-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FeQxvPCREwGa8DZjBSscrpBs0J5sHLNIS9eQkip1KxfMSffn1CJ6y0TTcMAExIi5 gxcXLidURujPykB2UhKqzQ== 0000950123-09-037741.txt : 20090825 0000950123-09-037741.hdr.sgml : 20090825 20090825095413 ACCESSION NUMBER: 0000950123-09-037741 CONFORMED SUBMISSION TYPE: N-PX PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090630 FILED AS OF DATE: 20090825 DATE AS OF CHANGE: 20090825 EFFECTIVENESS DATE: 20090825 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BB&T Variable Insurance Funds CENTRAL INDEX KEY: 0001311261 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FILING VALUES: FORM TYPE: N-PX SEC ACT: 1940 Act SEC FILE NUMBER: 811-21682 FILM NUMBER: 091032865 BUSINESS ADDRESS: STREET 1: 434 FAYETTEVILLE STREET MALL CITY: RALEIGH STATE: NC ZIP: 27601 BUSINESS PHONE: 800-228-1872 MAIL ADDRESS: STREET 1: 434 FAYETTEVILLE STREET MALL STREET 2: 5TH FLOOR CITY: RALEIGH STATE: NC ZIP: 27601 0001311261 S000012130 BB&T LARGE CAP VARIABLE INSURANCE FUND C000033085 BB&T LARGE CAP VARIABLE INSURANCE FUND 0001311261 S000012131 BB&T CAPITAL MANAGER EQUITY VARIABLE INSURANCE FUND C000033086 BB&T CAPITAL MANAGER EQUITY VARIABLE INSURANCE FUND 0001311261 S000012132 BB&T MID CAP GROWTH VARIABLE INSURANCE FUND C000033087 BB&T MID CAP GROWTH VARIABLE INSURANCE FUND 0001311261 S000012134 BB&T SPECIAL OPPORTUNITIES EQUITY VARIABLE INSURANCE FUND C000033089 BB&T SPECIAL OPPORTUNITIES EQUITY VARIABLE INSURANCE FUND 0001311261 S000012135 BB&T TOTAL RETURN BOND VARIABLE INSURANCE FUND C000033090 BB&T TOTAL RETURN BOND VARIABLE INSURANCE FUND N-PX 1 l37408nvpx.txt FORM N-PX UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-21682 --------- BB&T Variable Insurance Funds -------------------------------------------------- (Exact name of registrant as specified in charter) 434 Fayetteville Street Mall, 5th Floor Raleigh, NC 27601-0575 --------------------------------------------------- (Address of principal executive offices) (Zip code) E.G. Purcell, III, President BB&T Variable Insurance Funds 434 Fayetteville Street Mall, 5th Floor Raleigh, NC 27601-0575 --------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: 800-228-1872 ------------ Date of fiscal year end: December 31 ----------- Date of reporting period: July 1, 2008 - June 30, 2009 ---------------------------- Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (Sections 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507. PROXY VOTING RECORD FOR PERIOD JULY 1, 2008 TO JUNE 30, 2009 ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-21682 Reporting Period: 07/01/2008 - 06/30/2009 BB&T Variable Insurance Funds ======================= BB&T CAPITAL MANAGER EQUITY VIF ======================== There is no proxy voting activity for the fund, as the fund did not hold any votable positions during the reporting period. ============================== BB&T LARGE CAP VIF ============================== BERKSHIRE HATHAWAY INC. Ticker: BRK.A Security ID: 084670207 Meeting Date: MAY 2, 2009 Meeting Type: Annual Record Date: MAR 4, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Warren E. Buffett For For Management 1.2 Elect Director Charles T. Munger For For Management 1.3 Elect Director Howard G. Buffett For For Management 1.4 Elect Director Susan L. Decker For For Management 1.5 Elect Director William H. Gates III For For Management 1.6 Elect Director David S. Gottesman For For Management 1.7 Elect Director Charlotte Guyman For For Management 1.8 Elect Director Donald R. Keough For For Management 1.9 Elect Director Thomas S. Murphy For For Management 1.10 Elect Director Ronald L. Olson For For Management 1.11 Elect Director Walter Scott, Jr. For For Management 2 Prepare Sustainability Report Against For Shareholder - -------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R102 Meeting Date: NOV 13, 2008 Meeting Type: Annual Record Date: SEP 15, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Carol A. Bartz For For Management 2 Elect Director M. Michele Burns For For Management 3 Elect Director Michael D. Capellas For For Management 4 Elect Director Larry R. Carter For For Management 5 Elect Director John T. Chambers For For Management 6 Elect Director Brian L. Halla For For Management 7 Elect Director John L. Hennessy For For Management 8 Elect Director Richard M. Kovacevich For For Management 9 Elect Director Roderick C. McGeary For For Management 10 Elect Director Michael K. Powell For For Management 11 Elect Director Steven M. West For For Management 12 Elect Director Jerry Yang For Against Management 13 Ratify Auditors For For Management 14 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Human Rights 15 Report on Internet Fragmentation Against For Shareholder - -------------------------------------------------------------------------------- CLOROX COMPANY, THE Ticker: CLX Security ID: 189054109 Meeting Date: NOV 19, 2008 Meeting Type: Annual Record Date: SEP 22, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Daniel Boggan, Jr. For For Management 2 Elect Director Richard H. Carmona For For Management 3 Elect Director Tully M. Friedman For For Management 4 Elect Director George J. Harad For For Management 5 Elect Director Donald R. Knauss For For Management 6 Elect Director Robert W. Matschullat For For Management 7 Elect Director Gary G. Michael For For Management 8 Elect Director Edward A. Mueller For For Management 9 Elect Director Jan L. Murley For For Management 10 Elect Director Pamela Thomas-Graham For For Management 11 Elect Director Carolyn M. Ticknor For For Management 12 Ratify Auditors For For Management - -------------------------------------------------------------------------------- COMCAST CORP. Ticker: CMCSA Security ID: 20030N101 Meeting Date: MAY 13, 2009 Meeting Type: Annual Record Date: MAR 4, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director S. Decker Anstrom For Withhold Management 1.2 Elect Director Kenneth J. Bacon For For Management 1.3 Elect Director Sheldon M. Bonovitz For For Management 1.4 Elect Director Edward D. Breen For For Management 1.5 Elect Director Julian A. Brodsky For For Management 1.6 Elect Director Joseph J. Collins For Withhold Management 1.7 Elect Director J. Michael Cook For For Management 1.8 Elect Director Gerald L. Hassell For For Management 1.9 Elect Director Jeffrey A. Honickman For For Management 1.10 Elect Director Brian L. Roberts For For Management 1.11 Elect Director Ralph J. Roberts For For Management 1.12 Elect Director Dr. Judith Rodin For Withhold Management 1.13 Elect Director Michael I. Sovern For Withhold Management 2 Ratify Auditors For For Management 3 Amend Qualified Employee Stock Purchase For For Management Plan 4 Amend Restricted Stock Plan For For Management 5 Amend Stock Option Plan For For Management 6 Increase Disclosure of Executive Against Against Shareholder Compensation 7 Seek Shareholder Approval on Certain Against For Shareholder Future Death Benefit Arrangements 8 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 9 Adopt a Recapitalization Plan Against For Shareholder - -------------------------------------------------------------------------------- CONOCOPHILLIPS Ticker: COP Security ID: 20825C104 Meeting Date: MAY 13, 2009 Meeting Type: Annual Record Date: MAR 16, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard L. Armitage For For Management 1.2 Elect Director Richard H. Auchinleck For For Management 1.3 Elect Director James E. Copeland, Jr. For For Management 1.4 Elect Director Kenneth M. Duberstein For For Management 1.5 Elect Director Ruth R. Harkin For For Management 1.6 Elect Director Harold W. McGraw III For For Management 1.7 Elect Director James J. Mulva For For Management 1.8 Elect Director Harald J. Norvik For For Management 1.9 Elect Director William K. Reilly For For Management 1.10 Elect Director Bobby S. Shackouls For For Management 1.11 Elect Director Victoria J. Tschinkel For For Management 1.12 Elect Director Kathryn C. Turner For For Management 1.13 Elect Director William E. Wade, Jr. For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Adopt Principles for Health Care Reform Against Against Shareholder 5 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 6 Report on Political Contributions Against For Shareholder 7 Adopt Quantitative GHG Goals for Against For Shareholder Products and Operations 8 Report on Environmental Impact of Oil Against For Shareholder Sands Operations in Canada 9 Require Director Nominee Qualifications Against Against Shareholder - -------------------------------------------------------------------------------- COSTCO WHOLESALE CORPORATION Ticker: COST Security ID: 22160K105 Meeting Date: JAN 28, 2009 Meeting Type: Annual Record Date: NOV 21, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James D. Sinegal For For Management 1.2 Elect Director Jeffrey H. Brotman For For Management 1.3 Elect Director Richard A. Galanti For For Management 1.4 Elect Director Daniel J. Evans For For Management 1.5 Elect Director Jeffrey S. Raikes For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- DELL INC. Ticker: DELL Security ID: 24702R101 Meeting Date: JUL 18, 2008 Meeting Type: Annual Record Date: MAY 23, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Donald J. Carty For For Management 1.2 Elect Director Michael S. Dell For For Management 1.3 Elect Director William H. Gray, III For For Management 1.4 Elect Director Sallie L. Krawcheck For For Management 1.5 Elect Director Alan (A.G.) Lafley For For Management 1.6 Elect Director Judy C. Lewent For For Management 1.7 Elect Director Thomas W. Luce, III For For Management 1.8 Elect Director Klaus S. Luft For For Management 1.9 Elect Director Alex J. Mandl For For Management 1.10 Elect Director Michael A. Miles For For Management 1.11 Elect Director Samuel A. Nunn, Jr. For For Management 2 Ratify Auditors For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Reimburse Proxy Expenses Against For Shareholder 5 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- EBAY INC. Ticker: EBAY Security ID: 278642103 Meeting Date: APR 29, 2009 Meeting Type: Annual Record Date: MAR 4, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Marc L. Andreessen For For Management 1.2 Elect Director William C. Ford, Jr. For For Management 1.3 Elect Director Dawn G. Lepore For For Management 1.4 Elect Director Pierre M. Omidyar For For Management 1.5 Elect Director Richard T. Schlosberg, For For Management III 2 Approve Stock Option Exchange Program For For Management 3 Amend Omnibus Stock Plan For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ELI LILLY AND CO. Ticker: LLY Security ID: 532457108 Meeting Date: APR 20, 2009 Meeting Type: Annual Record Date: FEB 13, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Martin S. Feldstein For Withhold Management 1.2 Elect Director J. Erik Fyrwald For Withhold Management 1.3 Elect Director Ellen R. Marram For Withhold Management 1.4 Elect Director Douglas R. Oberhelman For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors For For Management 4 Amend Executive Incentive Bonus Plan For For Management 5 Reduce Supermajority Vote Requirement Against For Shareholder 6 Amend Vote Requirements to Amend Against For Shareholder Articles/Bylaws/Charter 7 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- EOG RESOURCES, INC. Ticker: EOG Security ID: 26875P101 Meeting Date: APR 29, 2009 Meeting Type: Annual Record Date: MAR 5, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director George A. Alcorn For For Management 1.2 Elect Director Charles R. Crisp For For Management 1.3 Elect Director James C. Day For For Management 1.4 Elect Director Mark G. Papa For For Management 1.5 Elect Director H. Leighton Steward For For Management 1.6 Elect Director Donald F. Textor For For Management 1.7 Elect Director Frank G. Wisner For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- EXXON MOBIL CORP. Ticker: XOM Security ID: 30231G102 Meeting Date: MAY 27, 2009 Meeting Type: Annual Record Date: APR 6, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director M.J. Boskin For For Management 1.2 Elect Director L.R. Faulkner For For Management 1.3 Elect Director K.C. Frazier For For Management 1.4 Elect Director .W. George For For Management 1.5 Elect Director R.C. King For For Management 1.6 Elect Director M.C. Nelson For For Management 1.7 Elect Director S.J. Palmisano For For Management 1.8 Elect Director S.S Reinemund For For Management 1.9 Elect Director R.W. Tillerson For For Management 1.10 Elect Director E.E. Whitacre, Jr. For For Management 2 Ratify Auditors For For Management 3 Provide for Cumulative Voting Against For Shareholder 4 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 5 Reincorporate in Another State [from Against Against Shareholder New Jersey to North Dakota] 6 Require Independent Board Chairman Against For Shareholder 7 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 8 Compare CEO Compensation to Average Against Against Shareholder U.S. per Capita Income 9 Review Anti-discrimination Policy on Against Against Shareholder Corporate Sponsorships and Executive Perks 10 Amend EEO Policy to Prohibit Against For Shareholder Discrimination based on Sexual Orientation and Gender Identity 11 Adopt Quantitative GHG Goals for Against For Shareholder Products and Operations 12 Report on Climate Change Impacts on Against Against Shareholder Emerging Countries 13 Adopt Policy to Increase Renewable Against For Shareholder Energy - -------------------------------------------------------------------------------- GENERAL ELECTRIC CO. Ticker: GE Security ID: 369604103 Meeting Date: APR 22, 2009 Meeting Type: Annual Record Date: FEB 23, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James I. Cash, Jr. For For Management 1.2 Elect Director William M. Castell For For Management 1.3 Elect Director Ann M. Fudge For For Management 1.4 Elect Director Susan Hockfield For For Management 1.5 Elect Director Jeffrey R. Immelt For For Management 1.6 Elect Director Andrea Jung For For Management 1.7 Elect Director Alan G. (A.G.) Lafley For Against Management 1.8 Elect Director Robert W. Lane For For Management 1.9 Elect Director Ralph S. Larsen For For Management 1.10 Elect Director Rochelle B. Lazarus For For Management 1.11 Elect Director James J. Mulva For For Management 1.12 Elect Director Sam Nunn For For Management 1.13 Elect Director Roger S. Penske For Against Management 1.14 Elect Director Robert J. Swieringa For For Management 1.15 Elect Director Douglas A. Warner III For For Management 2 Ratify Auditors For For Management 3 Provide for Cumulative Voting Against For Shareholder 4 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 5 Evaluate the Potential Conversion of Against Against Shareholder the Corporation's Business Units into Four or More Public Corporations and Distribute New Shares 6 Adopt Policy to Cease the Payments of Against For Shareholder Dividends or Equivalent Payments to Senior Executives for Shares Not Owned 7 Submit Severance Agreement (Change in Against For Shareholder Control) to shareholder Vote - -------------------------------------------------------------------------------- GOOGLE INC Ticker: GOOG Security ID: 38259P508 Meeting Date: MAY 7, 2009 Meeting Type: Annual Record Date: MAR 10, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Eric Schmidt For Withhold Management 1.2 Elect Director Sergey Brin For Withhold Management 1.3 Elect Director Larry Page For Withhold Management 1.4 Elect Director L. John Doerr For Withhold Management 1.5 Elect Director John L. Hennessy For Withhold Management 1.6 Elect Director Arthur D. Levinson For Withhold Management 1.7 Elect Director Ann Mather For Withhold Management 1.8 Elect Director Paul S. Otellini For Withhold Management 1.9 Elect Director K. Ram Shriram For Withhold Management 1.10 Elect Director Shirley M. Tilghman For Withhold Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For Against Management 4 Report on Political Contributions For For Shareholder 5 Adopt Policies to Protect Freedom of Against Against Shareholder Access to the Internet 6 Adopt Principles for Health Care Reform Against Against Shareholder - -------------------------------------------------------------------------------- INTEL CORPORATION Ticker: INTC Security ID: 458140100 Meeting Date: MAY 20, 2009 Meeting Type: Annual Record Date: MAR 23, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Charlene Barshefsky For For Management 2 Elect Director Susan L. Decker For For Management 3 Elect Director John J. Donahoe For For Management 4 Elect Director Reed E. Hundt For For Management 5 Elect Director Paul S. Otellini For For Management 6 Elect Director James D. Plummer For For Management 7 Elect Director David S. Pottruck For For Management 8 Elect Director Jane E. Shaw For For Management 9 Elect Director John L. Thornton For For Management 10 Elect Director Frank D. Yeary For For Management 11 Elect Director David B. Yoffie For For Management 12 Ratify Auditors For For Management 13 Amend Omnibus Stock Plan For For Management 14 Approve Stock Option Exchange Program For For Management 15 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 16 Provide for Cumulative Voting Against For Shareholder 17 Adopt Policy on Human Rights to Water Against Against Shareholder - -------------------------------------------------------------------------------- JOHNSON & JOHNSON Ticker: JNJ Security ID: 478160104 Meeting Date: APR 23, 2009 Meeting Type: Annual Record Date: FEB 24, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mary Sue Coleman For For Management 1.2 Elect Director James G. Cullen For For Management 1.3 Elect Director Michael M.E. Johns For For Management 1.4 Elect Director Arnold G. Langbo For For Management 1.5 Elect Director Susan L. Lindquist For For Management 1.6 Elect Director Leo F. Mullin For For Management 1.7 Elect Director Wiliam D. Perez For For Management 1.8 Elect Director Charles Prince For For Management 1.9 Elect Director David Satcher For For Management 1.10 Elect Director William C. Weldon For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- JPMORGAN CHASE & CO. Ticker: JPM Security ID: 46625H100 Meeting Date: MAY 19, 2009 Meeting Type: Annual Record Date: MAR 20, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Crandall C. Bowles For For Management 1.2 Elect Director Stephen B. Burke For For Management 1.3 Elect Director David M. Cote For For Management 1.4 Elect Director James S. Crown For For Management 1.5 Elect Director James Dimon For For Management 1.6 Elect Director Ellen V. Futter For For Management 1.7 Elect Director William H. Gray, III For For Management 1.8 Elect Director Laban P. Jackson, Jr. For For Management 1.9 Elect Director David C. Novak For For Management 1.10 Elect Director Lee R. Raymond For For Management 1.11 Elect Director William C. Weldon For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Disclose Prior Government Service Against Against Shareholder 5 Provide for Cumulative Voting Against For Shareholder 6 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 7 Report on Predatory Lending Policies Against Against Shareholder 8 Amend Key Executive Performance Plan Against For Shareholder 9 Stock Retention/Holding Period Against For Shareholder 10 Prepare Carbon Principles Report Against Against Shareholder - -------------------------------------------------------------------------------- KB HOME Ticker: KBH Security ID: 48666K109 Meeting Date: APR 2, 2009 Meeting Type: Annual Record Date: FEB 14, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephen F. Bollenbach For For Management 1.2 Elect Director Timothy W. Finchem For For Management 1.3 Elect Director Kenneth M. Jastrow, II For For Management 1.4 Elect Director Robert L. Johnson For For Management 1.5 Elect Director Melissa Lora For For Management 1.6 Elect Director Michael G. McCaffery For For Management 1.7 Elect Director Jeffrey T. Mezger For For Management 2 Ratify Auditors For For Management 3 Approve Stock Ownership Limitations For For Management 4 Approve Shareholder Rights Plan (Poison For For Management Pill) 5 Approve Executive Incentive Bonus Plan For For Management 6 Pay For Superior Performance Against For Shareholder 7 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 8 Adopt Principles for Health Care Reform Against Against Shareholder - -------------------------------------------------------------------------------- KRAFT FOODS INC Ticker: KFT Security ID: 50075N104 Meeting Date: MAY 20, 2009 Meeting Type: Annual Record Date: MAR 12, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ajay Banga For Against Management 1.2 Elect Director Myra M. Hart For For Management 1.3 Elect Director Lois D. Juliber For For Management 1.4 Elect Director Mark D. Ketchum For For Management 1.5 Elect Director Richard A. Lerner For For Management 1.6 Elect Director John C. Pope For For Management 1.7 Elect Director Fredric G. Reynolds For For Management 1.8 Elect Director Irene B. Rosenfeld For For Management 1.9 Elect Director Deborah C. Wright For For Management 1.10 Elect Director Frank G. Zarb For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings - -------------------------------------------------------------------------------- KROGER CO., THE Ticker: KR Security ID: 501044101 Meeting Date: JUN 25, 2009 Meeting Type: Annual Record Date: APR 27, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Reuben V. Anderson For For Management 2 Elect Director Robert D. Beyer For For Management 3 Elect Director David B. Dillon For For Management 4 Elect Director Susan J. Kropf For For Management 5 Elect Director John T. Lamacchia For For Management 6 Elect Director David B. Lewis For For Management 7 Elect Director Don W. Mcgeorge For For Management 8 Elect Director W. Rodney Mcmullen For For Management 9 Elect Director Jorge P. Montoya For For Management 10 Elect Director Clyde R. Moore For For Management 11 Elect Director Susan M. Phillips For For Management 12 Elect Director Steven R. Rogel For For Management 13 Elect Director James A. Runde For For Management 14 Elect Director Ronald L. Sargent For For Management 15 Elect Director Bobby S. Shackouls For For Management 16 Ratify Auditors For For Management 17 Increase Purchasing of Cage Free Eggs Against Against Shareholder 18 Require a Majority Vote for the Against For Shareholder Election of Directors - -------------------------------------------------------------------------------- LOEWS CORP. Ticker: L Security ID: 540424108 Meeting Date: MAY 12, 2009 Meeting Type: Annual Record Date: MAR 16, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director A.E. Berman For For Management 2 Elect Director J.L. Bower For For Management 3 Elect Director C.M. Diker For For Management 4 Elect Director P.J. Fribourg For For Management 5 Elect Director W.L. Harris For Against Management 6 Elect Director P.A. Laskawy For For Management 7 Elect Director K. Miller For For Management 8 Elect Director G.R. Scott For For Management 9 Elect Director A.H. Tisch For For Management 10 Elect Director J.S. Tisch For For Management 11 Elect Director J.M. Tisch For For Management 12 Ratify Auditors For For Management 13 Amend Articles to Simplify and Update For For Management Charter 14 Provide for Cumulative Voting Against For Shareholder - -------------------------------------------------------------------------------- MCDONALD'S CORP. Ticker: MCD Security ID: 580135101 Meeting Date: MAY 27, 2009 Meeting Type: Annual Record Date: MAR 30, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Robert A. Eckert For For Management 2 Elect Director Enrique Hernandez, Jr. For For Management 3 Elect Director Jeanne P. Jackson For For Management 4 Elect Director Andrew J. McKenna For For Management 5 Ratify Auditors For For Management 6 Amend Omnibus Stock Plan For For Management 7 Approve Executive Incentive Bonus Plan For For Management 8 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 9 Phase out Sales of Eggs from Battery Against Against Shareholder Cage Hens - -------------------------------------------------------------------------------- MEDCO HEALTH SOLUTIONS, INC. Ticker: MHS Security ID: 58405U102 Meeting Date: MAY 21, 2009 Meeting Type: Annual Record Date: MAR 26, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Charles M. Lillis, Ph.D. For For Management 2 Elect Director William L. Roper, M.D. For For Management 3 Elect Director David D. Stevens For For Management 4 Ratify Auditors For For Management 5 Approve Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- MEDTRONIC, INC. Ticker: MDT Security ID: 585055106 Meeting Date: AUG 21, 2008 Meeting Type: Annual Record Date: JUN 23, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Victor J. Dzau For For Management 1.2 Elect Director William A. Hawkins For For Management 1.3 Elect Director Shirley A. Jackson For For Management 1.4 Elect Director Denise M. O'Leary For For Management 1.5 Elect Director Jean-Pierre Rosso For For Management 1.6 Elect Director Jack W. Schuler For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- MERCK & CO., INC. Ticker: MRK Security ID: 589331107 Meeting Date: APR 28, 2009 Meeting Type: Annual Record Date: FEB 27, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Leslie A. Brun For For Management 2 Elect Director Thomas R. Cech For For Management 3 Elect Director Richard T. Clark For For Management 4 Elect Director Thomas H. Glocer For For Management 5 Elect Director Steven F. Goldstone For For Management 6 Elect Director William B. Harrison, Jr. For For Management 7 Elect Director Harry R. Jacobson For For Management 8 Elect Director William N. Kelley For For Management 9 Elect Director Rochelle B. Lazarus For For Management 10 Elect Director Carlos E. Represas For For Management 11 Elect Director Thomas E. Shenk For For Management 12 Elect Director Anne M. Tatlock For For Management 13 Elect Director Samuel O. Thier For For Management 14 Elect Director Wendell P. Weeks For For Management 15 Elect Director Peter C. Wendell For For Management 16 Ratify Auditors For For Management 17 Fix Number of Directors For For Management 18 Amend Bylaws-- Call Special Meetings Against For Shareholder 19 Require Independent Lead Director Against Against Shareholder 20 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- MICROSOFT CORP. Ticker: MSFT Security ID: 594918104 Meeting Date: NOV 19, 2008 Meeting Type: Annual Record Date: SEP 5, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Steven A. Ballmer For For Management 2 Elect Director James I. Cash, Jr. For For Management 3 Elect Director Dina Dublon For For Management 4 Elect Director William H. Gates, III For For Management 5 Elect Director Raymond V. Gilmartin For For Management 6 Elect Director Reed Hastings For For Management 7 Elect Director David F. Marquardt For For Management 8 Elect Director Charles H. Noski For For Management 9 Elect Director Helmut Panke For For Management 10 Approve Executive Incentive Bonus Plan For For Management 11 Amend Non-Employee Director Omnibus For For Management Stock Plan 12 Ratify Auditors For For Management 13 Adopt Policies to Protect Freedom of Against Against Shareholder Access to the Internet 14 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Human Rights 15 Report on Charitable Contributions Against Against Shareholder - -------------------------------------------------------------------------------- OCCIDENTAL PETROLEUM CORP. Ticker: OXY Security ID: 674599105 Meeting Date: MAY 1, 2009 Meeting Type: Annual Record Date: MAR 11, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Spencer Abraham For Against Management 1.2 Elect Director Ronald W. Burkle For Against Management 1.3 Elect Director John S. Chalsty For Against Management 1.4 Elect Director Edward P. Djerejian For Against Management 1.5 Elect Director John E. Feick For Against Management 1.6 Elect Director Ray R. Irani For Against Management 1.7 Elect Director Irvin W. Maloney For Against Management 1.8 Elect Director Avedick B. Poladian For Against Management 1.9 Elect Director Rodolfo Segovia For Against Management 1.10 Elect Director Aziz D. Syriani For Against Management 1.11 Elect Director Rosemary Tomich For Against Management 1.12 Elect Director Walter L. Weisman For Against Management 2 Ratify Auditors For For Management 3 Provide Right to Call Special Meeting For For Management 4 Report on Host Country Social and Against Against Shareholder Environmental Laws - -------------------------------------------------------------------------------- PFIZER INC. Ticker: PFE Security ID: 717081103 Meeting Date: APR 23, 2009 Meeting Type: Annual Record Date: FEB 24, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dennis A. Ausiello For For Management 1.2 Elect Director Michael S. Brown For For Management 1.3 Elect Director M. Anthony Burns For For Management 1.4 Elect Director Robert N. Burt For For Management 1.5 Elect Director W. Don Cornwell For For Management 1.6 Elect Director William H. Gray, III For For Management 1.7 Elect Director Constance J. Horner For For Management 1.8 Elect Director James M. Kilts For For Management 1.9 Elect Director Jeffrey B. Kindler For For Management 1.10 Elect Director George A. Lorch For For Management 1.11 Elect Director Dana G. Mead For For Management 1.12 Elect Director Suzanne Nora Johnson For For Management 1.13 Elect Director Stephen W. Sanger For For Management 1.14 Elect Director William C. Steere, Jr. For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Limit/Prohibit Executive Stock-Based Against Against Shareholder Awards 5 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 6 Provide for Cumulative Voting Against For Shareholder 7 Amend Bylaws -- Call Special Meetings Against For Shareholder - -------------------------------------------------------------------------------- PROCTER & GAMBLE COMPANY, THE Ticker: PG Security ID: 742718109 Meeting Date: OCT 14, 2008 Meeting Type: Annual Record Date: AUG 15, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kenneth I. Chenault For For Management 1.2 Elect Director Scott D. Cook For For Management 1.3 Elect Director Rajat K. Gupta For For Management 1.4 Elect Director A.G. Lafley For For Management 1.5 Elect Director Charles R. Lee For For Management 1.6 Elect Director Lynn M. Martin For For Management 1.7 Elect Director W. James McNerney, Jr. For For Management 1.8 Elect Director Johnathan A. Rodgers For For Management 1.9 Elect Director Ralph Snyderman For For Management 1.10 Elect Director Margaret C. Whitman For For Management 1.11 Elect Director Patricia A. Woertz For For Management 1.12 Elect Director Ernesto Zedillo For For Management 2 Ratify Auditors For For Management 3 Adopt Majority Voting for Uncontested For For Management Election of Directors 4 Rotate Annual Meeting Location Against Against Shareholder 5 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- QUALCOMM INC Ticker: QCOM Security ID: 747525103 Meeting Date: MAR 3, 2009 Meeting Type: Annual Record Date: JAN 2, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Barbara T. Alexander For For Management 1.2 Elect Director Stephen M. Bennett For For Management 1.3 Elect Director Donald G. Cruickshank For For Management 1.4 Elect Director Raymond V. Dittamore For For Management 1.5 Elect Director Thomas W. Horton For For Management 1.6 Elect Director Irwin Mark Jacobs For For Management 1.7 Elect Director Paul E. Jacobs For For Management 1.8 Elect Director Robert E. Kahn For For Management 1.9 Elect Director Sherry Lansing For For Management 1.10 Elect Director Duane A. Nelles For For Management 1.11 Elect Director Marc I. Stern For For Management 1.12 Elect Director Brent Scowcroft For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- STARBUCKS CORP. Ticker: SBUX Security ID: 855244109 Meeting Date: MAR 18, 2009 Meeting Type: Annual Record Date: JAN 9, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Howard Schultz For For Management 2 Elect Director Barbara Bass For For Management 3 Elect Director William W. Bradley For For Management 4 Elect Director Mellody Hobson For For Management 5 Elect Director Kevin R. Johnson For For Management 6 Elect Director Olden Lee For For Management 7 Elect Director Sheryl Sandberg For For Management 8 Elect Director James G. Shennan, Jr. For For Management 9 Elect Director Javier G. Teruel For For Management 10 Elect Director Myron E. Ullman, III For For Management 11 Elect Director Craig E. Weatherup For For Management 12 Approve Stock Option Exchange Program For For Management 13 Ratify Auditors For For Management - -------------------------------------------------------------------------------- TARGET CORPORATION Ticker: TGT Security ID: 87612E106 Meeting Date: MAY 28, 2009 Meeting Type: Proxy Contest Record Date: MAR 30, 2009 # Proposal Mgt Rec Vote Cast Sponsor Management Proxy (White Card) 1 Fix Number of Directors at 12 For Did Not Vote Management 2 Elect Director Mary N. Dillon For Did Not Vote Management 3 Elect Director Richard M. Kovacevich For Did Not Vote Management 4 Elect Director George W. Tamke For Did Not Vote Management 5 Elect Director Solomon D. Trujillo For Did Not Vote Management 6 Ratify Auditors For Did Not Vote Management 7 Amend Omnibus Stock Plan For Did Not Vote Management 8 Advisory Vote to Ratify Named Executive Against Did Not Vote Shareholder Officers' Compensation # Proposal Diss Rec Vote Cast Sponsor Dissident Proxy (Gold Card) 1 Fix Number of Directors at 12 Against Against Management 2.1 Elect Director William A. Ackman For For Shareholder 2.2 Elect Director Michael L. Ashner For Withhold Shareholder 2.3 Elect Director James L. Donald For For Shareholder 2.4 Elect Director Richard W. Vague For Withhold Shareholder 3 Elect Director Ronald J. Gilson For Against Shareholder 4 Ratify Auditors For For Management 5 Amend Omnibus Stock Plan For For Management 6 Advisory Vote to Ratify Named Executive Abstain For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- TEREX CORP. Ticker: TEX Security ID: 880779103 Meeting Date: MAY 14, 2009 Meeting Type: Annual Record Date: MAR 17, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ronald M. DeFeo For For Management 1.2 Elect Director G. Chris Andersen For For Management 1.3 Elect Director Paula H. J. Cholmondeley For For Management 1.4 Elect Director Don DeFosset For For Management 1.5 Elect Director William H. Fike For For Management 1.6 Elect Director Thomas J. Hansen For For Management 1.7 Elect Director Donald P. Jacobs For For Management 1.8 Elect Director David A. Sachs For For Management 1.9 Elect Director Oren G. Shaffer For For Management 1.10 Elect Director David C. Wang For For Management 1.11 Elect Director Helge H. Wehmeier For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- TIFFANY & CO. Ticker: TIF Security ID: 886547108 Meeting Date: MAY 21, 2009 Meeting Type: Annual Record Date: MAR 23, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Kowalski For For Management 1.2 Elect Director Rose Marie Bravo For For Management 1.3 Elect Director Gary E. Costley For For Management 1.4 Elect Director Lawrence K. Fish For For Management 1.5 Elect Director Abby F. Kohnstamm For For Management 1.6 Elect Director Charles K. Marquis For For Management 1.7 Elect Director Peter W. May For For Management 1.8 Elect Director J. Thomas Presby For For Management 1.9 Elect Director William A. Shutzer For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- WAL-MART STORES, INC. Ticker: WMT Security ID: 931142103 Meeting Date: JUN 5, 2009 Meeting Type: Annual Record Date: APR 9, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Aida M. Alvarez For For Management 2 Elect Director James W. Breyer For For Management 3 Elect Director M. Michele Burns For For Management 4 Elect Director James I. Cash, Jr. For For Management 5 Elect Director Roger C. Corbett For For Management 6 Elect Director Douglas N. Daft For For Management 7 Elect Director Michael T. Duke For For Management 8 Elect Director Gregory B. Penner For For Management 9 Elect Director Allen I. Questrom For For Management 10 Elect Director H. Lee Scott, Jr. For For Management 11 Elect Director Arne M. Sorenson For For Management 12 Elect Director Jim C. Walton For For Management 13 Elect Director S. Robson Walton For For Management 14 Elect Director Christopher J. Williams For For Management 15 Elect Director Linda S. Wolf For For Management 16 Ratify Auditors For For Management 17 Amend EEO Policy to Prohibit Against For Shareholder Discrimination based on Sexual Orientation and Gender Identity 18 Pay For Superior Performance Against Against Shareholder 19 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 20 Report on Political Contributions Against For Shareholder 21 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 22 Stock Retention/Holding Period Against Against Shareholder - -------------------------------------------------------------------------------- WELLS FARGO AND COMPANY Ticker: WFC Security ID: 949746101 Meeting Date: APR 28, 2009 Meeting Type: Annual Record Date: FEB 27, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director John D. Baker II For For Management 2 Elect Director John S. Chen For Against Management 3 Elect Director Lloyd H. Dean For For Management 4 Elect Director Susan E. Engel For Against Management 5 Elect Director Enrique Hernandez, Jr. For For Management 6 Elect Director Donald M. James For Against Management 7 Elect Director Robert L. Joss For For Management 8 Elect Director Richard M. Kovacevich For For Management 9 Elect Director Richard D. McCormick For Against Management 10 Elect Director Mackey J. McDonald For Against Management 11 Elect Director Cynthia H. Milligan For Against Management 12 Elect Director Nicholas G. Moore For For Management 13 Elect Director Philip J. Quigley For Against Management 14 Elect Director Donald B. Rice For Against Management 15 Elect Director Judith M. Runstad For For Management 16 Elect Director Stephen W. Sanger For Against Management 17 Elect Director Robert K. Steel For For Management 18 Elect Director John G. Stumpf For For Management 19 Elect Director Susan G. Swenson For For Management 20 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 21 Ratify Auditors For For Management 22 Amend Omnibus Stock Plan For Against Management 23 Require Independent Board Chairman Against For Shareholder 24 Report on Political Contributions Against For Shareholder - -------------------------------------------------------------------------------- YAHOO!, INC. Ticker: YHOO Security ID: 984332106 Meeting Date: AUG 1, 2008 Meeting Type: Proxy Contest Record Date: JUN 3, 2008 # Proposal Mgt Rec Vote Cast Sponsor Management Proxy (White Card) 1.1 Elect Director Roy J. Bostock For For Management 1.2 Elect Director Ronald W. Burkle For For Management 1.3 Elect Director Eric Hippeau For For Management 1.4 Elect Director Vyomesh Joshi For For Management 1.5 Elect Director Arthur H. Kern For For Management 1.6 Elect Director Robert A. Kotick For For Management 1.7 Elect Director Mary Agnes Wilderotter For For Management 1.8 Elect Director Gary L. Wilson For For Management 1.9 Elect Director Jerry Yang For For Management 2 Ratify Auditors For For Management 3 Pay For Superior Performance Against For Shareholder 4 Adopt Policies to Protect Freedom of Against Against Shareholder Access to the Internet 5 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Human Rights # Proposal Diss Rec Vote Cast Sponsor Dissident Proxy (Gold Card) 1.1 Elect Director Lucian A. Bebchuk For Did Not Vote Shareholder 1.2 Elect Director Frank J. Biondi, Jr. For Did Not Vote Shareholder 1.3 Elect Director John H. Chapple For Did Not Vote Shareholder 1.4 Elect Director Mark Cuban For Did Not Vote Shareholder 1.5 Elect Director Adam Dell For Did Not Vote Shareholder 1.6 Elect Director Carl C. Icahn For Did Not Vote Shareholder 1.7 Elect Director Keith A, Meister For Did Not Vote Shareholder 1.8 Elect Director Edward H. Meyer For Did Not Vote Shareholder 1.9 Elect Director Brian S. Posner For Did Not Vote Shareholder 2 Ratify Auditors For Did Not Vote Management 3 Pay For Superior Performance For Did Not Vote Shareholder 4 Adopt Policies to Protect Freedom of Against Did Not Vote Shareholder Access to the Internet 5 Amend Bylaws to Establish a Board Against Did Not Vote Shareholder Committee on Human Rights =========================== BB&T MID CAP GROWTH VIF ============================ ACTIVISION BLIZZARD, INC. Ticker: ATVI Security ID: 00507V109 Meeting Date: JUN 5, 2009 Meeting Type: Annual Record Date: APR 7, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Philippe G. H. Capron For Withhold Management 1.2 Elect Director Robert J. Corti For For Management 1.3 Elect Director Frederic R. Crepin For Withhold Management 1.4 Elect Director Brian G. Kelly For Withhold Management 1.5 Elect Director Robert A. Kotick For Withhold Management 1.6 Elect Director Jean-bernard Levy For Withhold Management 1.7 Elect Director Robert J. Morgado For For Management 1.8 Elect Director Douglas P. Morris For Withhold Management 1.9 Elect Director Stephane Roussel For Withhold Management 1.10 Elect Director Richard Sarnoff For For Management 1.11 Elect Director Regis Turrini For Withhold Management 2 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- ALEXION PHARMACEUTICALS, INC. Ticker: ALXN Security ID: 015351109 Meeting Date: MAY 13, 2009 Meeting Type: Annual Record Date: MAR 24, 2009 # 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 Joseph A. Madri For Withhold Management 1.4 Elect Director Larry L. Mathis For For Management 1.5 Elect Director R. Douglas Norby For For Management 1.6 Elect Director Alvin S. Parven For For Management 1.7 Elect Director Ruedi E. Waeger For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ALPHA NATURAL RESOURCES, INC. Ticker: ANR Security ID: 02076X102 Meeting Date: MAY 20, 2009 Meeting Type: Annual Record Date: MAR 23, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mary Ellen Bowers For For Management 1.2 Elect Director John S. Brinzo For For Management 1.3 Elect Director Hermann Buerger For For Management 1.4 Elect Director Kevin S. Crutchfield For For Management 1.5 Elect Director E. Linn Draper, Jr. For For Management 1.6 Elect Director Glenn A. Eisenberg For For Management 1.7 Elect Director John W. Fox, Jr. For For Management 1.8 Elect Director Michael J. Quillen For For Management 1.9 Elect Director Ted G. Wood For For Management 2 Increase Authorized Common Stock For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AMAZON.COM, INC. Ticker: AMZN Security ID: 023135106 Meeting Date: MAY 28, 2009 Meeting Type: Annual Record Date: APR 1, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Jeffrey P. Bezos For For Management 2 Elect Director Tom A. Alberg For For Management 3 Elect Director John Seely Brown For For Management 4 Elect Director L. John Doerr For For Management 5 Elect Director William B. Gordon For For Management 6 Elect Director Alain Monie For For Management 7 Elect Director Thomas O. Ryder For For Management 8 Elect Director Patricia Q. Stonesifer For For Management 9 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AMEDISYS, INC. Ticker: AMED Security ID: 023436108 Meeting Date: JUN 4, 2009 Meeting Type: Annual Record Date: APR 9, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William F. Borne For For Management 1.2 Elect Director Larry R. Graham For For Management 1.3 Elect Director Ronald A. LaBorde For For Management 1.4 Elect Director Jake L. Netterville For For Management 1.5 Elect Director David R. Pitts For For Management 1.6 Elect Director Peter F. Ricchiuti For For Management 1.7 Elect Director Donald A. Washburn For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ANADARKO PETROLEUM CORP. Ticker: APC Security ID: 032511107 Meeting Date: MAY 19, 2009 Meeting Type: Annual Record Date: MAR 25, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert J. Allison, Jr. For For Management 1.2 Elect Director Peter J. Fluor For For Management 1.3 Elect Director John W. Poduska, Sr. For Against Management 1.4 Elect Director Paula Rosput Reynolds For Against Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors For For Management 4 Amend EEO Policy to Prohibit Against For Shareholder Discrimination based on Sexual Orientation and Gender Identity - -------------------------------------------------------------------------------- ASSURANT INC Ticker: AIZ Security ID: 04621X108 Meeting Date: MAY 14, 2009 Meeting Type: Annual Record Date: MAR 27, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles John Koch For Withhold Management 1.2 Elect Director H. Carroll Mackin For For Management 1.3 Elect Director Robert B. Pollock For For Management 2 Ratify Auditors For For Management 3 Reduce Supermajority Vote Requirement For For Management - -------------------------------------------------------------------------------- BAIDU.COM INC. Ticker: BIDU Security ID: 056752108 Meeting Date: DEC 16, 2008 Meeting Type: Special Record Date: NOV 13, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Authorize Share Repurchase Program For Against Management 2 Amend Articles of Association Re: Issue For Against Management and Purchase of Shares 3 Change Company Name to Baidu, Inc. For For Management 4 Adopt New Memorandum and Articles of For Against Management Association 5 Amend 2000 Option Plan For Against Management 6 Approve 2008 Share Incentive Plan For Against Management - -------------------------------------------------------------------------------- BE AEROSPACE, INC. Ticker: BEAV Security ID: 073302101 Meeting Date: JUL 31, 2008 Meeting Type: Annual Record Date: MAY 30, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert J. Khoury For For Management 1.2 Elect Director Jonathan M. Schofield For Withhold Management 2 Implement MacBride Principles Against Against Shareholder - -------------------------------------------------------------------------------- BEST BUY CO., INC. Ticker: BBY Security ID: 086516101 Meeting Date: JUN 24, 2009 Meeting Type: Annual Record Date: APR 27, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ronald James For For Management 1.2 Elect Director Elliot S. Kaplan For For Management 1.3 Elect Director Sanjay Khosla For For Management 1.4 Elect Director George L. Mikan III For For Management 1.5 Elect Director Matthew H. Paull For For Management 1.6 Elect Director Richard M. Schulze For For Management 1.7 Elect Director Hatim A. Tyabji For For Management 1.8 Elect Director Gerard R. Vittecoq For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Reduce Supermajority Vote Requirement For For Management 5 Reduce Supermajority Vote Requirement For For Management 6 Reduce Supermajority Vote Requirement For For Management 7 Reduce Supermajority Vote Requirement For For Management 8 Reduce Supermajority Vote Requirement For For Management 9 Reduce Supermajority Vote Requirement For For Management - -------------------------------------------------------------------------------- BMC SOFTWARE, INC. Ticker: BMC Security ID: 055921100 Meeting Date: JUL 22, 2008 Meeting Type: Annual Record Date: MAY 27, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director B. Garland Cupp For For Management 1.2 Elect Director Robert E. Beauchamp For For Management 1.3 Elect Director Jon E. Barfield For For Management 1.4 Elect Director Gary Bloom For For Management 1.5 Elect Director Meldon K. Gafner For For Management 1.6 Elect Director P. Thomas Jenkins For For Management 1.7 Elect Director Louis J. Lavigne, Jr. For For Management 1.8 Elect Director Kathleen A. O'Neil For For Management 1.9 Elect Director Tom C. Tinsley For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- BURGER KING HOLDINGS, INC. Ticker: BKC Security ID: 121208201 Meeting Date: NOV 20, 2008 Meeting Type: Annual Record Date: SEP 22, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John W. Chidsey For For Management 1.2 Elect Director Richard W. Boyce For For Management 1.3 Elect Director David A. Brandon For Withhold Management 1.4 Elect Director Ronald M. Dykes For For Management 1.5 Elect Director Peter R. Formanek For For Management 1.6 Elect Director Manuel A. Garcia For For Management 1.7 Elect Director Sanjeev K. Mehra For Withhold Management 1.8 Elect Director Stephen G. Pagliuca For For Management 1.9 Elect Director Brian T. Swette For For Management 1.10 Elect Director Kneeland C. Youngblood For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CELGENE CORP. Ticker: CELG Security ID: 151020104 Meeting Date: JUN 17, 2009 Meeting Type: Annual Record Date: APR 21, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sol J. Barer For For Management 1.2 Elect Director Robert J. Hugin For For Management 1.3 Elect Director Michael D. Casey For For Management 1.4 Elect Director Rodman L. Drake For For Management 1.5 Elect Director A. Hull Hayes, Jr. For For Management 1.6 Elect Director Gilla Kaplan For For Management 1.7 Elect Director James J. Loughlin For For Management 1.8 Elect Director Ernest Mario For For Management 1.9 Elect Director Walter L. Robb For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Require a Majority Vote for the Against For Shareholder Election of Directors - -------------------------------------------------------------------------------- CEPHALON, INC. Ticker: CEPH Security ID: 156708109 Meeting Date: MAY 12, 2009 Meeting Type: Annual Record Date: MAR 17, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Frank Baldino, Jr., For For Management Ph.D. 1.2 Elect Director William P. Egan For For Management 1.3 Elect Director Martyn D. Greenacre For For Management 1.4 Elect Director Vaughn M. Kailian For For Management 1.5 Elect Director Kevin E. Moley For For Management 1.6 Elect Director Charles A. Sanders, M.D. For For Management 1.7 Elect Director Gail R. Wilensky, Ph.D. For For Management 1.8 Elect Director Dennis L. Winger For For Management 2 Amend Stock Option Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CHATTEM, INC. Ticker: CHTT Security ID: 162456107 Meeting Date: APR 8, 2009 Meeting Type: Annual Record Date: FEB 18, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert E. Bosworth For Withhold Management 1.2 Elect Director Gary D. Chazen For For Management 1.3 Elect Director Joey B. Hogan For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CHEESECAKE FACTORY, INC., THE Ticker: CAKE Security ID: 163072101 Meeting Date: MAY 20, 2009 Meeting Type: Annual Record Date: MAR 27, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alexander L. Cappello For Withhold Management 1.2 Elect Director Jerome I. Kransdorf For Withhold Management 1.3 Elect Director David B. Pittaway For For Management 2 Reduce Supermajority Vote Requirement For For Management 3 Permit Right to Act by Written Consent For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CLEVELAND-CLIFFS INC. Ticker: CLF Security ID: 185896107 Meeting Date: OCT 3, 2008 Meeting Type: Proxy Contest Record Date: SEP 2, 2008 # Proposal Mgt Rec Vote Cast Sponsor Management Proxy (White Card) 1 Approve Control Share Acquisition Against Against Shareholder # Proposal Diss Rec Vote Cast Sponsor Dissident Proxy (Green Card) 1 Approve Control Share Acquisition For Did Not Vote Shareholder 2 Adjourn Meeting For Did Not Vote Management - -------------------------------------------------------------------------------- CME GROUP INC. Ticker: CME Security ID: 12572Q105 Meeting Date: MAY 13, 2009 Meeting Type: Annual Record Date: MAR 16, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dennis H. Chookaszian For For Management 1.2 Elect Director Robert F. Corvino For For Management 1.3 Elect Director Larry G. Gerdes For For Management 1.4 Elect Director Daniel R. Glickman For For Management 1.5 Elect Director James E. Oliff For For Management 1.6 Elect Director John L. Pietrzak For For Management 1.7 Elect Director Alex J. Pollock For For Management 1.8 Elect Director William R. Shepard For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Non-Employee Director Omnibus For For Management Stock Plan 4 Amend Executive Incentive Bonus Plan For For Management 5 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CORE LABORATORIES N V Ticker: CLB Security ID: N22717107 Meeting Date: JAN 29, 2009 Meeting Type: Special Record Date: DEC 24, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 AUTHORIZATION OF MANAGEMENT BOARD TO For For Management REPURCHASE UP TO 25.6% OF OUR ISSUED SHARE CAPITAL UNTIL JULY 29, 2010. - -------------------------------------------------------------------------------- CORE LABORATORIES N V Ticker: CLB Security ID: N22717107 Meeting Date: MAY 14, 2009 Meeting Type: Annual Record Date: MAR 19, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Richard L. Bergmark as For For Management Supervisory Board Member 1.2 Elect Alexander Vriesendorp as For For Management Supervisory Board Member 2 Approve Financial Statements and For For Management Statutory Reports 3 Grant Board Authority to Issue Shares For For Management Up To 20 Percent of Issued Capital 4 Authorize Board to Exclude Preemptive For For Management Rights from Issuance under Item 3 5 Ratify PricewaterhouseCoopers as For For Management Auditors 6 Transact Other Business None None Management - -------------------------------------------------------------------------------- DEVRY INC. Ticker: DV Security ID: 251893103 Meeting Date: NOV 13, 2008 Meeting Type: Annual Record Date: SEP 19, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David S. Brown For For Management 1.2 Elect Director Lisa W. Pickrum For For Management 1.3 Elect Director Fernando Ruiz For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ENERGY CONVERSION DEVICES, INC. Ticker: ENER Security ID: 292659109 Meeting Date: NOV 18, 2008 Meeting Type: Annual Record Date: OCT 1, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joseph A. Avila For For Management 1.2 Elect Director Alan E. Barton For For Management 1.3 Elect Director Christopher P. Belden For For Management 1.4 Elect Director Robert I. Frey For For Management 1.5 Elect Director William J. Ketelhut For For Management 1.6 Elect Director Mark D. Morelli For For Management 1.7 Elect Director Stephen Rabinowitz For For Management 1.8 Elect Director George A Schreiber, Jr. For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ENERSYS Ticker: ENS Security ID: 29275Y102 Meeting Date: JUL 17, 2008 Meeting Type: Annual Record Date: JUN 2, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John F. Lehman For For Management 1.2 Elect Director Raymond E. Mabus, Jr. For For Management 1.3 Elect Director Dennis S. Marlo For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- EQUINIX, INC. Ticker: EQIX Security ID: 29444U502 Meeting Date: JUN 9, 2009 Meeting Type: Annual Record Date: APR 20, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steven T. Clontz For For Management 1.2 Elect Director Steven P. Eng For For Management 1.3 Elect Director Gary F. Hromadko For For Management 1.4 Elect Director Scott G. Kriens 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 - -------------------------------------------------------------------------------- FIDELITY NATIONAL FINANCIAL, INC. Ticker: FNF Security ID: 31620R105 Meeting Date: MAY 28, 2009 Meeting Type: Annual Record Date: MAR 30, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Frank P. Willey For For Management 1.2 Elect Director Willie D. Davis For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- FLUOR CORP. Ticker: FLR Security ID: 343412102 Meeting Date: MAY 6, 2009 Meeting Type: Annual Record Date: MAR 10, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter K. Barker For For Management 1.2 Elect Director Alan L. Boeckmann For For Management 1.3 Elect Director Vilma S. Martinez For For Management 1.4 Elect Director Dean R. O'Hare For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- FREEPORT-MCMORAN COPPER & GOLD INC. Ticker: FCX Security ID: 35671D857 Meeting Date: JUN 11, 2009 Meeting Type: Annual Record Date: APR 14, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard C. Adkerson For For Management 1.2 Elect Director Robert J. Allison, Jr. For For Management 1.3 Elect Director Robert A. Day For For Management 1.4 Elect Director Gerald J. Ford For For Management 1.5 Elect Director H. Devon Graham, Jr. For For Management 1.6 Elect Director J. Bennett Johnston For For Management 1.7 Elect Director Charles C. Krulak For For Management 1.8 Elect Director Bobby Lee Lackey For For Management 1.9 Elect Director Jon C. Madonna For For Management 1.10 Elect Director Dustan E. McCoy For For Management 1.11 Elect Director Gabrielle K. McDonald For For Management 1.12 Elect Director James R. Moffett For For Management 1.13 Elect Director B.M. Rankin, Jr. For For Management 1.14 Elect Director J. Stapleton Roy For For Management 1.15 Elect Director Stephen H. Siegele For For Management 1.16 Elect Director J. Taylor Wharton For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Request Director Nominee Environmental Against For Shareholder Qualifications - -------------------------------------------------------------------------------- GAMESTOP CORP. Ticker: GME Security ID: 36467W109 Meeting Date: JUN 23, 2009 Meeting Type: Annual Record Date: MAY 1, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel A. DeMatteo For For Management 1.2 Elect Director Michael N. Rosen For For Management 1.3 Elect Director Edward A. Volkwein For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- HUDSON CITY BANCORP, INC. Ticker: HCBK Security ID: 443683107 Meeting Date: APR 21, 2009 Meeting Type: Annual Record Date: MAR 2, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Denis J. Salamone For For Management 1.2 Elect Director Michael W. Azzara For For Management 1.3 Elect Director Victoria H. Bruni For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ILLUMINA, INC. Ticker: ILMN Security ID: 452327109 Meeting Date: SEP 9, 2008 Meeting Type: Special Record Date: JUL 28, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Increase Authorized Common Stock For For Management - -------------------------------------------------------------------------------- INTERACTIVE BROKERS GROUP INC. Ticker: IBKR Security ID: 45841N107 Meeting Date: JUL 8, 2008 Meeting Type: Annual Record Date: MAY 16, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas Peterffy For Against Management 1.2 Elect Director Earl H. Nemser For Against Management 1.3 Elect Director Paul J. Brody For Against Management 1.4 Elect Director Milan Galik For Against Management 1.5 Elect Director Lawrence E. Harris For For Management 1.6 Elect Director Hans R. Stoll For For Management 1.7 Elect Director Ivers W. Riley For For Management 2 Approve Omnibus Stock Plan For Against Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- INTERDIGITAL INC. Ticker: IDCC Security ID: 45867G101 Meeting Date: JUN 4, 2009 Meeting Type: Annual Record Date: APR 7, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William J. Merritt For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- JOS. A. BANK CLOTHIERS, INC. Ticker: JOSB Security ID: 480838101 Meeting Date: JUN 18, 2009 Meeting Type: Annual Record Date: APR 30, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Andrew A. Giordano For For Management 1.2 Elect Director William E. Herron For For Management 1.3 Elect Director Henry Homes, III For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- KANSAS CITY SOUTHERN Ticker: KSU Security ID: 485170302 Meeting Date: OCT 7, 2008 Meeting Type: Special Record Date: AUG 13, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- LEAP WIRELESS INTERNATIONAL, INC. Ticker: LEAP Security ID: 521863308 Meeting Date: MAY 21, 2009 Meeting Type: Annual Record Date: MAR 25, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John D. Harkey, Jr. For For Management 1.2 Elect Director S. Douglas Hutcheson For For Management 1.3 Elect Director Robert V. LaPenta For For Management 1.4 Elect Director Mark H. Rachesky For For Management 1.5 Elect Director Michael B. Targoff For Withhold Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For Against Management - -------------------------------------------------------------------------------- MCDONALD'S CORP. Ticker: MCD Security ID: 580135101 Meeting Date: MAY 27, 2009 Meeting Type: Annual Record Date: MAR 30, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Robert A. Eckert For For Management 2 Elect Director Enrique Hernandez, Jr. For For Management 3 Elect Director Jeanne P. Jackson For For Management 4 Elect Director Andrew J. McKenna For For Management 5 Ratify Auditors For For Management 6 Amend Omnibus Stock Plan For For Management 7 Approve Executive Incentive Bonus Plan For For Management 8 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 9 Phase out Sales of Eggs from Battery Against Against Shareholder Cage Hens - -------------------------------------------------------------------------------- METROPCS COMMUNICATIONS, INC. Ticker: PCS Security ID: 591708102 Meeting Date: MAY 21, 2009 Meeting Type: Annual Record Date: APR 8, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director W. Michael Barnes For For Management 1.2 Elect Director Jack F. Callahan, Jr. For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MICROS SYSTEMS, INC. Ticker: MCRS Security ID: 594901100 Meeting Date: NOV 21, 2008 Meeting Type: Annual Record Date: OCT 6, 2008 # 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 Other Business For Against Management - -------------------------------------------------------------------------------- MICROSEMI CORP. Ticker: MSCC Security ID: 595137100 Meeting Date: FEB 19, 2009 Meeting Type: Annual Record Date: JAN 2, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James J. Peterson For For Management 1.2 Elect Director Dennis R. Leibel For For Management 1.3 Elect Director Thomas R. Anderson For For Management 1.4 Elect Director William E. Bendush For For Management 1.5 Elect Director William L. Healey For For Management 1.6 Elect Director Paul F. Folino For For Management 1.7 Elect Director Matthew E. Massengill For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MOSAIC CO Ticker: MOS Security ID: 61945A107 Meeting Date: OCT 9, 2008 Meeting Type: Annual Record Date: AUG 11, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David B. Mathis For For Management 1.2 Elect Director James L. Popowich For For Management 1.3 Elect Director James T. Prokopanko For For Management 1.4 Elect Director Steven M. Seibert For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- NATIONAL OILWELL VARCO, INC. Ticker: NOV Security ID: 637071101 Meeting Date: MAY 13, 2009 Meeting Type: Annual Record Date: MAR 23, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Merrill A. Miller, Jr. For For Management 1.2 Elect Director Greg L. Armstrong For For Management 1.3 Elect Director David D. Harrison For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- NUVASIVE, INC. Ticker: NUVA Security ID: 670704105 Meeting Date: MAY 21, 2009 Meeting Type: Annual Record Date: MAR 27, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter C. Farrell, Ph.D. For For Management 1.2 Elect Director Lesley H. Howe For For Management 1.3 Elect Director Eileen M. More For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PETROLEO BRASILEIRO Ticker: PBR Security ID: 71654V408 Meeting Date: APR 8, 2009 Meeting Type: Annual Record Date: MAR 23, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports for Fiscal Year Ended Dec. 31, 2008 2 Approve Capital Budget for Upcoming For For Management Fiscal Year 3 Approve Allocation of Income and For For Management Dividends for Fiscal 2008 4 Elect Directors For Against Management 5 Elect Board Chairman For Against Management 6 Elect Fiscal Council Members and For Against Management Alternates 7 Approve Remuneration of Executive For For Management Officers, Non-Executive Directors, and Fiscal Council Members - -------------------------------------------------------------------------------- QUANTA SERVICES, INC. Ticker: PWR Security ID: 74762E102 Meeting Date: MAY 21, 2009 Meeting Type: Annual Record Date: MAR 23, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James R. Ball For For Management 1.2 Elect Director John R. Colson For For Management 1.3 Elect Director J. Michal Conaway For For Management 1.4 Elect Director Ralph R. Disibio For For Management 1.5 Elect Director Bernard Fried For For Management 1.6 Elect Director Louis C. Golm For For Management 1.7 Elect Director Worthing F. Jackman For For Management 1.8 Elect Director Bruce Ranck For For Management 1.9 Elect Director John R. Wilson For For Management 1.10 Elect Director Pat Wood, III For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- RESEARCH IN MOTION LTD Ticker: RIM Security ID: 760975102 Meeting Date: JUL 15, 2008 Meeting Type: Annual Record Date: MAY 27, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect James Balsillie, Mike Lazaridis, For For Management James Estill, David Kerr, Roger Martin, John Richardson, Barbara Stymiest and John Wetmore as Directors 2 Approve Ernst & Young LLP as Auditors For For Management and Authorize Board to Fix Their Remuneration - -------------------------------------------------------------------------------- SINA CORP. (FORMERLY SINA.COM) Ticker: SINA Security ID: G81477104 Meeting Date: SEP 8, 2008 Meeting Type: Annual Record Date: JUL 11, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 ELECT DIRECTOR PEHONG CHEN For For Management 1.2 ELECT DIRECTOR LIP-BU TAN For For Management 1.3 ELECT DIRECTOR YICHEN ZHANG For For Management 2 RATIFY AUDITORS For For Management 3 APPROVAL OF THE AMENDMENT AND For Against Management RESTATEMENT OF AMENDED AND RESTATED ARTICLES OF ASSOCIATION. - -------------------------------------------------------------------------------- SOUTHWESTERN ENERGY CO. Ticker: SWN Security ID: 845467109 Meeting Date: MAY 19, 2009 Meeting Type: Annual Record Date: MAR 23, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lewis E. Epley, Jr. For For Management 1.2 Elect Director Robert L. Howard For Withhold Management 1.3 Elect Director Harold M. Korell For For Management 1.4 Elect Director Vello A. Kuuskraa For Withhold Management 1.5 Elect Director Kenneth R. Mourton For Withhold Management 1.6 Elect Director Charles E. Scharlau For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- STERICYCLE, INC. Ticker: SRCL Security ID: 858912108 Meeting Date: MAY 28, 2009 Meeting Type: Annual Record Date: APR 1, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mark C. Miller For For Management 1.2 Elect Director Jack W. Schuler For For Management 1.3 Elect Director Thomas D. Brown For For Management 1.4 Elect Director Rod F. Dammeyer For For Management 1.5 Elect Director William K. Hall For For Management 1.6 Elect Director Jonathan T. Lord, M.D. For For Management 1.7 Elect Director John Patience For For Management 1.8 Elect Director Ronald G. Spaeth For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- TRANSOCEAN INC. Ticker: RIG Security ID: G90073100 Meeting Date: DEC 8, 2008 Meeting Type: Special Record Date: OCT 27, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVAL OF THE MERGER TRANSACTION TO For For Management BE EFFECTED BY THE SCHEMES OF ARRANGEMENT, ATTACHED TO THE ACCOMPANYING PROXY STATEMENT AS ANNEX B. 2 APPROVAL OF THE MOTION TO ADJOURN THE For For Management MEETING TO A LATER DATE TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE MEETING TO APPROVE THE MERGER TRANSACTION. - -------------------------------------------------------------------------------- VISTAPRINT LIMITED Ticker: VPRT Security ID: G93762204 Meeting Date: NOV 7, 2008 Meeting Type: Annual Record Date: SEP 12, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 ELECT DIRECTOR ROBERT KEANE For For Management 1.2 ELECT DIRECTOR DANIEL CIPORIN For Withhold Management 2 TO APPROVE THE COMPANY S SECOND AMENDED For For Management AND RESTATED BYE-LAWS. 3 TO RATIFY AND APPROVE THE APPOINTMENT For For Management OF ERNST & YOUNG LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2009. - -------------------------------------------------------------------------------- WATSON PHARMACEUTICALS, INC. Ticker: WPI Security ID: 942683103 Meeting Date: MAY 8, 2009 Meeting Type: Annual Record Date: MAR 20, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ronald R. Taylor For For Management 1.2 Elect Director Andrew L. Turner For For Management 1.3 Elect Director Jack Michelson For For Management 2 Ratify Auditors For For Management ===================== BB&T SPECIAL OPPORTUNITES EQUITY VIF ===================== ACTIVISION BLIZZARD, INC. Ticker: ATVI Security ID: 00507V109 Meeting Date: JUN 5, 2009 Meeting Type: Annual Record Date: APR 7, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Philippe G. H. Capron For Withhold Management 1.2 Elect Director Robert J. Corti For For Management 1.3 Elect Director Frederic R. Crepin For Withhold Management 1.4 Elect Director Brian G. Kelly For Withhold Management 1.5 Elect Director Robert A. Kotick For Withhold Management 1.6 Elect Director Jean-bernard Levy For Withhold Management 1.7 Elect Director Robert J. Morgado For For Management 1.8 Elect Director Douglas P. Morris For Withhold Management 1.9 Elect Director Stephane Roussel For Withhold Management 1.10 Elect Director Richard Sarnoff For For Management 1.11 Elect Director Regis Turrini For Withhold Management 2 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- AKAMAI TECHNOLOGIES, INC. Ticker: AKAM Security ID: 00971T101 Meeting Date: MAY 19, 2009 Meeting Type: Annual Record Date: MAR 31, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director George H. Conrades For For Management 1.2 Elect Director Martin M. Coyne II For For Management 1.3 Elect Director Jill A. Greenthal For For Management 1.4 Elect Director Geoffrey A. Moore For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ALLSCRIPTS HEALTHCARE SOLUTIONS, INC. Ticker: MDRX Security ID: 01988P108 Meeting Date: OCT 6, 2008 Meeting Type: Annual Record Date: AUG 15, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with For For Management Acquisition 2 Amend Articles of Incorporation For For Management Required to Consummate the Merger Agreement 3 Amend Articles of Incorporation and For For Management Bylaws to Make Additional Changes 4.1 Elect Director Glen Tullman For For Management 4.2 Elect Director M. Fazle Husain For For Management 5 Ratify Auditors For For Management 6 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- APACHE CORP. Ticker: APA Security ID: 037411105 Meeting Date: MAY 7, 2009 Meeting Type: Annual Record Date: MAR 18, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Frederick M. Bohen For For Management 2 Elect Director George D. Lawrence For For Management 3 Elect Director Rodman D. Patton For For Management 4 Elect Director Charles J. Pitman For For Management - -------------------------------------------------------------------------------- ARM HOLDINGS PLC Ticker: ARMH Security ID: 042068106 Meeting Date: MAY 14, 2009 Meeting Type: Annual Record Date: APR 9, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend of 1.32 Pence For For Management Per Share 3 Approve Remuneration Report For For Management 4 Re-elect Mike Inglis as Director For For Management 5 Reappoint PricewaterhouseCoopers LLP as For For Management Auditors of the Company 6 Authorise Board to Fix Remuneration of For For Management Auditors 7 Authorise Issue of Equity or For For Management Equity-Linked Securities with Pre-emptive Rights Under a General Authority up to Aggregate Nominal Amount of GBP 210,020 and an Additional Amount Pursuant to a Rights Issue of up to GBP 210,020 8 Subject to the Passing of Resolution 7, For For Management Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 33,600 9 Authorise 126,012,000 Ordinary Shares For For Management for Market Purchase 10 Approve That a General Meeting Other For For Management Than an Annual General Meeting May Be Called on Not Less Than 14 Clear Days' Notice 11 Amend Articles of Association For For Management - -------------------------------------------------------------------------------- BRISTOL-MYERS SQUIBB CO. Ticker: BMY Security ID: 110122108 Meeting Date: MAY 5, 2009 Meeting Type: Annual Record Date: MAR 12, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director L. Andreotti For For Management 2 Elect Director L. B. Campbell For For Management 3 Elect Director J. M. Cornelius For For Management 4 Elect Director L. J. Freeh For For Management 5 Elect Director L. H. Glimcher For For Management 6 Elect Director M. Grobstein For For Management 7 Elect Director L. Johansson For For Management 8 Elect Director A. J. Lacy For For Management 9 Elect Director V. L. Sato For For Management 10 Elect Director T. D. West, Jr. For For Management 11 Elect Director R. S. Williams For For Management 12 Ratify Auditors For For Management 13 Increase Disclosure of Executive Against Against Shareholder Compensation 14 Reduce Supermajority Vote Requirement Against Against Shareholder 15 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 16 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R102 Meeting Date: NOV 13, 2008 Meeting Type: Annual Record Date: SEP 15, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Carol A. Bartz For For Management 2 Elect Director M. Michele Burns For For Management 3 Elect Director Michael D. Capellas For For Management 4 Elect Director Larry R. Carter For For Management 5 Elect Director John T. Chambers For For Management 6 Elect Director Brian L. Halla For For Management 7 Elect Director John L. Hennessy For For Management 8 Elect Director Richard M. Kovacevich For For Management 9 Elect Director Roderick C. McGeary For For Management 10 Elect Director Michael K. Powell For For Management 11 Elect Director Steven M. West For For Management 12 Elect Director Jerry Yang For Against Management 13 Ratify Auditors For For Management 14 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Human Rights 15 Report on Internet Fragmentation Against For Shareholder - -------------------------------------------------------------------------------- COMCAST CORP. Ticker: CMCSA Security ID: 20030N101 Meeting Date: MAY 13, 2009 Meeting Type: Annual Record Date: MAR 4, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director S. Decker Anstrom For Withhold Management 1.2 Elect Director Kenneth J. Bacon For For Management 1.3 Elect Director Sheldon M. Bonovitz For For Management 1.4 Elect Director Edward D. Breen For For Management 1.5 Elect Director Julian A. Brodsky For For Management 1.6 Elect Director Joseph J. Collins For Withhold Management 1.7 Elect Director J. Michael Cook For For Management 1.8 Elect Director Gerald L. Hassell For For Management 1.9 Elect Director Jeffrey A. Honickman For For Management 1.10 Elect Director Brian L. Roberts For For Management 1.11 Elect Director Ralph J. Roberts For For Management 1.12 Elect Director Dr. Judith Rodin For Withhold Management 1.13 Elect Director Michael I. Sovern For Withhold Management 2 Ratify Auditors For For Management 3 Amend Qualified Employee Stock Purchase For For Management Plan 4 Amend Restricted Stock Plan For For Management 5 Amend Stock Option Plan For For Management 6 Increase Disclosure of Executive Against Against Shareholder Compensation 7 Seek Shareholder Approval on Certain Against For Shareholder Future Death Benefit Arrangements 8 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 9 Adopt a Recapitalization Plan Against For Shareholder - -------------------------------------------------------------------------------- CONSOL ENERGY, INC. Ticker: CNX Security ID: 20854P109 Meeting Date: APR 28, 2009 Meeting Type: Annual Record Date: MAR 5, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John Whitmire For For Management 1.2 Elect Director J. Brett Harvey For For Management 1.3 Elect Director James E. Altmeyer, Sr. For Withhold Management 1.4 Elect Director Philip W. Baxter For For Management 1.5 Elect Director William E. Davis For For Management 1.6 Elect Director Raj K. Gupta For For Management 1.7 Elect Director Patricia A. Hammick For For Management 1.8 Elect Director David C. Hardesty, Jr. For For Management 1.9 Elect Director John T. Mills For For Management 1.10 Elect Director William P. Powell For For Management 1.11 Elect Director Joseph T. Williams For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Require a Majority Vote for the Against For Shareholder Election of Directors 5 Provide Early Disclosure of Shareholder Against For Shareholder Proposal Voting Results - -------------------------------------------------------------------------------- CORNING INC. Ticker: GLW Security ID: 219350105 Meeting Date: APR 30, 2009 Meeting Type: Annual Record Date: FEB 26, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James B. Flaws For For Management 1.2 Elect Director James R. Houghton For For Management 1.3 Elect Director James J. O'Connor For Withhold Management 1.4 Elect Director Deborah D. Rieman For For Management 1.5 Elect Director Peter F. Volanakis For For Management 1.6 Elect Director Mark S. Wrighton For For Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the Against For Shareholder Election of Directors 4 Declassify the Board of Directors Against For Shareholder - -------------------------------------------------------------------------------- EBAY INC. Ticker: EBAY Security ID: 278642103 Meeting Date: APR 29, 2009 Meeting Type: Annual Record Date: MAR 4, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Marc L. Andreessen For For Management 1.2 Elect Director William C. Ford, Jr. For For Management 1.3 Elect Director Dawn G. Lepore For For Management 1.4 Elect Director Pierre M. Omidyar For For Management 1.5 Elect Director Richard T. Schlosberg, For For Management III 2 Approve Stock Option Exchange Program For For Management 3 Amend Omnibus Stock Plan For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- HALLIBURTON CO. Ticker: HAL Security ID: 406216101 Meeting Date: MAY 20, 2009 Meeting Type: Annual Record Date: MAR 23, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan M. Bennett For For Management 1.2 Elect Director James R. Boyd For For Management 1.3 Elect Director Milton Carroll For For Management 1.4 Elect Director S. Malcolm Gillis For For Management 1.5 Elect Director James T. Hackett For For Management 1.6 Elect Director David J. Lesar For For Management 1.7 Elect Director Robert A. Malone For For Management 1.8 Elect Director J. Landis Martin For For Management 1.9 Elect Director Jay A. Precourt For For Management 1.10 Elect Director Debra L. Reed For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Amend Qualified Employee Stock Purchase For For Management Plan 5 Review and Assess Human Rights Policies Against For Shareholder 6 Report on Political Contributions Against For Shareholder 7 Adopt Low Carbon Energy Policy Against Against Shareholder 8 Disclose Information on Compensation Against For Shareholder Consultant 9 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 10 Establish Independent Director Against For Shareholder Committee to Review and Report on Financial Misconducts and Human Rights Abuses - -------------------------------------------------------------------------------- HARRIS CORP. Ticker: HRS Security ID: 413875105 Meeting Date: OCT 24, 2008 Meeting Type: Annual Record Date: AUG 29, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Lewis Hay III For For Management 2 Elect Director Karen Katen For For Management 3 Elect Director Stephen P. Kaufman For For Management 4 Elect Director Hansel E. Tookes II For For Management 5 Ratify Auditors For For Management 6 Increase Authorized Common Stock For For Management 7 Declassify the Board of Directors For For Management - -------------------------------------------------------------------------------- L-3 COMMUNICATIONS HOLDINGS, INC. Ticker: LLL Security ID: 502424104 Meeting Date: APR 28, 2009 Meeting Type: Annual Record Date: MAR 2, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert B. Millard For For Management 1.2 Elect Director Arthur L. Simon For For Management 2 Approve Qualified Employee Stock For For Management Purchase Plan 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MARKEL CORPORATION Ticker: MKL Security ID: 570535104 Meeting Date: MAY 11, 2009 Meeting Type: Annual Record Date: MAR 3, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J. Alfred Broaddus, Jr. For For Management 1.2 Elect Director Douglas C. Eby For For Management 1.3 Elect Director Leslie A. Grandis For For Management 1.4 Elect Director Stewart M. Kasen For For Management 1.5 Elect Director Alan I. Kirshner For For Management 1.6 Elect Director Lemuel E. Lewis For For Management 1.7 Elect Director Anthony F. Markel For For Management 1.8 Elect Director Steven A. Markel For For Management 1.9 Elect Director Jay M. Weinberg For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MCKESSON CORPORATION Ticker: MCK Security ID: 58155Q103 Meeting Date: JUL 23, 2008 Meeting Type: Annual Record Date: MAY 30, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Andy D. Bryant For For Management 2 Elect Director Wayne A. Budd For For Management 3 Elect Director John H. Hammergren For For Management 4 Elect Director Alton F. Irby III For For Management 5 Elect Director M. Christine Jacobs For For Management 6 Elect Director Marie L. Knowles For For Management 7 Elect Director David M. Lawrence For For Management 8 Elect Director Edward A. Mueller For For Management 9 Elect Director James V. Napier For For Management 10 Elect Director Jane E. Shaw For For Management 11 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MEDCATH CORP. Ticker: MDTH Security ID: 58404W109 Meeting Date: MAR 4, 2009 Meeting Type: Annual Record Date: JAN 21, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John T. Casey For For Management 1.2 Elect Director Woodrin Grossman For For Management 1.3 Elect Director O. Edwin French For For Management 2 Ratify Auditors For For Management 3 Amend Non-Employee Director Omnibus For Against Management Stock Plan - -------------------------------------------------------------------------------- NALCO HOLDING COMPANY Ticker: NLC Security ID: 62985Q101 Meeting Date: MAY 1, 2009 Meeting Type: Annual Record Date: MAR 9, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J. Erik Fyrwald For For Management 1.2 Elect Director Richard B. Marchese For For Management 1.3 Elect Director Paul J. Norris For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PETROLEO BRASILEIRO Ticker: PBR.A Security ID: 71654V101 Meeting Date: APR 8, 2009 Meeting Type: Annual Record Date: MAR 23, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director For Against Management 2 Elect Fiscal Council Members and For Against Management Alternates - -------------------------------------------------------------------------------- SMITHFIELD FOODS, INC. Ticker: SFD Security ID: 832248108 Meeting Date: AUG 27, 2008 Meeting Type: Annual Record Date: JUL 11, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert L. Burrus, Jr. For For Management 1.2 Elect Director Hon. Carol T. Crawford For For Management 1.3 Elect Director David C. Nelson For For Management 1.4 Elect Director Gaoning Ning For For Management 1.5 Elect Director Frank S. Royal, M.D. For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- SPIRIT AEROSYSTEMS HOLDINGS, INC Ticker: SPR Security ID: 848574109 Meeting Date: APR 21, 2009 Meeting Type: Annual Record Date: MAR 13, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles L. Chadwell For For Management 1.2 Elect Director Ivor Evans For For Management 1.3 Elect Director Paul Fulchino For Withhold Management 1.4 Elect Director Richard Gephardt For Withhold Management 1.5 Elect Director Robert Johnson For For Management 1.6 Elect Director Ronald Kadish For For Management 1.7 Elect Director Francis Raborn For For Management 1.8 Elect Director Jeffrey L. Turner For For Management 1.9 Elect Director James L. Welch For For Management 1.10 Elect Director Nigel Wright For Withhold Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- SPX CORP. Ticker: SPW Security ID: 784635104 Meeting Date: APR 22, 2009 Meeting Type: Annual Record Date: MAR 6, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Christopher J. Kearny For For Management 1.2 Elect Director Martha B. Wyrsch For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- SYMANTEC CORPORATION Ticker: SYMC Security ID: 871503108 Meeting Date: SEP 22, 2008 Meeting Type: Annual Record Date: JUL 24, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael A. Brown For For Management 1.2 Elect Director William T. Coleman For For Management 1.3 Elect Director Frank E. Dangeard For For Management 1.4 Elect Director Geraldine B. Laybourne For For Management 1.5 Elect Director David L. Mahoney For For Management 1.6 Elect Director Robert S. Miller For For Management 1.7 Elect Director George Reyes For For Management 1.8 Elect Director Daniel H. Schulman For For Management 1.9 Elect Director ohn W. Thompson For For Management 1.10 Elect Director V. Paul Unruh For For Management 2 Amend Omnibus Stock Plan For For Management 3 Approve Qualified Employee Stock For For Management Purchase Plan 4 Approve Executive Incentive Bonus Plan For For Management 5 Ratify Auditors For For Management - -------------------------------------------------------------------------------- TEVA PHARMACEUTICAL INDUSTRIES LTD. Ticker: TEVA Security ID: 881624209 Meeting Date: SEP 25, 2008 Meeting Type: Special Record Date: AUG 18, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Joseph (Yosi) Nitzani as External For For Management Director - -------------------------------------------------------------------------------- TEVA PHARMACEUTICAL INDUSTRIES LTD. Ticker: TEVA Security ID: 881624209 Meeting Date: JUN 22, 2009 Meeting Type: Annual Record Date: MAY 13, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Final Dividend For For Management 2.1 Elect Phillip Frost as Director For For Management 2.2 Elect Roger Abravanel as Director For For Management 2.3 Elect Elon Kohlberg as Director For For Management 2.4 Elect Yitzhak Peterburg as Director For For Management 2.5 Elect Erez Vigodman as Director For For Management 3 Approve Auditors and Authorize Board to For For Management Fix Their Remuneration - -------------------------------------------------------------------------------- UNITEDHEALTH GROUP INCORPORATED Ticker: UNH Security ID: 91324P102 Meeting Date: JUN 2, 2009 Meeting Type: Annual Record Date: APR 3, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director William C. Ballard, Jr. For For Management 2 Elect Director Richard T. Burke For For Management 3 Elect Director Robert J. Darretta For For Management 4 Elect Director Stephen J. Hemsley For For Management 5 Elect Director Michele J. Hooper For For Management 6 Elect Director Douglas W. Leatherdale For For Management 7 Elect Director Glenn M. Renwick For For Management 8 Elect Director Kenneth I. Shine, M.D. For For Management 9 Elect Director Gail R. Wilensky, Ph.D. For For Management 10 Ratify Auditors For For Management 11 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- VARIAN MEDICAL SYSTEMS INC Ticker: VAR Security ID: 92220P105 Meeting Date: FEB 12, 2009 Meeting Type: Annual Record Date: DEC 15, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Timothy E. Guertin For For Management 1.2 Elect Director David W. Martin, Jr For For Management 1.3 Elect Director R. Naumann-Etienne For For Management 1.4 Elect Director V. Thyagarajan For For Management 2 Amend Omnibus Stock Plan For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- WEATHERFORD INTERNATIONAL LTD Ticker: WFT Security ID: G95089101 Meeting Date: FEB 17, 2009 Meeting Type: Court Record Date: DEC 15, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Reincorporation through Scheme For For Management of Arrangement with Subsiadiary 2 Adjourn Meeting For For Management 3 Transact Other Business (Non-Voting) None None Management - -------------------------------------------------------------------------------- WEATHERFORD INTERNATIONAL LTD Ticker: WFT Security ID: H27013103 Meeting Date: MAY 7, 2009 Meeting Type: Annual Record Date: APR 3, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Reelect Bernhard Duroc-Danner as For For Management Director 1.2 Reelect Nicholas Brady as Director For For Management 1.3 Reelect David Butters as Director For Against Management 1.4 Reelect William Macaulay as Director For For Management 1.5 Reelect Robert Millard as Director For Against Management 1.6 Reelect Robert Moses as Director For For Management 1.7 Reelect Robert Rayne as Director For Against Management 2 Ratify Ernst & Young LLP as Independent For For Management Registered Public Accounting Firm and Ernst & Young AG as Statutory Auditors 3 Transact Other Business (Non-Voting) None None Management - -------------------------------------------------------------------------------- YAHOO!, INC. Ticker: YHOO Security ID: 984332106 Meeting Date: AUG 1, 2008 Meeting Type: Proxy Contest Record Date: JUN 3, 2008 # Proposal Mgt Rec Vote Cast Sponsor Management Proxy (White Card) 1.1 Elect Director Roy J. Bostock For For Management 1.2 Elect Director Ronald W. Burkle For For Management 1.3 Elect Director Eric Hippeau For For Management 1.4 Elect Director Vyomesh Joshi For For Management 1.5 Elect Director Arthur H. Kern For For Management 1.6 Elect Director Robert A. Kotick For For Management 1.7 Elect Director Mary Agnes Wilderotter For For Management 1.8 Elect Director Gary L. Wilson For For Management 1.9 Elect Director Jerry Yang For For Management 2 Ratify Auditors For For Management 3 Pay For Superior Performance Against For Shareholder 4 Adopt Policies to Protect Freedom of Against Against Shareholder Access to the Internet 5 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Human Rights # Proposal Diss Rec Vote Cast Sponsor Dissident Proxy (Gold Card) 1.1 Elect Director Lucian A. Bebchuk For Did Not Vote Shareholder 1.2 Elect Director Frank J. Biondi, Jr. For Did Not Vote Shareholder 1.3 Elect Director John H. Chapple For Did Not Vote Shareholder 1.4 Elect Director Mark Cuban For Did Not Vote Shareholder 1.5 Elect Director Adam Dell For Did Not Vote Shareholder 1.6 Elect Director Carl C. Icahn For Did Not Vote Shareholder 1.7 Elect Director Keith A, Meister For Did Not Vote Shareholder 1.8 Elect Director Edward H. Meyer For Did Not Vote Shareholder 1.9 Elect Director Brian S. Posner For Did Not Vote Shareholder 2 Ratify Auditors For Did Not Vote Management 3 Pay For Superior Performance For Did Not Vote Shareholder 4 Adopt Policies to Protect Freedom of Against Did Not Vote Shareholder Access to the Internet 5 Amend Bylaws to Establish a Board Against Did Not Vote Shareholder Committee on Human Rights - -------------------------------------------------------------------------------- YUM BRANDS, INC. Ticker: YUM Security ID: 988498101 Meeting Date: MAY 21, 2009 Meeting Type: Annual Record Date: MAR 23, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David W. Dorman For For Management 1.2 Elect Director Massimo Ferragamo For For Management 1.3 Elect Director J. David Grissom For For Management 1.4 Elect Director Bonnie G. Hill For For Management 1.5 Elect Director Robert Holland, Jr. For For Management 1.6 Elect Director Kenneth G. Langone For For Management 1.7 Elect Director Jonathan S. Linen For For Management 1.8 Elect Director Thomas C. Nelson For For Management 1.9 Elect Director David C. Novak For For Management 1.10 Elect Director Thomas M. Ryan For For Management 1.11 Elect Director Jing-Shyh S. Su For For Management 1.12 Elect Director Jackie Trujillo For For Management 1.13 Elect Director Robert D. Walter For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Submit Shareholder Rights Plan (Poison Against For Shareholder Pill) to Shareholder Vote 5 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 6 Report on Sustainability and Food Against Against Shareholder Safety in the Supply Chain 7 Adopt Principles for Health Care Reform Against Against Shareholder 8 Report on Animal Welfare Policies Against Against Shareholder ========================== BB&T TOTAL RETURN BOND VIF ========================== There is no proxy voting activity for the fund, as the fund did not hold any votable positions during the reporting period. ========== 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 BB&T Variable Insurance Funds By (Signature and Title)* /s/ E.G. Purcell, III ------------------------------------------------ E.G. Purcell, III, President (Principal Executive Officer) Date August 21, 2009 * Print the name and title of each signing officer under his or her signature. -----END PRIVACY-ENHANCED MESSAGE-----