N-PX 1 dnpx.htm LEGG MASON INVESTMENT TRUST INC LEGG MASON INVESTMENT TRUST INC

 

 

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: 811-09613

Legg Mason Investment Trust, Inc.

 

(Name of Fund)

100 International Drive

Baltimore, MD 21202

 

(Fund Address)

Robert I. Frenkel

Legg Mason Investment Trust, Inc.

100 First Stamford Place, 7th Floor

Stamford, CT 06902

 

(Name and address of agent for service)

Registrant’s telephone number, including area code: 203-703-7046

Date of fiscal year end: December 31

Date of reporting period: 07/01/2009 – 06/30/2010

 

 

 


Item 1 – Proxy Voting Record:

Proxy Voting Record – Attached on behalf of Legg Mason Capital Management Opportunity Trust.

Effective September 18, 2009, Legg Mason Opportunity Trust was renamed Legg Mason Capital Management Opportunity Trust.



===== LEGG MASON CAPITAL MANAGEMENT OPPORTUNITY TRUST =====

MGM MIRAGE

Ticker:        MGM       Cusip:  552953101
Meeting Date:  8/4/2009

                                                                          For/Against
Agenda Item                           Proponent     Vote Cast  How Voted  Management
Elect Director Robert H. Baldwin      Management    Yes        For        For
Elect Director Willie D. Davis        Management    Yes        For        For
Elect Director Kenny C. Guinn         Management    Yes        For        For
Elect Director Alexander M. Haig, Jr  Management    Yes        For        For
Elect Director Alexis M. Herman       Management    Yes        For        For
Elect Director Roland Hernandez       Management    Yes        For        For
Elect Director Gary N. Jacobs         Management    Yes        For        For
Elect Director Kirk Kerkorian         Management    Yes        For        For
Elect Director Anthony Mandekic       Management    Yes        For        For
Elect Director Rose Mckinney-james    Management    Yes        For        For
Elect Director James J. Murren        Management    Yes        For        For
Elect Director Daniel J. Taylor       Management    Yes        For        For
Elect Director Melvin B. Wolzinger    Management    Yes        For        For
Ratify Auditors                       Management    Yes        For        For
Prepare Sustainability Report         Share Holder  Yes        Against    Against
Other Business                        Management    Yes        Against    Against

--------------------------------------------------------------------------------

RED HAT, INC.

Ticker:        RHT        Cusip:  756577102
Meeting Date:  8/13/2009

                                                                 For/Against
Agenda Item                    Proponent   Vote Cast  How Voted  Management
Elect Director Micheline Chau  Management  Yes        For        For
Elect Director Marye Anne Fox  Management  Yes        For        For
Ratify Auditors                Management  Yes        For        For

--------------------------------------------------------------------------------

CENTEX CORP.

Ticker:        CTX        Cusip:  152312104
Meeting Date:  9/14/2009

                                                            For/Against
Agenda Item               Proponent   Vote Cast  How Voted  Management
Approve Merger Agreement  Management  Yes        For        For
Adjourn Meeting           Management  Yes        For        For

--------------------------------------------------------------------------------

CA, INC.

Ticker:        CA         Cusip:  12673P105
Meeting Date:  9/14/2009

                                                                           For/Against
Agenda Item                            Proponent     Vote Cast  How Voted  Management
Elect Director Raymond J. Bromark      Management    Yes        For        For
Elect Director Gary J. Fernandes       Management    Yes        For        For
Elect Director Kay Koplovitz           Management    Yes        For        For
Elect Director Christopher B. Lofgren  Management    Yes        For        For
Elect Director William E. McCracken    Management    Yes        For        For
Elect Director John A. Swainson        Management    Yes        For        For
Elect Director Laura S. Unger          Management    Yes        For        For
Elect Director Arthur F. Weinbach      Management    Yes        For        For
Elect Director Renato (Ron) Zambonini  Management    Yes        For        For
Ratify Auditors                        Management    Yes        For        For
Amend Executive Bonus Program          Share Holder  Yes        Against    For

--------------------------------------------------------------------------------

INTERNATIONAL GAME TECHNOLOGY

Ticker:        IGT        Cusip:  459902102
Meeting Date:  9/30/2009

                                                                         For/Against
Agenda Item                            Proponent   Vote Cast  How Voted  Management
Approve Stock Option Exchange Program  Management  Yes        For        For

--------------------------------------------------------------------------------

BANK OF AMERICA CORP.

Ticker:        BAC        Cusip:  060505104
Meeting Date:  2/23/2010

                                                                    For/Against
Agenda Item                       Proponent   Vote Cast  How Voted  Management
Increase Authorized Common Stock  Management  Yes        For        For
Adjourn Meeting                   Management  Yes        For        For

--------------------------------------------------------------------------------

INTERNATIONAL GAME TECHNOLOGY

Ticker:        IGT       Cusip:  459902102
Meeting Date:  3/2/2010

                                                                          For/Against
Agenda Item                             Proponent   Vote Cast  How Voted  Management
Elect Director Paget L. Alves           Management  Yes        For        For
Elect Director Patti S. Hart            Management  Yes        For        For
Elect Director Robert A. Mathewson      Management  Yes        For        For
Elect Director Thomas J. Matthews       Management  Yes        For        For
Elect Director Robert J. Miller         Management  Yes        For        For
Elect Director Frederick B. Rentschler  Management  Yes        For        For
Elect Director David E. Roberson        Management  Yes        For        For
Elect Director Philip G. Satre          Management  Yes        For        For
Ratify Auditors                         Management  Yes        For        For

--------------------------------------------------------------------------------

ARES CAPITAL CORP

Ticker:        ARCC       Cusip:  04010L103
Meeting Date:  3/26/2010

                                                                               For/Against
Agenda Item                                  Proponent   Vote Cast  How Voted  Management
Issue Shares in Connection with Acquisition  Management  Yes        For        For
Adjourn Meeting                              Management  Yes        For        For

--------------------------------------------------------------------------------

LENNAR CORPORATION

Ticker:        LEN        Cusip:  526057104
Meeting Date:  4/14/2010

                                                          For/Against
Agenda Item                Proponent  Vote Cast How Voted Management
Director Irving Bolotin    Management    Yes    Withhold    Against
Director Steven L. Gerard  Management    Yes    Withhold    Against



Director Sherrill W. Hudson                               Management    Yes  Withhold  Against
Director R. Kirk Landon                                   Management    Yes  Withhold  Against
Director Sidney Lapidus                                   Management    Yes  For       For
Director Stuart A. Miller                                 Management    Yes  For       For
Director Donna E. Shalala                                 Management    Yes  For       For
Director Jeffrey Sonnenfeld                               Management    Yes  For       For
Ratify Auditors                                           Management    Yes  For       For
Adopt Quantitative GHG Goals for Products and Operations  Share Holder  Yes  Against   For

--------------------------------------------------------------------------------

CITIGROUP INC.

Ticker:        C          Cusip:  172967101
Meeting Date:  4/20/2010

                                                                                                      For/Against
Agenda Item                                                       Proponent     Vote Cast  How Voted  Management
Elect Director Alain J.P. Belda                                   Management    Yes        For        For
Elect Director Timothy C. Collins                                 Management    Yes        For        For
Elect Director Jerry A. Grundhofer                                Management    Yes        For        For
Elect Director Robert L. Joss                                     Management    Yes        For        For
Elect Director Andrew N. Liveris                                  Management    Yes        For        For
Elect Director Michael E. O'Neill                                 Management    Yes        For        For
Elect Director Vikram S. Pandit                                   Management    Yes        For        For
Elect Director Richard D. Parsons                                 Management    Yes        For        For
Elect Director Lawrence R. Ricciardi                              Management    Yes        For        For
Elect Director Judith Rodin                                       Management    Yes        For        For
Elect Director Robert L. Ryan                                     Management    Yes        For        For
Elect Director Anthony M. Santomero                               Management    Yes        For        For
Elect Director Diana L. Taylor                                    Management    Yes        For        For
Elect Director William S. Thompson, Jr.                           Management    Yes        For        For
Elect Director Ernesto Zedillo                                    Management    Yes        For        For
Ratify Auditors                                                   Management    Yes        For        For
Amend Omnibus Stock Plan                                          Management    Yes        For        For
Amend Omnibus Stock Plan                                          Management    Yes        For        For
Advisory Vote to Ratify Named Executive Officers' Compensation    Management    Yes        For        For
Amend NOL Rights Plan (NOL Pill)                                  Management    Yes        For        For
Approve Reverse Stock Split                                       Management    Yes        For        For
Affirm Political Non-Partisanship                                 Share Holder  Yes        Against    For
Report on Political Contributions                                 Share Holder  Yes        For        Against
Report on Collateral in Derivatives Trading                       Share Holder  Yes        For        Against
Amend Articles/Bylaws/Charter -- Call Special Meetings            Share Holder  Yes        Against    For
Stock Retention/Holding Period                                    Share Holder  Yes        Against    For
Reimburse Expenses Incurred by Stockholder in Contested Election  Share Holder  Yes        Against    For
of Directors

--------------------------------------------------------------------------------

FIFTH THIRD BANCORP

Ticker:        FITB       Cusip:  316773100
Meeting Date:  4/20/2010

                                                                                               For/Against
Agenda Item                                                  Proponent   Vote Cast  How Voted  Management
Elect Director Darryl F. Allen                               Management  Yes        For        For
Elect Director Ulysses L. Bridgeman, Jr.                     Management  Yes        For        For
Elect Director Emerson L. Brumback                           Management  Yes        For        For
Elect Director James P. Hackett                              Management  Yes        For        For
Elect Director Gary R. Heminger                              Management  Yes        For        For
Elect Director Jewell D. Hoover                              Management  Yes        For        For
Elect Director Kevin T. Kabat                                Management  Yes        For        For
Elect Director Mitchel D. Livingston, PhD                    Management  Yes        For        For
Elect Director Hendrik G. Meijer                             Management  Yes        For        For
Elect Director John J. Schiff, Jr.                           Management  Yes        For        For
Elect Director Dudley S. Taft                                Management  Yes        For        For
Elect Director Marsha C. Williams                            Management  Yes        For        For
Adopt Majority Voting for Uncontested Election of Directors  Management  Yes        For        For
Eliminate Cumulative Voting                                  Management  Yes        For        For
Permit Board to Amend Bylaws Without Shareholder Consent     Management  Yes        For        For



Advisory Vote to Ratify Named Executive Officers' Compensation  Management    Yes  For      For
Ratify Auditors                                                 Management    Yes  For      For
Require Independent Board Chairman                              Share Holder  Yes  Against  For

--------------------------------------------------------------------------------

SYNOVUS FINANCIAL CORP.

Ticker:        SNV        Cusip:  87161C105
Meeting Date:  4/22/2010

                                                                                                        For/Against
Agenda Item                                                           Proponent   Vote Cast  How Voted  Management
Elect Director Daniel P. Amos                                         Management  Yes        For        For
Elect Director Richard E. Anthony                                     Management  Yes        For        For
Elect Director James H. Blanchard                                     Management  Yes        For        For
Elect Director Richard Y. Bradley                                     Management  Yes        For        For
Elect Director Frank W. Brumley                                       Management  Yes        For        For
Elect Director Elizabeth W. Camp                                      Management  Yes        For        For
Elect Director Gardiner W. Garrard, Jr.                               Management  Yes        For        For
Elect Director T. Michael Goodrich                                    Management  Yes        For        For
Elect Director V. Nathaniel Hansford                                  Management  Yes        For        For
Elect Director Mason H. Lampton                                       Management  Yes        For        For
Elect Director Elizabeth C. Ogie                                      Management  Yes        For        For
Elect Director H. Lynn Page                                           Management  Yes        For        For
Elect Director J. Neal Purcell                                        Management  Yes        For        For
Elect Director Kessel D. Stelling, Jr.                                Management  Yes        For        For
Elect Director Melvin T. Stith                                        Management  Yes        For        For
Elect Director Philip W. Tomlinson                                    Management  Yes        For        For
Elect Director William B. Turner, Jr.                                 Management  Yes        For        For
Elect Director James D. Yancey                                        Management  Yes        For        For
Increase Authorized Common Stock                                      Management  Yes        For        For
Advisory Vote to Ratify Named Executive Officers' Compensation        Management  Yes        For        For
Ratify Auditors                                                       Management  Yes        For        For
Broadridge Note: If you Own, in all Capacities, Less than 1,139,063   Management  Yes        For        N/A
Common Shares, Please vote FOR. If you DO NOT Own, in all
Capacities, Less than 1,139,063 Common Shares, Please vote
AGAINST
Broadridge Note: If you voted FOR item 22, Please vote FOR this       Management  Yes        For        N/A
item to confirm that you have read the Description of Voting Rights
in Proxy and Certify that you meet Requirement to be Entitled to Ten
Votes per share

--------------------------------------------------------------------------------

THE AES CORPORATION

Ticker:        AES        Cusip:  00130H105
Meeting Date:  4/22/2010

                                                                                For/Against
Agenda Item                                   Proponent   Vote Cast  How Voted  Management
Elect Director Samuel W. Bodman, III          Management  Yes        For        For
Elect Director Paul Hanrahan                  Management  Yes        For        For
Elect Director Tarun Khanna                   Management  Yes        For        For
Elect Director John A. Koskinen               Management  Yes        For        For
Elect Director Philip Lader                   Management  Yes        For        For
Elect Director Sandra O. Moose                Management  Yes        For        For
Elect Director John B. Morse, Jr.             Management  Yes        For        For
Elect Director Philip A. Odeen                Management  Yes        For        For
Elect Director Charles O. Rossotti            Management  Yes        For        For
Elect Director Sven Sandstrom                 Management  Yes        For        For
Amend Omnibus Stock Plan                      Management  Yes        For        For
Approve/Amend Executive Incentive Bonus Plan  Management  Yes        For        For
Ratify Auditors                               Management  Yes        For        For

--------------------------------------------------------------------------------

BANK OF AMERICA CORPORATION

Ticker:        BAC        Cusip:  060505104
Meeting Date:  4/28/2010

                                                                           For/Against
Agenda Item                              Proponent   Vote Cast  How Voted  Management
Elect Director Susan S. Bies             Management  Yes        For        For
Elect Director William P. Boardman       Management  Yes        For        For
Elect Director Frank P. Bramble, Sr.     Management  Yes        For        For
Elect Director Virgis W. Colbert         Management  Yes        For        For
Elect Director Charles K. Gifford        Management  Yes        For        For
Elect Director Charles O. Holliday, Jr.  Management  Yes        For        For
Elect Director D. Paul Jones, Jr.        Management  Yes        For        For
Elect Director Monica C. Lozano          Management  Yes        For        For
Elect Director Thomas J. May             Management  Yes        For        For
Elect Director Brian T. Moynihan         Management  Yes        For        For
Elect Director Donald E. Powell          Management  Yes        For        For



Elect Director Charles O. Rossotti                              Management    Yes  For      For
Elect Director Robert W. Scully                                 Management    Yes  For      For
Ratify Auditors                                                 Management    Yes  For      For
Increase Authorized Common Stock                                Management    Yes  For      For
Advisory Vote to Ratify Named Executive Officers' Compensation  Management    Yes  For      For
Amend Omnibus Stock Plan                                        Management    Yes  For      For
Report on Government Service of Employees                       Share Holder  Yes  Against  For
TARP Related Compensation                                       Share Holder  Yes  For      Against
Amend Articles/Bylaws/Charter -- Call Special Meetings          Share Holder  Yes  For      Against
Advisory Vote to Ratify Named Executive Officers' Compensation  Share Holder  Yes  For      Against
Adopt Policy on Succession Planning                             Share Holder  Yes  For      Against
Report on Collateral in Derivatives Trading                     Share Holder  Yes  For      Against
Claw-back of Payments under Restatements                        Share Holder  Yes  For      Against

--------------------------------------------------------------------------------

CIGNA CORPORATION

Ticker:        CI         Cusip:  125509109
Meeting Date:  4/28/2010

                                                                                    For/Against
Agenda Item                                       Proponent   Vote Cast  How Voted  Management
Elect Director David M. Cordani                   Management  Yes        For        For
Elect Director Isaiah Harris, Jr.                 Management  Yes        For        For
Elect Director Jane E. Henney, M.D.               Management  Yes        For        For
Elect Director Donna F. Zarcone                   Management  Yes        For        For
Ratify Auditors                                   Management  Yes        For        For
Amend Omnibus Stock Plan                          Management  Yes        For        For
Approve Non-Employee Director Omnibus Stock Plan  Management  Yes        For        For

--------------------------------------------------------------------------------

THE RYLAND GROUP, INC.

Ticker:        RYL        Cusip:  783764103
Meeting Date:  4/28/2010

                                                                                                    For/Against
Agenda Item                                                     Proponent     Vote Cast  How Voted  Management
Elect Director Leslie M. Frecon                                 Management    Yes        For        For
Elect Director Roland A. Hernandez                              Management    Yes        For        For
Elect Director William L. Jews                                  Management    Yes        For        For
Elect Director Ned Mansour                                      Management    Yes        For        For
Elect Director Robert E. Mellor                                 Management    Yes        For        For
Elect Director Norman J. Metcalfe                               Management    Yes        For        For
Elect Director Larry T. Nicholson                               Management    Yes        For        For
Elect Director Charlotte St. Martin                             Management    Yes        For        For
Elect Director Robert G van Schoonenberg                        Management    Yes        For        For
Adopt Quantitative GHG Goals for Products and Operations        Share Holder  Yes        Against    For
Advisory Vote to Ratify Named Executive Officers' Compensation  Share Holder  Yes        Against    For
Ratify Auditors                                                 Management    Yes        For        For

--------------------------------------------------------------------------------

XL CAPITAL LTD.

Ticker:        XL         Cusip:  G98255105
Meeting Date:  4/30/2010

                                                                                                  For/Against
Agenda Item                                                     Proponent   Vote Cast  How Voted  Management
Elect Joseph Mauriello as Director                              Management  Yes        For        For
Approve Reincorporation from Cayman Islands to Ireland through  Management  Yes        For        For
Scheme of Arrangement
Elect Eugene M. McQuade as Director                             Management  Yes        For        For
Adjourn Special Scheme Meeting                                  Management  Yes        For        For
Elect Clayton S. Rose as Director                               Management  Yes        For        For
Ratify PricewaterhouseCoopers LLP as Auditors                   Management  Yes        For        For
Approve Distributable Reserves Proposal                         Management  Yes        For        For
Amend Articles -- Approve Director Nomination Procedures        Management  Yes        For        For
Proposal
Change Company Name to XL Group Ltd.                            Management  Yes        For        For
Adjourn Extraordinary General Meeting                           Management  Yes        For        For

--------------------------------------------------------------------------------

AFLAC INCORPORATED

Ticker:        AFL       Cusip:  001055102
Meeting Date:  5/3/2010

                                                                      For/Against
Agenda Item                         Proponent   Vote Cast  How Voted  Management
Elect Director Daniel P. Amos       Management  Yes        For        For
Elect Director John Shelby Amos II  Management  Yes        For        For
Elect Director Paul S. Amos II      Management  Yes        For        For
Elect Director Michael H. Armacost  Management  Yes        For        For
Elect Director Kriss Cloninger III  Management  Yes        For        For
Elect Director Joe Frank Harris     Management  Yes        For        For
Elect Director Elizabeth J. Hudson  Management  Yes        For        For



Elect Director Douglas W. Johnson                               Management  Yes  For  For
Elect Director Robert B. Johnson                                Management  Yes  For  For
Elect Director Charles B. Knapp                                 Management  Yes  For  For
Elect Director E. Stephen Purdom, M.d.                          Management  Yes  For  For
Elect Director Barbara K. Rimer, PhD                            Management  Yes  For  For
Elect Director Marvin R. Schuster                               Management  Yes  For  For
Elect Director David Gary Thompson                              Management  Yes  For  For
Elect Director Robert L. Wright                                 Management  Yes  For  For
Elect Director Takuro Yoshida                                   Management  Yes  For  For
Advisory Vote to Ratify Named Executive Officers' Compensation  Management  Yes  For  For
Ratify Auditors                                                 Management  Yes  For  For

--------------------------------------------------------------------------------

BROADWIND ENERGY, INC.

Ticker:        BWEN      Cusip:  11161T108
Meeting Date:  5/5/2010

                                                                        For/Against
Agenda Item                           Proponent   Vote Cast  How Voted  Management
Elect Director John Cameron Drecoll   Management  Yes        For        For
Elect Director James M. Lindstrom     Management  Yes        For        For
Elect Director Charles H. Beynon      Management  Yes        For        For
Elect Director Terence P. Fox         Management  Yes        For        For
Elect Director William T. Fejes, Jr.  Management  Yes        For        For
Elect Director David P. Reiland       Management  Yes        For        For
Ratify Auditors                       Management  Yes        For        For

--------------------------------------------------------------------------------

ASSURED GUARANTY LTD

Ticker:        AGO       Cusip:  G0585R106
Meeting Date:  5/6/2010

                                                                                                     For/Against
Agenda Item                                                        Proponent   Vote Cast  How Voted  Management
Elect Neil Baron as Director                                       Management  Yes        For        For
Elect G. Lawrence Buhl as Director                                 Management  Yes        For        For
Elect Dominic J. Frederico as Director                             Management  Yes        For        For
Amend Articles Re: Companies Amendment Act 2006                    Management  Yes        For        For
Amend Articles Re: Corporate Governance Amendments                 Management  Yes        For        For
Ratify PricewaterhouseCoopers LLP as Auditors                      Management  Yes        For        For
Elect Howard Albert as Subsidiary Director                         Management  Yes        For        For
Elect Robert A. Bailenson as Director of Assured Guaranty Re Ltd   Management  Yes        For        For
Elect Russell Brewer as Director of Assured Guaranty Re Ltd        Management  Yes        For        For
Elect Gary Burnet as Director of Assured Guaranty Re Ltd           Management  Yes        For        For
Elect Dominic J. Frederico as Director of Assured Guaranty Re Ltd  Management  Yes        For        For
Elect Sean McCarthy as Director of Assured Guaranty Re Ltd         Management  Yes        For        For
Elect James M. Michener as Director of Assured Guaranty Re Ltd     Management  Yes        For        For
Elect Robert B. Mills as Director of Assured Guaranty Re Ltd       Management  Yes        For        For
Elect Kevin Pearson as Director of Assured Guaranty Re Ltd         Management  Yes        For        For
Elect Andrew Pickering as Director of Assured Guaranty Re Ltd      Management  Yes        For        For
Ratify PricewaterhouseCoopers LLP as Auditors of Assured           Management  Yes        For        For
Guaranty Re Ltd.
Ratify PricewaterhouseCoopers LLP as Auditors of Asuured           Management  Yes        For        For
Guaranty Ireland Holdings Ltd.

--------------------------------------------------------------------------------

MGIC INVESTMENT CORPORATION

Ticker:             MTG  Cusip:  552848103
Meeting Date:  5/6/2010

                                                                                    For/Against
Agenda Item                                       Proponent   Vote Cast  How Voted  Management
Elect Director James A. Abbott                    Management  Yes        For        For
Elect Director Thomas M. Hagerty                  Management  Yes        For        For
Elect Director Michael E. Lehman                  Management  Yes        For        For
Adopt, Renew or Amend NOL Rights Plan (NOL Pill)  Management  Yes        For        For
Ratify Auditors                                   Management  Yes        For        For

--------------------------------------------------------------------------------

NII HOLDINGS, INC.

Ticker:        NIHD       Cusip:  62913F201
Meeting Date:  5/11/2010

                                                                     For/Against
Agenda Item                        Proponent   Vote Cast  How Voted  Management
Elect Director Steven P. Dussek    Management  Yes        For        For
Elect Director Donald Guthrie      Management  Yes        For        For
Elect Director Steven M. Shindler  Management  Yes        For        For
Ratify Auditors                    Management  Yes        For        For
Amend Omnibus Stock Plan           Management  Yes        Against    Against

--------------------------------------------------------------------------------

PRUDENTIAL FINANCIAL, INC.

Ticker:        PRU        Cusip:  744320102
Meeting Date:  5/11/2010

                                                                           For/Against
Agenda Item                              Proponent   Vote Cast  How Voted  Management
Elect Director Thomas J. Baltimore, Jr.  Management  Yes        For        For
Elect Director Gordon M. Bethune         Management  Yes        For        For
Elect Director Gaston Caperton           Management  Yes        For        For
Elect Director Gilbert F. Casellas       Management  Yes        For        For



Elect Director James G. Cullen                                  Management  Yes  For  For
Elect Director William H. Gray, III                             Management  Yes  For  For
Elect Director Mark B. Grier                                    Management  Yes  For  For
Elect Director Jon F. Hanson                                    Management  Yes  For  For
Elect Director Constance J. Horner                              Management  Yes  For  For
Elect Director Karl J. Krapek                                   Management  Yes  For  For
Elect Director Christine A. Poon                                Management  Yes  For  For
Elect Director John R. Strangfield                              Management  Yes  For  For
Elect Director James A. Unruh                                   Management  Yes  For  For
Ratify Auditors                                                 Management  Yes  For  For
Advisory Vote to Ratify Named Executive Officers' Compensation  Management  Yes  For  For

--------------------------------------------------------------------------------

SPRINT NEXTEL CORPORATION

Ticker:        S          Cusip:  852061100
Meeting Date:  5/11/2010

                                                                                                    For/Against
Agenda Item                                                     Proponent     Vote Cast  How Voted  Management
Election Director Robert R. Bennett                             Management    Yes        For        For
Election Director Gordon M. Bethune                             Management    Yes        For        For
Election Director Larry C. Glasscock                            Management    Yes        For        For
Election Director James H. Hance, Jr.                           Management    Yes        For        For
Election Director Daniel R. Hesse                               Management    Yes        For        For
Election Director V. Janet Hill                                 Management    Yes        For        For
Election Director Frank Ianna                                   Management    Yes        For        For
Election Director Sven-Christer Nilsson                         Management    Yes        For        For
Election Director William R. Nuti                               Management    Yes        For        For
Election Director Rodney O' Neal                                Management    Yes        For        For
Ratify Auditors                                                 Management    Yes        For        For
Approve Repricing of Options                                    Management    Yes        For        For
Report on Political Contributions                               Share Holder  Yes        Against    For
Advisory Vote to Ratify Named Executive Officers' Compensation  Share Holder  Yes        Against    For
Provide Right to Act by Written Consent                         Share Holder  Yes        For        Against

--------------------------------------------------------------------------------

EASTMAN KODAK COMPANY

Ticker:        EK         Cusip:  277461109
Meeting Date:  5/12/2010

                                                                       For/Against
Agenda Item                          Proponent   Vote Cast  How Voted  Management
Elect Director Richard S. Braddock   Management  Yes        For        For
Elect Director Richard S. Braddock   Management  Yes        Against    Against
Elect Director Herald Y. Chen        Management  Yes        For        For
Elect Director Herald Y. Chen        Management  Yes        For        For
Elect Director Adam H. Clammer       Management  Yes        For        For
Elect Director Adam H. Clammer       Management  Yes        For        For
Elect Director Timothy M. Donahue    Management  Yes        For        For
Elect Director Timothy M. Donahue    Management  Yes        For        For
Elect Director Michael J. Hawley     Management  Yes        For        For
Elect Director Michael J. Hawley     Management  Yes        Against    Against
Elect Director William H. Hernandez  Management  Yes        For        For
Elect Director William H. Hernandez  Management  Yes        For        For
Elect Director Douglas R. Lebda      Management  Yes        For        For
Elect Director Douglas R. Lebda      Management  Yes        Against    Against
Elect Director Debra L. Lee          Management  Yes        For        For
Elect Director Debra L. Lee          Management  Yes        For        For
Elect Director Delano E. Lewis       Management  Yes        For        For
Elect Director Delano E. Lewis       Management  Yes        Against    Against



Elect Director William G. Parrett     Management  Yes  Against  Against
Elect Director William G. Parrett     Management  Yes  For      For
Elect Director Antonio M. Perez       Management  Yes  For      For
Elect Director Antonio M. Perez       Management  Yes  For      For
Elect Director Joel Seligman          Management  Yes  Against  Against
Elect Director Joel Seligman          Management  Yes  For      For
Elect Director Dennis F. Strigl       Management  Yes  For      For
Elect Director Dennis F. Strigl       Management  Yes  For      For
Elect Director Laura D'Andrea Tyson   Management  Yes  For      For
Elect Director Laura D'Andrea Tyson   Management  Yes  For      For
Ratify Auditors                       Management  Yes  For      For
Ratify Auditors                       Management  Yes  For      For
Amend Omnibus Stock Plan              Management  Yes  For      For
Amend Omnibus Stock Plan              Management  Yes  For      For
Amend Executive Incentive Bonus Plan  Management  Yes  For      For
Amend Executive Incentive Bonus Plan  Management  Yes  For      For

--------------------------------------------------------------------------------

GENWORTH FINANCIAL, INC.

Ticker:        GNW        Cusip:  37247D106
Meeting Date:  5/12/2010

                                                                         For/Against
Agenda Item                            Proponent   Vote Cast  How Voted  Management
Elect Director Steven W. Alesio        Management  Yes        For        For
Elect Director Michael D. Fraizer      Management  Yes        For        For
Elect Director Nancy J. Karch          Management  Yes        For        For
Elect Director J. Robert "Bob" Kerrey  Management  Yes        For        For
Elect Director Risa J. Lavizzo-Mourey  Management  Yes        For        For
Elect Director Christine B. Mead       Management  Yes        For        For
Elect Director Thomas E. Moloney       Management  Yes        For        For
Elect Director James A. Parke          Management  Yes        For        For
Elect Director James S. Riepe          Management  Yes        For        For
Amend Omnibus Stock Plan               Management  Yes        For        For
Ratify Auditors                        Management  Yes        For        For

--------------------------------------------------------------------------------

PULTEGROUP, INC.

Ticker:        PHM        Cusip:   745867101
Meeting Date:  5/12/2010

                                                                                                      For/Against
Agenda Item                                                       Proponent     Vote Cast  How Voted  Management
Elect Director Thomas M. Schoewe                                  Management    Yes        For        For
Elect Director Timothy R. Eller                                   Management    Yes        For        For
Elect Director Clint W. Murchison III                             Management    Yes        For        For
Elect Director Richard J. Dugas, Jr.                              Management    Yes        For        For
Elect Director David N. McCammon                                  Management    Yes        For        For
Elect Director James J. Postl                                     Management    Yes        For        For
Declassify the Board of Directors                                 Management    Yes        For        For
Amend Stock Ownership Limitations                                 Management    Yes        For        For
Ratify Auditors                                                   Management    Yes        For        For
Require a Majority Vote for the Election of Directors             Share Holder  Yes        For        Against
Require Independent Board Chairman                                Share Holder  Yes        Against    For
Performance-Based Equity Awards                                   Share Holder  Yes        For        Against
Advisory Vote to Ratify Named Executive Officers' Compensation    Share Holder  Yes        Against    For
Stock Retention/Holding Period                                    Share Holder  Yes        Against    For
Reimburse Expenses Incurred by Stockholder in Contested Election  Share Holder  Yes        Against    For
of Directors

--------------------------------------------------------------------------------

SLM CORPORATION

Ticker:        SLM        Cusip:   78442P106
Meeting Date:  5/13/2010

                                                                               For/Against
Agenda Item                                  Proponent   Vote Cast  How Voted  Management
Elect Director Ann Torre Bates               Management  Yes        For        For
Elect Director William M. Diefenderfer, III  Management  Yes        For        For
Elect Director Diane Suitt Gilleland         Management  Yes        For        For
Elect Director Earl A. Goode                 Management  Yes        For        For
Elect Director Ronald F. Hunt                Management  Yes        For        For
Elect Director Albert L. Lord                Management  Yes        For        For
Elect Director Michael E. Martin             Management  Yes        For        For
Elect Director Barry A. Munitz               Management  Yes        For        For
Elect Director Howard H. Newman              Management  Yes        For        For
Elect Director A. Alexander Porter, Jr.      Management  Yes        For        For
Elect Director Frank C. Puleo                Management  Yes        For        For
Elect Director Wolfgang Schoellkopf          Management  Yes        For        For
Elect Director Steven L. Shapiro             Management  Yes        For        For
Elect Director J. Terry Strange              Management  Yes        For        For



Elect Director Anthony P. Terracciano  Management  Yes  For  For
Elect Director Barry L. Williams       Management  Yes  For  For
Approve Stock Option Exchange Program  Management  Yes  For  For
Ratify Auditors                        Management  Yes  For  For

--------------------------------------------------------------------------------

THE HARTFORD FINANCIAL SERVICES GROUP, INC.

Ticker:        HIG        Cusip:  416515104
Meeting Date:  5/19/2010

                                                                             For/Against
Agenda Item                              Proponent     Vote Cast  How Voted  Management
Elect Director Robert B. Allardice, III  Management    Yes        For        For
Elect Director Trevor Fetter             Management    Yes        For        For
Elect Director Paul G. Kirk, Jr.         Management    Yes        For        For
Elect Director Liam E. McGee             Management    Yes        For        For
Elect Director Gail J. McGovern          Management    Yes        For        For
Elect Director Michael G. Morris         Management    Yes        For        For
Elect Director Thomas A. Renyi           Management    Yes        For        For
Elect Director Charles B. Strauss        Management    Yes        For        For
Elect Director H. Patrick Swygert        Management    Yes        For        For
Ratify Auditors                          Management    Yes        For        For
Approve Omnibus Stock Plan               Management    Yes        For        For
Amend Executive Incentive Bonus Plan     Management    Yes        For        For
Reimburse Proxy Contest Expenses         Share Holder  Yes        Against    For

--------------------------------------------------------------------------------

BOYD GAMING CORPORATION

Ticker:        BYD        Cusip:  103304101
Meeting Date:  5/20/2010

                                                                        For/Against
Agenda Item                           Proponent   Vote Cast  How Voted  Management
Elect Director Robert L. Boughner     Management  Yes        For        For
Elect Director William R. Boyd        Management  Yes        For        For
Elect Director William S. Boyd        Management  Yes        For        For
Elect Director Thomas V. Girardi      Management  Yes        For        For
Elect Director Marianne Boyd Johnson  Management  Yes        For        For
Elect Director Billy G. McCoy         Management  Yes        For        For
Elect Director Frederick J. Schwab    Management  Yes        For        For
Elect Director Keith E. Smith         Management  Yes        For        For
Elect Director Christine J. Spadafor  Management  Yes        For        For
Elect Director Peter M. Thomas        Management  Yes        For        For
Elect Director Veronica J. Wilson     Management  Yes        For        For
Ratify Auditors                       Management  Yes        For        For

--------------------------------------------------------------------------------

HUMAN GENOME SCIENCES, INC.

Ticker:        HGSI       Cusip:  444903108
Meeting Date:  5/20/2010

                                                                          For/Against
Agenda Item                             Proponent   Vote Cast  How Voted  Management
Elect Director Richard J. Danzig        Management  Yes        For        For
Elect Director Jurgen Drews             Management  Yes        For        For
Elect Director Maxine Gowen             Management  Yes        For        For
Elect Director Tuan Ha-Ngoc             Management  Yes        For        For
Elect Director A. N. 'Jerry' Karabelas  Management  Yes        For        For
Elect Director John L. LaMattina        Management  Yes        For        For
Elect Director Augustine Lawlor         Management  Yes        For        For
Elect Director H. Thomas Watkins        Management  Yes        For        For
Elect Director Robert C. Young          Management  Yes        For        For
Ratify Auditors                         Management  Yes        For        For

--------------------------------------------------------------------------------

LEVEL 3 COMMUNICATIONS, INC.

Ticker:        LVLT       Cusip:  52729N100
Meeting Date:  5/20/2010

                                                                         For/Against
Agenda Item                            Proponent   Vote Cast  How Voted  Management
Elect Director Walter Scott, Jr.       Management  Yes        For        For
Elect Director James Q. Crowe          Management  Yes        For        For
Elect Director R. Douglas Bradbury     Management  Yes        For        For
Elect Director Douglas C. Eby          Management  Yes        For        For
Elect Director James O. Ellis, Jr.     Management  Yes        For        For
Elect Director Richard R. Jaros        Management  Yes        For        For
Elect Director Robert E. Julian        Management  Yes        For        For
Elect Director Michael J. Mahoney      Management  Yes        For        For
Elect Director Rahul N. Merchant       Management  Yes        For        For
Elect Director Charles C. Miller, III  Management  Yes        For        For
Elect Director Arun Netravali          Management  Yes        For        For



Elect Director John T. Reed       Management  Yes  For      For
Elect Director Michael B. Yanney  Management  Yes  For      For
Elect Director Albert C. Yates    Management  Yes  For      For
Approve Reverse Stock Split       Management  Yes  For      For
Increase Authorized Common Stock  Management  Yes  For      For
Approve Omnibus Stock Plan        Management  Yes  Against  Against
Other Business                    Management  Yes  Against  Against

--------------------------------------------------------------------------------

AMAZON.COM, INC.

Ticker:        AMZN       Cusip:  023135106
Meeting Date:  5/25/2010

                                                                           For/Against
Agenda Item                            Proponent     Vote Cast  How Voted  Management
Elect Director Jeffrey P. Bezos        Management    Yes        For        For
Elect Director Tom A. Alberg           Management    Yes        For        For
Elect Director John Seely Brown        Management    Yes        For        For
Elect Director William B. Gordon       Management    Yes        For        For
Elect Director Alain Monie             Management    Yes        For        For
Elect Director Thomas O. Ryder         Management    Yes        For        For
Elect Director Patricia Q. Stonesifer  Management    Yes        For        For
Ratify Auditors                        Management    Yes        For        For
Report on Political Contributions      Share Holder  Yes        Against    For

--------------------------------------------------------------------------------

MARKET LEADER INC

Ticker:        LEDR       Cusip:  57056R103
Meeting Date:  5/27/2010

                                                                          For/Against
Agenda Item                             Proponent   Vote Cast  How Voted  Management
Elect Director Frank M. (Pete) Higgins  Management  Yes        For        For
Elect Director Michael T. Galgon        Management  Yes        For        For
Ratify Auditors                         Management  Yes        For        For

--------------------------------------------------------------------------------

SOLAR CAPITAL LTD.

Ticker:        SLRC      Cusip:  83413U100
Meeting Date:  6/3/2010

                                                                   For/Against
Agenda Item                      Proponent   Vote Cast  How Voted  Management
Elect Director David S. Wachter  Management  Yes        For        For
Ratify Auditors                  Management  Yes        For        For

--------------------------------------------------------------------------------

ARES CAPITAL CORPORATION

Ticker:        ARCC      Cusip:  04010L103
Meeting Date:  6/7/2010

                                                                                      For/Against
Agenda Item                                         Proponent   Vote Cast  How Voted  Management
Elect Director Frank E. O'Bryan                     Management  Yes        For        For
Elect Director Antony P. Ressler                    Management  Yes        For        For
Elect Director Eric B. Siegel                       Management  Yes        For        For
Ratify Auditors                                     Management  Yes        For        For
Approve Sale of Common Stock Below Net Asset Value  Management  Yes        For        For

--------------------------------------------------------------------------------

EXPEDIA, INC.

Ticker:        EXPE      Cusip:  30212P105
Meeting Date:  6/8/2010

                                                                          For/Against
Agenda Item                             Proponent   Vote Cast  How Voted  Management
Elect Director A. George "Skip" Battle  Management  Yes        For        For
Elect Director Barry Diller             Management  Yes        For        For
Elect Director Jonathan L. Dolgen       Management  Yes        For        For
Elect Director William R. Fitzgerald    Management  Yes        For        For
Elect Director Craig A. Jacobson        Management  Yes        For        For
Elect Director Victor A. Kaufman        Management  Yes        For        For
Elect Director Peter M. Kern            Management  Yes        For        For
Elect Director Dara Khosrowshahi        Management  Yes        For        For
Elect Director John C. Malone           Management  Yes        For        For
Elect Director Jose A. Tazon            Management  Yes        For        For
Ratify Auditors                         Management  Yes        For        For

--------------------------------------------------------------------------------

MONSTER WORLDWIDE, INC.

Ticker:        MWW       Cusip:  611742107
Meeting Date:  6/8/2010

                                                                              For/Against
Agenda Item                                 Proponent   Vote Cast  How Voted  Management
Elect Director Salvatore Iannuzzi           Management  Yes        For        For
Elect Director Robert J. Chrenc             Management  Yes        For        For
Elect Director John Gaulding                Management  Yes        For        For
Elect Director Edmund P. Giambastiani, Jr.  Management  Yes        For        For
Elect Director Cynthia P. McCague           Management  Yes        For        For
Elect Director Jeffrey F. Rayport           Management  Yes        For        For
Elect Director Roberto Tunioli              Management  Yes        For        For
Elect Director Timothy T. Yates             Management  Yes        For        For
Ratify Auditors                             Management  Yes        For        For

--------------------------------------------------------------------------------

MANNKIND CORP

Ticker:        MNKD       Cusip:  56400P201
Meeting Date:  6/10/2010

                                                                   For/Against
Agenda Item                      Proponent   Vote Cast  How Voted  Management
Elect Director Alfred E. Mann    Management  Yes        For        For
Elect Director Hakan S. Edstrom  Management  Yes        For        For
Elect Director Abraham E. Cohen  Management  Yes        For        For
Elect Director Ronald Consiglio  Management  Yes        For        For



Elect Director Michael Friedman   Management  Yes  For  For
Elect Director Kent Kresa         Management  Yes  For  For
vDirector David H. Maccallum      Management  Yes  For  For
Elect Director Henry L. Nordhoff  Management  Yes  For  For
Elect Director James S. Shannon   Management  Yes  For  For
Increase Authorized Common Stock  Management  Yes  For  For
Ratify Auditors                   Management  Yes  For  For

--------------------------------------------------------------------------------

UAL CORPORATION

Ticker:        UAUA       Cusip:  902549807
Meeting Date:  6/10/2010

                                                                          For/Against
Agenda Item                             Proponent   Vote Cast  How Voted  Management
Elect Director Richard J. Almeida       Management  Yes        For        For
Elect Director Mary K. Bush             Management  Yes        For        For
Elect Director W. James Farrell         Management  Yes        For        For
Elect Director Jane C. Garvey           Management  Yes        For        For
Elect Director Walter Isaacson          Management  Yes        For        For
Elect Director Robert D. Krebs          Management  Yes        For        For
Elect Director Robert S. Miller         Management  Yes        For        For
Elect Director James J. O'Connor        Management  Yes        For        For
Elect Director Glenn F. Tilton          Management  Yes        For        For
Elect Director David J. Vitale          Management  Yes        For        For
Elect Director John H. Walker           Management  Yes        For        For
Ratify Auditors                         Management  Yes        For        For
Amend Securities Transfer Restrictions  Management  Yes        For        For

--------------------------------------------------------------------------------

CLEARWIRE CORPORATION

Ticker:        CLWR       Cusip:  18538Q105
Meeting Date:  6/15/2010

                                                                     For/Against
Agenda Item                        Proponent   Vote Cast  How Voted  Management
Elect Director Craig O. McCaw      Management  Yes        For        For
Elect Director Jose A. Collazo     Management  Yes        For        For
Elect Director Keith O. Cowan      Management  Yes        For        For
Elect Director Peter L.S. Currie   Management  Yes        For        For
Elect Director Steven L. Elfman    Management  Yes        For        For
Elect Director Dennis S. Hersch    Management  Yes        For        For
Elect Director Daniel R. Hesse     Management  Yes        For        For
Elect Director Frank Ianna         Management  Yes        For        For
Elect Director Brian P. McAndrews  Management  Yes        For        For
Elect Director William T. Morrow   Management  Yes        For        For
Elect Director Theodore H. Schell  Management  Yes        For        For
Elect Director Arvind Sodhani      Management  Yes        For        For
Elect Director John W. Stanton     Management  Yes        For        For
Ratify Auditors                    Management  Yes        For        For

--------------------------------------------------------------------------------

MGM MIRAGE

Ticker:        MGM        Cusip:  552953101
Meeting Date:  6/15/2010

                                                                        For/Against
Agenda Item                         Proponent     Vote Cast  How Voted  Management
Elect Director Robert H. Baldwin    Management    Yes        For        For
Elect Director William A. Bible     Management    Yes        For        For
Elect Director Burton M. Cohen      Management    Yes        For        For
Elect Director Willie D. Davis      Management    Yes        For        For
Elect Director Kenny C. Guinn       Management    Yes        For        For
Elect Director Alexis M. Herman     Management    Yes        For        For
Elect Director Roland Hernandez     Management    Yes        For        For
Elect Director Kirk Kerkorian       Management    Yes        For        For
Elect Director Anthony Mandekic     Management    Yes        For        For
Elect Director Rose McKinney-James  Management    Yes        For        For
Elect Director James J. Murren      Management    Yes        For        For
Elect Director Daniel J. Taylor     Management    Yes        For        For
Elect Director Melvin B. Wolzinger  Management    Yes        For        For
Ratify Auditors                     Management    Yes        For        For
Change Company Name                 Management    Yes        For        For
Prepare Sustainability Report       Share Holder  Yes        Against    For
Other Business                      Management    Yes        Against    Against



YAHOO! INC.

Ticker:        YHOO       Cusip:  984332106
Meeting Date:  6/24/2010

                                                                                                    For/Against
Agenda Item                                                     Proponent     Vote Cast  How Voted  Management
Elect Director Carol Bartz                                      Management    Yes        For        For
Elect Director Roy J. Bostock                                   Management    Yes        For        For
Elect Director Pati S. Hart                                     Management    Yes        For        For
Elect Director Eric Hippeau                                     Management    Yes        For        For
Elect Director Susan M. James                                   Management    Yes        For        For
Elect Director Vyomesh Joshi                                    Management    Yes        For        For
Elect Director Arthur H. Kern                                   Management    Yes        For        For
Elect Director Brad D. Smith                                    Management    Yes        For        For
Elect Director Gary L. Wilson                                   Management    Yes        For        For
Elect Director Jerry Yang                                       Management    Yes        For        For
Amend Non-Employee Director Omnibus Stock Plan                  Management    Yes        For        For
Ratify Auditors                                                 Management    Yes        For        For
Advisory Vote to Ratify Named Executive Officers' Compensation  Share Holder  Yes        Against    For

--------------------------------------------------------------------------------

DELTA AIR LINES, INC.

Ticker:        DAL        Cusip:  247361702
Meeting Date:  6/30/2010

                                                                          For/Against
Agenda Item                           Proponent     Vote Cast  How Voted  Management
Elect Director Richard H. Anderson    Management    Yes        For        For
Elect Director Edward H. Bastian      Management    Yes        For        For
Elect Director Roy J. Bostock         Management    Yes        For        For
Elect Director John S. Brinzo         Management    Yes        For        For
Elect Director Daniel A. Carp         Management    Yes        For        For
Elect Director John M. Engler         Management    Yes        For        For
Elect Director Mickey P. Foret        Management    Yes        For        For
Elect Director David R. Goode         Management    Yes        For        For
Elect Director Paula Rosput Reynolds  Management    Yes        For        For
Elect Director Kenneth C. Rogers      Management    Yes        For        For
Elect Director Rodney E. Slater       Management    Yes        For        For
Elect Director Douglas M. Steenland   Management    Yes        For        For
Elect Director Kenneth B. Woodrow     Management    Yes        For        For
Ratify Auditors                       Management    Yes        For        For
Provide for Cumulative Voting         Share Holder  Yes        Against    For


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.

 

Legg Mason Investment Trust, Inc.
By:   /s/ David R. Odenath
  David R. Odenath,
 

President of Legg Mason Investment Trust, Inc.

Date: August 20, 2010