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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: 811-4014

Exact name of registrant as specified in charter: Meridian Fund, Inc.


		60 E. Sir Francis Drake Blvd., Ste. 306, Larkspur, Ca. 94939

		(Address of principal executive offices)


		Gregg B. Keeling
		Aster Investment Management, Inc.
		60 E. Sir Francis Drake Blvd., Ste. 306
		Larkspur, Ca. 94939

		(Name and address of agent for service)

Registrant’s telephone number, including area code: (415) 461-8770

Date of fiscal year end: June 30,

Date of reporting period: July 1, 2008 - June 30, 2009

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 (ss.ss. 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant’s proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 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. ss. 3507.

ITEM 1. PROXY VOTING RECORD:

Appended hereto as Exhibit A is the following information indicating for each matter relating to a portfolio security owned by the Registrant considered at any shareholder meeting held during the twelve month period ended June 30, 2009 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 Registrant cast its vote on the matter;

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

	(h).		Whether the matter was proposed by the issuer or by a security holder;

	(i).		Whether the Registrant cast its vote for or against management.

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant): Meridian Fund, Inc.


By (Signature and Title)*:		/s/ Gregg B. Keeling

		Gregg B. Keeling, *CFO / Proxy Manager*

Date: August 13 , 2009

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

Meridian Equity Fund

(h), (i)

i= proposed by issuer

s=proposed by shareholder

w=vote cast with management

(a)

(b)

(c)

(d)

(e)

(f)

(g)

a=vote cast against management

Company Name

Ticker

CUSIP

Meeting Date

Description of matter voted on

Voted

Vote cast

na=vote cast- no mgmt recommendation

RPM International, Inc.

RPM

749685103

10/10/2008

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Seagate Technology

STX

G7945J104

10/30/2008

Election of directors

yes

for all

i,w

Executive officer bonus plan

yes

for

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Automatic Data Processing, Inc.

ADP

053015103

11/11/2008

Election of directors

yes

for all

i,w

Omnibus Award Plan

yes

against

i,a

Ratify independent registered public accounting firm

yes

for

i,w

Diebold Incorporated

DBD

253651103

11/12/2008

Election of directors

yes

for all

i,w

Ratify independent auditors

yes

for

i,w

Anheuser-Busch Companies, Inc.

BUD

035229103

11/12/2008

Merger

yes

for

i,w

Adjourn meeting to a later date

yes

for

i,w

Sysco Corporation

SYY

871829107

11/19/2008

Election of directors

yes

for all

i,w

Payment of compensation

yes

for

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Director’s elected annually

yes

for

s,a

Sonoco Products Company

SON

835495102

4/15/2009

Election of directors

yes

for all

I, w

Ratify independent registered public accounting firm

yes

for

i,w

Genuine Parts Company

GPC

372460105

4/20/2009

Election of directors

yes

for all

I, w

Ratify independent registered public accounting firm

yes

for

i,w

The Coca-Cola Company

191216100

4/22/2009

Election of directors

yes

for all

I, w

Ratify independent registered public accounting firm

yes

for

i,w

Shareowner proposal regarding Advisory Vote on Executive
Compensation

yes

against

s, w

Shareowner proposal regarding an independent Board Chair

yes

against

s, w

Shareowner proposal regarding a Board Committee on Human Rights

yes

for

s, a

Shareowner proposal regarding Restricted Stock

yes

for

s, a

Eaton Corp.

ETN

278058102

4/22/2009

Election of directors

yes

for all

I, w

Approval of proposed 2009 Stock Plan

yes

against

i, a

Ratify independent registered public accounting firm

yes

for

i,w

Willis Group Holdings Limited

WSH

G96655108

4/22/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

General Electric Company

369604103

4/22/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Cumulative voting

yes

against

s, w

Executive compensation advisory vote

yes

against

s, w

Independent study regarding breaking up GE

yes

against

s, w

Dividend policy

yes

for

s,a

Shareholder vote on Golden Parachutes

yes

for

s, a

Stanley Works

SWK

854616109

4/23/2009

Election of directors

yes

for all

i,w

Ratify independent registered auditors

yes

for

i,w

Approval of 2009 Long-Term Incentive Plan

yes

against

i, a

Proposal urging Board of Directors to require that all members of Board of Directors be elected annually

yes

for

s, a

Johnson & Johnson

JNJ

478160104

4/23/2009

Election of directors

yes

for all

I,w

Ratify independent registered public accounting firm

yes

for

i,w

Advisory Vote on Executive Compensation Policies and Disclosure

yes

against

I, w

Diebold, Inc.

DBD

253651103

4/23/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Approval of amended and restated 1991 Equity and Performance Incentive Plan

yes

against

i, a

Avery Denison Corporation

AVY

053611109

4/23/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Approval of Senior Executive Annual Incentive Plan

yes

for

i,w

The Boeing Company

097023105

4/24/2009

Election of directors

yes

for all

I,w

Amendment to The Boeing Company 2003 Incentive Stock Plan

yes

against

I, a

Vote on appointment of independent auditor

yes

for

i,w

Adopt cumulative voting

yes

against

s, w

Require advisory vote on named executive officer compensation

yes

against

s, w

Adopt health care principles

yes

against

s,w

Prepare a report on foreign military sales

yes

against

s,w

Require an independent lead director

yes

against

s,w

Require shareholder approval of future severance arrangements

yes

for

s,a

Require disclosure of political contributions

yes

against

s, w

AT&T Inc.

00206R102

4/24/2009

Election of directors

yes

for all

I,w

Ratify independent registered public accounting firm

yes

for

i,w

Amendment to increase authorized shares

yes

for

i,w

Report on political contributions

yes

against

s, w

Special stockholder meetings

yes

for

s, a

Cumulative voting

yes

against

s, w

Bylaw requiring independent chairman

yes

against

s, w

Advisory vote on compensation

yes

against

s, w

Pension credit policy

yes

for

s, a

VF Corporation

VFC

918204108

4/28/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

AGL Resources, Inc.

AGL

110204106

4/29/2009

Election of directors

yes

for all

i,w

Amendment articles of incorporation to eliminate classification of Board of Directors

yes

for

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Morgan Stanley

617446448

4/29/2009

Election of directors

yes

for all

I, w

Ratify independent registered public accounting firm

yes

for

i,w

Approval of the compensation of executives as disclosed

yes

for

I, w

Amendment of 2007 Equity Incentive Compensation Plan

yes

against

i, a

Shareholder proposal regarding special shareowner meetings

yes

for

s, a

Shareholder proposal regarding independent chair

yes

against

s, w

Kimberly-Clark Corp.

KMB

494368103

4/30/2009

Election of directors

yes

for all

I, w

Ratification of auditors

yes

for

I, w

Approval of amended and restated certificate of incorporation regarding rights of holders at least twenty-five percent of shares to call a special meeting of stockholders

yes

against

i, a

Reapproval of performance goals under 2001 Equity Participation Plan

yes

against

i, a

Stockholder proposal regarding cumulative voting

yes

against

s, w

Hubbell Inc.

HUB.B

443510201

5/4/2009

Election of directors

yes

for all

I, w

Ratify independent registered public accounting firm

yes

for

i,w

Reynolds American, Inc.

RAI

761713106

5/6/2009

Election of directors

yes

for all

I, w

Approval of 2009 Omnibus Incentive Compensation Plan

yes

against

i, a

Ratify independent registered public accounting firm

yes

for

i,w

Proposal on elimination of Classified Board

yes

for

s, a

Proposal on food insecurity and tobacco use

yes

against

s, w

Proposal on making future new/and or expanded brands non-addictive

yes

against

s, w

Proposal on human rights protocols

yes

against

s, w

Leggett & Platt, Incorporated

LEG

524660107

5/7/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Approval of 2009 Key Officers Incentive Plan

yes

for

i,w

Proposal requesting addition of sexual orientation and gender identity to written non-discrimination policy

yes

against

s, w

Public Storage

PSA

74460D109

5/7/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

United Parcel Service

UPS

911312106

5/7/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Approval of 2009 Omnibus Incentive Compensation Plan

yes

against

i, a

Sunoco, Inc.

SUN

86764P109

5/7/2009

Election of directors

yes

for all

i,w

Approval of amended and restated retainer stock plan

yes

for

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Vulcan Materials Company

VMC

929160109

5/8/2009

Election of directors

yes

for all

i,w

Approval of 2009 Executive Incentive Plan

yes

for

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Approval of a shareholder proposal

yes

against

s ,w

Waste Management, Inc.

WMI

94106L109

5/8/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Amendment of Stock Purchase Plan to increase number of shares authorized for insurance

yes

for

i,w

Approval of 2009 Stock Incentive Plan

yes

against

i, a

Disclosure of political contributions

yes

against

i,w

Adoption of simple majority vote

yes

for

i, a

The Timken Company

TKR

887389104

5/12/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Amendment of articles of incorporation to provide that Directors be elected by affirmative vote of the majority at annual meeting of shareholders

yes

for

s, a

Mercury General Corporation

MCY

589400100

5/13/2009

Election of directors

yes

for all

i,w

Mattel, Inc.

MAT

577081102

5/13/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Proposal regarding certain reports by the Board of Directors

yes

against

s, w

Proposal regarding special shareowner meetings

yes

against

s, w

Norfolk Southern Corporation

NSC

655844108

5/14/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Proposal concerning corporate political contributions

yes

against

i,w

The Dow Chemical Company

DOW

260543103

5/14/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Proposal on cumulative voting

yes

against

s, w

Proposal on special meetings

yes

against

s, w

Proposal on Executive Stock Retention

yes

against

s, w

Proposal on Say on Executive Pay

yes

against

s, w

Proposal on Environmental Remediation in Midland Area

yes

against

s, w

Lincoln National Corporation

LNC

534187109

5/14/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Approval of 2009 amended and restated Incentive Compensation Plan

yes

against

i, a

Proposal requesting Board of Directors to initiate the process to amend the corporation’s restated articles of incorporation

yes

for

s,a

Nu Skin Enterprises Inc.

NUS

67018T105

5/18/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Nordstrom Inc.

JWN

655664100

5/19/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Approval of Executive Management Bonus Plan

yes

for

i,w

Kraft Foods Inc.

KFT

50075N104

5/20/2009

Election of directors

yes

for all

i,w

Approval of amended and restated 2005 Performance Incentive Plan

yes

against

i, a

Ratify independent registered public accounting firm

yes

for

i,w

Proposal regarding shareholder meeting

yes

against

i,w

Intel Corporation

INTC

458140100

5/20/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Amendment and extension of 2006 Equity Incentive Plan

yes

against

i, a

Amendment of an employee stock option exchange program

yes

against

i, a

Advisory vote on executive compensation

yes

for

i,w

Cumulative voting

yes

against

s, w

Human right to water

yes

against

s, w

Interactive Data Corporation

IDC

45840J107

5/20/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Approval of 2009 Long-Term Incentive Plan

yes

against

i, a

R.R. Donnelley & Sons Company

RRD

257867101

5/21/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Proposal with respect to a sustainable forestry report

yes

against

s,w

Proposal with respect to special stockholder meetings

yes

against

s, w

Chevron Corporation

CVX

166764100

5/27/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Approval of Material Terms of Performance Goals for Performance-based Awards under Incentive Plan

yes

for

i,w

Approval of Material Terms of Performance Goals for Performance-based Awards under Long-Term Incentive Plan

yes

against

i, a

Special stockholder meetings

yes

against

s, w

Advisory vote on Summary Compensation Table

yes

against

s, w

Greenhouse Gas Emissions

yes

against

s, w

Country Selection Guidelines

yes

against

s, w

Human Rights Policy

yes

against

s, w

Host Country laws

yes

against

s, w

The Home Depot, Inc.

437076102

5/28/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Amend the sixth article of Certificate of Incorporation to allow holders of at least 25% of shares of outstanding common stock to call a special meeting of shareholders

yes

for

i,w

Proposal regarding cumulative voting

yes

against

s, w

Proposal regarding special shareholder meetings

yes

against

s, w

Proposal regarding Employment Diversity Report

yes

against

s, w

Proposal regarding Executive Officer Compensation

yes

against

s, w

Proposal regarding energy use

yes

against

s, w

Supervalu Inc.

SVU

868536103

6/25/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Proposal regarding drugstore tobacco sales

yes

against

s,w

Proposal regarding say on pay

yes

against

s, w

Meridian Value Fund

(h), (i)

i= proposed by issuer

s=proposed by shareholder

w=vote cast with management

(a)

(b)

(c)

(d)

(e)

(f)

(g)

a=vote cast against management

Company Name

Ticker

CUSIP

Meeting Date

Description of matter voted on

Voted

Vote cast

na=vote cast- no mgmt recommendation

BE Aerospace Inc.

BEAV

073302101

7/31/2008

Election of directors

yes

for all

i,w

Stockholder proposal (The Macbride Principles)

yes

against

s,w

Electronic Arts Inc.

ERTS

285512109

7/31/2008

Election of directors

yes

for all

i,w

Amendments to 2000 Equity Incentive Plan

yes

against

i,a

Amendments to 2000 Employee Stock Purchase Plan

yes

for

i,w

Ratify independent auditors

yes

for

i,w

ImClone Systems Inc.

IMCL

45245W109

9/10/2008

Election of directors

yes

for all

i,w

Appoint independent registered public accountants

yes

for

i,w

Approval of Employee Stock Purchase Plan

yes

for

i,w

Briggs & Stratton Corp.

BGG

109043109

10/15/2008

Election of directors

yes

for all

i,w

Ratify independent auditor

yes

for

i,w

Western Digital Corp.

WDC

958102105

11/6/2008

Election of directors

yes

for all

i,w

Amendment to 2005 Employee Stock Purchase Plan

yes

against

i,a

Ratify independent registered public accounting firm

yes

for

i,w

Gold Fields Limited

GFI

38059T106

11/12/2008

Adoption of financial statements

yes

for

i,na

Election of directors

yes

for all

i,na

Ordinary Shares under the control of the Directors

yes

against

i,na

Redeemable Preference Shares under the control of the Directors

yes

against

i,na

Issuing Equity Securities for cash

yes

for

i,na

Award of Rights under 2005 non-executive share plan

yes

for

i,na

Increase non-executive director fees

yes

for

i,na

Acquisition of company’s own shares

yes

for

i,na

CACI International, Inc.

CAI

127190304

11/19/2008

Election of directors

yes

for all

i,w

Approval of Amended 2006 Employee Stock Incentive Plan

yes

against

i,a

Adjournment of meeting

yes

against

i,a

Ratify independent registered auditors

yes

for

i,w

Schnitzler Steel Industries, Inc.

SCHN

806882106

1/28/2009

Election of directors

yes

for all

i,w

Approval of amendment to 1993 Stock Incentive Plan

yes

against

i,a

Cabot Corp.

CBT

127055101

3/12/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Approval of 2009 Long Term Incentive Plan

yes

against

i,a

Covidien, Ltd.

COV

G2552X108

3/18/2009

Election of directors

yes

for all

i,w

Approval of Amended and restated 2007 Stock and Incentive Plan

yes

against

i,a

Appointment of independent auditors and authorization of audit committee to set auditors remuneration

yes

for

i,w

Willis Group Holdings Limited

WSH

G96655108

4/22/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm and authorize audit committee of Board of Directors to fix independent auditors remuneration

yes

for

i,w

Beckman Coulter, Inc.

BEC

075811109

4/23/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Amendment of 2007 Long-Term Incentive Plan

yes

against

i,w

Diebold, Inc.

DBD

253651103

4/23/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Approval of amended and restated 1991 Equity and Performance Incentive Plan

yes

against

i, a

Abbott Laboratories

ABT

002824100

4/24/2009

Election of directors

yes

for all

i,w

Approval of 2009 Stock Incentive Program

yes

against

i,a

Approval of 2009 Stock Purchase Plan for non-U.S. employees

yes

for

I, w

Ratify independent auditors

yes

for

i,w

Shareholder proposal (animal testing)

yes

against

s, w

Shareholder proposal (health care principles)

yes

against

s, w

Shareholder proposal (advisory vote)

yes

against

s, w

Franklin Electric Co., Inc.

FELE

353514102

4/24/2009

Election of directors

yes

for all

i,w

Approval of amended and restated Stock Plan

yes

against

I, a

Ratify independent registered public accounting firm

yes

for

i,w

Harley-Davidson, Inc.

HOG

412822108

4/25/2009

* Received notice and proxy materials after meeting date

Election of directors

Approval of 2009 Incentive Stock Plan

Ratify independent registered public accounting firm

Proposal to reorganize the Board of Directors into one class

Wells Fargo & Company

WFC

949746101

4/28/2009

Election of directors

yes

for all

i,w

Approval of non-binding advisory resolution regarding compensation of Company’s named executives

yes

for

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Approval of amendment to Long-Term Incentive Compensation Plan

yes

against

i,a

Stockholder proposal regarding a By-laws amendment to require an independent chairman

yes

against

s, w

Stockholder proposal regarding report on political contributions

yes

against

s, w

Kimberly-Clark Corp.

KMB

494368103

4/30/2009

Election of directors

yes

for all

i,w

Ratify independent registered auditor

yes

for

i,w

Approval of amended and restated certificate of incorporation regarding rights of holders at least twenty-five percent of shares to call a special meeting of stockholders

yes

against

i, a

Reapproval of performance goals under 2001 Equity Participation Plan

yes

against

i, a

Stockholder proposal regarding cumulative voting

yes

against

s, w

Polaris Industries, Inc.

PII

731068102

4/30/2009

Election of directors

yes

for all

i,w

Approval of amendment to the Deferred Compensation Plan for Directors

yes

for

i,w

Approval of amendment to the 2007 Omnibus Incentive Plan

yes

against

i, a

Reapproval of material performance terms and approval of additional business criteria under Senior Executive Annual Incentive Compensation Plan

yes

for

i,w

Reapproval of material performance terms and approval of additional business criteria under Long Term Incentive Plan

yes

for

i,w

Ratify independent registered auditor

yes

for

i,w

The Black & Decker Corp.

BDK

091797100

4/30/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

American Medical Systems Holdings, Inc.

AMMD

02744M108

4/30/2009

Election of directors

yes

for all

i,w

Approval of 2005 Stock Incentive Plan as amended and restated

yes

against

i, a

Ratify independent registered public accounting firm

yes

for

i,w

Exterran Holdings, Inc.

EXH

30225X103

4/30/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Approval of Amendment No. 1 to amended and restated 2007 Stock Incentive Plan

yes

against

i, a

Hawaiian Electric Industries

419870100

5/5/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Amend and restate the restated articles of incorporation

yes

for

i,w

Marvel Entertainment, Inc.

MVL

57383T103

5/5/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Tetra Technologies, Inc.

TTI

88162F105

5/5/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Baxter International, Inc.

BAX

071813109

5/5/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Proposal relating to animal testing

yes

against

s, w

Boston Scientific Corporation

BSX

101137107

5/5/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Transact such other business as may properly come before the
meeting or any adjournment or postponement thereof

yes

for

i,w

The Travelers Companies, Inc.

TRV

89417E109

5/5/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Re-approval of material terms of performance goals under amended and restated 2004 Stock Incentive Plan

yes

against

i, a

Apache Corporation

APA

037411105

5/7/2009

Proposal relating to political contributions

yes

against

s, w

Election of directors

yes

for all

i,w

Avista Corp.

AVA

05379B107

5/7/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Reapproval of terms of performance goals under Long-Term Incentive Plan

yes

against

i, a

Proposal to eliminate the classification of the Board of Directors so as to require that all directors be elected annually

yes

for

s, na

Proposal to require that an independent director serve as Chair of the Board who does not also serve as CEO of the company

yes

against

s, w

Verizon Communications Inc.

92343V104

5/7/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Advisory Vote Related to Executive Compensation

yes

for

i,w

Approval of Long-Term Incentive Plan

yes

against

i, a

Approval of Short-Term Incentive Plan

yes

for

i,w

Prohibit granting stock options

yes

for

i, a

Shareholder ability to call special meeting

yes

for

i, a

Separate offices of Chairman and CEO

yes

against

i,w

Cumulative voting

yes

against

i,w

Shareholder approval of benefits paid after death

yes

for

i, a

Cephalon, Inc.

CEPH

156708109

5/12/2009

Election of directors

yes

for all

i,w

Approval of amendment to the 2005 Equity Compensation Plan, increasing

yes

against

i, a

the number of shares authorized for insurance

Ratify independent registered public accounting firm

yes

for

i,w

Progress Energy Inc.

PGN

743263105

5/13/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Approval of 2009 Executive Incentive Plan

yes

for

i,w

Mattel, Inc.

MAT

577081102

5/13/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Proposal regarding certain reports by the Board of Directors

yes

against

s, w

Proposal regarding special shareowner meetings

yes

against

s, w

KBR, Inc.

KBR

48242W106

5/14/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Create a Board committee on Human Rights

yes

against

i,w

Establish a committee to review alleged financial misconduct and human rights abuses

yes

against

i,w

Carter’s Inc.

CRI

146229109

5/14/2009

Election of directors

yes

for all

i,w

Approval of amended and restated 2003 Equity Incentive Plan

yes

against

i, a

Ratify independent registered public accounting firm

yes

for

i,w

Pactiv Corp.

PTV

695257105

5/15/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Transocean, Ltd.

RIG

H8817H100

5/15/2009

Approval of 2008 Annual Report, Consolidated Financial Statements and

yes

for

i,w

Statutory financial statements

Discharge of members of the Board of Directors and the executive officers

yes

for

i,w

Appropriation of available retained earnings without payment of a dividend to shareholders and release of CHF 3.5 billion of legal reserves to other reserves

yes

for

i,w

Authorization of a share repurchase program

yes

for

i,w

Approval of Long-Term Incentive Plan as amended and restated

yes

for

i,w

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

JPMorgan Chase & Co.

JPM

44625H100

5/19/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Advisory vote on executive compensation

yes

for

i,w

Government service reports

yes

against

s, w

Cumulative voting

yes

against

s, w

Special shareowner meetings

yes

for

s, a

Credit card lending practices

yes

against

s, w

Changes to KEPP

yes

against

s, w

Share retention

yes

against

s, w

Carbon principles report

yes

against

s, w

Con-Way Inc.

CNW

205944101

5/19/2009

Election of directors

yes

for all

i,w

Amendment relating to Board declassification

yes

for

i,w

Amendment relating to Board size

yes

for

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Akamai Technologies Inc.

AKAM

00971T101

5/19/2009

Election of directors

yes

for all

i,w

Approval of the adoption of 2009 Stock Incentive Plan

yes

against

i, a

Ratify independent registered public accounting firm

yes

for

i,w

Kraft Foods Inc.

KFT

50075N104

5/20/2009

Election of directors

yes

for all

i,w

Approval of amended and restated 2005 Performance Incentive Plan

yes

against

i, a

Ratify independent registered public accounting firm

yes

for

i,w

Proposal regarding shareholder meeting

yes

against

i,w

Nvidia Corporation

NVDA

67066G104

5/20/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Intel Corporation

INTC

458140100

5/20/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Amendment and extension of 2006 Equity Incentive Plan

yes

against

i, a

Amendment of an employee stock option exchange program

yes

against

i, a

Advisory vote on executive compensation

yes

for

i,w

Cumulative voting

yes

against

s, w

Human right to water

yes

against

s, w

Sealed Air Corporation

SEE

81211K100

5/20/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Zebra Technologies Corporation

ZBRA

989207105

5/21/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Chevron Corporation

CVX

166764100

5/27/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Approval of Material Terms of Performance Goals for Performance-based Awards under Incentive Plan

yes

for

i,w

Approval of Material Terms of Performance Goals for Performance-based

yes

against

i, a

Awards under Long-Term Incentive Plan

Special stockholder meetings

yes

against

s, w

Advisory vote on Summary Compensation Table

yes

against

s, w

Greenhouse Gas Emissions

yes

against

s, w

Country Selection Guidelines

yes

against

s, w

Human Rights Policy

yes

against

s, w

Host Country laws

yes

against

s, w

Intermec, Inc.

458786100

5/27/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Verisign, Inc.

VRSN

92343E102

5/28/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Covidien, Ltd.

COV

G2552X108

5/28/2009

Approval of scheme of arrangement attached to Proxy Statement as Annex A

yes

for

i,w

If the scheme of arrangement is approved, and in connection with scheme of arrangement and reorganization, approval of creation of distributable reserves (through reduction of share premium account) that was previously approved and other current shareholders

yes

for

i,w

Approval of the motion to adjourn the meeting to a later date to solicit additional proxies if there are insufficient proxies to approve the scheme of arrangement at the time of the meeting

yes

for

i,w

Annaly Capital Management, Inc.

NLY

035710409

5/29/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Power Integrations Inc.

POWI

739276103

6/8/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Autodesk, Inc.

ADSK

052769106

6/11/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Proposal to approve the 2010 Outside Director’s Stock Plan

yes

against

i, a

Best Buy Co., Inc.

BBY

086516101

6/24/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Approval of amendments to 2004 Omnibus Stock and Incentive Plan

yes

against

i, a

Approval of amendment to Article IX of amended and restated Articles of

yes

for

i,w

Incorporation to change approval required

Approval of amendment to Article IX to decrease shareholder approval required to amend Article IX

yes

for

i,w

Approval of amendment to Article IX to decrease shareholder approval required to remove Directors without cause

yes

for

i,w

Approval of amendment to Article IX to decrease shareholder approval required to amend classified Board provisions

yes

for

i,w

Approval of amendment to Article X to decrease shareholder approval required for certain repurchase of stock

yes

for

i,w

Approval of amendment to Article X to decrease shareholder approval required to amend Article X

yes

for

i,w

Meridian Growth Fund

(h), (i)

i= proposed by issuer

s=proposed by shareholder

w=vote cast with management

(a)

(b)

(c)

(d)

(e)

(f)

(g)

a=vote cast against management

Company Name

Ticker

CUSIP

Meeting Date

Description of matter voted on

Voted

Vote cast

na=vote cast- no mgmt recommendation

BE Aerospace Inc.

BEAV

073302101

7/31/2008

Election of directors

yes

for all

i,w

Stockholder proposal (The Macbride Principles)

yes

against

s,w

Airgas Inc

ARG

009363102

8/5/2008

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Approve executive bonus plan

yes

for

i,w

Netapp, Inc.

NTAP

64110D104

9/2/2008

Election of directors

yes

for all

i,w

Amendment to the 1999 Stock Option Plan to grant equity awards to the company’s non-employee directors

yes

against

i,a

Amendment to 1999 Plan to increase the share reserve by an additional 6,600,000 shares of common stock

yes

for

i,w

Amendment to the Employee Stock Purchase Plan to increase the share reserve by an additional 2,900,000 shares of common stock

yes

for

i,w

Ratify independent auditors

yes

for

i,w

Darden Restaurants, Inc.

DRI

237194105

9/14/2007

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Global Payments, Inc.

GPN

37940X102

9/26/2008

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

RPM International, Inc.

RPM

749685103

10/10/2008

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Dionex Corp.

DNEX

254546104

10/28/2008

Election of directors

yes

for all

i,w

Ratify independent auditors

yes

for

i,w

Diebold, Inc.

DBD

253651103

11/12/2008

Election of directors

yes

for all

i,w

Ratify independent auditors

yes

for

i,w

Allied Waste Industries, Inc.

019589308

11/14/2008

Approval of proposal of merger with Republic Services

yes

for

i,w

Approval to adjourn meeting, if necessary, of foregoing proposal

yes

for

i,w

Pall Corp.

PLL

696429307

11/19/2008

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Amend Employee Stock Purchase Plan to increase number of shares

yes

for

i,w

Amend 2005 Employee Stock Compensation Plan to increase number of shares

yes

against

i,a

Micros Systems, Inc.

MCRS

594901100

11/21/2008

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Approve amendment to 1991 Stock Option Plan to authorize the issuance of an additional 1,200,000 shares of common stock

yes

against

i,a

Approve other business as may properly come before the annual meeting

yes

for

i,a

CBRL Group, Inc.

CBRL

12489V106

11/25/2008

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Approve corporate name change to Cracker Barrel Old Country Store, Inc.

yes

for

i,w

Approve amendment to Stock Option Plan

yes

against

i,a

Approve amendments to 2002 Omnibus Incentive Compensation Plan increasing the categories of performance criteria and annual cash award limit

yes

against

i,a

Approve amendment to 2002 Omnibus Incentive Compensation Plan increasing number of shares that may be awarded

yes

against

i,a

Family Dollar Stores, Inc.

FDO

307000109

1/15/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Nuance Communications, Inc.

NUAN

67020Y100

1/30/2009

Election of directors

yes

for all

i,w

Approve amended and restated 2000 Stock Plan

yes

against

i, a

Ratify independent registered public accounting firm

yes

for

i, w

Jack In The Box, Inc.

JACK

466367109

2/13/2009

Election of directors

yes

for all

i, w

Ratify independent registered public accounting firm

yes

for

i, w

International Game Technology, Inc.

IGT

459902102

3/3/2009

Election of directors

yes

for all

i, w

Approve amendment of 2002 Stock Incentive Plan

yes

against

i, a

Ratify independent registered public accounting firm

yes

for

i, w

Election of Philip G. Satre to Board of Directors

yes

for

i, w

Adobe Systems Incorporated

ADBE

00724F101

4/1/2009

Election of directors

yes

for all

i, w

Approval of amendment to 2003 Equity Incentive Plan

yes

against

i, a

Ratify independent registered public accounting firm

yes

for

i, w

T. Rowe Price Group, Inc.

TROW

74144T108

4/8/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Copart, Inc.

CPRT

217204106

4/14/2009

Approval of an option to acquire 2,000,000 shares of common stock to each of Chairman, CEO, and President in lieu of cash salary or bonus compensation or any additional equity incentives for a five-year period

yes

against

I, a

C.R. Bard, Inc.

BCR

067383109

4/15/2009

Election of directors

yes

for all

i,w

Approval of Executive Bonus Plan as amended and restated

yes

for

i,w

Approval of 2003 Long Term Incentive Plan as amended and restated

yes

against

i, a

Ratify independent registered public accounting firm

yes

for

i,w

Netapp, Inc.

NTAP

64110D104

4/21/2009

Approval of proposal to allow a one-time stock option exchange program and an amendment to the 1999 Stock Option Plan and other equity plans

yes

against

i, a

Willis Group Holdings Limited

WSH

G96655108

4/22/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Diebold, Inc.

DBD

253651103

4/23/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Approval of amended and restated 1991 Equity and Performance Incentive Plan

yes

against

i, a

Cooper Industries, Ltd.

CBE

G24182100

4/27/2009

Election of directors

yes

for all

i,w

Implementation of a code of conduct based on International Labor Organization Human Rights Standards

yes

against

s,w

Teradata Corporation

TDC

88076W103

4/28/2009

Election of directors

yes

for all

i,w

Appointment of independent auditors

yes

for

i,w

Approval of 2007 Stock Incentive Plan

yes

against

i, a

Approval of Management Incentive Plan

yes

against

i, a

Digital Realty Trust, Inc.

DLR

253868103

4/28/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Rollins, Inc.

ROL

775711104

4/28/2009

Election of directors

yes

for all

i,w

Brown & Brown, Inc.

BRO

115236101

4/29/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

The Dun & Bradstreet Corporation

DNB

26483E100

5/5/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Approval of 2009 Stock Incentive Plan

yes

against

i, a

Expeditors Int’l of Washington, Inc.

EXPD

302130109

5/6/2009

Election of directors

yes

for all

i,w

Approve and ratify adoption of 2009 Stock Option Plan

yes

against

i, a

Ratify independent registered public accounting firm

yes

for

i,w

American Tower Corp.

AMT

029912201

5/6/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Edwards Lifesciences Corporation

28176E108

5/7/2009

Election of directors

yes

for all

i,w

Approval of amendment and restatement of Long-Term Stock Incentive Compensation Program

yes

against

i, a

Ratify independent registered public accounting firm

yes

for

i,w

Dentsply International Inc.

XRAY

249031107

5/12/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Advent Software, Inc.

ADVS

007974108

5/13/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Approve amended and restated 2002 Stock Plan, and add and reserve 1,800,000 shares thereafter

yes

against

i, a

Mattel, Inc.

MAT

577081102

5/13/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Proposal regarding certain reports by the Board of Directors

yes

against

s, w

Proposal regarding special shareowner meetings

yes

against

s, w

Core Laboratories N.V.

CLB

N22717107

5/14/2009

Election of directors

yes

for all

i,w

Confirm and adopt Dutch statutory annual accounts in the English language

yes

for

i,w

Approve and resolve the extension of the authority to issue shares and/or grant rights with respect ot common and preference shares up to a maximum of 20% of outstanding shares

yes

against

i, a

Ratify independent registered public accounting firm

yes

for

i,w

Republic Services, Inc.

RSG

760759100

5/14/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Approval of Executive Incentive Plan

yes

against

i, a

Approval of 2009 Employee Stock Purchase Plan

yes

against

i, a

Granite Construction Incorporated

GVA

387328107

5/15/2009

Election of directors

yes

for all

i,w

Amendment of incorporated amended and restated 1999 Equity Incentive Plan

yes

for

i,w

Ratify independent registered public accounting firm

yes

for

i,w

FMC Technologies, Inc.

FTI

30249U101

5/15/2009

Election of directors

yes

for all

i,w

Amendment of the amended and restated certificate of incorporation

yes

for

i,w

Trimble Navigation Limited

TRMB

896239100

5/19/2009

Election of directors

yes

for all

i,w

Approval of amendment to amended and restated employee Stock Purchase

yes

against

i, a

Plan to increase shares of common stock reserved for insurance thereunder from 11,550,000 to 15,550,000

Approval of amendment to amended and restated 2002 Stock Plan to increase shares of company common stock and to approve the material terms of the stock awards that are intended to qualify as performance-based compensation

yes

against

i, a

Ratify independent registered public accounting firm

yes

for

i,w

To transact such other business as may properly come before the meeting
or any adjournment(s) thereof

yes

for

i,w

Ross Stores, Inc.

ROST

778296103

5/20/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Zebra Technologies Corporation

ZBRA

989207105

5/21/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Cerner Corporation

CERN

156782104

5/22/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Continental Resources Inc.

CLR

212015101

5/28/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Verisign, Inc.

VRSN

92343E102

5/28/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Watsco, Inc.

WSO

942622200

5/29/2009

Election of directors

yes

for all

i,w

Approve, adopt and ratify the amended and restated 2001 Incentive Compensation Plan

yes

against

i, a

Approve an amendment to the amended and restated articles of incorporation to provide that vacancies filled by Board of Directors be subject to reelection at next annual meeting of shareholders

yes

against

i, a

Approval of amendment to amended and restated articles of incorporation to authorize insurance of up to 10,000,000 shares of preferred stock

yes

for

i,w

Affiliated Managers Group Inc.

AMG

008252108

6/9/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Autodesk, Inc.

ADSK

052769106

6/11/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Proposal to approve the 2010 Outside Director’s Stock Plan

yes

against

i, a

Blackbaud, Inc.

BLKB

09227Q100

6/16/2009

Election of directors

yes

for all

i,w

Approval of amended and restated certificate of incorporation

yes

for

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Petsmart, Inc.

PETM

716768106

6/17/2009

Election of directors

yes

for all

i,w

Amend restated certificate of incorporation to eliminate classified board structure

yes

for

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Amend executive short-term incentive plan

yes

for

i,w

Carmax, Inc.

KMX

143130102

6/23/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Approval of amendment to amended and restated 2002 Stock Incentive Plan

yes

against

i, a

Approval of amendment to amended and restated 2002 Stock Purchase Plan

yes

for

i,w

Bed Bath & Beyond Inc.

BBBY

075896100

6/30/2009

Election of directors

yes

for all

i,w

Ratify independent registered public accounting firm

yes

for

i,w

Amend certificate of incorporation; majority voting in non-contested Director elections

yes

for

i,w

Amend certificate of incorporation; eliminate express supermajority voting provisions

yes

for

i,w

Amend certificate of incorporation; eliminate statutory supermajority voting requirements

yes

for

i,w

Re-approval of performance goals under 2004 Incentive Compensation Plan

yes

for

i,w

Sustainability report

yes

against

s, w