-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QCIdTasYfTfB4BnN/gm3GTW9Gn0tHaAEqMsuBzX109ghEpa8VDipGfT3nMo7CFdk eC3PJAbtxGOUjzo2YeUP0w== 0000919574-09-015147.txt : 20090831 0000919574-09-015147.hdr.sgml : 20090831 20090831171409 ACCESSION NUMBER: 0000919574-09-015147 CONFORMED SUBMISSION TYPE: N-PX PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090630 FILED AS OF DATE: 20090831 DATE AS OF CHANGE: 20090831 EFFECTIVENESS DATE: 20090831 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND INC CENTRAL INDEX KEY: 0001090504 IRS NUMBER: 000000000 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: N-PX SEC ACT: 1940 Act SEC FILE NUMBER: 811-09687 FILM NUMBER: 091046725 BUSINESS ADDRESS: STREET 1: ALLIANCEBERNSTEIN LP STREET 2: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 2129692124 MAIL ADDRESS: STREET 1: ALLIANCEBERNSTEIN LP STREET 2: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 FORMER COMPANY: FORMER CONFORMED NAME: ALLIANCEBERNSTEIN DISCIPLINED VALUE FUND INC DATE OF NAME CHANGE: 19990714 0001090504 S000009999 ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND INC C000027654 Class A ADGAX C000027655 Class B ADGBX C000027656 Class C ADGCX C000027657 Class R ADGRX C000027658 Class K ADGKX C000027659 Class I ADGIX N-PX 1 d811-09687_09.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number: 811-09687 AllianceBernstein Focused Growth & Income Fund, Inc. (Exact name of registrant as specified in charter) AllianceBernstein L.P. 1345 Avenue of the Americas, New York, New York l0105 (Address of Principal Executive Office) (Zip Code) Registrant's Telephone Number, including Area Code: (800) 221-5672 EMILIE D. WRAPP AllianceBernstein L.P. 1345 Avenue of the Americas New York, New York l0105 (Name and address of agent for service) Copies of communications to: Kathleen K. Clarke Seward & Kissel LLP 1200 G Street, N.W. Washington, D.C. 20005 Date of fiscal year end: November 30 Date of reporting period: July 1, 2008 - June 30, 2009 Item 1. Proxy Voting Record. ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-09687 Reporting Period: 07/01/2008 - 06/30/2009 AllianceBernstein Focused Growth & Income Fund, Inc. ============= ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND, INC. ============= ACCENTURE LTD Ticker: ACN Security ID: G1150G111 Meeting Date: FEB 12, 2009 Meeting Type: Annual Record Date: DEC 15, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 RE-APPOINTMENT TO THE BOARD OF For For Management DIRECTORS: CHARLES H. GIANCARLO 2 RE-APPOINTMENT TO THE BOARD OF For For Management DIRECTORS: DINA DUBLON 3 RE-APPOINTMENT TO THE BOARD OF For For Management DIRECTORS: WILLIAM D. GREEN 4 RE-APPOINTMENT TO THE BOARD OF For Against Management DIRECTORS: NOBUYUKI IDEI 5 RE-APPOINTMENT TO THE BOARD OF For For Management DIRECTORS: MARJORIE MAGNER 6 RATIFY AUDITORS For For Management - -------------------------------------------------------------------------------- ACE LTD. Ticker: ACE Security ID: G0070K103 Meeting Date: JUL 14, 2008 Meeting Type: Annual Record Date: MAY 27, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR: MICHAEL G. ATIEH For For Management TO TERM EXPIRING IN 2009. 2 ELECTION OF DIRECTOR: MARY A. CIRILLO For For Management TO TERM EXPIRING IN 2009. 3 ELECTION OF DIRECTOR: BRUCE L. CROCKETT For For Management TO TERM EXPIRING IN 2009. 4 ELECTION OF DIRECTOR: THOMAS J. NEFF TO For For Management TERM EXPIRING IN 2009. 5 ELECTION OF DIRECTOR: GARY M. STUART TO For For Management TERM EXPIRING IN 2009. 6 ELECTION OF DIRECTOR: ROBERT M. For For Management HERNANDEZ TO TERM EXPIRING IN 2010. 7 ELECTION OF DIRECTOR: PETER MENIKOFF TO For For Management TERM EXPIRING IN 2010. 8 ELECTION OF DIRECTOR: ROBERT RIPP TO For For Management TERM EXPIRING IN 2010. 9 ELECTION OF DIRECTOR: DERMOT F. SMURFIT For For Management TO TERM EXPIRING IN 2010. 10 ELECTION OF DIRECTOR: EVAN G. GREENBERG For For Management TO TERM EXPIRING IN 11 ELECTION OF DIRECTOR: JOHN A. KROL TO For For Management TERM EXPIRING IN 2011. 12 ELECTION OF DIRECTOR: LEO F. MULLIN TO For For Management TERM EXPIRING IN 2011. 13 ELECTION OF DIRECTOR: OLIVIER STEIMER For For Management TO TERM EXPIRING IN 2011. 14 APPROVAL OF THE AMENDMENT (THE For For Management DE-REGISTRATION AMENDMENT ) TO THE COMPANY S MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION TO PERMIT THE DEREGISTRATION OF THE COMPANY FROM THE CAYMAN ISLANDS 15 APPROVAL OF THE AMENDMENT (THE For For Management FINANCIAL STATEMENT AMENDMENT ) TO THE COMPANY S ARTICLES OF ASSOCIATION TO REQUIRE THE COMPANY TO PREPARE AND PROVIDE TO SHAREHOLDERS NOT LESS THAN ANNUALLY AN UNCONSOLIDATED BALANCE SHEET OF THE COMPANY 16 APPROVAL OF AMENDMENTS TO THE ARTICLES For For Management OF ASSOCIATION WHICH WILL HAVE THE EFFECT OF INCREASING THE PAR VALUE OF THE ORDINARY SHARES FROM $0.041666667 TO AN AMOUNT IN SWISS FRANCS EQUAL TO $11,000,000,000 DIVIDED BY THE NUMBER OF OUR ORDINARY SHARES 17 APPROVAL OF THE COMPANY S For For Management DE-REGISTRATION FROM THE CAYMAN ISLANDS AND CONTINUATION IN SWITZERLAND (THE CONTINUATION ) 18 APPROVAL OF THE NAME OF THE COMPANY For For Management 19 APPROVAL OF THE CHANGE OF THE PURPOSE For For Management OF THE COMPANY 20 APPROVAL OF THE REARRANGEMENT OF THE For For Management COMPANY S EXISTING SHARE CAPITAL 21 APPROVAL OF THE COMPANY S ARTICLES OF For For Management ASSOCIATION 22 CONFIRMATION OF SWISS LAW AS THE For For Management AUTHORITATIVE LEGISLATION GOVERNING THE COMPANY 23 CONFIRMATION OF THE PRINCIPAL PLACE OF For For Management BUSINESS OF THE COMPANY AS ZURICH, SWITZERLAND 24 RATIFY AUDITORS For For Management 25 APPROVAL OF THE COMPANY S 2004 For For Management LONG-TERM INCENTIVE PLAN AS AMENDED THROUGH THE FOURTH AMENDMENT 26 RATIFY AUDITORS For For Management 27 APPROVAL OF PAYMENT OF A DIVIDEND For For Management THROUGH A REDUCTION OF THE PAR VALUE OF OUR SHARES IN AN AMOUNT EQUAL TO THE SWISS FRANC EQUIVALENT OF $0.87, CONVERTED INTO SWISS FRANCS - -------------------------------------------------------------------------------- ACE LTD. Ticker: ACE Security ID: H0023R105 Meeting Date: MAY 20, 2009 Meeting Type: Annual Record Date: MAR 31, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Election Of Director: Michael G. Atieh For For Management 2 Election Of Director: Mary A. Cirillo For For Management 3 Election Of Director: Bruce L. Crockett For For Management 4 Election Of Director: Thomas J. Neff For For Management 5 Approval Of The Annual Report For For Management 6 Approval Of The Statutory Financial For For Management Statements Of Ace Limited 7 Approval Of The Consolidated Financial For For Management Statements 8 Allocation Of Disposable Profit For For Management 9 Discharge Of The Board Of Directors For For Management 10 Amendment Of Articles Of Association For For Management Relating To Special Auditor 11 Election Of Pricewaterhousecoopers Ag For For Management (zurich) As Our Statutoryauditor Until Our Next Annual Ordinary General Meeting 12 Ratification Of Appointment Of For For Management Independent Registered Publicaccounting Firm Pricewaterhousecoopers Llp 13 Election Of Bdo Visura (zurich) As For For Management Special Auditing Firm Until our Next Annual Ordinary General Meeting 14 Approval Of The Payment Of A Dividend For For Management In The Form Of Adistribution Through A Reduction Of The Par Value Of Our Shares - -------------------------------------------------------------------------------- ACTIVISION BLIZZARD, INC. Ticker: ATVI Security ID: 00507V109 Meeting Date: SEP 24, 2008 Meeting Type: Annual Record Date: JUL 28, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Philippe G. H. Capron For For Management 1.2 Elect Director Robert J. Corti For For Management 1.3 Elect Director Frederic R. Crepin For For Management 1.4 Elect Director Bruce L. Hack For For Management 1.5 Elect Director Brian G. Kelly For For Management 1.6 Elect Director Robert A. Kotick For For Management 1.7 Elect Director Jean-Bernard Levy For For Management 1.8 Elect Director Robert J. Morgado For For Management 1.9 Elect Director Douglas P. Morris For For Management 1.10 Elect Director Rene P. Penisson For For Management 1.11 Elect Director Richard Sarnoff For For Management 2 Approve Omnibus Stock Plan For For Management 3 Adopt Policy and Report on Board Against Against Shareholder Diversity 4 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation - -------------------------------------------------------------------------------- ADOBE SYSTEMS INC. Ticker: ADBE Security ID: 00724F101 Meeting Date: APR 1, 2009 Meeting Type: Annual Record Date: FEB 9, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Robert K. Burgess For For Management 2 Elect Director Carol Mills For For Management 3 Elect Director Daniel Rosensweig For For Management 4 Elect Director Robert Sedgewick For For Management 5 Elect Director John E. Warnock For For Management 6 Amend Omnibus Stock Plan For For Management 7 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AETNA INC. Ticker: AET Security ID: 00817Y108 Meeting Date: MAY 29, 2009 Meeting Type: Annual Record Date: MAR 27, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Frank M. Clark For For Management 2 Elect Director Betsy Z. Cohen For For Management 3 Elect Director Molly J. Coye, M.D. For For Management 4 Elect Director Roger N. Farah For For Management 5 Elect Director Barbara Hackman Franklin For For Management 6 Elect Director Jeffrey E. Garten For For Management 7 Elect Director Earl G. Graves For For Management 8 Elect Director Gerald Greenwald For For Management 9 Elect Director Ellen M. Hancock For For Management 10 Elect Director Richard J. Harrington For For Management 11 Elect Director Edward J. Ludwig For For Management 12 Elect Director Joseph P. Newhouse For For Management 13 Elect Director Ronald A. Williams For For Management 14 Ratify Auditors For For Management 15 Provide for Cumulative Voting Against Against Shareholder 16 Adopt a Policy to Elect a Retired Against Against Shareholder Management Employee - -------------------------------------------------------------------------------- ALLIANCE DATA SYSTEMS CORP. Ticker: ADS Security ID: 018581108 Meeting Date: JUN 15, 2009 Meeting Type: Annual Record Date: APR 16, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edward J. Heffernan For For Management 1.2 Elect Director Robert A. Minicucci For For Management 1.3 Elect Director J. Michael Parks For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AMGEN, INC. Ticker: AMGN Security ID: 031162100 Meeting Date: MAY 6, 2009 Meeting Type: Annual Record Date: MAR 9, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director David Baltimore For For Management 2 Elect Director Frank J. Biondi, Jr. For For Management 3 Elect Director Francois de Carbonnel For For Management 4 Elect Director Jerry D. Choate For For Management 5 Elect Director Vance D. Coffman For For Management 6 Elect Director Frederick W. Gluck For For Management 7 Elect Director Frank C. Herringer For For Management 8 Elect Director Gilbert S. Omenn For For Management 9 Elect Director Judith C. Pelham For For Management 10 Elect Director J. Paul Reason For For Management 11 Elect Director Leonard D. Schaeffer For For Management 12 Elect Director Kevin W. Sharer For For Management 13 Ratify Auditors For For Management 14 Approve Omnibus Stock Plan For For Management 15 Reduce Supermajority Vote Requirement For For Management 16 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 17 Reincorporate in Another State [from Against Against Shareholder Delaware to North Dakota ] - -------------------------------------------------------------------------------- ANADARKO PETROLEUM CORP. Ticker: APC Security ID: 032511107 Meeting Date: MAY 19, 2009 Meeting Type: Annual Record Date: MAR 25, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert J. Allison, Jr. For For Management 1.2 Elect Director Peter J. Fluor For For Management 1.3 Elect Director John W. Poduska, Sr. For Against Management 1.4 Elect Director Paula Rosput Reynolds For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors For For Management 4 Amend EEO Policy to Prohibit Against Against Shareholder Discrimination based on Sexual Orientation and Gender Identity - -------------------------------------------------------------------------------- AON CORP. Ticker: AOC Security ID: 037389103 Meeting Date: MAY 15, 2009 Meeting Type: Annual Record Date: MAR 18, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Lester B. Knight For For Management 2 Elect Director Gregory C. Case For For Management 3 Elect Director Fulvio Conti For For Management 4 Elect Director Edgar D. Jannotta For For Management 5 Elect Director Jan Kalff For For Management 6 Elect Director J. Michael Losh For For Management 7 Elect Director R. Eden Martin For For Management 8 Elect Director Andrew J. McKenna For For Management 9 Elect Director Robert S. Morrison For For Management 10 Elect Director Richard B. Myers For For Management 11 Elect Director Richard C. Notebaert For For Management 12 Elect Director John W. Rogers, Jr. For For Management 13 Elect Director Gloria Santona For For Management 14 Elect Director Carolyn Y. Woo For For Management 15 Ratify Auditors For For Management - -------------------------------------------------------------------------------- APACHE CORP. Ticker: APA Security ID: 037411105 Meeting Date: MAY 7, 2009 Meeting Type: Annual Record Date: MAR 18, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Frederick M. Bohen For For Management 2 Elect Director George D. Lawrence For For Management 3 Elect Director Rodman D. Patton For For Management 4 Elect Director Charles J. Pitman For For Management - -------------------------------------------------------------------------------- ARCH CAPITAL GROUP LTD Ticker: ACGL Security ID: G0450A105 Meeting Date: MAY 6, 2009 Meeting Type: Annual Record Date: MAR 20, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Constantine Iordanou as Director For For Management 1.2 Elect James J. Meenaghan as Director For For Management 1.3 Elect John M. Pasquesi as Director For For Management 2.1 Elect William Beveridge as Designated For For Management Company Director of Non-U.S. Subsidiaries 2.2 Elect Dennis Brand as Designated For For Management Company Director of Non-U.S. Subsidiaries 2.3 Elect Knud Christensen as Designated For For Management Company Director of Non-U.S. Subsidiaries 2.4 Elect Graham B. Collis as Designated For For Management Company Director of Non-U.S. Subsidiaries 2.5 Elect William J. Cooney as Designated For For Management Company Director of Non-U.S. Subsidiaries 2.6 Elect Elizabeth Fullerton-Rome as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.7 Elect Rutger H.W. Funnekotter as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.8 Elect Marc Grandisson as Designated For For Management Company Director of Non-U.S. Subsidiaries 2.9 Elect Michael A. Greene as Designated For For Management Company Director of Non-U.S. Subsidiaries 2.10 Elect John C.R. Hele as Designated For For Management Company Director of Non-U.S. Subsidiaries 2.11 Elect David Hipkin as Designated For For Management Company Director of Non-U.S. Subsidiaries 2.12 Elect W. Preston Hutchings as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.13 Elect Constantine Iordanou as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.14 Elect Wolbert H. Kamphuijs as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.15 Elect Michael H. Kier as Designated For For Management Company Director of Non-U.S. Subsidiaries 2.16 Elect Mark D. Lyons as Designated For For Management Company Director of Non-U.S. Subsidiaries 2.17 Elect Michael Murphy as Designated For For Management Company Director of Non-U.S. Subsidiaries 2.18 Elect Martin J. Nilsen as Designated For For Management Company Director of Non-U.S. Subsidiaries 2.19 Elect Nicolas Papadopoulo as Designated For For Management Company Director of Non-U.S. Subsidiaries 2.20 Elect Michael Quinn as Designated For For Management Company Director of Non-U.S. Subsidiaries 2.21 Elect Maamoun Rajeh as Designated For For Management Company Director of Non-U.S. Subsidiaries 2.22 Elect Paul S. Robotham as Designated For For Management Company Director of Non-U.S. Subsidiaries 2.23 Elect Soren Scheuer as Designated For For Management Company Director of Non-U.S. Subsidiaries 2.24 Elect Budhi Singh as Designated Company For For Management Director of Non-U.S. Subsidiaries 2.25 Elect Helmut Sohler as Designated For For Management Company Director of Non-U.S. Subsidiaries 2.26 Elect Robert T. Van Gieson as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.27 Elect Angus Watson as Designated For For Management Company Director of Non-U.S. Subsidiaries 2.28 Elect James Weatherstone as Designated For For Management Company Director of Non-U.S. Subsidiaries 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors - -------------------------------------------------------------------------------- AXIS CAPITAL HOLDINGS LTD Ticker: AXS Security ID: G0692U109 Meeting Date: MAY 6, 2009 Meeting Type: Annual Record Date: MAR 9, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 DIRECTOR MICHAEL A. BUTT For For Management 1.2 DIRECTOR JOHN R. CHARMAN For For Management 1.3 DIRECTOR CHARLES A. DAVIS For For Management 1.4 DIRECTOR SIR ANDREW LARGE For For Management 2 TO APPROVE AN AMENDMENT TO THE AXIS For For Management CAPITAL HOLDINGS LIMITED 2007 LONG-TERM EQUITY COMPENSATION PLAN WHICH INCREASES THE GGREGATE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER THE PLAN BY 4,000,000 ORDINARY SHARES. 3 TO AMEND THE BYE-LAWS OF AXIS CAPITAL For For Management HOLDINGS LIMITED AS DESCRIBED IN THE PROXY STATEMENT. 4 TO APPOINT DELOITTE & TOUCHE TO ACT AS For For Management THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF AXIS CAPITAL HOLDINGS LIMITED FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009 AND TO AUTHORIZE THE BOARD OF DIRECTORS, ACTING THROUGH THE AUDIT COMMITTEE. - -------------------------------------------------------------------------------- BAKER HUGHES INCORPORATED Ticker: BHI Security ID: 057224107 Meeting Date: APR 23, 2009 Meeting Type: Annual Record Date: FEB 26, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Larry D. Brady For For Management 1.2 Elect Director Clarence P. Cazalot, Jr. For For Management 1.3 Elect Director Chad C. Deaton For For Management 1.4 Elect Director Edward P. Djerejian For For Management 1.5 Elect Director Anthony G. Fernandes For For Management 1.6 Elect Director Claire W. Gargalli For For Management 1.7 Elect Director Pierre H. Jungels For For Management 1.8 Elect Director James A. Lash For For Management 1.9 Elect Director J. Larry Nichols For For Management 1.10 Elect Director H. John Riley, Jr. For For Management 1.11 Elect Director Charles L. Watson For For Management 2 Ratify Auditors For For Management 3 Amend Qualified Employee Stock Purchase For For Management Plan 4 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings - -------------------------------------------------------------------------------- BIOGEN IDEC INC. Ticker: BIIB Security ID: 09062X103 Meeting Date: JUN 3, 2009 Meeting Type: Proxy Contest Record Date: APR 6, 2009 # Proposal Mgt Rec Vote Cast Sponsor Management Proxy (White Card) 1.1 Elect Director Lawrence C. Best For None Management 1.2 Elect Director Alan B. Glassberg For None Management 1.3 Elect Director Robert W. Pangia For None Management 1.4 Elect Director William D. Young For None Management 2 Ratify Auditors For None Management 3 Adopt Majority Voting for Uncontested For None Management Election of Directors 4 Fix Size of Board at 13 and Remove the Against None Shareholder Board's Ability to Change the Size of the Board 5 Reincorporate in Another State [North Against None Shareholder Dakota] # Proposal Diss Rec Vote Cast Sponsor Dissident Proxy (Gold Card) 1.1 Elect Director Alexander J. Denner For Withhold Shareholder 1.2 Elect Director Richard C. Mulligan For For Shareholder 1.3 Elect Director Thomas F. Deuel For Withhold Shareholder 1.4 Elect Director David Sidransky For For Shareholder 2 Fix Size of Board at 13 and Remove the For For Shareholder Board's Ability to Change the Size of the Board 3 Reincorporate in Another State [North For Against Shareholder Dakota] 4 Ratify Auditors For For Management 5 Adopt Majority Voting for Uncontested For For Management Election of Directors - -------------------------------------------------------------------------------- BRINKS COMPANY, THE Ticker: BCO Security ID: 109696104 Meeting Date: MAY 1, 2009 Meeting Type: Annual Record Date: MAR 12, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Roger G. Ackerman For For Management 1.2 Elect Director Betty C. Alewine For For Management 1.3 Elect Director Michael J. Herling For For Management 1.4 Elect Director Thomas C. Schievelbein For For Management 1.5 Elect Director Robert J. Strang For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CAMERON INTERNATIONAL CORP Ticker: CAM Security ID: 13342B105 Meeting Date: MAY 13, 2009 Meeting Type: Annual Record Date: MAR 16, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director C. Baker Cunningham For Withhold Management 1.2 Elect Director Sheldon R. Erikson For Withhold Management 1.3 Elect Director Douglas L. Foshee For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CAREER EDUCATION CORP. Ticker: CECO Security ID: 141665109 Meeting Date: APR 30, 2009 Meeting Type: Annual Record Date: MAR 18, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dennis H. Chookaszian For For Management 1.2 Elect Director David W. Devonshire For For Management 1.3 Elect Director Patrick W. Gross For For Management 1.4 Elect Director Gregory L. Jackson For For Management 1.5 Elect Director Thomas B. Lally For For Management 1.6 Elect Director Steven H. Lesnik For For Management 1.7 Elect Director Gary E. McCullough For For Management 1.8 Elect Director Edward A. Snyder For For Management 1.9 Elect Director Leslie T. Thornton For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CF INDUSTRIES HOLDINGS, INC. Ticker: CF Security ID: 125269100 Meeting Date: APR 21, 2009 Meeting Type: Proxy Contest Record Date: MAR 16, 2009 # Proposal Mgt Rec Vote Cast Sponsor Management Proxy (White Card) 1.1 Elect Director Stephen A. Furbacher For For Management 1.2 Elect Director David R. Harvey For For Management 1.3 Elect Director John D. Johnson For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management # Proposal Diss Rec Vote Cast Sponsor Dissident Proxy (Green Card) 1.1 Elect Director Stephen A. Furbacher Withhold None Shareholder 1.2 Elect Director David R. Harvey Withhold None Shareholder 1.3 Elect Director John D. Johnson Withhold None Shareholder 2 Ratify Auditors For None Management 3 Approve Omnibus Stock Plan For None Management - -------------------------------------------------------------------------------- CONOCOPHILLIPS Ticker: COP Security ID: 20825C104 Meeting Date: MAY 13, 2009 Meeting Type: Annual Record Date: MAR 16, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard L. Armitage For For Management 1.2 Elect Director Richard H. Auchinleck For For Management 1.3 Elect Director James E. Copeland, Jr. For For Management 1.4 Elect Director Kenneth M. Duberstein For For Management 1.5 Elect Director Ruth R. Harkin For For Management 1.6 Elect Director Harold W. McGraw III For For Management 1.7 Elect Director James J. Mulva For For Management 1.8 Elect Director Harald J. Norvik For For Management 1.9 Elect Director William K. Reilly For For Management 1.10 Elect Director Bobby S. Shackouls For For Management 1.11 Elect Director Victoria J. Tschinkel For For Management 1.12 Elect Director Kathryn C. Turner For For Management 1.13 Elect Director William E. Wade, Jr. For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Adopt Principles for Health Care Reform Against Against Shareholder 5 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 6 Report on Political Contributions Against Against Shareholder 7 Adopt Quantitative GHG Goals for Against Against Shareholder Products and Operations 8 Report on Environmental Impact of Oil Against Against Shareholder Sands Operations in Canada 9 Require Director Nominee Qualifications Against Against Shareholder - -------------------------------------------------------------------------------- DEAN FOODS COMPANY Ticker: DF Security ID: 242370104 Meeting Date: MAY 21, 2009 Meeting Type: Annual Record Date: MAR 25, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Janet Hill For For Management 1.2 Elect Director Hector M. Nevares For For Management 2 Amend Omnibus Stock Plan For Against Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- DIRECTV GROUP, INC, THE Ticker: DTV Security ID: 25459L106 Meeting Date: JUN 2, 2009 Meeting Type: Annual Record Date: APR 3, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Chase Carey For For Management 1.2 Elect Director Mark Carleton For For Management 1.3 Elect Director Peter Lund For For Management 1.4 Elect Director Haim Saban For For Management 2 Ratify Auditors For For Management 3 Adopt Principles for Health Care Reform Against Against Shareholder 4 Declassify the Board of Directors Against For Shareholder - -------------------------------------------------------------------------------- DISH NETWORK CORP. Ticker: DISH Security ID: 25470M109 Meeting Date: MAY 11, 2009 Meeting Type: Annual Record Date: MAR 16, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James DeFranco For Withhold Management 1.2 Elect Director Cantey Ergen For Withhold Management 1.3 Elect Director Charles W. Ergen For Withhold Management 1.4 Elect Director Steven R. Goodbarn For For Management 1.5 Elect Director Gary S. Howard For For Management 1.6 Elect Director David K. Moskowitz For Withhold Management 1.7 Elect Director Tom A. Ortolf For For Management 1.8 Elect Director Carl E. Vogel For Withhold Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For Against Management 4 Approve Stock Option Exchange Program For Against Management - -------------------------------------------------------------------------------- DOVER CORPORATION Ticker: DOV Security ID: 260003108 Meeting Date: MAY 7, 2009 Meeting Type: Annual Record Date: MAR 10, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director D. H. Benson For For Management 1.2 Elect Director R. W. Cremin For For Management 1.3 Elect Director T. J. Derosa For For Management 1.4 Elect Director J-P. M. Ergas For For Management 1.5 Elect Director P. T. Francis For For Management 1.6 Elect Directors K. C. Graham For For Management 1.7 Elect Director J. L. Koley For For Management 1.8 Elect Director R. A. Livingston For For Management 1.9 Elect Director R. K. Lochridge For For Management 1.10 Elect Director B. G. Rethore For For Management 1.11 Elect Director M. B. Stubbs For For Management 1.12 Elect Director M. A. Winston For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Report on Climate Change Against Against Shareholder 5 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ELI LILLY AND CO. Ticker: LLY Security ID: 532457108 Meeting Date: APR 20, 2009 Meeting Type: Annual Record Date: FEB 13, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Martin S. Feldstein For Withhold Management 1.2 Elect Director J. Erik Fyrwald For Withhold Management 1.3 Elect Director Ellen R. Marram For Withhold Management 1.4 Elect Director Douglas R. Oberhelman For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors For For Management 4 Amend Executive Incentive Bonus Plan For For Management 5 Reduce Supermajority Vote Requirement Against For Shareholder 6 Amend Vote Requirements to Amend Against For Shareholder Articles/Bylaws/Charter 7 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- EMC CORPORATION Ticker: EMC Security ID: 268648102 Meeting Date: MAY 6, 2009 Meeting Type: Annual Record Date: MAR 5, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Michael W. Brown For For Management 2 Elect Director Randolph L. Cowen For For Management 3 Elect Director Michael J. Cronin For For Management 4 Elect Director Gail Deegan For For Management 5 Elect Director John R. Egan For For Management 6 Elect Director W. Paul Fitzgerald For For Management 7 Elect Director Edmund F. Kelly For For Management 8 Elect Director Windle B. Priem For For Management 9 Elect Director Paul Sagan For For Management 10 Elect Director David N. Strohm For For Management 11 Elect Director Joseph M. Tucci For For Management 12 Ratify Auditors For For Management 13 Amend Qualified Employee Stock Purchase For For Management Plan 14 Permit Right to Call Special Meeting For For Management 15 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- ENDO PHARMACEUTICALS HOLDINGS INC. Ticker: ENDP Security ID: 29264F205 Meeting Date: MAY 27, 2009 Meeting Type: Annual Record Date: APR 15, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John J. Delucca For For Management 1.2 Elect Director David P. Holveck For For Management 1.3 Elect Director Nancy J Hutson For For Management 1.4 Elect Director Michael Hyatt For For Management 1.5 Elect Director Roger H. Kimmel For For Management 1.6 Elect Director C.A. Meanwell For Withhold Management 1.7 Elect Director William P. Montague For For Management 1.8 Elect Director Joseph C. Scodari For For Management 1.9 Elect Director William F. Spengler For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ENERSYS Ticker: ENS Security ID: 29275Y102 Meeting Date: JUL 17, 2008 Meeting Type: Annual Record Date: JUN 2, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John F. Lehman For For Management 1.2 Elect Director Raymond E. Mabus, Jr. For For Management 1.3 Elect Director Dennis S. Marlo For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- EXPRESS SCRIPTS, INC. Ticker: ESRX Security ID: 302182100 Meeting Date: MAY 27, 2009 Meeting Type: Annual Record Date: MAR 31, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gary G. Benanav For For Management 1.2 Elect Director Frank J. Borelli For For Management 1.3 Elect Director Maura C. Breen For For Management 1.4 Elect Director Nicholas J. LaHowchic For For Management 1.5 Elect Director Thomas P. Mac Mahon For For Management 1.6 Elect Director Frank Mergenthaler For For Management 1.7 Elect Director Woodrow A Myers, Jr, MD For For Management 1.8 Elect Director John O. Parker, Jr. For For Management 1.9 Elect Director George Paz For For Management 1.10 Elect Director Samuel K. Skinner For For Management 1.11 Elect Director Seymour Sternberg For For Management 1.12 Elect Director Barrett A. Toan For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- F5 NETWORKS, INC. Ticker: FFIV Security ID: 315616102 Meeting Date: MAR 12, 2009 Meeting Type: Annual Record Date: JAN 8, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Karl D. Guelich For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Qualified Employee Stock Purchase For For Management Plan 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- FLUOR CORP. Ticker: FLR Security ID: 343412102 Meeting Date: MAY 6, 2009 Meeting Type: Annual Record Date: MAR 10, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter K. Barker For For Management 1.2 Elect Director Alan L. Boeckmann For For Management 1.3 Elect Director Vilma S. Martinez For For Management 1.4 Elect Director Dean R. O'Hare For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- FMC CORP. Ticker: FMC Security ID: 302491303 Meeting Date: APR 28, 2009 Meeting Type: Annual Record Date: MAR 3, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Patricia A. Buffler For For Management 1.2 Elect Director G. Peter D'Aloia For For Management 1.3 Elect Director C. Scott Greer For For Management 1.4 Elect Director Paul J. Norris For For Management 1.5 Elect Director Dirk A. Kempthorne For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- GARDNER DENVER, INC. Ticker: GDI Security ID: 365558105 Meeting Date: MAY 5, 2009 Meeting Type: Annual Record Date: MAR 6, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Barry L. Pennypacker For For Management 1.2 Elect Director Richard L. Thompson For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- GOODRICH CORPORATION Ticker: GR Security ID: 382388106 Meeting Date: APR 21, 2009 Meeting Type: Annual Record Date: MAR 2, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Diane C. Creel For For Management 1.2 Elect Director George A. Davidson, Jr. For For Management 1.3 Elect Director Harris E. DeLoach, Jr. For For Management 1.4 Elect Director James W. Griffith For For Management 1.5 Elect Director William R. Holland For For Management 1.6 Elect Director John P. Jumper For For Management 1.7 Elect Director Marshall O. Larsen For For Management 1.8 Elect Director Lloyd W. Newton For For Management 1.9 Elect Director Douglas E. Olesen For For Management 1.10 Elect Director Alfred M. Rankin, Jr. For For Management 1.11 Elect Director A. Thomas Young For For Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the Against Against Shareholder Election of Directors - -------------------------------------------------------------------------------- HONEYWELL INTERNATIONAL, INC. Ticker: HON Security ID: 438516106 Meeting Date: APR 27, 2009 Meeting Type: Annual Record Date: FEB 27, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gordon M. Bethune For Against Management 1.2 Elect Director Jaime Chico Pardo For For Management 1.3 Elect Director David M. Cote For For Management 1.4 Elect Director D. Scott Davis For For Management 1.5 Elect Director Linnet F. Deily For For Management 1.6 Elect Director Clive R. Hollick For Against Management 1.7 Elect Director George Paz For For Management 1.8 Elect Director Bradley T. Sheares For Against Management 1.9 Elect Director John R. Stafford For Against Management 1.10 Elect Director Michael W. Wright For For Management 2 Ratify Auditors For For Management 3 Provide for Cumulative Voting Against Against Shareholder 4 Adopt Principles for Health Care Reform Against Against Shareholder 5 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 6 Adopt Anti Gross-up Policy Against Against Shareholder 7 Amend Bylaws-- Call Special Meetings Against For Shareholder - -------------------------------------------------------------------------------- INTEGRATED DEVICE TECHNOLOGY, INC. Ticker: IDTI Security ID: 458118106 Meeting Date: SEP 12, 2008 Meeting Type: Annual Record Date: JUL 23, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John Schofield For For Management 1.2 Elect Director Lew Eggebrecht For For Management 1.3 Elect Director Gordon Parnell For For Management 1.4 Elect Director Ron Smith For For Management 1.5 Elect Director Nam P. Suh For For Management 1.6 Elect Director T.L. Tewksbury III For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- JOY GLOBAL, INC. Ticker: JOYG Security ID: 481165108 Meeting Date: FEB 24, 2009 Meeting Type: Annual Record Date: DEC 26, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steven L. Gerard For For Management 1.2 Elect Director John Nils Hanson For For Management 1.3 Elect Director Ken C. Johnsen For For Management 1.4 Elect Director Gale E. Klappa For For Management 1.5 Elect Director Richard B. Loynd For For Management 1.6 Elect Director P. Eric Siegert For For Management 1.7 Elect Director Michael W. Sutherlin For For Management 1.8 Elect Director James H. Tate For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- L-3 COMMUNICATIONS HOLDINGS, INC. Ticker: LLL Security ID: 502424104 Meeting Date: APR 28, 2009 Meeting Type: Annual Record Date: MAR 2, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert B. Millard For For Management 1.2 Elect Director Arthur L. Simon For For Management 2 Approve Qualified Employee Stock For For Management Purchase Plan 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- LOEWS CORP. Ticker: L Security ID: 540424108 Meeting Date: MAY 12, 2009 Meeting Type: Annual Record Date: MAR 16, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director A.E. Berman For For Management 2 Elect Director J.L. Bower For For Management 3 Elect Director C.M. Diker For For Management 4 Elect Director P.J. Fribourg For For Management 5 Elect Director W.L. Harris For For Management 6 Elect Director P.A. Laskawy For For Management 7 Elect Director K. Miller For For Management 8 Elect Director G.R. Scott For For Management 9 Elect Director A.H. Tisch For For Management 10 Elect Director J.S. Tisch For For Management 11 Elect Director J.M. Tisch For For Management 12 Ratify Auditors For For Management 13 Amend Articles to Simplify and Update For For Management Charter 14 Provide for Cumulative Voting Against Against Shareholder - -------------------------------------------------------------------------------- LORILLARD, INC. Ticker: LO Security ID: 544147101 Meeting Date: MAY 21, 2009 Meeting Type: Annual Record Date: MAR 30, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert C. Almon For Withhold Management 1.2 Elect Director Kit D. Dietz For Withhold Management 1.3 Elect Director Nigel Travis For Withhold Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MCAFEE, INC. Ticker: MFE Security ID: 579064106 Meeting Date: APR 27, 2009 Meeting Type: Annual Record Date: MAR 10, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Leslie G. Denend For For Management 1.2 Elect Director David G. DeWalt For For Management 1.3 Elect Director Charles J. Robel For For Management 2 Declassify the Board of Directors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Amend Qualified Employee Stock Purchase For For Management Plan 5 Amend Non-Employee Director Omnibus For For Management Stock Plan 6 Ratify Auditors For For Management - -------------------------------------------------------------------------------- NETAPP, INC. Ticker: NTAP Security ID: 64110D104 Meeting Date: APR 21, 2009 Meeting Type: Special Record Date: MAR 10, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Stock Option Exchange Program For Against Management - -------------------------------------------------------------------------------- NOBLE CORPORATION Ticker: NE Security ID: G65422100 Meeting Date: MAR 17, 2009 Meeting Type: Special Record Date: FEB 10, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Change Country of Incorporation to For For Management Switzerland Through a Scheme of Arrangement 2 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- NOBLE CORPORATION Ticker: NE Security ID: H5833N103 Meeting Date: MAY 28, 2009 Meeting Type: Annual Record Date: APR 14, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Approval Of The Payment Of A Dividend For For Management Through A Reduction Of Thepar Value Of The Shares In An Amount Equal To Swiss Francs 0.25 2.1 Director Julie H. Edwards For For Management 2.2 Director Marc E. Leland For For Management 2.3 Director David W. Williams For For Management 3 Approval Of The Appointment Of For For Management Pricewaterhousecoopers Llp Asnoble Corporation S Independent Registered Public Accountingfirm For 2009 4 Amend Articles Re: (Non-Routine) For For Management - -------------------------------------------------------------------------------- NORFOLK SOUTHERN CORP. Ticker: NSC Security ID: 655844108 Meeting Date: MAY 14, 2009 Meeting Type: Annual Record Date: MAR 6, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel A. Carp For For Management 1.2 Elect Director Steven F. Leer For For Management 1.3 Elect Director Michael D. Lockhart For For Management 1.4 Elect Director Charles W. Moorman For For Management 2 Ratify Auditors For For Management 3 Report on Political Contributions Against Against Shareholder - -------------------------------------------------------------------------------- NOVARTIS AG Ticker: NVS Security ID: 66987V109 Meeting Date: FEB 24, 2009 Meeting Type: Annual Record Date: JAN 23, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Discharge of Board and Senior For For Management Management 3 Approve Allocation of Income and For For Management Dividends of CHF 2 per Share 4 Approve CHF 3 Million Reduction in For For Management Share Capital via Cancellation of Repurchased Shares 5.1 Amend Articles Re: Require Annual Against Against Shareholder Advisory Vote on Remuneration Report, incl. Disclosure of Compensation Amount Paid to Board of Directors and Executive Management 5.2 Amend Corporate Purpose Re: For For Management Sustainability 5.3 Amend Articles Re: Auditors For For Management 6.1 Retirement of Peter Burckhardt and None None Management William George as Directors (Non-Voting) 6.2.1 Reelect Srikant Datar as Director For For Management 6.2.2 Reelect Andreas von Planta as Director For For Management 6.2.3 Reelect Wendelin Wiedeking as Director For For Management 6.2.4 Reelect Rolf Zinkernagel as Director For For Management 6.3 Elect William Brody as Director For For Management 7 Ratify PricewaterhouseCoopers AG as For For Management Auditors - -------------------------------------------------------------------------------- OCCIDENTAL PETROLEUM CORP. Ticker: OXY Security ID: 674599105 Meeting Date: MAY 1, 2009 Meeting Type: Annual Record Date: MAR 11, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Spencer Abraham For Against Management 1.2 Elect Director Ronald W. Burkle For Against Management 1.3 Elect Director John S. Chalsty For Against Management 1.4 Elect Director Edward P. Djerejian For Against Management 1.5 Elect Director John E. Feick For Against Management 1.6 Elect Director Ray R. Irani For Against Management 1.7 Elect Director Irvin W. Maloney For Against Management 1.8 Elect Director Avedick B. Poladian For Against Management 1.9 Elect Director Rodolfo Segovia For Against Management 1.10 Elect Director Aziz D. Syriani For Against Management 1.11 Elect Director Rosemary Tomich For Against Management 1.12 Elect Director Walter L. Weisman For Against Management 2 Ratify Auditors For For Management 3 Provide Right to Call Special Meeting For For Management 4 Report on Host Country Social and Against Against Shareholder Environmental Laws - -------------------------------------------------------------------------------- OIL STATES INTERNATIONAL INC. Ticker: OIS Security ID: 678026105 Meeting Date: MAY 14, 2009 Meeting Type: Annual Record Date: MAR 16, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director S. James Nelson For For Management 1.2 Elect Director Gary L. Rosenthal For For Management 1.3 Elect Director William T. Van Kleef For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PHILIP MORRIS INTERNATIONAL INC. Ticker: PM Security ID: 718172109 Meeting Date: MAY 5, 2009 Meeting Type: Annual Record Date: MAR 10, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Harold Brown For For Management 1.2 Elect Director Mathis Cabiallavetta For For Management 1.3 Elect Director Louis C. Camilleri For For Management 1.4 Elect Director J. Dudley Fishburn For For Management 1.5 Elect Director Graham Mackay For For Management 1.6 Elect Director Sergio Marchionne For For Management 1.7 Elect Director Lucio A. Noto For For Management 1.8 Elect Director Carlos Slim Helu For For Management 1.9 Elect Director Stephen M. Wolf For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- QUEST DIAGNOSTICS INCORPORATED Ticker: DGX Security ID: 74834L100 Meeting Date: MAY 14, 2009 Meeting Type: Annual Record Date: MAR 16, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jenne K. Britell For For Management 1.2 Elect Director Gail R. Wilensky For For Management 1.3 Elect Director John B. Ziegler For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Non-Employee Director Omnibus For For Management Stock Plan 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- QWEST COMMUNICATIONS INTERNATIONAL INC. Ticker: Q Security ID: 749121109 Meeting Date: MAY 13, 2009 Meeting Type: Annual Record Date: MAR 16, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edward A. Mueller For For Management 1.2 Elect Director Linda G. Alvarado For For Management 1.3 Elect Director Charles L. Biggs For For Management 1.4 Elect Director K. Dane Brooksher For For Management 1.5 Elect Director Peter S. Hellman For For Management 1.6 Elect Director R. David Hoover For For Management 1.7 Elect Director Patrick J. Martin For For Management 1.8 Elect Director Caroline Matthews For For Management 1.9 Elect Director Wayne W. Murdy For For Management 1.10 Elect Director Jan L. Murley For For Management 1.11 Elect Director James A. Unruh For For Management 1.12 Elect Director Anthony Welters For For Management 2 Ratify Auditors For For Management 3 Amend Terms of Severance Payments to For For Management Executives 4 Submit SERP to Shareholder Vote Against Against Shareholder 5 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 6 Amend Bylaws-- Call Special Meetings Against For Shareholder 7 Reincorporate in Another State Against Against Shareholder [Delaware to North Dakota] - -------------------------------------------------------------------------------- RAYTHEON CO. Ticker: RTN Security ID: 755111507 Meeting Date: MAY 28, 2009 Meeting Type: Annual Record Date: APR 3, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Vernon E. Clark For For Management 2 Elect Director John M. Deutch For For Management 3 Elect Director Frederic M. Poses For For Management 4 Elect Director Michael C. Ruettgers For For Management 5 Elect Director Ronald L. Skates For For Management 6 Elect Director William R. Spivey For For Management 7 Elect Director Linda G. Stuntz For For Management 8 Elect Director William H. Swanson For For Management 9 Ratify Auditors For For Management 10 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 11 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 12 Provide for Cumulative Voting Against Against Shareholder 13 Adopt Principles for Health Care Reform Against Against Shareholder 14 Submit SERP to Shareholder Vote Against Against Shareholder - -------------------------------------------------------------------------------- SAFEWAY INC. Ticker: SWY Security ID: 786514208 Meeting Date: MAY 13, 2009 Meeting Type: Annual Record Date: MAR 16, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steven A. Burd For For Management 1.2 Elect Director Janet E. Grove For For Management 1.3 Elect Director Mohan Gyani For For Management 1.4 Elect Director Paul Hazen For For Management 1.5 Elect Director Frank C. Herringer For For Management 1.6 Elect Director Robert I. MacDonnell For For Management 1.7 Elect Director Kenneth W. Oder For For Management 1.8 Elect Director Rebecca A. Stirn For For Management 1.9 Elect Director William Y. Tauscher For For Management 1.10 Elect Director Raymond G. Viault For For Management 2 Ratify Auditors For For Management 3 Provide for Cumulative Voting Against Against Shareholder 4 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 5 Adopt a Policy in which the Company Against Against Shareholder will not Make or Promise to Make Any Death Benefit Payments to Senior Executives - -------------------------------------------------------------------------------- SAIC INC Ticker: SAI Security ID: 78390X101 Meeting Date: JUN 19, 2009 Meeting Type: Annual Record Date: APR 20, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director France A. Cordova For For Management 1.2 Elect Director Kenneth C. Dahlberg For For Management 1.3 Elect Director Jere A. Drummond For For Management 1.4 Elect Director John J. Hamre For For Management 1.5 Elect Director Miriam E. John For For Management 1.6 Elect Director Anita K. Jones For For Management 1.7 Elect Director John P. Jumper For For Management 1.8 Elect Director Harry M.J. Kraemer, Jr. For For Management 1.9 Elect Director Edward J. Sanderson, Jr. For For Management 1.10 Elect Director Louis A. Simpson For For Management 1.11 Elect Director A. Thomas Young For For Management 2 Approve Conversion of Securities For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- SCHERING-PLOUGH CORP. Ticker: SGP Security ID: 806605101 Meeting Date: MAY 18, 2009 Meeting Type: Annual Record Date: APR 6, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas J. Colligan For For Management 1.2 Elect Director Fred Hassan For For Management 1.3 Elect Director C. Robert Kidder For For Management 1.4 Elect Director Eugene R. McGrath For For Management 1.5 Elect Director Antonio M. Perez For For Management 1.6 Elect Director Patricia F. Russo For For Management 1.7 Elect Director Jack L. Stahl For For Management 1.8 Elect Director Craig B. Thompson For For Management 1.9 Elect Director Kathryn C. Turner For For Management 1.10 Elect Director Robert F.W. van Oordt For For Management 1.11 Elect Director Arthur F. Weinbach For For Management 2 Ratify Auditors For For Management 3 Provide for Cumulative Voting Against Against Shareholder 4 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings - -------------------------------------------------------------------------------- SYMANTEC CORPORATION Ticker: SYMC Security ID: 871503108 Meeting Date: SEP 22, 2008 Meeting Type: Annual Record Date: JUL 24, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael A. Brown For For Management 1.2 Elect Director William T. Coleman For For Management 1.3 Elect Director Frank E. Dangeard For For Management 1.4 Elect Director Geraldine B. Laybourne For For Management 1.5 Elect Director David L. Mahoney For For Management 1.6 Elect Director Robert S. Miller For For Management 1.7 Elect Director George Reyes For For Management 1.8 Elect Director Daniel H. Schulman For For Management 1.9 Elect Director ohn W. Thompson For For Management 1.10 Elect Director V. Paul Unruh For For Management 2 Amend Omnibus Stock Plan For For Management 3 Approve Qualified Employee Stock For For Management Purchase Plan 4 Approve Executive Incentive Bonus Plan For For Management 5 Ratify Auditors For For Management - -------------------------------------------------------------------------------- TELEFONICA S.A. (FORMERLY TELEFONICA DE ESPANA, S.A.) Ticker: TEF Security ID: 879382208 Meeting Date: JUN 22, 2009 Meeting Type: Annual Record Date: MAY 26, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Individual and Consolidated For For Management Financial Statements, Allocation of Income, and Discharge Directors 2 Approve Dividend Charged to For For Management Unrestricted Reserves 3 Approve Employee Stock Purchase Plan For For Management 4 Authorize Share Repurchase Program For For Management 5 Approve Reduction in Capital via the For For Management Cancellation of Treasury Shares; Amend Articles Accordingly 6 Ratify Auditors for Fiscal Year 2009 For For Management 7 Authorize Board to Ratify and Execute For For Management Approved Resolutions - -------------------------------------------------------------------------------- TEVA PHARMACEUTICAL INDUSTRIES LTD. Ticker: TEVA Security ID: 881624209 Meeting Date: SEP 25, 2008 Meeting Type: Special Record Date: AUG 18, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Joseph (Yosi) Nitzani as External For For Management Director - -------------------------------------------------------------------------------- TOTAL SA Ticker: TOT Security ID: 89151E109 Meeting Date: MAY 15, 2009 Meeting Type: Annual/Special Record Date: APR 7, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 2.28 per Share 4 Approve Special Auditors' Report For For Management Presenting Ongoing Related-Party Transactions 5 Approve Transaction with Thierry For For Management Desmarest 6 Approve Transaction with Christophe de For For Management Margerie 7 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 8 Reelect Anne Lauvergeon as Director For For Management 9 Reelect Daniel Bouton as Director For For Management 10 Reelect Bertrand Collomb as Director For For Management 11 Reelect Christophe de Margerie as For For Management Director 12 Reelect Michel Pebereau as Director For For Management 13 Electe Patrick Artus as Director For For Management 14 Amend Article 12 of Bylaws Re: Age For For Management Limit for Chairman A Amend Article 19 of Bylaws Re: Against Against Shareholder Disclosure of Individual Stock Option Plans B Amend Article 11 of Bylaws Re: Against Against Shareholder Nomination of Employee's Shareholder Representative to the Board of Directors C Approve Restricted Stock Plan for Against Against Shareholder Employee - -------------------------------------------------------------------------------- UNITEDHEALTH GROUP INCORPORATED Ticker: UNH Security ID: 91324P102 Meeting Date: JUN 2, 2009 Meeting Type: Annual Record Date: APR 3, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director William C. Ballard, Jr. For For Management 2 Elect Director Richard T. Burke For For Management 3 Elect Director Robert J. Darretta For For Management 4 Elect Director Stephen J. Hemsley For For Management 5 Elect Director Michele J. Hooper For For Management 6 Elect Director Douglas W. Leatherdale For For Management 7 Elect Director Glenn M. Renwick For For Management 8 Elect Director Kenneth I. Shine, M.D. For For Management 9 Elect Director Gail R. Wilensky, Ph.D. For For Management 10 Ratify Auditors For For Management 11 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- VARIAN MEDICAL SYSTEMS INC Ticker: VAR Security ID: 92220P105 Meeting Date: FEB 12, 2009 Meeting Type: Annual Record Date: DEC 15, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Timothy E. Guertin For For Management 1.2 Elect Director David W. Martin, Jr For For Management 1.3 Elect Director R. Naumann-Etienne For For Management 1.4 Elect Director V. Thyagarajan For For Management 2 Amend Omnibus Stock Plan For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- VERISIGN, INC. Ticker: VRSN Security ID: 92343E102 Meeting Date: MAY 28, 2009 Meeting Type: Annual Record Date: MAR 31, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director D. James Bidzos For For Management 1.2 Elect Director William L. Chenevich For For Management 1.3 Elect Director Kathleen A. Cote For For Management 1.4 Elect Director Roger H. Moore For For Management 1.5 Elect Director John D. Roach For For Management 1.6 Elect Director Louis A. Simpson For For Management 1.7 Elect Director Timothy Tomlinson For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- WABCO HOLDINGS INC Ticker: WBC Security ID: 92927K102 Meeting Date: MAY 28, 2009 Meeting Type: Annual Record Date: APR 7, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James F. Hardymon For For Management 1.2 Elect Director Michael T. Smith For For Management 1.3 Elect Director John F. Fiedler For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- WESCO INTERNATIONAL, INC. Ticker: WCC Security ID: 95082P105 Meeting Date: MAY 20, 2009 Meeting Type: Annual Record Date: APR 6, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John J. Engel For For Management 1.2 Elect Director Steven A. Raymund For For Management 1.3 Elect Director Lynn M. Utter For For Management 1.4 Elect Director William J. Vareschi For For Management 1.5 Elect Director Stephen A. Van Oss For For Management 2 Ratify Auditors For For Management ========== END NPX REPORT 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: AllianceBernstein Focused Growth & Income Fund, Inc. By: Robert M. Keith* ----------------------- Chief Executive Officer Date: August 31, 2009 *By: /s/ Emilie D. Wrapp ------------------- Emilie D. Wrapp Secretary -----END PRIVACY-ENHANCED MESSAGE-----