE OF OUR OUTSTANDING COMMON STOCK PERMITTED BY STATE LAW THE POWER TO CALL SPECIAL STOCKHOLDER MEETINGS, IF PROPERLY PRESENTED AT THE MEETING. Against Stockholder Against With

ZYNGA INC.

Ticker Symbol:ZNGA Cusip Number:98986T108
Record Date: 4/20/2012 Meeting Date: 6/8/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR 1) MARK PINCUS 2) JOHN SCHAPPERT 3) WILLIAM "BING" GORDON 4) REID HOFFMAN 5) JEFFREY KATZENBERG 6) STANLEY J. MERESMAN 7) SUNIL PAUL 8) OWEN VAN NATTA For Issuer For With
2 TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. For Issuer For With
3 TO INDICATE, ON AN ADVISORY BASIS, THE PREFERRED FREQUENCY OF STOCKHOLDER ADVISORY VOTES ON THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. For Issuer For With
4 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2012. For Issuer For With

ZYNGA INC.

Ticker Symbol:ZNGA Cusip Number:98986T108
Record Date: 4/20/2012 Meeting Date: 6/8/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR 1) MARK PINCUS 2) JOHN SCHAPPERT 3) WILLIAM "BING" GORDON 4) REID HOFFMAN 5) JEFFREY KATZENBERG 6) STANLEY J. MERESMAN 7) SUNIL PAUL 8) OWEN VAN NATTA For Issuer For With
2 TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. For Issuer For With
3 TO INDICATE, ON AN ADVISORY BASIS, THE PREFERRED FREQUENCY OF STOCKHOLDER ADVISORY VOTES ON THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. For Issuer For With
4 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2012. For Issuer For With


* Management Recommended Vote



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.



Frank Funds


By /s/Brian J. Frank

* Brian J. Frank

President


By /s/Monique M. Weiss

* Monique M. Weiss

Secretary


Date: July 31, 2012


*Print the name and title of each signing officer under his or her signature.