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:	811-10071
Exact name of registrant as specified in charter:	Oppenheimer Small- & Mid-Cap Growth Fund
Address of principal executive offices:	6803 South Tucson Way
	Centennial, CO 80112-3924
Name and address of agent for service:	Arthur S. Gabinet, Executive Vice President & General Counsel
	OppenheimerFunds, Inc.
	Two World Financial Center
	225 Liberty Street
	New York, NY 10281-1008
Registrant’s telephone number, including area code:	303-768-3200
Date of fiscal year end:	10/31
Date of reporting period:	07/01/2011-06/30/2012
Item 1.	Proxy Voting Record

 ******************************* FORM N-Px REPORT *******************************

ICA File Number: 811-10071
Reporting Period: 07/01/2011 - 06/30/2012
Oppenheimer Small- & Mid-Cap Growth Fund









=================== Oppenheimer Small- & Mid-Cap Growth Fund ===================


AFFILIATED MANAGERS GROUP, INC.

Ticker:       AMG            Security ID:  008252108
Meeting Date: JUN 18, 2012   Meeting Type: Annual
Record Date:  APR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Samuel T. Byrne          For       For          Management
2     Elect Director Dwight D. Churchill      For       For          Management
3     Elect Director Sean M. Healey           For       For          Management
4     Elect Director Harold J. Meyerman       For       For          Management
5     Elect Director William J. Nutt          For       For          Management
6     Elect Director Tracy P. Palandjian      For       For          Management
7     Elect Director Rita M. Rodriguez        For       For          Management
8     Elect Director Patrick T. Ryan          For       For          Management
9     Elect Director Jide J. Zeitlin          For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
11    Ratify Auditors                         For       For          Management


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AKAMAI TECHNOLOGIES, INC.

Ticker:       AKAM           Security ID:  00971T101
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director George H. Conrades       For       For          Management
2     Elect Director Martin M. Coyne, II      For       For          Management
3     Elect Director Jill A. Greenthal        For       For          Management
4     Elect Director Geoffrey A. Moore        For       For          Management
5     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
6     Ratify Auditors                         For       For          Management


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ALBEMARLE CORPORATION

Ticker:       ALB            Security ID:  012653101
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jim W. Nokes             For       For          Management
1.2   Elect Director Willam H. Hernandez      For       For          Management
1.3   Elect Director R. William Ide, III      For       For          Management
1.4   Elect Director Luther C. Kissam, IV     For       For          Management
1.5   Elect Director Joseph M. Mahady         For       For          Management
1.6   Elect Director Barry W. Perry           For       For          Management
1.7   Elect Director John Sherman, Jr.        For       For          Management
1.8   Elect Director Harriett Tee Taggart     For       For          Management
1.9   Elect Director Anne Marie Whittemore    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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ALEXION PHARMACEUTICALS, INC.

Ticker:       ALXN           Security ID:  015351109
Meeting Date: MAY 07, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Leonard Bell             For       For          Management
1.2   Elect Director Max Link                 For       For          Management
1.3   Elect Director William R. Keller        For       For          Management
1.4   Elect Director Joseph A. Madri          For       For          Management
1.5   Elect Director Larry L. Mathis          For       For          Management
1.6   Elect Director R. Douglas Norby         For       For          Management
1.7   Elect Director Alvin S. Parven          For       For          Management
1.8   Elect Director Andreas Rummelt          For       For          Management
1.9   Elect Director Ann M. Veneman           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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ALLIANCE DATA SYSTEMS CORPORATION

Ticker:       ADS            Security ID:  018581108
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Edward J. Heffernan      For       For          Management
2     Elect Director Robert A. Minicucci      For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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ALLIED NEVADA GOLD CORP.

Ticker:       ANV            Security ID:  019344100
Meeting Date: OCT 19, 2011   Meeting Type: Annual
Record Date:  SEP 29, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Robert M. Buchan         For       Against      Management
2     Elect Director Scott A. Caldwell        For       For          Management
3     Elect Director John W. Ivany            For       For          Management
4     Elect Director Cameron A. Mingay        For       For          Management
5     Elect Director Terry M. Palmer          For       For          Management
6     Elect Director Carl Pescio              For       For          Management
7     Elect Director D. Bruce Sinclair        For       For          Management
8     Elect Director Robert G. Wardell        For       For          Management
9     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
10    Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
11    Ratify Auditors                         For       For          Management
12    Increase Authorized Common Stock        For       For          Management
13    Approve Deferred Phantom Unit Plan      For       For          Management
14    Approve Deferred Share Unit Plan        For       For          Management


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ALLIED NEVADA GOLD CORP.

Ticker:       ANV            Security ID:  019344100
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert M. Buchan         For       For          Management
1.2   Elect Director Scott A. Caldwell        For       For          Management
1.3   Elect Director John W. Ivany            For       For          Management
1.4   Elect Director Cameron A. Mingay        For       For          Management
1.5   Elect Director Terry M. Palmer          For       For          Management
1.6   Elect Director Carl Pescio              For       For          Management
1.7   Elect Director D. Bruce Sinclair        For       For          Management
1.8   Elect Director Robert G. Wardell        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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AMERISOURCEBERGEN CORPORATION

Ticker:       ABC            Security ID:  03073E105
Meeting Date: MAR 01, 2012   Meeting Type: Annual
Record Date:  JAN 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Steven H. Collis         For       For          Management
2     Elect Director Richard C. Gozon         For       For          Management
3     Elect Director Kathleen W. Hyle         For       For          Management
4     Elect Director Michael J. Long          For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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AMETEK, INC.

Ticker:       AME            Security ID:  031100100
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James R. Malone          For       For          Management
1.2   Elect Director Elizabeth R. Varet       For       For          Management
1.3   Elect Director Dennis K. Williams       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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ARIBA, INC.

Ticker:       ARBA           Security ID:  04033V203
Meeting Date: JAN 20, 2012   Meeting Type: Annual
Record Date:  DEC 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Harriet Edelman          For       For          Management
1.2   Elect Director Richard A. Kashnow       For       For          Management
1.3   Elect Director Robert D. Johnson        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Ratify Auditors                         For       For          Management


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ARTHUR J. GALLAGHER & CO.

Ticker:       AJG            Security ID:  363576109
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director William L. Bax           For       For          Management
2     Elect Director Frank E. English, Jr.    For       For          Management
3     Elect Director J. Patrick Gallagher,    For       For          Management
      Jr.
4     Elect Director Ilene S. Gordon          For       For          Management
5     Elect Director Elbert O. Hand           For       For          Management
6     Elect Director David S. Johnson         For       For          Management
7     Elect Director Kay W. McCurdy           For       For          Management
8     Elect Director Norman L. Rosenthal      For       For          Management
9     Elect Director James R. Wimmer          For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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ARUBA NETWORKS, INC.

Ticker:       ARUN           Security ID:  043176106
Meeting Date: DEC 15, 2011   Meeting Type: Annual
Record Date:  OCT 20, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Dominic P. Orr           For       For          Management
1.2   Elect Director Keerti Melkote           For       For          Management
1.3   Elect Director Bernard Guidon           For       Withhold     Management
1.4   Elect Director Emmanuel Hernandez       For       For          Management
1.5   Elect Director Michael R. Kourey        For       For          Management
1.6   Elect Director Douglas Leone            For       For          Management
1.7   Elect Director Willem P. Roelandts      For       For          Management
1.8   Elect Director Juergen Rottler          For       For          Management
1.9   Elect Director Daniel Warmenhoven       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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ATWOOD OCEANICS, INC.

Ticker:       ATW            Security ID:  050095108
Meeting Date: FEB 09, 2012   Meeting Type: Annual
Record Date:  DEC 20, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Deborah A. Beck          For       Withhold     Management
1.2   Elect Director George S. Dotson         For       Withhold     Management
1.3   Elect Director Jack E. Golden           For       Withhold     Management
1.4   Elect Director Hans Helmerich           For       For          Management
1.5   Elect Director James R. Montague        For       Withhold     Management
1.6   Elect Director Robert J. Saltiel        For       For          Management
1.7   Elect Director Phil D. Wedemeyer        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       Against      Management
4     Other Business                          For       Against      Management


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AUTODESK, INC.

Ticker:       ADSK           Security ID:  052769106
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Carl Bass                For       For          Management
2     Elect Director Crawford W. Beveridge    For       For          Management
3     Elect Director J. Hallam Dawson         For       For          Management
4     Elect Director Per-Kristian Halvorsen   For       For          Management
5     Elect Director Mary T. McDowell         For       For          Management
6     Elect Director Lorrie M. Norrington     For       For          Management
7     Elect Director Charles J. Robel         For       For          Management
8     Elect Director Stacy J. Smith           For       For          Management
9     Elect Director Steven M. West           For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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AVAGO TECHNOLOGIES LIMITED

Ticker:       AVGO           Security ID:  Y0486S104
Meeting Date: APR 04, 2012   Meeting Type: Annual
Record Date:  FEB 08, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Reelect Hock E. Tan as Director         For       For          Management
1b    Reelect Adam H. Clammer as Director     For       For          Management
1c    Reelect John T. Dickson as Director     For       For          Management
1d    Reelect James V. Diller as Director     For       For          Management
1e    Reelect Kenneth Y. Hao as Director      For       For          Management
1f    Reelect John Min-Chih Hsuan as Director For       For          Management
1g    Reelect Justine F. Lien as Director     For       For          Management
1h    Reelect Donald Macleod as Director      For       For          Management
2     Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors and Authorize Board to Fix
      Their Remuneration
3     Approve Cash Compensation to Directors  For       For          Management
4     Approve Issuance of Equity or           For       For          Management
      Equity-Linked Securities with or
      without Preemptive Rights
5     Approve Repurchase of Up to 10 Percent  For       For          Management
      of Issued Capital


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BALL CORPORATION

Ticker:       BLL            Security ID:  058498106
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  MAR 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert W. Alspaugh       For       Withhold     Management
1.2   Elect Director R. David Hoover          For       Withhold     Management
1.3   Elect Director Jan Nicholson            For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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BE AEROSPACE, INC.

Ticker:       BEAV           Security ID:  073302101
Meeting Date: JUL 26, 2011   Meeting Type: Annual
Record Date:  JUN 03, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert J. Khoury         For       For          Management
1.2   Elect Director Jonathan M. Schofield    For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
4     Ratify Auditors                         For       For          Management


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BIOMARIN PHARMACEUTICAL INC.

Ticker:       BMRN           Security ID:  09061G101
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jean-Jacques Bienaime    For       For          Management
1.2   Elect Director Michael Grey             For       For          Management
1.3   Elect Director Elaine J. Heron          For       For          Management
1.4   Elect Director Pierre Lapalme           For       For          Management
1.5   Elect Director V. Bryan Lawlis          For       For          Management
1.6   Elect Director Richard A. Meier         For       For          Management
1.7   Elect Director Alan J. Lewis            For       For          Management
1.8   Elect Director William D. Young         For       For          Management
1.9   Elect Director Kenneth M. Bate          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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CABOT OIL & GAS CORPORATION

Ticker:       COG            Security ID:  127097103
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Rhys J. Best             For       For          Management
2     Elect Director Robert Kelley            For       For          Management
3     Elect Director P. Dexter Peacock        For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Increase Authorized Common Stock        For       For          Management
7     Declassify the Board of Directors       For       For          Management
8     Include Sustainability as a             Against   Abstain      Shareholder
      Performance Measure for Senior
      Executive Compensation
9     Provide Sustainability Report           Against   For          Shareholder


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CATALYST HEALTH SOLUTIONS, INC.

Ticker:       CHSI           Security ID:  14888B103
Meeting Date: JUN 04, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steven B. Epstein        For       For          Management
1.2   Elect Director Michael R. McDonnell     For       For          Management
1.3   Elect Director Dale B. Wolf             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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CERNER CORPORATION

Ticker:       CERN           Security ID:  156782104
Meeting Date: MAY 18, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Clifford W. Illig        For       For          Management
2     Elect Director William B. Neaves        For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Declassify the Board of Directors       Against   For          Shareholder


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CF INDUSTRIES HOLDINGS, INC.

Ticker:       CF             Security ID:  125269100
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen A. Furbacher     For       Withhold     Management
1.2   Elect Director John D. Johnson          For       Withhold     Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Declassify the Board of Directors       Against   For          Shareholder
5     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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CHECK POINT SOFTWARE TECHNOLOGIES LTD.

Ticker:       CPW            Security ID:  M22465104
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Reelect Directors                       For       For          Management
2     Reelect External Directors              For       For          Management
2a    Indicate Personal/Controlling Interest  None      Against      Management
      in Proposed Agenda Item
3     Approve Auditors and Authorize Board    For       For          Management
      to Fix Their Remuneration; Review
      Consolidated Financial Statements
4     Approve Compensation of Chairman/CEO    For       Against      Management
      Including Option Grant
4a    Indicate Personal Interest in Proposed  None      Against      Management
      Agenda Item
5     Reauthorize Board Chairman to Serve as  For       Against      Management
      CEO
5a    Indicate Personal/Controlling Interest  None      Against      Management
      in Proposed Agenda Item


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CHIPOTLE MEXICAN GRILL, INC.

Ticker:       CMG            Security ID:  169656105
Meeting Date: MAY 31, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steve Ells               For       For          Management
1.2   Elect Director Patrick J. Flynn         For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Declassify the Board of Directors       Against   For          Shareholder


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CITRIX SYSTEMS, INC.

Ticker:       CTXS           Security ID:  177376100
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Thomas F. Bogan          For       For          Management
2     Elect Director Nanci E. Caldwell        For       For          Management
3     Elect Director Gary E. Morin            For       For          Management
4     Amend Omnibus Stock Plan                For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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CLEAN HARBORS, INC.

Ticker:       CLH            Security ID:  184496107
Meeting Date: MAY 07, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alan S. McKim            For       For          Management
1.2   Elect Director Rod Marlin               For       For          Management
1.3   Elect Director John T. Preston          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Ratify Auditors                         For       For          Management


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COLFAX CORPORATION

Ticker:       CFX            Security ID:  194014106
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mitchell P. Rales        For       For          Management
2     Elect Director Clay H. Kiefaber         For       For          Management
3     Elect Director Patrick W. Allender      For       For          Management
4     Elect Director Joseph O. Bunting, III   For       For          Management
5     Elect Director Thomas S. Gayner         For       For          Management
6     Elect Director Rhonda L. Jordan         For       For          Management
7     Elect Director San W. Orr, III          For       For          Management
8     Elect Director A. Clayton Perfall       For       For          Management
9     Elect Director Steven E. Simms          For       For          Management
10    Elect Director Rajiv Vinnakota          For       For          Management
11    Ratify Auditors                         For       For          Management
12    Amend Omnibus Stock Plan                For       For          Management
13    Approve Material Terms for Payment of   For       For          Management
      Incentive Compensation


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CONCHO RESOURCES INC.

Ticker:       CXO            Security ID:  20605P101
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steven L. Beal           For       For          Management
1.2   Elect Director Tucker S. Bridwell       For       For          Management
1.3   Elect Director Mark B. Puckett          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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CORE LABORATORIES N.V.

Ticker:       CLB            Security ID:  N22717107
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  APR 18, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard L. Bergmark      For       For          Management
1.2   Elect Director Margaret Ann van Kempen  For       For          Management
2     Ratify PricewaterhouseCoopers as        For       For          Management
      Auditors
3a    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3b    Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
4     Approve Financial Statements and        For       For          Management
      Statutory Reports
5     Approve Cancellation of Repurchased     For       For          Management
      Shares
6     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
7     Grant Board Authority to Issue          For       For          Management
      Ordinary and Preference Shares Up To
      20 Percent of Issued Capital
8     Authorize Board to Exclude Preemptive   For       For          Management
      Rights from Issuance under Item 7
9     Approval of Amendments to the           For       For          Management
      Company's Articles of Association


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DOLLAR TREE, INC.

Ticker:       DLTR           Security ID:  256746108
Meeting Date: JUN 14, 2012   Meeting Type: Annual
Record Date:  APR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Arnold S. Barron         For       For          Management
1.2   Elect Director Macon F. Brock, Jr.      For       For          Management
1.3   Elect Director Mary Anne Citrino        For       For          Management
1.4   Elect Director J. Douglas Perry         For       For          Management
1.5   Elect Director Thomas A. Saunders, III  For       For          Management
1.6   Elect Director Thomas E. Whiddon        For       For          Management
1.7   Elect Director Carl P. Zeithaml         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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EDWARDS LIFESCIENCES CORPORATION

Ticker:       EW             Security ID:  28176E108
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mike R. Bowlin           For       For          Management
2     Elect Director Barbara J. McNeil        For       For          Management
3     Elect Director Michael A. Mussallem     For       For          Management
4     Amend Omnibus Stock Plan                For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Ratify Auditors                         For       For          Management
7     Declassify the Board of Directors       None      For          Shareholder
8     Reduce Supermajority Vote Requirement   Against   For          Shareholder


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EQUINIX, INC.

Ticker:       EQIX           Security ID:  29444U502
Meeting Date: JUN 05, 2012   Meeting Type: Annual
Record Date:  APR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steven T. Clontz         For       For          Management
1.2   Elect Director Gary F. Hromadko         For       For          Management
1.3   Elect Director Scott G. Kriens          For       For          Management
1.4   Elect Director William K. Luby          For       For          Management
1.5   Elect Director Irving F. Lyons, III     For       For          Management
1.6   Elect Director Christopher B. Paisley   For       For          Management
1.7   Elect Director Stephen M. Smith         For       For          Management
1.8   Elect Director Peter F. Van Camp        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Material Terms for Long-Term    For       For          Management
      Incentive Performance Awards
5     Provide Right to Call Special Meeting   For       For          Management


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F5 NETWORKS, INC.

Ticker:       FFIV           Security ID:  315616102
Meeting Date: MAR 15, 2012   Meeting Type: Annual
Record Date:  JAN 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Jonathan Chadwick        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Declassify the Board of Directors       Against   For          Shareholder


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

FASTENAL COMPANY

Ticker:       FAST           Security ID:  311900104
Meeting Date: APR 17, 2012   Meeting Type: Annual
Record Date:  FEB 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert A. Kierlin        For       For          Management
1.2   Elect Director Stephen M. Slaggie       For       For          Management
1.3   Elect Director Michael M. Gostomski     For       For          Management
1.4   Elect Director Willard D. Oberton       For       For          Management
1.5   Elect Director Michael J. Dolan         For       For          Management
1.6   Elect Director Reyne K. Wisecup         For       For          Management
1.7   Elect Director Hugh L. Miller           For       For          Management
1.8   Elect Director Michael J. Ancius        For       For          Management
1.9   Elect Director Scott A. Satterlee       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors


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

FIRST REPUBLIC BANK

Ticker:       FRC            Security ID:  33616C100
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James H. Herbert, II     For       For          Management
1.2   Elect Director K. August-dewilde        For       For          Management
1.3   Elect Director Thomas J. Barrack, Jr.   For       Withhold     Management
1.4   Elect Director F.J. Fahrenkopf, Jr.     For       For          Management
1.5   Elect Director William E. Ford          For       For          Management
1.6   Elect Director L. Martin Gibbs          For       For          Management
1.7   Elect Director Sandra R. Hernandez      For       For          Management
1.8   Elect Director Pamela J. Joyner         For       For          Management
1.9   Elect Director Jody S. Lindell          For       For          Management
1.10  Elect Director George G.C. Parker       For       For          Management
2     Approve Executive Incentive Bonus Plan  For       For          Management
3     Amend Omnibus Stock Plan                For       Against      Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

FORTINET, INC.

Ticker:       FTNT           Security ID:  34959E109
Meeting Date: JUN 14, 2012   Meeting Type: Annual
Record Date:  APR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Chenming Hu              For       For          Management
1.2   Elect Director Hong Liang Lu            For       For          Management
1.3   Elect Director Ken Xie                  For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

FOSSIL, INC.

Ticker:       FOSL           Security ID:  349882100
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Elaine Agather           For       For          Management
1.2   Elect Director Jeffrey N. Boyer         For       For          Management
1.3   Elect Director Kosta N. Kartsotis       For       For          Management
1.4   Elect Director Diane Neal               For       For          Management
1.5   Elect Director Thomas M. Nealon         For       For          Management
1.6   Elect Director Elysia Holt Ragusa       For       For          Management
1.7   Elect Director Jal S. Shroff            For       For          Management
1.8   Elect Director James E. Skinner         For       For          Management
1.9   Elect Director Michael Steinberg        For       For          Management
1.10  Elect Director Donald J. Stone          For       For          Management
1.11  Elect Director James M. Zimmerman       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Report on Supply Chain Environmental    Against   For          Shareholder
      Management


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

HANSEN NATURAL CORPORATION

Ticker:       HANS           Security ID:  411310105
Meeting Date: JAN 05, 2012   Meeting Type: Special
Record Date:  NOV 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Change Company Name                     For       For          Management
2     Increase Authorized Common Stock        For       For          Management


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

HEALTHSPRING, INC.

Ticker:       HS             Security ID:  42224N101
Meeting Date: JAN 12, 2012   Meeting Type: Special
Record Date:  DEC 08, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Merger Agreement                For       For          Management
2     Adjourn Meeting                         For       For          Management
3     Advisory Vote on Golden Parachutes      For       For          Management


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

HERBALIFE LTD.

Ticker:       HLF            Security ID:  G4412G101
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  FEB 29, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Pedro Cardoso            For       For          Management
1.2   Elect Director Colombe M. Nicholas      For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

HEXCEL CORPORATION

Ticker:       HXL            Security ID:  428291108
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 08, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Joel S. Beckman          For       For          Management
2     Elect Director David E. Berges          For       For          Management
3     Elect Director Lynn Brubaker            For       For          Management
4     Elect Director Jeffrey C. Campbell      For       For          Management
5     Elect Director Sandra L. Derickson      For       For          Management
6     Elect Director W. Kim Foster            For       For          Management
7     Elect Director Thomas A. Gendron        For       For          Management
8     Elect Director Jeffrey A. Graves        For       For          Management
9     Elect Director David C. Hill            For       For          Management
10    Elect Director David L. Pugh            For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Ratify Auditors                         For       For          Management


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

HMS HOLDINGS CORP.

Ticker:       HMSY           Security ID:  40425J101
Meeting Date: JUL 06, 2011   Meeting Type: Annual
Record Date:  MAY 17, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William F. Miller III    For       Withhold     Management
1.2   Elect Director Ellen A. Rudnick         For       For          Management
1.3   Elect Director Michael A. Stocker       For       For          Management
1.4   Elect Director Richard H. Stowe         For       For          Management
2     Increase Authorized Common Stock        For       For          Management
3     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
4     Amend Omnibus Stock Plan                For       For          Management
5     Approve Executive Incentive Bonus Plan  For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
8     Ratify Auditors                         For       For          Management


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

HMS HOLDINGS CORP.

Ticker:       HMSY           Security ID:  40425J101
Meeting Date: JUN 26, 2012   Meeting Type: Annual
Record Date:  MAY 07, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Robert. M. Holster       For       For          Management
2     Elect Director James T. Kelly           For       For          Management
3     Elect Director William C. Lucia         For       For          Management
4     Elect Director William S. Mosakowski    For       For          Management
5     Elect Director Bart M. Schwartz         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Ratify Auditors                         For       For          Management


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

IAC/INTERACTIVECORP

Ticker:       IACI           Security ID:  44919P508
Meeting Date: JUN 20, 2012   Meeting Type: Annual
Record Date:  APR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gregory R. Blatt         For       For          Management
1.2   Elect Director Edgar Bronfman, Jr.      For       For          Management
1.3   Elect Director Chelsea Clinton          For       For          Management
1.4   Elect Director Sonali De Rycker         For       For          Management
1.5   Elect Director Barry Diller             For       For          Management
1.6   Elect Director Michael D. Eisner        For       For          Management
1.7   Elect Director Victor A. Kaufman        For       For          Management
1.8   Elect Director Donald R. Keough         For       For          Management
1.9   Elect Director Bryan Lourd              For       For          Management
1.10  Elect Director Arthur C. Martinez       For       For          Management
1.11  Elect Director David Rosenblatt         For       For          Management
1.12  Elect Director Alan G. Spoon            For       For          Management
1.13  Elect Director Alexander von            For       For          Management
      Furstenberg
1.14  Elect Director Richard F. Zannino       For       For          Management
2     Ratify Auditors                         For       For          Management


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

IDEXX LABORATORIES, INC.

Ticker:       IDXX           Security ID:  45168D104
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William T. End           For       For          Management
1.2   Elect Director Barry C. Johnson         For       For          Management
1.3   Elect Director Brian P. McKeon          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

ITC HOLDINGS CORP.

Ticker:       ITC            Security ID:  465685105
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Christopher H. Franklin  For       For          Management
1.2   Elect Director Edward G. Jepsen         For       For          Management
1.3   Elect Director Richard D. McLellan      For       For          Management
1.4   Elect Director William J. Museler       For       For          Management
1.5   Elect Director Hazel R. O'Leary         For       For          Management
1.6   Elect Director M. Michael Rounds        For       For          Management
1.7   Elect Director G. Bennett Stewart, III  For       For          Management
1.8   Elect Director Lee C. Stewart           For       For          Management
1.9   Elect Director J.C. Watts, Jr.          For       For          Management
1.10  Elect Director Joseph L. Welch          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

JOY GLOBAL INC.

Ticker:       JOY            Security ID:  481165108
Meeting Date: MAR 06, 2012   Meeting Type: Annual
Record Date:  JAN 06, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steven L. Gerard         For       For          Management
1.2   Elect Director John T. Gremp            For       For          Management
1.3   Elect Director John Nils Hanson         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
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Reduce Supermajority Vote Requirement   For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management


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

KANSAS CITY SOUTHERN

Ticker:       KSU            Security ID:  485170302
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Lu M. Cordova            For       For          Management
1.2   Elect Director Michael R. Haverty       For       For          Management
1.3   Elect Director Thomas A. McDonnell      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Reduce Supermajority Vote Requirement   For       For          Management
4     Eliminate Cumulative Voting             For       For          Management
5     Amend Certificate of Incorporation      For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Reduce Supermajority Vote Requirement   Against   For          Shareholder


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

KIRBY CORPORATION

Ticker:       KEX            Security ID:  497266106
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  MAR 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Bob G. Gower             For       For          Management
2     Elect Director Monte J. Miller          For       For          Management
3     Elect Director Joseph H. Pyne           For       For          Management
4     Amend Omnibus Stock Plan                For       For          Management
5     Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan
6     Ratify Auditors                         For       For          Management
7     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

LAREDO PETROLEUM HOLDINGS, INC.

Ticker:       LPI            Security ID:  516806106
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Randy A. Foutch          For       For          Management
1.2   Elect Director Jerry R. Schuyler        For       For          Management
1.3   Elect Director Peter R. Kagan           For       Withhold     Management
1.4   Elect Director James R. Levy            For       Withhold     Management
1.5   Elect Director B.Z. (Bill) Parker       For       For          Management
1.6   Elect Director Pamela S. Pierce         For       For          Management
1.7   Elect Director Ambassador Francis       For       For          Management
      Rooney
1.8   Elect Director Myles W. Scoggins        For       For          Management
1.9   Elect Director Edmund P. Segner, III    For       For          Management
1.10  Elect Director Donald D. Wolf           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

LINKEDIN CORPORATION

Ticker:       LNKD           Security ID:  53578A108
Meeting Date: JUN 14, 2012   Meeting Type: Annual
Record Date:  APR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Leslie Kilgore           For       For          Management
1.2   Elect Director Jeffrey Weiner           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
4     Ratify Auditors                         For       For          Management


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

LPL INVESTMENT HOLDINGS INC.

Ticker:       LPLA           Security ID:  50213H100
Meeting Date: MAY 30, 2012   Meeting Type: Annual
Record Date:  APR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard W. Boyce         For       For          Management
1.2   Elect Director John J. Brennan          For       For          Management
1.3   Elect Director Mark S. Casady           For       For          Management
1.4   Elect Director Jeffrey A. Goldstein     For       For          Management
1.5   Elect Director James S. Putnam          For       For          Management
1.6   Elect Director James S. Riepe           For       For          Management
1.7   Elect Director Richard P. Schifter      For       For          Management
1.8   Elect Director Jeffrey E. Stiefler      For       For          Management
1.9   Elect Director Allen R. Thorpe          For       For          Management
2     Ratify Auditors                         For       For          Management


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

LULULEMON ATHLETICA INC.

Ticker:       LULU           Security ID:  550021109
Meeting Date: JUN 06, 2012   Meeting Type: Annual
Record Date:  APR 18, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Christine M. Day         For       For          Management
1.2   Elect Director Martha A.M. (Marti)      For       For          Management
      Morfitt
1.3   Elect Director Rhoda M. Pitcher         For       For          Management
1.4   Elect Director Emily White              For       For          Management
1.5   Elect Director Jerry Stritzke           For       For          Management
2     Amend Omnibus Stock Plan                For       Against      Management
3     Ratify Auditors                         For       For          Management


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

MERCADOLIBRE, INC.

Ticker:       MELI           Security ID:  58733R102
Meeting Date: JUN 14, 2012   Meeting Type: Annual
Record Date:  APR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Martin de los Santos     For       For          Management
1.2   Elect Director Nicolas Galperin         For       Withhold     Management
1.3   Elect Director Susan Segal              For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

MICROS SYSTEMS, INC.

Ticker:       MCRS           Security ID:  594901100
Meeting Date: NOV 18, 2011   Meeting Type: Annual
Record Date:  SEP 26, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Louis M. Brown, Jr.      For       For          Management
1.2   Elect Director B. Gary Dando            For       For          Management
1.3   Elect Director A.L. Giannopoulos        For       For          Management
1.4   Elect Director F. Suzanne Jenniches     For       For          Management
1.5   Elect Director John G. Puente           For       For          Management
1.6   Elect Director Dwight S. Taylor         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Stock Option Plan                 For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

MONSTER BEVERAGE CORPORATION

Ticker:       MNST           Security ID:  611740101
Meeting Date: JUN 08, 2012   Meeting Type: Annual
Record Date:  APR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Rodney C. Sacks          For       For          Management
1.2   Elect Director Hilton H. Schlosberg     For       For          Management
1.3   Elect Director Norman C. Epstein        For       For          Management
1.4   Elect Director Benjamin M. Polk         For       For          Management
1.5   Elect Director Sydney Selati            For       For          Management
1.6   Elect Director Harold C. Taber, Jr.     For       For          Management
1.7   Elect Director Mark S. Vidergauz        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

NETLOGIC MICROSYSTEMS, INC.

Ticker:       NETL           Security ID:  64118B100
Meeting Date: NOV 22, 2011   Meeting Type: Special
Record Date:  OCT 19, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Merger Agreement                For       For          Management
2     Adjourn Meeting                         For       For          Management
3     Advisory Vote on Golden Parachutes      For       For          Management


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

NETSUITE INC.

Ticker:       N              Security ID:  64118Q107
Meeting Date: JUN 13, 2012   Meeting Type: Annual
Record Date:  APR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Evan Goldberg            For       For          Management
1.2   Elect Director Steven J. Gomo           For       For          Management
1.3   Elect Director Catherine R. Kinney      For       For          Management
2     Ratify Auditors                         For       For          Management


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

NORDSTROM, INC.

Ticker:       JWN            Security ID:  655664100
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Phyllis J. Campbell      For       For          Management
2     Elect Director Michelle M. Ebanks       For       For          Management
3     Elect Director Enrique Hernandez, Jr.   For       For          Management
4     Elect Director Robert G. Miller         For       For          Management
5     Elect Director Blake W. Nordstrom       For       For          Management
6     Elect Director Erik  B. Nordstrom       For       For          Management
7     Elect Director Peter E. Nordstrom       For       For          Management
8     Elect Director Philip G. Satre          For       For          Management
9     Elect Director B. Kevin Turner          For       For          Management
10    Elect Director Robert D. Walter         For       For          Management
11    Elect Director Alison A. Winter         For       For          Management
12    Approve Executive Incentive Bonus Plan  For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

NUANCE COMMUNICATIONS, INC.

Ticker:       NUAN           Security ID:  67020Y100
Meeting Date: JAN 27, 2012   Meeting Type: Annual
Record Date:  DEC 02, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Paul A. Ricci            For       For          Management
2     Elect Director Robert G. Teresi         For       For          Management
3     Elect Director Robert J. Frankenberg    For       For          Management
4     Elect Director Katharine A. Martin      For       For          Management
5     Elect Director Patrick T. Hackett       For       For          Management
6     Elect Director William H. Janeway       For       For          Management
7     Elect Director Mark B. Myers            For       For          Management
8     Elect Director Philip J. Quigley        For       For          Management
9     Elect Director Mark R. Laret            For       For          Management
10    Amend Omnibus Stock Plan                For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
13    Ratify Auditors                         For       For          Management


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

O'REILLY AUTOMOTIVE, INC.

Ticker:       ORLY           Security ID:  67103H107
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  FEB 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Charles H. O'Reilly, Jr. For       For          Management
2     Elect Director John Murphy              For       For          Management
3     Elect Director Ronald Rashkow           For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Approve Omnibus Stock Plan              For       For          Management
6     Ratify Auditors                         For       For          Management


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

OCEANEERING INTERNATIONAL, INC.

Ticker:       OII            Security ID:  675232102
Meeting Date: MAY 04, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jerold J. DesRoche       For       For          Management
1.2   Elect Director John R. Huff             For       For          Management
1.3   Elect Director M. Kevin McEvoy          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

OIL STATES INTERNATIONAL, INC.

Ticker:       OIS            Security ID:  678026105
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     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
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

PANERA BREAD COMPANY

Ticker:       PNRA           Security ID:  69840W108
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Domenic Colasacco        For       For          Management
1.2   Elect Director Thomas E. Lynch          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

PERRIGO COMPANY

Ticker:       PRGO           Security ID:  714290103
Meeting Date: OCT 26, 2011   Meeting Type: Annual
Record Date:  SEP 02, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gary K. Kunkle, Jr.      For       For          Management
1.2   Elect Director Herman Morris, Jr.       For       For          Management
1.3   Elect Director Ben-Zion Zilberfarb      For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Ratify Auditors                         For       For          Management


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

PETSMART, INC.

Ticker:       PETM           Security ID:  716768106
Meeting Date: JUN 13, 2012   Meeting Type: Annual
Record Date:  APR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Angel Cabrera            For       For          Management
2     Elect Director Rita V. Foley            For       For          Management
3     Elect Director Philip L. Francis        For       For          Management
4     Elect Director Rakesh Gangwal           For       For          Management
5     Elect Director Joseph S. Hardin, Jr.    For       For          Management
6     Elect Director Gregory P. Josefowicz    For       For          Management
7     Elect Director Amin I. Khalifa          For       For          Management
8     Elect Director Richard K. Lochridge     For       For          Management
9     Elect Director Robert F. Moran          For       For          Management
10    Elect Director Barbara A. Munder        For       For          Management
11    Elect Director Thomas G. Stemberg       For       For          Management
12    Ratify Auditors                         For       For          Management
13    Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

POLYPORE INTERNATIONAL, INC.

Ticker:       PPO            Security ID:  73179V103
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William Dries            For       For          Management
1.2   Elect Director Frederick C. Flynn, Jr.  For       For          Management
1.3   Elect Director Michael Chesser          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

PROASSURANCE CORPORATION

Ticker:       PRA            Security ID:  74267C106
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director M. James Gorrie          For       For          Management
1.2   Elect Director Anthony R. Tersigni      For       For          Management
1.3   Elect Director Frank A. Spinosa         For       For          Management
1.4   Elect Director Thomas A.S. Wilson Jr.   For       For          Management
1.5   Elect Director John J. McMahon Jr.      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Other Business                          For       Against      Management


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

RACKSPACE HOSTING, INC.

Ticker:       RAX            Security ID:  750086100
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director S. James Bishkin         For       For          Management
2     Elect Director Fred Reichheld           For       For          Management
3     Elect Director Mark P. Mellin           For       For          Management
4     Ratify Auditors                         For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management


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

RED HAT, INC.

Ticker:       RHT            Security ID:  756577102
Meeting Date: AUG 11, 2011   Meeting Type: Annual
Record Date:  JUN 15, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Sohaib Abbasi            For       For          Management
2     Elect Director Narendra K. Gupta        For       For          Management
3     Elect Director William S. Kaiser        For       For          Management
4     Elect Director James M. Whitehurst      For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
8     Approve Executive Incentive Bonus Plan  For       For          Management


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

ROBBINS & MYERS, INC.

Ticker:       RBN            Security ID:  770196103
Meeting Date: JAN 05, 2012   Meeting Type: Annual
Record Date:  NOV 16, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard J. Giromini      For       For          Management
1.2   Elect Director Stephen F. Kirk          For       For          Management
1.3   Elect Director Peter C. Wallace         For       For          Management
2     Amend Executive Incentive Bonus Plan    For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

ROPER INDUSTRIES, INC.

Ticker:       ROP            Security ID:  776696106
Meeting Date: JUN 04, 2012   Meeting Type: Annual
Record Date:  APR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert D. Johnson        For       For          Management
1.2   Elect Director Robert E. Knowling, Jr.  For       For          Management
1.3   Elect Director Wilbur J. Prezzano       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management


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

ROVI CORPORATION

Ticker:       ROVI           Security ID:  779376102
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Thomas Carson            For       For          Management
1.2   Elect Director Andrew K. Ludwick        For       For          Management
1.3   Elect Director Alan L. Earhart          For       For          Management
1.4   Elect Director James E. Meyer           For       For          Management
1.5   Elect Director James P. O'Shaughnessy   For       For          Management
1.6   Elect Director Ruthann Quindlen         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

SALIX PHARMACEUTICALS, LTD.

Ticker:       SLXP           Security ID:  795435106
Meeting Date: JUN 14, 2012   Meeting Type: Annual
Record Date:  APR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John F. Chappell         For       For          Management
1.2   Elect Director Thomas W. D'Alonzo       For       For          Management
1.3   Elect Director William P. Keane         For       For          Management
1.4   Elect Director Carolyn J. Logan         For       For          Management
1.5   Elect Director Mark A. Sirgo            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management


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

SALLY BEAUTY HOLDINGS, INC.

Ticker:       SBH            Security ID:  79546E104
Meeting Date: JAN 26, 2012   Meeting Type: Annual
Record Date:  NOV 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kenneth A. Giuriceo      For       For          Management
1.2   Elect Director Robert R. McMaster       For       For          Management
1.3   Elect Director Martha Miller            For       For          Management
2     Adopt the Jurisdiction of               For       Against      Management
      Incorporation as the Exclusive Forum
      for Certain Disputes
3     Ratify Auditors                         For       For          Management


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

SBA COMMUNICATIONS CORPORATION

Ticker:       SBAC           Security ID:  78388J106
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Brian C. Carr            For       For          Management
2     Elect Director George R. Krouse, Jr.    For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

SIGMA-ALDRICH CORPORATION

Ticker:       SIAL           Security ID:  826552101
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Rebecca M. Bergman       For       For          Management
2     Elect Director George M. Church, Ph.D.  For       For          Management
3     Elect Director W. Lee McCollum          For       For          Management
4     Elect Director Avi M. Nash              For       For          Management
5     Elect Director Steven M. Paul, M.D.     For       For          Management
6     Elect Director J. Pedro Reinhard        For       For          Management
7     Elect Director Rakesh Sachdev           For       For          Management
8     Elect Director D. Dean Spatz            For       For          Management
9     Elect Director Barrett A. Toan          For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

SIGNATURE BANK

Ticker:       SBNY           Security ID:  82669G104
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kathryn A. Byrne         For       For          Management
1.2   Elect Director Alfonse M. D'Amato       For       For          Management
1.3   Elect Director Jeffrey W. Meshel        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

SINA CORPORATION

Ticker:       SINA           Security ID:  G81477104
Meeting Date: NOV 04, 2011   Meeting Type: Annual
Record Date:  SEP 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Pehong Chen as Director           For       For          Management
2     Elect Lip-Bu Tan as Director            For       For          Management
3     Appoint PricewaterhouseCoopers Zhong    For       For          Management
      Tian CPAs Limited Company as Auditors
      and Authorize Board to Fix Their
      Remuneration


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

SKYWORKS SOLUTIONS, INC.

Ticker:       SWKS           Security ID:  83088M102
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David J. McLachlan       For       For          Management
1.2   Elect Director David J. Aldrich         For       For          Management
1.3   Elect Director Kevin L. Beebe           For       For          Management
1.4   Elect Director Moiz M. Beguwala         For       For          Management
1.5   Elect Director Timothy R. Furey         For       For          Management
1.6   Elect Director Balakrishnan S. Iyer     For       For          Management
1.7   Elect Director Thomas C. Leonard        For       For          Management
1.8   Elect Director David P. McGlade         For       For          Management
1.9   Elect Director Robert A. Schriesheim    For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

SOTHEBY'S

Ticker:       BID            Security ID:  835898107
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 14, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John M. Angelo           For       For          Management
2     Elect Director Michael Blakenham        For       For          Management
3     Elect Director Steven B. Dodge          For       For          Management
4     Elect Director The Duke Of Devonshire   For       For          Management
5     Elect Director Daniel Meyer             For       For          Management
6     Elect Director Allen Questrom           For       For          Management
7     Elect Director William F. Ruprecht      For       For          Management
8     Elect Director Marsha E. Simms          For       For          Management
9     Elect Director Michael I. Sovern        For       For          Management
10    Elect Director Robert S. Taubman        For       For          Management
11    Elect Director Diana L. Taylor          For       For          Management
12    Elect Director Dennis M. Weibling       For       For          Management
13    Ratify Auditors                         For       For          Management
14    Amend Executive Incentive Bonus Plan    For       For          Management
15    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
16    Adopt Policy on Succession Planning     Against   For          Shareholder
17    Pro-rata Vesting of Equity Awards       Against   For          Shareholder


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

STERICYCLE, INC.

Ticker:       SRCL           Security ID:  858912108
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mark C. Miller           For       For          Management
2     Elect Director Jack W. Schuler          For       For          Management
3     Elect Director Thomas D. Brown          For       For          Management
4     Elect Director Rod F. Dammeyer          For       For          Management
5     Elect Director William K. Hall          For       For          Management
6     Elect Director Jonathan T. Lord         For       For          Management
7     Elect Director John Patience            For       For          Management
8     Elect Director James W.p. Reid-Anderson For       For          Management
9     Elect Director Ronald G. Spaeth         For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Stock Retention/Holding Period          Against   For          Shareholder


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

SUPERIOR ENERGY SERVICES, INC.

Ticker:       SPN            Security ID:  868157108
Meeting Date: FEB 07, 2012   Meeting Type: Special
Record Date:  DEC 12, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Issue Shares in Connection with         For       For          Management
      Acquisition
2     Increase Authorized Common Stock        For       For          Management
3     Adjourn Meeting                         For       For          Management


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

SXC HEALTH SOLUTIONS CORP.

Ticker:       SXCI           Security ID:  78505P100
Meeting Date: MAY 16, 2012   Meeting Type: Annual/Special
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mark A. Thierer          For       For          Management
1.2   Elect Director Steven D. Cosler         For       For          Management
1.3   Elect Director Peter J. Bensen          For       For          Management
1.4   Elect Director William J. Davis         For       For          Management
1.5   Elect Director Philip R. Reddon         For       For          Management
1.6   Elect Director Curtis J. Thorne         For       For          Management
1.7   Elect Director Anthony Masso            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve KPMG US as Auditors and         For       For          Management
      Authorize Board to Fix Their
      Remuneration


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

TEMPUR-PEDIC INTERNATIONAL INC.

Ticker:       TPX            Security ID:  88023U101
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  MAR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Evelyn S. Dilsaver       For       For          Management
2     Elect Director Frank Doyle              For       For          Management
3     Elect Director John A. Heil             For       For          Management
4     Elect Director Peter K. Hoffman         For       For          Management
5     Elect Director Sir Paul Judge           For       For          Management
6     Elect Director Nancy F. Koehn           For       For          Management
7     Elect Director Christopher A. Masto     For       For          Management
8     Elect Director P. Andrews McLane        For       For          Management
9     Elect Director Mark Sarvary             For       For          Management
10    Elect Director Robert B. Trussell, Jr.  For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

TERADATA CORPORATION

Ticker:       TDC            Security ID:  88076W103
Meeting Date: APR 20, 2012   Meeting Type: Annual
Record Date:  FEB 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Michael F. Koehler       For       For          Management
2     Elect Director James M. Ringler         For       Against      Management
3     Elect Director John G. Schwarz          For       For          Management
4     Approve Omnibus Stock Plan              For       For          Management
5     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Declassify the Board of Directors       For       For          Management
8     Ratify Auditors                         For       For          Management


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

TERADYNE, INC.

Ticker:       TER            Security ID:  880770102
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director James W. Bagley          For       For          Management
2     Elect Director Michael A. Bradley       For       For          Management
3     Elect Director Albert Carnesale         For       For          Management
4     Elect Director Daniel W. Christman      For       For          Management
5     Elect Director Edwin J. Gillis          For       For          Management
6     Elect Director Timothy E. Guertin       For       For          Management
7     Elect Director Paul J. Tufano           For       For          Management
8     Elect Director Roy A. Vallee            For       For          Management
9     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
10    Ratify Auditors                         For       For          Management


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

THE COOPER COMPANIES, INC.

Ticker:       COO            Security ID:  216648402
Meeting Date: MAR 20, 2012   Meeting Type: Annual
Record Date:  JAN 25, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director A. Thomas Bender         For       For          Management
2     Elect Director Michael H. Kalkstein     For       For          Management
3     Elect Director Jody S. Lindell          For       For          Management
4     Elect Director Donald Press             For       For          Management
5     Elect Director Steven Rosenberg         For       For          Management
6     Elect Director Allan E. Rubenstein      For       For          Management
7     Elect Director Robert S. Weiss          For       For          Management
8     Elect Director Stanley Zinberg          For       For          Management
9     Ratify Auditors                         For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

THE ESTEE LAUDER COMPANIES INC.

Ticker:       EL             Security ID:  518439104
Meeting Date: NOV 11, 2011   Meeting Type: Annual
Record Date:  SEP 15, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Charlene Barshefsky      For       For          Management
1.2   Elect Director Wei Sun Christianson     For       For          Management
1.3   Elect Director Fabrizio Freda           For       For          Management
1.4   Elect Director Jane Lauder              For       For          Management
1.5   Elect Director Leonard A. Lauder        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Ratify Auditors                         For       For          Management


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

THE FRESH MARKET, INC.

Ticker:       TFM            Security ID:  35804H106
Meeting Date: AUG 18, 2011   Meeting Type: Annual
Record Date:  JUN 30, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard Noll             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

THE FRESH MARKET, INC.

Ticker:       TFM            Security ID:  35804H106
Meeting Date: JUN 06, 2012   Meeting Type: Annual
Record Date:  APR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Brett Berry              For       For          Management
1.2   Elect Director David Rea                For       For          Management
1.3   Elect Director Bob Sasser               For       For          Management
1.4   Elect Director Steven Tanger            For       For          Management
1.5   Elect Director Craig Carlock            For       For          Management
1.6   Elect Director Jane Thompson            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management


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

THE TIMKEN COMPANY

Ticker:       TKR            Security ID:  887389104
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  FEB 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Joseph W. Ralston        For       For          Management
1.2   Elect Director John P. Reilly           For       For          Management
1.3   Elect Director John M. Timken, Jr.      For       For          Management
1.4   Elect Director Jacqueline F. Woods      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

TIBCO SOFTWARE INC.

Ticker:       TIBX           Security ID:  88632Q103
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Vivek Y. Ranadive        For       For          Management
1.2   Elect Director Nanci E. Caldwell        For       For          Management
1.3   Elect Director Eric C.W. Dunn           For       For          Management
1.4   Elect Director Narendra K. Gupta        For       For          Management
1.5   Elect Director Peter J. Job             For       For          Management
1.6   Elect Director Philip K. Wood           For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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

TIFFANY & CO.

Ticker:       TIF            Security ID:  886547108
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Michael J. Kowalski      For       For          Management
2     Elect Director Rose Marie Bravo         For       For          Management
3     Elect Director Gary E. Costley          For       For          Management
4     Elect Director Lawrence K. Fish         For       For          Management
5     Elect Director Abby F. Kohnstamm        For       For          Management
6     Elect Director Charles K. Marquis       For       For          Management
7     Elect Director Peter W. May             For       For          Management
8     Elect Director William A. Shutzer       For       For          Management
9     Elect Director Robert S. Singer         For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

TIM HORTONS INC.

Ticker:       THI            Security ID:  88706M103
Meeting Date: MAY 10, 2012   Meeting Type: Annual/Special
Record Date:  MAR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director M. Shan Atkins           For       For          Management
1.2   Elect Director Michael J. Endres        For       For          Management
1.3   Elect Director Moya M. Greene           For       For          Management
1.4   Elect Director Paul D. House            For       For          Management
1.5   Elect Director Frank Iacobucci          For       For          Management
1.6   Elect Director John A. Lederer          For       For          Management
1.7   Elect Director David H. Lees            For       For          Management
1.8   Elect Director Ronald W. Osborne        For       For          Management
1.9   Elect Director Wayne C. Sales           For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Approve Shareholder Rights Plan         For       For          Management
4     Approve 2012 Stock Incentive Plan       For       For          Management
5     Animal Welfare                          Against   Against      Shareholder


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

TRACTOR SUPPLY COMPANY

Ticker:       TSCO           Security ID:  892356106
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James F. Wright          For       For          Management
1.2   Elect Director Johnston C. Adams        For       For          Management
1.3   Elect Director Peter D. Bewley          For       For          Management
1.4   Elect Director Jack C. Bingleman        For       For          Management
1.5   Elect Director Richard W. Frost         For       For          Management
1.6   Elect Director Cynthia T. Jamison       For       For          Management
1.7   Elect Director George MacKenzie         For       For          Management
1.8   Elect Director Edna K. Morris           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

TRANSDIGM GROUP INCORPORATED

Ticker:       TDG            Security ID:  893641100
Meeting Date: FEB 23, 2012   Meeting Type: Annual
Record Date:  JAN 03, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director W. Nicholas Howley       For       For          Management
1.2   Elect Director William Dries            For       For          Management
1.3   Elect Director Robert Small             For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

ULTA SALON, COSMETICS & FRAGRANCE, INC.

Ticker:       ULTA           Security ID:  90384S303
Meeting Date: MAY 31, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert F. DiRomualdo     For       For          Management
1.2   Elect Director Catherine A. Halligan    For       For          Management
1.3   Elect Director Lorna E. Nagler          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

UNDER ARMOUR, INC.

Ticker:       UA             Security ID:  904311107
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  FEB 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kevin A. Plank           For       For          Management
1.2   Elect Director Byron K. Adams, Jr.      For       For          Management
1.3   Elect Director Douglas E. Coltharp      For       For          Management
1.4   Elect Director Anthony W. Deering       For       For          Management
1.5   Elect Director A.B. Krongard            For       For          Management
1.6   Elect Director William R. McDermott     For       For          Management
1.7   Elect Director Harvey L. Sanders        For       For          Management
1.8   Elect Director Thomas J. Sippel         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management


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

UNITED RENTALS, INC.

Ticker:       URI            Security ID:  911363109
Meeting Date: APR 27, 2012   Meeting Type: Special
Record Date:  MAR 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Merger Agreement                For       For          Management
2     Issue Shares in Connection with         For       For          Management
      Acquisition
3     Adjourn Meeting                         For       For          Management


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

UNITED RENTALS, INC.

Ticker:       URI            Security ID:  911363109
Meeting Date: JUN 08, 2012   Meeting Type: Annual
Record Date:  MAY 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Jenne K. Britell         For       For          Management
2     Elect Director Jose B. Alvarez          For       For          Management
3     Elect Director Bobby J. Griffin         For       For          Management
4     Elect Director Michael J. Kneeland      For       For          Management
5     Elect Director Pierre E. Leroy          For       For          Management
6     Elect Director Singleton B. McAllister  For       For          Management
7     Elect Director Brian D. McAuley         For       For          Management
8     Elect Director John S. McKinney         For       For          Management
9     Elect Director James H. Ozanne          For       For          Management
10    Elect Director Jason D. Papastavrou     For       For          Management
11    Elect Director Filippo Passerini        For       For          Management
12    Elect Director Donald C. Roof           For       For          Management
13    Elect Director Keith Wimbush            For       For          Management
14    Amend Omnibus Stock Plan                For       For          Management
15    Ratify Auditors                         For       For          Management
16    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
17    Repeal Exclusive Venue Provision        Against   For          Shareholder


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

WASTE CONNECTIONS, INC.

Ticker:       WCN            Security ID:  941053100
Meeting Date: MAY 18, 2012   Meeting Type: Annual
Record Date:  MAR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Michael W. Harlan        For       For          Management
2     Elect Director William J. Razzouk       For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Reduce Supermajority Vote Requirement   Against   For          Shareholder
6     Require Independent Board Chairman      Against   For          Shareholder


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

WATSON PHARMACEUTICALS, INC.

Ticker:       WPI            Security ID:  942683103
Meeting Date: MAY 11, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Jack Michelson           For       For          Management
2     Elect Director Ronald R. Taylor         For       For          Management
3     Elect Director Andrew L. Turner         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Approve Executive Incentive Bonus Plan  For       For          Management
6     Ratify Auditors                         For       For          Management


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

WELLCARE HEALTH PLANS, INC.

Ticker:       WCG            Security ID:  94946T106
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Charles G. Berg          For       For          Management
2     Elect Director Carol J. Burt            For       For          Management
3     Elect Director Alec Cunningham          For       For          Management
4     Elect Director David J. Gallitano       For       For          Management
5     Elect Director D. Robert Graham         For       For          Management
6     Elect Director Kevin F. Hickey          For       For          Management
7     Elect Director Christian P. Michalik    For       For          Management
8     Elect Director Glenn D. Steele, Jr.     For       For          Management
9     Elect Director William L. Trubeck       For       For          Management
10    Elect Director Paul E. Weaver           For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Report on Political Contributions       Against   For          Shareholder


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

WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

Ticker:       WAB            Security ID:  929740108
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Brian P. Hehir           For       For          Management
1.2   Elect Director Michael W. D. Howell     For       For          Management
1.3   Elect Director Nickolas W. Vande Steeg  For       For          Management
1.4   Elect Director Gary C. Valade           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

WESTLAKE CHEMICAL CORPORATION

Ticker:       WLK            Security ID:  960413102
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  APR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James Chao               For       Withhold     Management
1.2   Elect Director H. John Riley, Jr.       For       For          Management
2     Ratify Auditors                         For       For          Management


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

WHOLE FOODS MARKET, INC.

Ticker:       WFM            Security ID:  966837106
Meeting Date: MAR 09, 2012   Meeting Type: Annual
Record Date:  JAN 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John Elstrott            For       For          Management
1.2   Elect Director Gabrielle Greene         For       For          Management
1.3   Elect Director Shahid (Hass) Hassan     For       For          Management
1.4   Elect Director Stephanie Kugelman       For       For          Management
1.5   Elect Director John Mackey              For       For          Management
1.6   Elect Director Walter Robb              For       For          Management
1.7   Elect Director Jonathan Seiffer         For       For          Management
1.8   Elect Director Morris (Mo) Siegel       For       For          Management
1.9   Elect Director Jonathan Sokoloff        For       For          Management
1.10  Elect Director Ralph Sorenson           For       For          Management
1.11  Elect Director W. (Kip) Tindell, III    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Increase Authorized Common Stock        For       For          Management
5     Amend Articles/Bylaws/Charter --        Against   For          Shareholder
      Removal of Directors
6     Require Independent Board Chairman      Against   For          Shareholder


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XILINX, INC.

Ticker:       XLNX           Security ID:  983919101
Meeting Date: AUG 10, 2011   Meeting Type: Annual
Record Date:  JUN 13, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Philip T. Gianos         For       For          Management
2     Elect Director Moshe N. Gavrielov       For       For          Management
3     Elect Director John L. Doyle            For       For          Management
4     Elect Director Jerald G. Fishman        For       For          Management
5     Elect Director William G. Howard, Jr.   For       For          Management
6     Elect Director J. Michael Patterson     For       For          Management
7     Elect Director Albert A. Pimentel       For       For          Management
8     Elect Director Marshall C. Turner       For       For          Management
9     Elect Director Elizabeth W. Vanderslice For       For          Management
10    Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
11    Amend Omnibus Stock Plan                For       For          Management
12    Amend Omnibus Stock Plan                For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
15    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:	Oppenheimer Small- & Mid-Cap Growth Fund
By:	William F. Glavin, Jr.*
	William F. Glavin, Jr., President and Principal Executive Officer
Date:	August 28, 2012

*By:	/s/ Randy Legg
	Randy Legg, Attorney in Fact