0001445546-13-003734.txt : 20130805
0001445546-13-003734.hdr.sgml : 20130805
20130805142608
ACCESSION NUMBER: 0001445546-13-003734
CONFORMED SUBMISSION TYPE: N-PX
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20130630
FILED AS OF DATE: 20130805
DATE AS OF CHANGE: 20130805
EFFECTIVENESS DATE: 20130805
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: FIRST TRUST VARIABLE INSURANCE TRUST
CENTRAL INDEX KEY: 0001537395
IRS NUMBER: 000000000
STATE OF INCORPORATION: MA
FILING VALUES:
FORM TYPE: N-PX
SEC ACT: 1940 Act
SEC FILE NUMBER: 811-22652
FILM NUMBER: 131009752
BUSINESS ADDRESS:
STREET 1: 120 EAST LIBERTY DRIVE, SUITE 400
CITY: WHEATON
STATE: IL
ZIP: 60187
BUSINESS PHONE: 630-765-8000
MAIL ADDRESS:
STREET 1: 120 EAST LIBERTY DRIVE, SUITE 400
CITY: WHEATON
STATE: IL
ZIP: 60187
0001537395
S000036417
First Trust/Dow Jones Dividend & Income Allocation Portfolio
C000111397
First Trust/Dow Jones Dividend & Income Allocation Portfolio
N-PX
1
vit_npx.txt
PROXY VOTING SUMMARY
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
INVESTMENT COMPANY
Investment Company Act File No. 811-22652
First Trust Variable Insurance Trust
-------------------------------------------------------------
Exact Name of Registrant as Specified in Declaration of Trust
120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187
------------------------------------------------------------------------------
Address of Principal Executive Offices (Number, Street, City, State, Zip Code)
W. Scott Jardine
First Trust Portfolios L.P.
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
-----------------------------------------------------------------------------
Name and Address (Number, Street, City, State, Zip Code) of Agent for Service
(630) 765-8000
--------------------------------------------------
Registrant's Telephone Number, including Area Code
Date of fiscal year end: December 31
-----------
Date of reporting period: July 1, 2012 - June 30, 2013
----------------------------
Form N-PX is to be used by a registered management investment company, other
than a small business investment company registered on Form N-5 (ss.ss. 239.24
and 274.5 of this chapter), to file reports with the Commission, not later than
August 31 of each year, containing the registrant's proxy voting record for the
most recent twelve-month period ended June 30, pursuant to section 30 of the
Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4).
The Commission may use the information provided on Form N-PX in its regulatory,
disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and
the Commission will make this information public. A registrant is not required
to respond to the collection of information contained in Form N-PX unless the
Form displays a currently valid Office of Management and Budget ("OMB") control
number. Please direct comments concerning the accuracy of the information
collection burden estimate and any suggestions for reducing the burden to the
Secretary, Securities and Exchange Commission, 100 F Street, N.E., Washington
D.C. 20549. The OMB has reviewed this collection of information under the
clearance requirements of 44 U.S.C. Section 3507.
Item 1. Proxy Voting Record
--------------------------------------------------------------------------------
First Trust/Dow Jones Dividend & Income Allocation Portfolio
--------------------------------------------------------------------------------
MEETING DATE COMPANY TICKER SECURITY ID
09/18/12 Darden Restaurants, Inc. DRI 237194105
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Michael W. Barnes For For Mgmt
1.2 Elect Director Leonard L. Berry For For Mgmt
1.3 Elect Director Christopher J. (CJ) Fraleigh For For Mgmt
1.4 Elect Director Victoria D. Harker For For Mgmt
1.5 Elect Director David H. Hughes For For Mgmt
1.6 Elect Director Charles A. Ledsinger, Jr. For For Mgmt
1.7 Elect Director William M. Lewis, Jr. For For Mgmt
1.8 Elect Director Connie Mack, III For For Mgmt
1.9 Elect Director Andrew H. (Drew) Madsen For For Mgmt
1.10 Elect Director Clarence Otis, Jr. For For Mgmt
1.11 Elect Director Michael D. Rose For For Mgmt
1.12 Elect Director Maria A. Sastre For For Mgmt
1.13 Elect Director William S. Simon For For Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
3 Ratify Auditors For For Mgmt
MEETING DATE COMPANY TICKER SECURITY ID
09/20/12 John Wiley & Sons, Inc. JW.A 968223206
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Mari J. Baker For For Mgmt
1.2 Elect Director Raymond W. McDaniel, Jr For For Mgmt
1.3 Elect Director William B. Plummer For For Mgmt
1.4 Elect Director Kalpana Raina For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
MEETING DATE COMPANY TICKER SECURITY ID
09/20/12 NIKE, Inc. NKE 654106103
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Alan B. Graf, Jr. For For Mgmt
1.2 Elect Director John C. Lechleiter For For Mgmt
1.3 Elect Director Phyllis M. Wise For For Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
3 Increase Authorized Common Stock For For Mgmt
4 Amend Executive Incentive Bonus Plan For For Mgmt
5 Ratify Auditors For For Mgmt
6 Report on Political Contributions Against For ShrHlder
MEETING DATE COMPANY TICKER SECURITY ID
09/21/12 ConAgra Foods, Inc. CAG 205887102
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Mogens C. Bay For For Mgmt
1.2 Elect Director Stephen G. Butler For For Mgmt
1.3 Elect Director Steven F. Goldstone For For Mgmt
1.4 Elect Director Joie A. Gregor For For Mgmt
1.5 Elect Director Rajive Johri For For Mgmt
1.6 Elect Director W.G. Jurgensen For For Mgmt
1.7 Elect Director Richard H. Lenny For For Mgmt
1.8 Elect Director Ruth Ann Marshall For For Mgmt
1.9 Elect Director Gary M. Rodkin For For Mgmt
1.10 Elect Director Andrew J. Schindler For For Mgmt
1.11 Elect Director Kenneth E. Stinson For For Mgmt
2 Ratification Of The Appointment Of Independent Auditor For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
MEETING DATE COMPANY TICKER SECURITY ID
09/24/12 General Mills, Inc. GIS 370334104
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1 Elect Director Bradbury H. Anderson For For Mgmt
2 Elect Director R. Kerry Clark For For Mgmt
3 Elect Director Paul Danos For For Mgmt
4 Elect Director William T. Esrey For For Mgmt
5 Elect Director Raymond V. Gilmartin For For Mgmt
6 Elect Director Judith Richards Hope For For Mgmt
7 Elect Director Heidi G. Miller For For Mgmt
8 Elect Director Hilda Ochoa-Brillembourg For For Mgmt
9 Elect Director Steve Odland For For Mgmt
10 Elect Director Kendall J. Powell For For Mgmt
11 Elect Director Michael D. Rose For For Mgmt
12 Elect Director Robert L. Ryan For For Mgmt
13 Elect Director Dorothy A. Terrell For For Mgmt
14 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
15 Ratify Auditors For For Mgmt
Page 1
MEETING DATE COMPANY TICKER SECURITY ID
10/09/12 The Procter & Gamble Company PG 742718109
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Angela F. Braly For For Mgmt
1.2 Elect Director Kenneth I. Chenault For For Mgmt
1.3 Elect Director Scott D. Cook For For Mgmt
1.4 Elect Director Susan Desmond-Hellmann For For Mgmt
1.5 Elect Director Robert A. McDonald For For Mgmt
1.6 Elect Director W. James McNerney, Jr. For For Mgmt
1.7 Elect Director Johnathan A. Rodgers For For Mgmt
1.8 Elect Director Margaret C. Whitman For For Mgmt
1.9 Elect Director Mary Agnes Wilderotter For For Mgmt
1.10 Elect Director Patricia A. Woertz For For Mgmt
1.11 Elect Director Ernesto Zedillo For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
4 Adopt Proxy Statement Reporting on Political Against Against ShrHlder
Contributions and Advisory Vote
5 Report on Adopting Extended Producer Responsibility Against Against ShrHlder
Policy
6 Reduce Supermajority Vote Requirement Against For ShrHlder
MEETING DATE COMPANY TICKER SECURITY ID
10/23/12 Paychex, Inc. PAYX 704326107
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director B. Thomas Golisano For For Mgmt
1b Elect Director Joseph G. Doody For For Mgmt
1c Elect Director David J. S. Flaschen For For Mgmt
1d Elect Director Phillip Horsley For For Mgmt
1e Elect Director Grant M. Inman For For Mgmt
1f Elect Director Pamela A. Joseph For For Mgmt
1g Elect Director Martin Mucci For For Mgmt
1h Elect Director Joseph M. Tucci For For Mgmt
1i Elect Director Joseph M. Velli For For Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
3 Ratify Auditors For For Mgmt
MEETING DATE COMPANY TICKER SECURITY ID
10/24/12 Parker-Hannifin Corporation PH 701094104
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Robert G. Bohn For For Mgmt
1.2 Elect Director Linda S. Harty For For Mgmt
1.3 Elect Director William E. Kassling For For Mgmt
1.4 Elect Director Robert J. Kohlhepp For For Mgmt
1.5 Elect Director Klaus-Peter Muller For For Mgmt
1.6 Elect Director Candy M. Obourn For For Mgmt
1.7 Elect Director Joseph M. Scaminace For For Mgmt
1.8 Elect Director Wolfgang R. Schmitt For For Mgmt
1.9 Elect Director Ake Svensson For For Mgmt
1.10 Elect Director James L. Wainscott For For Mgmt
1.11 Elect Director Donald E. Washkewicz For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
4 Amend Omnibus Stock Plan For For Mgmt
5 Require Independent Board Chairman Against Against ShrHlder
MEETING DATE COMPANY TICKER SECURITY ID
10/25/12 Techne Corporation TECH 878377100
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1 Fix Number of Directors to Nine For For Mgmt
2.1 Elect Director Thomas E. Oland For For Mgmt
2.2 Elect Director Roger C. Lucas For For Mgmt
2.3 Elect Director Howard V. O'Connell For For Mgmt
2.4 Elect Director Randolph C Steer For For Mgmt
2.5 Elect Director Robert V. Baumgartner For For Mgmt
2.6 Elect Director Charles A. Dinarello For For Mgmt
2.7 Elect Director Karen A. Holbrook For For Mgmt
2.8 Elect Director John L. Higgins For Withhold Mgmt
2.9 Elect Director Roeland Nusse For Withhold Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
4 Adopt Majority Voting for Uncontested Election of For For Mgmt
Directors
5 Ratify Auditors For For Mgmt
Page 2
MEETING DATE COMPANY TICKER SECURITY ID
11/02/12 Cardinal Health, Inc. CAH 14149Y108
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Colleen F. Arnold For For Mgmt
1.2 Elect Director George S. Barrett For For Mgmt
1.3 Elect Director Glenn A. Britt For For Mgmt
1.4 Elect Director Carrie S. Cox For For Mgmt
1.5 Elect Director Calvin Darden For For Mgmt
1.6 Elect Director Bruce L. Downey For For Mgmt
1.7 Elect Director John F. Finn For For Mgmt
1.8 Elect Director Clayton M. Jones For For Mgmt
1.9 Elect Director Gregory B. Kenny For For Mgmt
1.10 Elect Director David P. King For For Mgmt
1.11 Elect Director Richard C. Notebaert For For Mgmt
1.12 Elect Director Jean G. Spaulding For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
4 Stock Retention/Holding Period Against For ShrHlder
MEETING DATE COMPANY TICKER SECURITY ID
11/13/12 Automatic Data Processing, Inc. ADP 053015103
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Ellen R. Alemany For For Mgmt
1.2 Elect Director Gregory D. Brenneman For For Mgmt
1.3 Elect Director Leslie A. Brun For For Mgmt
1.4 Elect Director Richard T. Clark For For Mgmt
1.5 Elect Director Eric C. Fast For For Mgmt
1.6 Elect Director Linda R. Gooden For For Mgmt
1.7 Elect Director R. Glenn Hubbard For For Mgmt
1.8 Elect Director John P. Jones For For Mgmt
1.9 Elect Director Carlos A. Rodriguez For For Mgmt
1.10 Elect Director Enrique T. Salem For For Mgmt
1.11 Elect Director Gregory L. Summe For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
MEETING DATE COMPANY TICKER SECURITY ID
11/14/12 Campbell Soup Company CPB 134429109
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Edmund M. Carpenter For For Mgmt
1.2 Elect Director Paul R. Charron For For Mgmt
1.3 Elect Director Bennett Dorrance For For Mgmt
1.4 Elect Director Lawrence C. Karlson For For Mgmt
1.5 Elect Director Randall W. Larrimore For For Mgmt
1.6 Elect Director Mary Alice Dorrance Malone For For Mgmt
1.7 Elect Director Sara Mathew For For Mgmt
1.8 Elect Director Denise M. Morrison For For Mgmt
1.9 Elect Director Charles R. Perrin For For Mgmt
1.10 Elect Director A. Barry Rand For For Mgmt
1.11 Elect Director Nick Shreiber For For Mgmt
1.12 Elect Director Tracey T. Travis For For Mgmt
1.13 Elect Director Archbold D. van Beuren For For Mgmt
1.14 Elect Director Les C. Vinney For For Mgmt
1.15 Elect Director Charlotte C. Weber For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
MEETING DATE COMPANY TICKER SECURITY ID
11/14/12 Jack Henry & Associates, Inc. JKHY 426281101
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Jerry D. Hall For For Mgmt
1.2 Elect Director Matthew C. Flanigan For For Mgmt
1.3 Elect Director Wesley A. Brown For For Mgmt
1.4 Elect Director Marla K. Shepard For For Mgmt
1.5 Elect Director John F. Prim For For Mgmt
1.6 Elect Director Thomas H. Wilson, Jr. For For Mgmt
1.7 Elect Director Jacque R. Fiegel For For Mgmt
1.8 Elect Director Thomas A. Wimsett For For Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
3 Approve Executive Incentive Bonus Plan For For Mgmt
4 Ratify Auditors For For Mgmt
Page 3
MEETING DATE COMPANY TICKER SECURITY ID
11/14/12 Sysco Corporation SYY 871829107
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director Jonathan Golden For For Mgmt
1b Elect Director Joseph A. Hafner, Jr. For For Mgmt
1c Elect Director Nancy S. Newcomb For For Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
3 Ratify Auditors For For Mgmt
MEETING DATE COMPANY TICKER SECURITY ID
11/15/12 Broadridge Financial Solutions, Inc. BR 11133T103
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director Leslie A. Brun For For Mgmt
1b Elect Director Richard J. Daly For For Mgmt
1c Elect Director Robert N. Duelks For For Mgmt
1d Elect Director Richard J. Haviland For For Mgmt
1e Elect Director Sandra S. Jaffee For For Mgmt
1f Elect Director Stuart R. Levine For For Mgmt
1g Elect Director Thomas J. Perna For For Mgmt
1h Elect Director Alan J. Weber For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
MEETING DATE COMPANY TICKER SECURITY ID
11/16/12 Donaldson Company, Inc. DCI 257651109
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director William M. Cook For For Mgmt
1.2 Elect Director Paul David Miller For For Mgmt
2 Ratify Auditors For For Mgmt
MEETING DATE COMPANY TICKER SECURITY ID
11/28/12 Microsoft Corporation MSFT 594918104
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1 Elect Director Steven A. Ballmer For For Mgmt
2 Elect Director Dina Dublon For For Mgmt
3 Elect Director William H. Gates, III For For Mgmt
4 Elect Director Maria M. Klawe For For Mgmt
5 Elect Director Stephen J. Luczo For For Mgmt
6 Elect Director David F. Marquardt For For Mgmt
7 Elect Director Charles H. Noski For For Mgmt
8 Elect Director Helmut Panke For For Mgmt
9 Elect Director John W. Thompson For For Mgmt
10 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
11 Approve Qualified Employee Stock Purchase Plan For For Mgmt
12 Ratify Auditors For For Mgmt
13 Provide for Cumulative Voting Against For ShrHlder
MEETING DATE COMPANY TICKER SECURITY ID
12/18/12 FactSet Research Systems Inc. FDS 303075105
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Scott A. Billeadeau For For Mgmt
1.2 Elect Director Philip A. Hadley For For Mgmt
1.3 Elect Director Joseph R. Zimmel For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
MEETING DATE COMPANY TICKER SECURITY ID
01/09/13 Walgreen Co. WAG 931422109
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director Janice M. Babiak For For Mgmt
1b Elect Director David J. Brailer For For Mgmt
1c Elect Director Steven A. Davis For For Mgmt
1d Elect Director William C. Foote For For Mgmt
1e Elect Director Mark P. Frissora For For Mgmt
1f Elect Director Ginger L. Graham For For Mgmt
1g Elect Director Alan G. McNally For For Mgmt
1h Elect Director Dominic P. Murphy For For Mgmt
1i Elect Director Stefano Pessina For For Mgmt
1j Elect Director Nancy M. Schlichting For For Mgmt
1k Elect Director Alejandro Silva For For Mgmt
1l Elect Director James A. Skinner For For Mgmt
1m Elect Director Gregory D. Wasson For For Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
3 Approve Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
5 Pro-rata Vesting of Equity Awards Against For ShrHlder
Page 4
MEETING DATE COMPANY TICKER SECURITY ID
01/17/13 Family Dollar Stores, Inc. FDO 307000109
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Mark R. Bernstein For For Mgmt
1.2 Elect Director Pamela L. Davies For For Mgmt
1.3 Elect Director Sharon Allred Decker For For Mgmt
1.4 Elect Director Edward C. Dolby For For Mgmt
1.5 Elect Director Glenn A. Eisenberg For For Mgmt
1.6 Elect Director Edward P. Garden For For Mgmt
1.7 Elect Director Howard R. Levine For For Mgmt
1.8 Elect Director George R. Mahoney, Jr. For For Mgmt
1.9 Elect Director James G. Martin For For Mgmt
1.10 Elect Director Harvey Morgan For For Mgmt
1.11 Elect Director Dale C. Pond For For Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
3 Approve Qualified Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
5 Adopt ILO Based Code of Conduct Against Against ShrHlder
MEETING DATE COMPANY TICKER SECURITY ID
01/23/13 New Jersey Resources Corporation NJR 646025106
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Lawrence R. Codey For For Mgmt
1.2 Elect Director Laurence M. Downes For For Mgmt
1.3 Elect Director Robert B. Evans For For Mgmt
1.4 Elect Director Alfred C. Koeppe For For Mgmt
1.5 Elect Director Sharon C. Taylor For For Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
3 Ratify Auditors For For Mgmt
4 Amend Omnibus Stock Plan For For Mgmt
MEETING DATE COMPANY TICKER SECURITY ID
01/24/13 Air Products and Chemicals, Inc. APD 009158106
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director William L. Davis, III For For Mgmt
1b Elect Director W. Douglas Ford For For Mgmt
1c Elect Director Evert Henkes For For Mgmt
1d Elect Director Margaret G. McGlynn For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
4 Approve Omnibus Stock Plan For For Mgmt
5 Declassify the Board of Directors Against For ShrHlder
MEETING DATE COMPANY TICKER SECURITY ID
01/24/13 Costco Wholesale Corporation COST 22160K105
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Benjamin S. Carson, Sr. For For Mgmt
1.2 Elect Director William H. Gates For For Mgmt
1.3 Elect Director Hamilton E. James For For Mgmt
1.4 Elect Director W. Craig Jelinek For For Mgmt
1.5 Elect Director Jill S. Ruckelshaus For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
4 Declassify the Board of Directors Against For ShrHlder
MEETING DATE COMPANY TICKER SECURITY ID
01/29/13 Becton, Dickinson and Company BDX 075887109
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Basil L. Anderson For For Mgmt
1.2 Elect Director Henry P. Becton, Jr. For For Mgmt
1.3 Elect Director Catherine M. Burzik For For Mgmt
1.4 Elect Director Edward F. DeGraan For For Mgmt
1.5 Elect Director Vincent A. Forlenza For For Mgmt
1.6 Elect Director Claire M. Fraser For For Mgmt
1.7 Elect Director Christopher Jones For For Mgmt
1.8 Elect Director Marshall O. Larsen For For Mgmt
1.9 Elect Director Adel A.F. Mahmoud For For Mgmt
1.10 Elect Director Gary A. Mecklenburg For For Mgmt
1.11 Elect Director James F. Orr For For Mgmt
1.12 Elect Director Willard J. Overlock, Jr. For For Mgmt
1.13 Elect Director Rebecca W. Rimel For For Mgmt
1.14 Elect Director Bertram L. Scott For For Mgmt
1.15 Elect Director Alfred Sommer For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
4 Rescind Fair Price Provision For For Mgmt
5 Amend Omnibus Stock Plan For For Mgmt
Page 5
MEETING DATE COMPANY TICKER SECURITY ID
01/29/13 Hormel Foods Corporation HRL 440452100
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Terrell K. Crews For For Mgmt
1.2 Elect Director Jeffrey M. Ettinger For For Mgmt
1.3 Elect Director Jody H. Feragen For For Mgmt
1.4 Elect Director Glenn S. Forbes For For Mgmt
1.5 Elect Director Stephen M. Lacy For For Mgmt
1.6 Elect Director Susan I. Marvin For For Mgmt
1.7 Elect Director John L. Morrison For For Mgmt
1.8 Elect Director Elsa A. Murano For Withhold Mgmt
1.9 Elect Director Robert C. Nakasone For For Mgmt
1.10 Elect Director Susan K. Nestegard For For Mgmt
1.11 Elect Director Dakota A. Pippins For For Mgmt
1.12 Elect Director Christopher J. Policinski For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Incentive Bonus Plan For For Mgmt
4 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
MEETING DATE COMPANY TICKER SECURITY ID
01/30/13 Visa Inc. V 92826C839
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director Gary P. Coughlan For For Mgmt
1b Elect Director Mary B. Cranston For For Mgmt
1c Elect Director Francisco Javier Fernandez-Carbajal For For Mgmt
1d Elect Director Robert W. Matschullat For For Mgmt
1e Elect Director Cathy E. Minehan For For Mgmt
1f Elect Director Suzanne Nora Johnson For For Mgmt
1g Elect Director David J. Pang For For Mgmt
1h Elect Director Joseph W. Saunders For For Mgmt
1i Elect Director Charles W. Scharf For For Mgmt
1j Elect Director William S. Shanahan For For Mgmt
1k Elect Director John A. Swainson For For Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
3 Ratify Auditors For For Mgmt
4 Report on Lobbying Payments and Policy Against For ShrHlder
MEETING DATE COMPANY TICKER SECURITY ID
02/06/13 Accenture plc ACN G1151C101
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1 Accept Financial Statements and Statutory Reports For For Mgmt
2.1 Elect Director William L. Kimsey For For Mgmt
2.2 Elect Director Robert I. Lipp For For Mgmt
2.3 Elect Director Pierre Nanterme For For Mgmt
2.4 Elect Director Gilles C. Pelisson For For Mgmt
2.5 Elect Director Wulf von Schimmelmann For For Mgmt
3 Approve Auditors and Authorize Board to Fix Their For For Mgmt
Remuneration
4 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
5 Amend 2010 Share Incentive Plan For Against Mgmt
6 Authorize the Holding of the 2014 AGM at a Location For For Mgmt
Outside Ireland
7 Authorize Open-Market Purchases of Class A Ordinary For For Mgmt
Shares
8 Determine the Price Range at which Accenture Plc can For For Mgmt
Re-issue Shares that it Acquires as Treasury Stock
9 Report on Lobbying Payments and Policy Against For ShrHlder
MEETING DATE COMPANY TICKER SECURITY ID
02/07/13 Rockwell Collins, Inc. COL 774341101
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director John A. Edwardson For For Mgmt
1.2 Elect Director Andrew J. Policano For For Mgmt
1.3 Elect Director Jeffrey L. Turner For For Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
3 Ratify Auditors For For Mgmt
4 Approve Qualified Employee Stock Purchase Plan For For Mgmt
5 Declassify the Board of Directors None For ShrHlder
MEETING DATE COMPANY TICKER SECURITY ID
02/28/13 AmerisourceBergen Corporation ABC 03073E105
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Steven H. Collis For For Mgmt
1.2 Elect Director Douglas R. Conant For For Mgmt
1.3 Elect Director Richard W. Gochnauer For For Mgmt
1.4 Elect Director Richard C. Gozon For For Mgmt
1.5 Elect Director Edward E. Hagenlocker For For Mgmt
1.6 Elect Director Kathleen W. Hyle For For Mgmt
1.7 Elect Director Michael J. Long For For Mgmt
1.8 Elect Director Henry W. McGee For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
Page 6
MEETING DATE COMPANY TICKER SECURITY ID
03/06/13 The Walt Disney Company DIS 254687106
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.a Elect Director Susan E. Arnold For For Mgmt
1.b Elect Director John S. Chen For For Mgmt
1.c Elect Director Judith L. Estrin For For Mgmt
1.d Elect Director Robert A. Iger For For Mgmt
1.e Elect Director Fred H. Langhammer For For Mgmt
1.f Elect Director Aylwin B. Lewis For For Mgmt
1.g Elect Director Monica C. Lozano For For Mgmt
1.h Elect Director Robert W. Matschullat For For Mgmt
1.i Elect Director Sheryl K. Sandberg For For Mgmt
1.j Elect Director Orin C. Smith For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Executive Incentive Bonus Plan For For Mgmt
4 Advisory Vote to Ratify Named Executive Officers' For Against Mgmt
Compensation
5 Adopt Proxy Access Right Against For ShrHlder
6 Require Independent Board Chairman Against For ShrHlder
MEETING DATE COMPANY TICKER SECURITY ID
03/12/13 The Toro Company TTC 891092108
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Robert C. Buhrmaster For For Mgmt
1.2 Elect Director James C. O'Rourke For For Mgmt
1.3 Elect Director Christopher A. Twomey For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Ratify Auditors For For Mgmt
4 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
MEETING DATE COMPANY TICKER SECURITY ID
03/13/13 Analog Devices, Inc. ADI 032654105
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director Ray Stata For For Mgmt
1b Elect Director Jerald G. Fishman For For Mgmt
1c Elect Director James A. Champy For For Mgmt
1d Elect Director John C. Hodgson For For Mgmt
1e Elect Director Yves-Andre Istel For For Mgmt
1f Elect Director Neil Novich For For Mgmt
1g Elect Director F. Grant Saviers For For Mgmt
1h Elect Director Paul J. Severino For For Mgmt
1i Elect Director Kenton J. Sicchitano For For Mgmt
1j Elect Director Lisa T. Su For For Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
3 Approve Executive Incentive Bonus Plan For For Mgmt
4 Ratify Auditors For For Mgmt
MEETING DATE COMPANY TICKER SECURITY ID
03/13/13 Franklin Resources, Inc. BEN 354613101
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director Samuel H. Armacost For For Mgmt
1b Elect Director Peter K. Barker For For Mgmt
1c Elect Director Charles Crocker For For Mgmt
1d Elect Director Charles B. Johnson For For Mgmt
1e Elect Director Gregory E. Johnson For For Mgmt
1f Elect Director Rupert H. Johnson, Jr. For For Mgmt
1g Elect Director Mark C. Pigott For For Mgmt
1h Elect Director Chutta Ratnathicam For For Mgmt
1i Elect Director Laura Stein For For Mgmt
1j Elect Director Anne M. Tatlock For For Mgmt
1k Elect Director Geoffrey Y. Yang For For Mgmt
2 Ratify Auditors For For Mgmt
3 Institute Procedures to Prevent Investments in Companies Against Against ShrHlder
that Contribute to Genocide or Crimes Against Humanity
MEETING DATE COMPANY TICKER SECURITY ID
03/20/13 Covidien plc COV G2554F105
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director Jose E. Almeida For For Mgmt
1b Elect Director Joy A. Amundson For For Mgmt
1c Elect Director Craig Arnold For For Mgmt
1d Elect Director Robert H. Brust For For Mgmt
1e Elect Director John M. Connors, Jr. For For Mgmt
1f Elect Director Christopher J. Coughlin For For Mgmt
1g Elect Director Randall J. Hogan, III For For Mgmt
1h Elect Director Martin D. Madaus For For Mgmt
1i Elect Director Dennis H. Reilley For For Mgmt
1j Elect Director Joseph A. Zaccagnino For For Mgmt
2 Approve Auditors and Authorize Board to Fix Their For For Mgmt
Remuneration
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
4 Amend Omnibus Stock Plan For For Mgmt
5 Authorize Open-Market Purchases of Ordinary Shares For For Mgmt
6 Authorize the Price Range at which the Company can For For Mgmt
Reissue Shares that it holds as Treasury Shares
7 Amend Articles of Association to expand the authority to For For Mgmt
execute instruments of transfer
8 Approve Creation of Distributable Reserves For For Mgmt
Page 7
MEETING DATE COMPANY TICKER SECURITY ID
03/20/13 MAXIMUS, Inc. MMS 577933104
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Paul R. Lederer For For Mgmt
1.2 Elect Director Peter B. Pond For For Mgmt
1.3 Elect Director James R. Thompson, Jr. For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
4 Ratify Auditors For For Mgmt
MEETING DATE COMPANY TICKER SECURITY ID
03/26/13 CLARCOR Inc. CLC 179895107
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Robert J. Burgstahler For For Mgmt
1.2 Elect Director Paul Donovan For For Mgmt
1.3 Elect Director Christopher L. Conway For For Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
3 Ratify Auditors For For Mgmt
MEETING DATE COMPANY TICKER SECURITY ID
04/16/13 Fastenal Company FAST 311900104
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director Robert A. Kierlin For For Mgmt
1b Elect Director Stephen M. Slaggie For For Mgmt
1c Elect Director Michael M. Gostomski For For Mgmt
1d Elect Director Willard D. Oberton For For Mgmt
1e Elect Director Michael J. Dolan For For Mgmt
1f Elect Director Reyne K. Wisecup For For Mgmt
1g Elect Director Hugh L. Miller For For Mgmt
1h Elect Director Michael J. Ancius For For Mgmt
1i Elect Director Scott A. Satterlee For For Mgmt
1j Elect Director Rita J. Heise For For Mgmt
1k Elect Director Darren R. Jackson For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
MEETING DATE COMPANY TICKER SECURITY ID
04/16/13 Public Service Enterprise Group Incorporated PEG 744573106
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Albert R. Gamper, Jr. For For Mgmt
1.2 Elect Director William V. Hickey For For Mgmt
1.3 Elect Director Ralph Izzo For For Mgmt
1.4 Elect Director Shirley Ann Jackson For For Mgmt
1.5 Elect Director David Lilley For For Mgmt
1.6 Elect Director Thomas A. Renyi For For Mgmt
1.7 Elect Director Hak Cheol Shin For For Mgmt
1.8 Elect Director Richard J. Swift For For Mgmt
1.9 Elect Director Susan Tomasky For For Mgmt
1.10 Elect Director Alfred W. Zollar For For Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
3 Amend Omnibus Stock Plan For For Mgmt
4 Amend Nonqualified Employee Stock Purchase Plan For For Mgmt
5 Ratify Auditors For For Mgmt
6 Reduce Supermajority Vote Requirement Against For ShrHlder
MEETING DATE COMPANY TICKER SECURITY ID
04/16/13 U.S. Bancorp USB 902973304
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director Douglas M. Baker, Jr. For For Mgmt
1b Elect Director Y. Marc Belton For For Mgmt
1c Elect Director Victoria Buyniski Gluckman For For Mgmt
1d Elect Director Arthur D. Collins, Jr. For For Mgmt
1e Elect Director Richard K. Davis For For Mgmt
1f Elect Director Roland A. Hernandez For For Mgmt
1g Elect Director Doreen Woo Ho For For Mgmt
1h Elect Director Joel W. Johnson For For Mgmt
1i Elect Director Olivia F. Kirtley For For Mgmt
1j Elect Director Jerry W. Levin For For Mgmt
1k Elect Director David B. O'Maley For For Mgmt
1l Elect Director O'dell M. Owens For For Mgmt
1m Elect Director Craig D. Schnuck For For Mgmt
1n Elect Director Patrick T. Stokes For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
4 Require Independent Board Chairman Against Against ShrHlder
Page 8
MEETING DATE COMPANY TICKER SECURITY ID
04/17/13 Discover Financial Services DFS 254709108
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Jeffrey S. Aronin For For Mgmt
1.2 Elect Director Mary K. Bush For For Mgmt
1.3 Elect Director Gregory C. Case For For Mgmt
1.4 Elect Director Cynthia A. Glassman For For Mgmt
1.5 Elect Director Richard H. Lenny For For Mgmt
1.6 Elect Director Thomas G. Maheras For For Mgmt
1.7 Elect Director Michael H. Moskow For For Mgmt
1.8 Elect Director David W. Nelms For For Mgmt
1.9 Elect Director E. Follin Smith For For Mgmt
1.10 Elect Director Mark A. Thierer For For Mgmt
1.11 Elect Director Lawrence A. Weinbach For For Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
3 Ratify Auditors For For Mgmt
MEETING DATE COMPANY TICKER SECURITY ID
04/18/13 Texas Instruments Incorporated TXN 882508104
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director Ralph W. Babb, JR. For For Mgmt
1b Elect Director Mark A. Blinn For For Mgmt
1c Elect Director Daniel A. Carp For For Mgmt
1d Elect Director Carrie S. Cox For For Mgmt
1e Elect Director Pamela H. Patsley For For Mgmt
1f Elect Director Robert E. Sanchez For For Mgmt
1g Elect Director Wayne R. Sanders For For Mgmt
1h Elect Director Ruth J. Simmons For For Mgmt
1i Elect Director Richard K. Templeton For For Mgmt
1j Elect Director Christine Todd Whitman For For Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
3 Ratify Auditors For For Mgmt
MEETING DATE COMPANY TICKER SECURITY ID
04/19/13 South Jersey Industries, Inc. SJI 838518108
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Sarah M. Barpoulis For For Mgmt
1.2 Elect Director Thomas A. Bracken For For Mgmt
1.3 Elect Director Keith S. Campbell For For Mgmt
1.4 Elect Director Sheila Hartnett-Devlin For For Mgmt
1.5 Elect Director Victor A. Fortkiewicz For For Mgmt
1.6 Elect Director Edward J. Graham For For Mgmt
1.7 Elect Director Walter M. Higgins, III For For Mgmt
1.8 Elect Director Sunita Holzer For For Mgmt
1.9 Elect Director Joseph H. Petrowski For For Mgmt
1.10 Elect Director Frank L. Sims For For Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
3 Ratify Auditors For For Mgmt
MEETING DATE COMPANY TICKER SECURITY ID
04/22/13 Genuine Parts Company GPC 372460105
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Mary B. Bullock For For Mgmt
1.2 Elect Director Paul D. Donahue For For Mgmt
1.3 Elect Director Jean Douville For For Mgmt
1.4 Elect Director Thomas C. Gallagher For For Mgmt
1.5 Elect Director George C. 'Jack' Guynn For For Mgmt
1.6 Elect Director John R. Holder For For Mgmt
1.7 Elect Director John D. Johns For For Mgmt
1.8 Elect Director Michael M. E. Johns For For Mgmt
1.9 Elect Director Robert C. 'Robin' Loudermilk, Jr. For For Mgmt
1.10 Elect Director Wendy B. Needham For For Mgmt
1.11 Elect Director Jerry W. Nix For For Mgmt
1.12 Elect Director Gary W. Rollins For For Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
3 Ratify Auditors For For Mgmt
MEETING DATE COMPANY TICKER SECURITY ID
04/23/13 FMC Corporation FMC 302491303
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Pierre Brondeau For For Mgmt
1.2 Elect Director Dirk A. Kempthorne For For Mgmt
1.3 Elect Director Robert C. Pallash For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
4 Declassify the Board of Directors For For Mgmt
Page 9
MEETING DATE COMPANY TICKER SECURITY ID
04/23/13 T. Rowe Price Group, Inc. TROW 74144T108
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director Edward C. Bernard For For Mgmt
1b Elect Director James T. Brady For For Mgmt
1c Elect Director Mary K. Bush For For Mgmt
1d Elect Director Donald B. Hebb, Jr. For For Mgmt
1e Elect Director Freeman A. Hrabowski, III For For Mgmt
1f Elect Director James A.C. Kennedy For For Mgmt
1g Elect Director Robert F. MacLellan For For Mgmt
1h Elect Director Brian C. Rogers For For Mgmt
1i Elect Director Alfred Sommer For For Mgmt
1j Elect Director Dwight S. Taylor For For Mgmt
1k Elect Director Anne Marie Whittemore For For Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
3 Ratify Auditors For For Mgmt
MEETING DATE COMPANY TICKER SECURITY ID
04/23/13 VF Corporation VFC 918204108
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Richard T. Carucci For For Mgmt
1.2 Elect Director Juliana L. Chugg For For Mgmt
1.3 Elect Director George Fellows For For Mgmt
1.4 Elect Director Clarence Otis, Jr. For For Mgmt
1.5 Elect Director Matthew J. Shattock For For Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
3 Approve Executive Incentive Bonus Plan For For Mgmt
4 Ratify Auditors For For Mgmt
MEETING DATE COMPANY TICKER SECURITY ID
04/24/13 Ball Corporation BLL 058498106
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Hanno C. Fiedler For Withhold Mgmt
1.2 Elect Director John F. Lehman For Withhold Mgmt
1.3 Elect Director Georgia R. Nelson For Withhold Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
5 Require a Majority Vote for the Election of Directors Against For ShrHlder
MEETING DATE COMPANY TICKER SECURITY ID
04/24/13 The Coca-Cola Company KO 191216100
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Herbert A. Allen For For Mgmt
1.2 Elect Director Ronald W. Allen For Against Mgmt
1.3 Elect Director Howard G. Buffett For For Mgmt
1.4 Elect Director Richard M. Daley For For Mgmt
1.5 Elect Director Barry Diller For For Mgmt
1.6 Elect Director Helene D. Gayle For For Mgmt
1.7 Elect Director Evan G. Greenberg For For Mgmt
1.8 Elect Director Alexis M. Herman For For Mgmt
1.9 Elect Director Muhtar Kent For For Mgmt
1.10 Elect Director Robert A. Kotick For For Mgmt
1.11 Elect Director Maria Elena Lagomasino For For Mgmt
1.12 Elect Director Donald F. McHenry For For Mgmt
1.13 Elect Director Sam Nunn For For Mgmt
1.14 Elect Director James D. Robinson, III For For Mgmt
1.15 Elect Director Peter V. Ueberroth For For Mgmt
1.16 Elect Director Jacob Wallenberg For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For Against Mgmt
Compensation
4 Provide Right to Call Special Meeting For For Mgmt
5 Establish Board Committee on Human Rights Against Against ShrHlder
MEETING DATE COMPANY TICKER SECURITY ID
04/24/13 W.W. Grainger, Inc. GWW 384802104
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Brian P. Anderson For For Mgmt
1.2 Elect Director V. Ann Hailey For For Mgmt
1.3 Elect Director William K. Hall For For Mgmt
1.4 Elect Director Stuart L. Levenick For For Mgmt
1.5 Elect Director John W. McCarter, Jr. For For Mgmt
1.6 Elect Director Neil S. Novich For For Mgmt
1.7 Elect Director Michael J. Roberts For For Mgmt
1.8 Elect Director Gary L. Rogers For For Mgmt
1.9 Elect Director James T. Ryan For For Mgmt
1.10 Elect Director E. Scott Santi For For Mgmt
1.11 Elect Director James D. Slavik For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
Page 10
MEETING DATE COMPANY TICKER SECURITY ID
04/25/13 Cullen/Frost Bankers, Inc. CFR 229899109
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director R. Denny Alexander For For Mgmt
1.2 Elect Director Carlos Alvarez For For Mgmt
1.3 Elect Director Royce S. Caldwell For For Mgmt
1.4 Elect Director Crawford H. Edwards For For Mgmt
1.5 Elect Director Ruben M. Escobedo For For Mgmt
1.6 Elect Director Richard W. Evans, Jr. For For Mgmt
1.7 Elect Director Patrick B. Frost For For Mgmt
1.8 Elect Director David J. Haemisegger For For Mgmt
1.9 Elect Director Karen E. Jennings For For Mgmt
1.10 Elect Director Richard M. Kleberg, III For For Mgmt
1.11 Elect Director Charles W. Matthews For For Mgmt
1.12 Elect Director Ida Clement Steen For For Mgmt
1.13 Elect Director Horace Wilkins, Jr. For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
MEETING DATE COMPANY TICKER SECURITY ID
04/25/13 Johnson & Johnson JNJ 478160104
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Mary Sue Coleman For For Mgmt
1.2 Elect Director James G. Cullen For For Mgmt
1.3 Elect Director Ian E.L. Davis For For Mgmt
1.4 Elect Director Alex Gorsky For For Mgmt
1.5 Elect Director Michael M.E. Johns For For Mgmt
1.6 Elect Director Susan L. Lindquist For For Mgmt
1.7 Elect Director Anne M. Mulcahy For For Mgmt
1.8 Elect Director Leo F. Mullin For For Mgmt
1.9 Elect Director William D. Perez For For Mgmt
1.10 Elect Director Charles Prince For For Mgmt
1.11 Elect Director A. Eugene Washington For For Mgmt
1.12 Elect Director Ronald A. Williams For For Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
3 Ratify Auditors For For Mgmt
4 Stock Retention/Holding Period Against For ShrHlder
5 Screen Political Contributions for Consistency with Against Against ShrHlder
Corporate Values
6 Require Independent Board Chairman Against Against ShrHlder
MEETING DATE COMPANY TICKER SECURITY ID
04/25/13 Lockheed Martin Corporation LMT 539830109
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Nolan D. Archibald For For Mgmt
1.2 Elect Director Rosalind G. Brewer For For Mgmt
1.3 Elect Director David B. Burritt For For Mgmt
1.4 Elect Director James O. Ellis, Jr. For For Mgmt
1.5 Elect Director Thomas J. Falk For For Mgmt
1.6 Elect Director Marillyn A. Hewson For For Mgmt
1.7 Elect Director Gwendolyn S. King For For Mgmt
1.8 Elect Director James M. Loy For For Mgmt
1.9 Elect Director Douglas H. McCorkindale For For Mgmt
1.10 Elect Director Joseph W. Ralston For For Mgmt
1.11 Elect Director Anne Stevens For For Mgmt
1.12 Elect Director Robert J. Stevens For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
4 Provide Right to Act by Written Consent Against For ShrHlder
5 Require Independent Board Chairman Against Against ShrHlder
6 Report on Lobbying Payments and Policy Against Against ShrHlder
MEETING DATE COMPANY TICKER SECURITY ID
04/25/13 Pfizer Inc. PFE 717081103
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Dennis A. Ausiello For For Mgmt
1.2 Elect Director M. Anthony Burns For For Mgmt
1.3 Elect Director W. Don Cornwell For For Mgmt
1.4 Elect Director Frances D. Fergusson For For Mgmt
1.5 Elect Director William H. Gray, III For For Mgmt
1.6 Elect Director Helen H. Hobbs For For Mgmt
1.7 Elect Director Constance J. Horner For For Mgmt
1.8 Elect Director James M. Kilts For For Mgmt
1.9 Elect Director George A. Lorch For For Mgmt
1.10 Elect Director Suzanne Nora Johnson For For Mgmt
1.11 Elect Director Ian C. Read For For Mgmt
1.12 Elect Director Stephen W. Sanger For For Mgmt
1.13 Elect Director Marc Tessier-Lavigne For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
4 Stock Retention/Holding Period Against For ShrHlder
5 Provide Right to Act by Written Consent Against For ShrHlder
Page 11
MEETING DATE COMPANY TICKER SECURITY ID
04/25/13 Torchmark Corporation TMK 891027104
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Charles E. Adair For For Mgmt
1.2 Elect Director Marilyn A. Alexander For For Mgmt
1.3 Elect Director David L. Boren For For Mgmt
1.4 Elect Director Jane M. Buchan For For Mgmt
1.5 Elect Director Gary L. Coleman For For Mgmt
1.6 Elect Director Larry M. Hutchison For For Mgmt
1.7 Elect Director Robert W. Ingram For For Mgmt
1.8 Elect Director Mark S. McAndrew For For Mgmt
1.9 Elect Director Lloyd W. Newton For For Mgmt
1.10 Elect Director Wesley D. Protheroe For For Mgmt
1.11 Elect Director Darren M. Rebelez For For Mgmt
1.12 Elect Director Lamar C. Smith For For Mgmt
1.13 Elect Director Paul J. Zucconi For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Executive Incentive Bonus Plan For For Mgmt
4 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
MEETING DATE COMPANY TICKER SECURITY ID
04/26/13 Abbott Laboratories ABT 002824100
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Robert J. Alpern For For Mgmt
1.2 Elect Director Roxanne S. Austin For For Mgmt
1.3 Elect Director Sally E. Blount For For Mgmt
1.4 Elect Director W. James Farrell For For Mgmt
1.5 Elect Director Edward M. Liddy For For Mgmt
1.6 Elect Director Nancy McKinstry For For Mgmt
1.7 Elect Director Phebe N. Novakovic For For Mgmt
1.8 Elect Director William A. Osborn For For Mgmt
1.9 Elect Director Samuel C. Scott, III For For Mgmt
1.10 Elect Director Glenn F. Tilton For For Mgmt
1.11 Elect Director Miles D. White For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
4 Label and Eliminate GMO Ingredients in Products Against Against ShrHlder
5 Report on Lobbying Payments and Policy Against For ShrHlder
6 Require Independent Board Chairman Against Against ShrHlder
7 Stock Retention/Holding Period Against For ShrHlder
8 Cease Compliance Adjustments to Performance Criteria Against For ShrHlder
9 Pro-rata Vesting of Equity Awards Against For ShrHlder
MEETING DATE COMPANY TICKER SECURITY ID
04/26/13 Bank of Hawaii Corporation BOH 062540109
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director S. Haunani Apoliona For For Mgmt
1.2 Elect Director Mary G.F. Bitterman For For Mgmt
1.3 Elect Director Mark A. Burak For For Mgmt
1.4 Elect Director Michael J. Chun For For Mgmt
1.5 Elect Director Clinton R. Churchill For For Mgmt
1.6 Elect Director David A. Heenan For For Mgmt
1.7 Elect Director Peter S. Ho For For Mgmt
1.8 Elect Director Robert Huret For For Mgmt
1.9 Elect Director Kent T. Lucien For For Mgmt
1.10 Elect Director Martin A. Stein For For Mgmt
1.11 Elect Director Donald M. Takaki For For Mgmt
1.12 Elect Director Barbara J. Tanabe For For Mgmt
1.13 Elect Director Raymond P. Vara, Jr. For For Mgmt
1.14 Elect Director Robert W. Wo For For Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
3 Ratify Auditors For For Mgmt
MEETING DATE COMPANY TICKER SECURITY ID
04/26/13 Cleco Corporation CNL 12561W105
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Logan W. Kruger For For Mgmt
1.2 ElectDirector Bruce A. Williamson For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
4 Amend Bylaws to Eliminate Cumulative Voting and For For Mgmt
Declassify the Board
5 Eliminate Cumulative Voting For For Mgmt
6 Report on Sustainability Against For ShrHlder
Page 12
MEETING DATE COMPANY TICKER SECURITY ID
04/26/13 Owens & Minor, Inc. OMI 690732102
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Richard E. Fogg For For Mgmt
1.2 Elect Director John W. Gerdelman For For Mgmt
1.3 Elect Director Lemuel E. Lewis For For Mgmt
1.4 Elect Director Martha H. Marsh For For Mgmt
1.5 Elect Director Eddie N. Moore, Jr. For For Mgmt
1.6 Elect Director James E. Rogers For For Mgmt
1.7 Elect Director Robert C. Sledd For For Mgmt
1.8 Elect Director Craig R. Smith For For Mgmt
1.9 Elect Director Anne Marie Whittemore For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
MEETING DATE COMPANY TICKER SECURITY ID
04/29/13 United Technologies Corporation UTX 913017109
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director Louis R. Chenevert For For Mgmt
1b Elect Director John V. Faraci For For Mgmt
1c Elect Director Jean-Pierre Garnier For For Mgmt
1d Elect Director Jamie S. Gorelick For For Mgmt
1e Elect Director Edward A. Kangas For For Mgmt
1f Elect Director Ellen J. Kullman For For Mgmt
1g Elect Director Marshall O. Larsen For For Mgmt
1h Elect Director Harold McGraw, III For For Mgmt
1i Elect Director Richard B. Myers For For Mgmt
1j Elect Director H. Patrick Swygert For For Mgmt
1k Elect Director Andre Villeneuve For For Mgmt
1l Elect Director Christine Todd Whitman For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
MEETING DATE COMPANY TICKER SECURITY ID
04/30/13 H. J. Heinz Company HNZ 423074103
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1 Approve Merger Agreement For For Mgmt
2 Adjourn Meeting For For Mgmt
3 Advisory Vote on Golden Parachutes For Against Mgmt
MEETING DATE COMPANY TICKER SECURITY ID
04/30/13 International Business Machines Corporation IBM 459200101
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Alain J.P. Belda For For Mgmt
1.2 Elect Director William R. Brody For For Mgmt
1.3 Elect Director Kenneth I. Chenault For For Mgmt
1.4 Elect Director Michael L. Eskew For For Mgmt
1.5 Elect Director David N. Farr For For Mgmt
1.6 Elect Director Shirley Ann Jackson For For Mgmt
1.7 Elect Director Andrew N. Liveris For For Mgmt
1.8 Elect Director W. James McNerney, Jr. For For Mgmt
1.9 Elect Director James W. Owens For For Mgmt
1.10 Elect Director Virginia M. Rometty For For Mgmt
1.11 Elect Director Joan E. Spero For For Mgmt
1.12 Elect Director Sidney Taurel For For Mgmt
1.13 Elect Director Lorenzo H. Zambrano For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
4 Report on Lobbying Payments and Policy Against For ShrHlder
5 Provide Right to Act by Written Consent Against For ShrHlder
6 Require Independent Board Chairman Against For ShrHlder
7 Stock Retention/Holding Period Against For ShrHlder
MEETING DATE COMPANY TICKER SECURITY ID
04/30/13 Stryker Corporation SYK 863667101
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director Howard E. Cox, Jr. For For Mgmt
1b Elect Director Srikant M. Datar For For Mgmt
1c Elect Director Roch Doliveux For For Mgmt
1d Elect Director Louise L. Francesconi For For Mgmt
1e Elect Director Allan C. Golston For For Mgmt
1f Elect Director Howard L. Lance For For Mgmt
1g Elect Director Kevin A. Lobo For For Mgmt
1h Elect Director William U. Parfet For For Mgmt
1i Elect Director Ronda E. Stryker For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
Page 13
MEETING DATE COMPANY TICKER SECURITY ID
04/30/13 The Chubb Corporation CB 171232101
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Election Of Director Zoe Baird Budinger For For Mgmt
1b Election Of Director Sheila P. Burke For For Mgmt
1c Election Of Director James I. Cash, Jr. For For Mgmt
1d Election Of Director John D. Finnegan For For Mgmt
1e Election Of Director Lawrence W. Kellner For For Mgmt
1f Election Of Director Martin G. Mcguinn For For Mgmt
1g Election Of Director Lawrence M. Small For For Mgmt
1h Election Of Director Jess Soderberg For For Mgmt
1i Election Of Director Daniel E. Somers For For Mgmt
1j Election Of Director William C. Weldon For For Mgmt
1k Election Of Director James M. Zimmerman For For Mgmt
1l Election Of Director Alfred W. Zollar For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
4 Require Consistency with Corporate Values and Report on Against Against ShrHlder
Political Contributions
5 Report on Sustainability Against For ShrHlder
MEETING DATE COMPANY TICKER SECURITY ID
04/30/13 Total System Services, Inc. TSS 891906109
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director James H. Blanchard For For Mgmt
1.2 Elect Director Richard Y. Bradley For For Mgmt
1.3 Elect Director Kriss Cloninger III For For Mgmt
1.4 Elect Director Walter W. Driver, Jr. For For Mgmt
1.5 Elect Director Gardiner W. Garrard, Jr. For For Mgmt
1.6 Elect Director Sidney E. Harris For For Mgmt
1.7 Elect Director Mason H. Lampton For For Mgmt
1.8 Elect Director H. Lynn Page For For Mgmt
1.9 Elect Director Philip W. Tomlinson For For Mgmt
1.10 Elect Director John T. Turner For For Mgmt
1.11 Elect Director Richard W. Ussery For For Mgmt
1.12 Elect Director M. Troy Woods For For Mgmt
1.13 Elect Director James D. Yancey For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
MEETING DATE COMPANY TICKER SECURITY ID
04/30/13 Valmont Industries, Inc. VMI 920253101
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Kaj den Daas For For Mgmt
1.2 Elect Director James B. Milliken For For Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
3 Approve Omnibus Stock Plan For For Mgmt
4 Approve Executive Incentive Bonus Plan For For Mgmt
5 Ratify Auditors For For Mgmt
MEETING DATE COMPANY TICKER SECURITY ID
05/01/13 General Dynamics Corporation GD 369550108
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Mary T. Barra For For Mgmt
1.2 Elect Director Nicholas D. Chabraja For For Mgmt
1.3 Elect Director James S. Crown For For Mgmt
1.4 Elect Director William P. Fricks For For Mgmt
1.5 Elect Director Paul G. Kaminski For For Mgmt
1.6 Elect Director John M. Keane For For Mgmt
1.7 Elect Director Lester L. Lyles For For Mgmt
1.8 Elect Director Phebe N. Novakovic For For Mgmt
1.9 Elect Director William A. Osborn For For Mgmt
1.10 Elect Director Robert Walmsley For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For Against Mgmt
Compensation
4 Report on Lobbying Payments and Policy Against For ShrHlder
5 Review and Assess Human Rights Policy Against For ShrHlder
MEETING DATE COMPANY TICKER SECURITY ID
05/01/13 PepsiCo, Inc. PEP 713448108
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Shona L. Brown For For Mgmt
1.2 Elect Director George W. Buckley For For Mgmt
1.3 Elect Director Ian M. Cook For For Mgmt
1.4 Elect Director Dina Dublon For For Mgmt
1.5 Elect Director Victor J. Dzau For For Mgmt
1.6 Elect Director Ray L. Hunt For For Mgmt
1.7 Elect Director Alberto Ibarguen For For Mgmt
1.8 Elect Director Indra K. Nooyi For For Mgmt
1.9 Elect Director Sharon Percy Rockefeller For For Mgmt
1.10 Elect Director James J. Schiro For For Mgmt
1.11 Elect Director Lloyd G. Trotter For For Mgmt
1.12 Elect Director Daniel Vasella For For Mgmt
1.13 Elect Director Alberto Weisser For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
Page 14
MEETING DATE COMPANY TICKER SECURITY ID
05/01/13 Validus Holdings, Ltd. VR G9319H102
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Edward J. Noonan For Withhold Mgmt
1.2 Elect Director Mahmoud Abdallah For For Mgmt
1.3 Elect Director Jeffrey W. Greenberg For Withhold Mgmt
1.4 Elect Director John J. Hendrickson For Withhold Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
3 Ratify PricewaterhouseCoopers Hamilton Bermuda as For For Mgmt
Independent Auditors
MEETING DATE COMPANY TICKER SECURITY ID
05/02/13 Allied World Assurance Company Holdings, AG AWH G0219G203
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Barbara T. Alexander as Director For For Mgmt
1.2 Elect Scott Hunter as Director For For Mgmt
1.3 Elect Patrick de Saint-Aignan as Director For For Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
3 Accept Consolidated Financial Statements and Statutory For For Mgmt
Reports
4 Approve Retention of Disposable Profits For For Mgmt
5 Approve Dividends For For Mgmt
6 Approve Reduction in Share Capital For For Mgmt
7 Appoint Deloitte & Touche Ltd. as Independent Auditors For For Mgmt
and Deloitte AG as Statutory Auditors
8 Appoint PricewaterhouseCoopers AG as Special Auditor For For Mgmt
9 Approve Discharge of Board and Senior Management For For Mgmt
MEETING DATE COMPANY TICKER SECURITY ID
05/02/13 Church & Dwight Co., Inc. CHD 171340102
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director Bradley C. Irwin For For Mgmt
1b Elect Director Penry W. Price For For Mgmt
1c Elect Director Arthur B. Winkleblack For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
4 Ratify Auditors For For Mgmt
MEETING DATE COMPANY TICKER SECURITY ID
05/02/13 Equifax Inc. EFX 294429105
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director James E. Copeland, Jr. For For Mgmt
1b Elect Director Robert D. Daleo For For Mgmt
1c Elect Director Walter W. Driver, Jr. For For Mgmt
1d Elect Director Mark L. Feidler For For Mgmt
1e Elect Director L. Phillip Humann For For Mgmt
1f Elect Director Siri S. Marshall For For Mgmt
1g Elect Director John A. McKinley For For Mgmt
1h Elect Director Richard F. Smith For For Mgmt
1i Elect Director Mark B. Templeton For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Amend Omnibus Stock Plan For For Mgmt
5 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
MEETING DATE COMPANY TICKER SECURITY ID
05/02/13 Kimberly-Clark Corporation KMB 494368103
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director John R. Alm For For Mgmt
1.2 Elect Director John F. Bergstrom For For Mgmt
1.3 Elect Director Abelardo E. Bru For For Mgmt
1.4 Elect Director Robert W. Decherd For For Mgmt
1.5 Elect Director Thomas J. Falk For For Mgmt
1.6 Elect Director Fabian T. Garcia For For Mgmt
1.7 Elect Director Mae C. Jemison For For Mgmt
1.8 Elect Director James M. Jenness For For Mgmt
1.9 Elect Director Nancy J. Karch For For Mgmt
1.10 Elect Director Ian C. Read For For Mgmt
1.11 Elect Director Linda Johnson Rice For For Mgmt
1.12 Elect Director Marc J. Shapiro For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
Page 15
MEETING DATE COMPANY TICKER SECURITY ID
05/02/13 RLI Corp. RLI 749607107
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Kaj Ahlmann For For Mgmt
1.2 Elect Director Barbara R. Allen For For Mgmt
1.3 Elect Director John T. Baily For For Mgmt
1.4 Elect Director Jordan W. Graham For For Mgmt
1.5 Elect Director Gerald I. Lenrow For For Mgmt
1.6 Elect Director Charles M. Linke For For Mgmt
1.7 Elect Director F. Lynn McPheeters For For Mgmt
1.8 Elect Director Jonathan E. Michael For For Mgmt
1.9 Elect Director Michael J. Stone For For Mgmt
1.10 Elect Director Robert O. Viets For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
MEETING DATE COMPANY TICKER SECURITY ID
05/02/13 Starwood Property Trust, Inc. STWD 85571B105
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Richard D. Bronson For For Mgmt
1.2 Elect Director Jeffrey F. DiModica For For Mgmt
1.3 Elect Director Jeffrey G. Dishner For For Mgmt
1.4 Elect Director Camille J. Douglas For For Mgmt
1.5 Elect Director Boyd W. Fellows For For Mgmt
1.6 Elect Director Barry S. Sternlicht For For Mgmt
1.7 Elect Director Strauss Zelnick For For Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
3 Ratify Auditors For For Mgmt
4 Amend Omnibus Stock Plan For For Mgmt
MEETING DATE COMPANY TICKER SECURITY ID
05/02/13 Wisconsin Energy Corporation WEC 976657106
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director John F. Bergstrom For For Mgmt
1.2 Elect Director Barbara L. Bowles For For Mgmt
1.3 Elect Director Patricia W. Chadwick For For Mgmt
1.4 Elect Director Curt S. Culver For For Mgmt
1.5 Elect Director Thomas J. Fischer For For Mgmt
1.6 Elect Director Gale E. Klappa For For Mgmt
1.7 Elect Director Henry W. Knueppel For For Mgmt
1.8 Elect Director Ulice Payne, Jr. For For Mgmt
1.9 Elect Director Mary Ellen Stanek For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
MEETING DATE COMPANY TICKER SECURITY ID
05/03/13 AXIS Capital Holdings Limited AXS G0692U109
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Geoffrey Bell as Director For For Mgmt
1.2 Elect Albert A. Benchimol as Director For For Mgmt
1.3 Elect Christopher V. Greetham as Director For For Mgmt
1.4 Elect Maurice A. Keane as Director For For Mgmt
1.5 Elect Henry B. Smith as Director For For Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For Against Mgmt
Compensation
3 Ratify Deloitte & Touche Ltd as Auditors For For Mgmt
MEETING DATE COMPANY TICKER SECURITY ID
05/03/13 Occidental Petroleum Corporation OXY 674599105
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Spencer Abraham For For Mgmt
1.2 Elect Director Howard I. Atkins For For Mgmt
1.3 Elect Director Stephen I. Chazen For For Mgmt
1.4 Elect Director Edward P. Djerejian For For Mgmt
1.5 Elect Director John E. Feick For For Mgmt
1.6 Elect Director Margaret M. Foran For For Mgmt
1.7 Elect Director Carlos M. Gutierrez For For Mgmt
1.8 Elect Director Ray R. Irani For Against Mgmt
1.9 Elect Director Avedick B. Poladian For For Mgmt
1.10 Elect Director Aziz D. Syriani For Against Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
3 Ratify Auditors For For Mgmt
4 Provide Right to Act by Written Consent Against For ShrHlder
Page 16
MEETING DATE COMPANY TICKER SECURITY ID
05/06/13 Altera Corporation ALTR 021441100
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director John P. Daane For For Mgmt
1b Elect Director T. Michael Nevens For For Mgmt
1c Elect Director A. Blaine Bowman For For Mgmt
1d Elect Director Elisha W. Finney For For Mgmt
1e Elect Director Kevin McGarity For For Mgmt
1f Elect Director Shane V. Robison For For Mgmt
1g Elect Director John Shoemaker For For Mgmt
1h Elect Director Thomas H. Waechter For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Amend Qualified Employee Stock Purchase Plan For For Mgmt
5 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
6 Ratify Auditors For For Mgmt
MEETING DATE COMPANY TICKER SECURITY ID
05/06/13 Eli Lilly and Company LLY 532457108
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1 Elect Director Ralph Alvarez For For Mgmt
2 Elect Director Winfried Bischoff For For Mgmt
3 Elect Director R. David Hoover For For Mgmt
4 Elect Director Franklyn G. Prendergast For For Mgmt
5 Elect Director Kathi P. Seifert For For Mgmt
6 Ratify Auditors For For Mgmt
7 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
8 Amend Omnibus Stock Plan For For Mgmt
MEETING DATE COMPANY TICKER SECURITY ID
05/07/13 Baxter International Inc. BAX 071813109
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director Thomas F. Chen For For Mgmt
1b Elect Director Blake E. Devitt For For Mgmt
1c Elect Director John D. Forsyth For For Mgmt
1d Elect Director Gail D. Fosler For For Mgmt
1e Elect Director Carole J. Shapazian For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
4 Declassify the Board of Directors For For Mgmt
5 Provide Right to Call Special Meeting For For Mgmt
MEETING DATE COMPANY TICKER SECURITY ID
05/07/13 Sigma-Aldrich Corporation SIAL 826552101
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director Rebecca M. Bergman For For Mgmt
1b Elect Director George M. Church For For Mgmt
1c Elect Director Michael L. Marberry For For Mgmt
1d Elect Director W. Lee McCollum For For Mgmt
1e Elect Director Avi M. Nash For For Mgmt
1f Elect Director Steven M. Paul For For Mgmt
1g Elect Director J. Pedro Reinhard For For Mgmt
1h Elect Director Rakesh Sachdev For For Mgmt
1i Elect Director D. Dean Spatz For For Mgmt
1j Elect Director Barrett A. Toan For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
MEETING DATE COMPANY TICKER SECURITY ID
05/08/13 AMETEK, Inc. AME 031100100
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Ruby R. Chandy For For Mgmt
1.2 Elect Director Charles D. Klein For For Mgmt
1.3 Elect Director Steven W. Kohlhagen For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
4 Ratify Auditors For For Mgmt
Page 17
MEETING DATE COMPANY TICKER SECURITY ID
05/08/13 AptarGroup, Inc. ATR 038336103
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Alain Chevassus For For Mgmt
1.2 Elect Director Stephen J. Hagge For For Mgmt
1.3 Elect Director Giovanna Kampouri Monnas For For Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
3 Ratify Auditors For For Mgmt
4 Approve Executive Incentive Bonus Plan For For Mgmt
MEETING DATE COMPANY TICKER SECURITY ID
05/08/13 Heartland Payment Systems, Inc. HPY 42235N108
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Robert O. Carr For For Mgmt
1.2 Elect Director Maureen Breakiron-Evans For For Mgmt
1.3 Elect Director Mitchell L. Hollin For For Mgmt
1.4 Elect Director Robert H. Niehaus For For Mgmt
1.5 Elect Director Marc J. Ostro For For Mgmt
1.6 Elect Director Jonathan J. Palmer For For Mgmt
1.7 Elect Director Richard W. Vague For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
MEETING DATE COMPANY TICKER SECURITY ID
05/08/13 MERCURY GENERAL CORPORATION MCY 589400100
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director George Joseph For For Mgmt
1.2 Elect Director Martha E. Marcon For For Mgmt
1.3 Elect Director Donald R. Spuehler For For Mgmt
1.4 Elect Director Richard E. Grayson For For Mgmt
1.5 Elect Director Donald P. Newell For For Mgmt
1.6 Elect Director Bruce A. Bunner For For Mgmt
1.7 Elect Director Christopher Graves For For Mgmt
1.8 Elect Director Michael D. Curtius For For Mgmt
1.9 Elect Director Gabriel Tirador For For Mgmt
2 Approve Executive Incentive Bonus Plan For For Mgmt
MEETING DATE COMPANY TICKER SECURITY ID
05/09/13 Assurant, Inc. AIZ 04621X108
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director Elaine D. Rosen For For Mgmt
1b Elect Director Howard L. Carver For For Mgmt
1c Elect Director Juan N. Cento For For Mgmt
1d Elect Director Elyse Douglas For For Mgmt
1e Elect Director Lawrence V. Jackson For For Mgmt
1f Elect Director David B. Kelso For For Mgmt
1g Elect Director Charles J. Koch For For Mgmt
1h Elect Director Jean-Paul L. Montupet For For Mgmt
1i Elect Director Robert B. Pollock For For Mgmt
1j Elect Director Paul J. Reilly For For Mgmt
1k Elect Director Robert W. Stein For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
MEETING DATE COMPANY TICKER SECURITY ID
05/09/13 C.H. Robinson Worldwide, Inc. CHRW 12541W209
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director Scott P. Anderson For For Mgmt
1b Elect Director Mary J. Steele Guilfoile For For Mgmt
1c Elect Director Jodee A. Kozlak For For Mgmt
1d Elect Director ReBecca Koenig Roloff For For Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
3 Approve Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
MEETING DATE COMPANY TICKER SECURITY ID
05/09/13 CVS Caremark Corporation CVS 126650100
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director C. David Brown II For For Mgmt
1.2 Elect Director David W. Dorman For For Mgmt
1.3 Elect Director Anne M. Finucane For For Mgmt
1.4 Elect Director Kristen Gibney Williams For For Mgmt
1.5 Elect Director Larry J. Merlo For For Mgmt
1.6 Elect Director Jean-Pierre Millon For For Mgmt
1.7 Elect Director Richard J. Swift For For Mgmt
1.8 Elect Director William C. Weldon For For Mgmt
1.9 Elect Director Tony L. White For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
4 Amend Qualified Employee Stock Purchase Plan For For Mgmt
5 Reduce Vote Requirement Under the Fair Price Provision For For Mgmt
6 Report on Political Contributions Against For ShrHlder
7 Pro-rata Vesting of Equity Awards Against For ShrHlder
8 Report on Lobbying Payments and Policy Against For ShrHlder
Page 18
MEETING DATE COMPANY TICKER SECURITY ID
05/09/13 Public Storage PSA 74460D109
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Ronald L. Havner, Jr. For For Mgmt
1.2 Elect Director Tamara Hughes Gustavson For For Mgmt
1.3 Elect Director Uri P. Harkham For For Mgmt
1.4 Elect Director B. Wayne Hughes, Jr. For For Mgmt
1.5 Elect Director Avedick B. Poladian For Withhold Mgmt
1.6 Elect Director Gary E. Pruitt For Withhold Mgmt
1.7 Elect Director Ronald P. Spogli For For Mgmt
1.8 Elect Director Daniel C. Staton For Withhold Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
MEETING DATE COMPANY TICKER SECURITY ID
05/09/13 Reynolds American Inc. RAI 761713106
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director Daniel M. Delen For For Mgmt
1b Elect Director Martin D. Feinstein For Against Mgmt
1c Elect Director Lionel L. Nowell, III For For Mgmt
1d Elect Director Neil R. Withington For For Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
3 Ratify Auditors For For Mgmt
4 Declassify the Board of Directors Against For ShrHlder
MEETING DATE COMPANY TICKER SECURITY ID
05/10/13 CYS Investments, Inc. CYS 12673A108
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Kevin E. Grant For For Mgmt
1.2 Elect Director Tanya S. Beder For For Mgmt
1.3 Elect Director Douglas Crocker, II For For Mgmt
1.4 Elect Director Jeffrey P. Hughes For For Mgmt
1.5 Elect Director Stephen P. Jonas For For Mgmt
1.6 Elect Director Raymond A. Redlingshafer, Jr. For For Mgmt
1.7 Elect Director James A. Stern For For Mgmt
1.8 Elect Director David A. Tyson For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For Against Mgmt
Compensation
4 Ratify Auditors For For Mgmt
MEETING DATE COMPANY TICKER SECURITY ID
05/10/13 Colgate-Palmolive Company CL 194162103
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director Nikesh Arora For For Mgmt
1b Elect Director John T. Cahill For For Mgmt
1c Elect Director Ian Cook For For Mgmt
1d Elect Director Helene D. Gayle For For Mgmt
1e Elect Director Ellen M. Hancock For For Mgmt
1f Elect Director Joseph Jimenez For For Mgmt
1g Elect Director Richard J. Kogan For For Mgmt
1h Elect Director Delano E. Lewis For For Mgmt
1i Elect Director J. Pedro Reinhard For For Mgmt
1j Elect Director Stephen I. Sadove For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
4 Approve Omnibus Stock Plan For For Mgmt
5 Adopt Share Retention Policy For Senior Executives Against For ShrHlder
MEETING DATE COMPANY TICKER SECURITY ID
05/10/13 Mattel, Inc. MAT 577081102
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director Michael J. Dolan For For Mgmt
1b Elect Director Trevor A. Edwards For For Mgmt
1c Elect Director Frances D. Fergusson For For Mgmt
1d Elect Director Dominic Ng For For Mgmt
1e Elect Director Vasant M. Prabhu For For Mgmt
1f Elect Director Andrea L. Rich For For Mgmt
1g Elect Director Dean A. Scarborough For For Mgmt
1h Elect Director Christopher A. Sinclair For For Mgmt
1i Elect Director Bryan G. Stockton For For Mgmt
1j Elect Director Dirk Van de Put For For Mgmt
1k Elect DirectorKathy White Loyd For For Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
3 Ratify Auditors For For Mgmt
4 Require Independent Board Chairman Against Against ShrHlder
Page 19
MEETING DATE COMPANY TICKER SECURITY ID
05/10/13 Questar Corporation STR 748356102
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director Teresa Beck For For Mgmt
1b Elect Director R. D. Cash For For Mgmt
1c Elect Director Laurence M. Downes For For Mgmt
1d Elect Director Christopher A. Helms For For Mgmt
1e Elect Director Ronald W. Jibson For For Mgmt
1f Elect Director Keith O. Rattie For For Mgmt
1g Elect Director Harris H. Simmons For For Mgmt
1h Elect Director Bruce A. Williamson For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
MEETING DATE COMPANY TICKER SECURITY ID
05/14/13 3M Company MMM 88579Y101
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director Linda G. Alvarado For For Mgmt
1b Elect Director Vance D. Coffman For For Mgmt
1c Elect Director Michael L. Eskew For For Mgmt
1d Elect Director W. James Farrell For For Mgmt
1e Elect Director Herbert L. Henkel For For Mgmt
1f Elect Director Muhtar Kent For For Mgmt
1g Elect Director Edward M. Liddy For For Mgmt
1h Elect Director Robert S. Morrison For For Mgmt
1i Elect Director Aulana L. Peters For For Mgmt
1j Elect Director Inge G. Thulin For For Mgmt
1k Elect Director Robert J. Ulrich For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
4 Provide Right to Act by Written Consent Against For ShrHlder
5 Study Feasibility of Prohibiting Political Contributions Against Against ShrHlder
MEETING DATE COMPANY TICKER SECURITY ID
05/14/13 ConocoPhillips COP 20825C104
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director Richard L. Armitage For For Mgmt
1b Elect Director Richard H. Auchinleck For For Mgmt
1c Elect Director James E. Copeland, Jr. For For Mgmt
1d Elect Director Jody L. Freeman For For Mgmt
1e Elect Director Gay Huey Evans For For Mgmt
1f Elect Director Ryan M. Lance For For Mgmt
1g Elect Director Mohd H. Marican For For Mgmt
1h Elect Director Robert A. Niblock For For Mgmt
1i Elect Director Harald J. Norvik For For Mgmt
1j Elect Director William E. Wade, Jr. For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
4 Report on Lobbying Payments and Policy Against For ShrHlder
5 Adopt Quantitative GHG Goals for Products and Operations Against For ShrHlder
6 Amend EEO Policy to Prohibit Discrimination based on Against For ShrHlder
Gender Identity
MEETING DATE COMPANY TICKER SECURITY ID
05/14/13 Cummins Inc. CMI 231021106
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1 Elect Director N. Thomas Linebarger For For Mgmt
2 Elect Director William I. Miller For For Mgmt
3 Elect Director Alexis M. Herman For For Mgmt
4 Elect Director Georgia R. Nelson For For Mgmt
5 Elect Director Carl Ware For For Mgmt
6 Elect Director Robert K. Herdman For For Mgmt
7 Elect Director Robert J. Bernhard For For Mgmt
8 Elect Director Franklin R. Chang Diaz For For Mgmt
9 Elect Director Stephen B. Dobbs For For Mgmt
10 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
11 Ratify Auditors For For Mgmt
12 Require Independent Board Chairman Against Against ShrHlder
MEETING DATE COMPANY TICKER SECURITY ID
05/14/13 National Instruments Corporation NATI 636518102
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director James J. Truchard For For Mgmt
1.2 Elect Director John M. Berra For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Ratify Auditors For For Mgmt
4 Other Business For Against Mgmt
Page 20
MEETING DATE COMPANY TICKER SECURITY ID
05/14/13 The Hanover Insurance Group, Inc. THG 410867105
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Michael P. Angelini For For Mgmt
1.2 Elect Director P. Kevin Condron For For Mgmt
1.3 Elect Director Frederick H. Eppinger For For Mgmt
1.4 Elect Director Neal F. Finnegan For For Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
3 Ratify Auditors For For Mgmt
MEETING DATE COMPANY TICKER SECURITY ID
05/14/13 Werner Enterprises, Inc. WERN 950755108
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Kenneth M. Bird For For Mgmt
1.2 Elect Director Dwaine J. Peetz, Jr. For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
MEETING DATE COMPANY TICKER SECURITY ID
05/14/13 Westinghouse Air Brake Technologies Corporation WAB 929740108
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Robert J. Brooks For For Mgmt
1.2 Elect Director William E. Kassling For For Mgmt
1.3 Elect Director Albert J. Neupaver For For Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
3 Increase Authorized Common Stock For For Mgmt
4 Ratify Auditors For For Mgmt
MEETING DATE COMPANY TICKER SECURITY ID
05/15/13 Everest Re Group, Ltd. RE G3223R108
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Dominic J. Addesso For For Mgmt
1.2 Elect Director John J. Amore For For Mgmt
1.3 Elect Director John R. Dunne For For Mgmt
1.4 Elect Director Joseph V. Taranto For For Mgmt
1.5 Elect Director John A. Weber For For Mgmt
2 Ratify PricewaterhouseCoopers LLP as Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For Against Mgmt
Compensation
MEETING DATE COMPANY TICKER SECURITY ID
05/15/13 HollyFrontier Corporation HFC 436106108
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director Douglas Y. Bech For For Mgmt
1b Elect Director Buford P. Berry For For Mgmt
1c Elect Director Leldon E. Echols For For Mgmt
1d Elect Director R. Kevin Hardage For For Mgmt
1e Elect Director Michael C. Jennings For For Mgmt
1f Elect Director Robert J. Kostelnik For For Mgmt
1g Elect Director James H. Lee For For Mgmt
1h Elect Director Robert G. McKenzie For For Mgmt
1i Elect Director Franklin Myers For For Mgmt
1j Elect Director Michael E. Rose For For Mgmt
1k Elect Director Tommy A. Valenta For For Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
3 Ratify Auditors For For Mgmt
MEETING DATE COMPANY TICKER SECURITY ID
05/15/13 MINERALS TECHNOLOGIES INC. MTX 603158106
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Joseph C. Muscari For For Mgmt
1.2 Elect Director Barbara R. Smith For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
MEETING DATE COMPANY TICKER SECURITY ID
05/15/13 Northrop Grumman Corporation NOC 666807102
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Wesley G. Bush For For Mgmt
1.2 Elect Director Victor H. Fazio For For Mgmt
1.3 Elect Director Donald E. Felsinger For For Mgmt
1.4 Elect Director Stephen E. Frank For For Mgmt
1.5 Elect Director Bruce S. Gordon For For Mgmt
1.6 Elect Director Madeleine A. Kleiner For For Mgmt
1.7 Elect Director Karl J. Krapek For For Mgmt
1.8 Elect Director Richard B. Myers For For Mgmt
1.9 Elect Director Aulana L. Peters For For Mgmt
1.10 Elect Director Gary Roughead For For Mgmt
1.11 Elect Director Thomas M. Schoewe For For Mgmt
1.12 Elect Director Kevin W. Sharer For For Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
3 Ratify Auditors For For Mgmt
4 Report on Lobbying Payments and Policy Against Against ShrHlder
5 Require Independent Board Chairman Against Against ShrHlder
Page 21
MEETING DATE COMPANY TICKER SECURITY ID
05/15/13 Reinsurance Group of America, Incorporated RGA 759351604
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director William J. Bartlett For For Mgmt
1.2 Elect Director Alan C. Henderson For For Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
3 Amend Omnibus Stock Plan For For Mgmt
4 Approve Executive Incentive Bonus Plan For For Mgmt
5 Amend Omnibus Stock Plan For For Mgmt
6 Declassify the Board of Directors For For Mgmt
7 Ratify Auditors For For Mgmt
MEETING DATE COMPANY TICKER SECURITY ID
05/15/13 RenaissanceRe Holdings Ltd. RNR G7496G103
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Brian G. J. Gray For For Mgmt
1.2 Elect Director Henry Klehm, III For For Mgmt
1.3 Elect Director Ralph B. Levy For For Mgmt
1.4 Elect Director Nicholas L. Trivisonno For For Mgmt
1.5 Elect Director Edward J. Zore For For Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
3 Approve Ernst & Young Ltd. as Auditors and Authorize For For Mgmt
Board to Fix Their Remuneration
MEETING DATE COMPANY TICKER SECURITY ID
05/15/13 YUM! Brands, Inc. YUM 988498101
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director Michael J. Cavanagh For For Mgmt
1b Elect Director David W. Dorman For For Mgmt
1c Elect Director Massimo Ferragamo For For Mgmt
1d Elect Director Mirian M. Graddick-Weir For For Mgmt
1e Elect Director J. David Grissom For For Mgmt
1f Elect Director Bonnie G. Hill For For Mgmt
1g Elect Director Jonathan S. Linen For For Mgmt
1h Elect Director Thomas C. Nelson For For Mgmt
1i Elect Director David C. Novak For For Mgmt
1j Elect Director Thomas M. Ryan For For Mgmt
1k Elect Director Jing-Shyh S. Su For For Mgmt
1l Elect Director Robert D. Walter For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
4 Amend Omnibus Stock Plan For For Mgmt
5 Adopt Comprehensive Packaging Recycling Strategy Against Against ShrHlder
MEETING DATE COMPANY TICKER SECURITY ID
05/16/13 ACE Limited ACE H0023R105
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Robert M. Hernandez as Director For For Mgmt
1.2 Elect Peter Menikoff as Director For For Mgmt
1.3 Elect Robert Ripp as Director For For Mgmt
1.4 Elect Theodore E. Shasta as Director For For Mgmt
2 Declassify the Board of Directors For For Mgmt
3.1 Approve Annual Report For For Mgmt
3.2 Accept Statutory Financial Statements For For Mgmt
3.3 Accept Consolidated Financial Statements For For Mgmt
4 Approve Allocation of Income and Dividends For For Mgmt
5 Approve Discharge of Board and Senior Management For For Mgmt
6.1 Ratify PricewaterhouseCoopers AG as Auditors For For Mgmt
6.2 Ratify PricewaterhouseCoopers LLP as Independent For For Mgmt
Registered Public Accounting Firm as Auditors
6.3 Ratify BDO AG as Special Auditors For For Mgmt
7 Amend Omnibus Stock Plan For For Mgmt
8 Approve Dividend Distribution From Legal Reserves For For Mgmt
Through Reduction of Par Value
9 Advisory Vote to ratify Named Executive Officers' For For Mgmt
Compensation
MEETING DATE COMPANY TICKER SECURITY ID
05/16/13 Altria Group, Inc. MO 02209S103
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Gerald L. Baliles For For Mgmt
1.2 Elect Director Martin J. Barrington For For Mgmt
1.3 Elect Director John T. Casteen, III For For Mgmt
1.4 Elect Director Dinyar S. Devitre For For Mgmt
1.5 Elect Director Thomas F. Farrell, II For For Mgmt
1.6 Elect Director Thomas W. Jones For For Mgmt
1.7 Elect Director Debra J. Kelly-Ennis For For Mgmt
1.8 Elect Director W. Leo Kiely, III For For Mgmt
1.9 Elect Director Kathryn B. McQuade For For Mgmt
1.10 Elect Director George Munoz For For Mgmt
1.11 Elect Director Nabil Y. Sakkab For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
4 Report on Lobbying Payments and Policy Against For ShrHlder
Page 22
MEETING DATE COMPANY TICKER SECURITY ID
05/16/13 Dr Pepper Snapple Group, Inc. DPS 26138E109
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director John L. Adams For For Mgmt
1.2 Elect Director Ronald G. Rogers For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
4 Amend Executive Incentive Bonus Plan For For Mgmt
MEETING DATE COMPANY TICKER SECURITY ID
05/16/13 Intel Corporation INTC 458140100
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director Charlene Barshefsky For For Mgmt
1b Elect Director Andy D. Bryant For For Mgmt
1c Elect Director Susan L. Decker For For Mgmt
1d Elect Director John J. Donahoe For For Mgmt
1e Elect Director Reed E. Hundt For For Mgmt
1f Elect Director James D. Plummer For For Mgmt
1g Elect Director David S. Pottruck For For Mgmt
1h Elect Director Frank D. Yeary For For Mgmt
1i Elect Director David B. Yoffie For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For Against Mgmt
Compensation
4 Amend Omnibus Stock Plan For For Mgmt
5 Stock Retention/Holding Period Against For ShrHlder
MEETING DATE COMPANY TICKER SECURITY ID
05/16/13 Rayonier Inc. RYN 754907103
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director C. David Brown, II For For Mgmt
1.2 Elect Director John E. Bush For For Mgmt
1.3 Elect Director Thomas I. Morgan For For Mgmt
2 Amend Executive Incentive Bonus Plan For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
4 Ratify Auditors For For Mgmt
MEETING DATE COMPANY TICKER SECURITY ID
05/16/13 Union Pacific Corporation UNP 907818108
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Andrew H. Card, Jr. For For Mgmt
1.2 Elect Director Erroll B. Davis, Jr. For For Mgmt
1.3 Elect Director Thomas J. Donohue For For Mgmt
1.4 Elect Director Archie W. Dunham For For Mgmt
1.5 Elect Director Judith Richards Hope For For Mgmt
1.6 Elect Director John J. Koraleski For For Mgmt
1.7 Elect Director Charles C. Krulak For For Mgmt
1.8 Elect Director Michael R. McCarthy For For Mgmt
1.9 Elect Director Michael W. McConnell For For Mgmt
1.10 Elect Director Thomas F. McLarty, III For For Mgmt
1.11 Elect Director Steven R. Rogel For For Mgmt
1.12 Elect Director Jose H. Villarreal For For Mgmt
1.13 Elect Director James R. Young For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
4 Approve Omnibus Stock Plan For For Mgmt
5 Report on Lobbying Payments and Policy Against For ShrHlder
MEETING DATE COMPANY TICKER SECURITY ID
05/17/13 Aetna Inc. AET 00817Y108
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director Fernando Aguirre For For Mgmt
1b Elect Director Mark T. Bertolini For For Mgmt
1c Elect Director Frank M. Clark For For Mgmt
1d Elect Director Betsy Z. Cohen For For Mgmt
1e Elect Director Molly J. Coye For For Mgmt
1f Elect Director Roger N. Farah For For Mgmt
1g Elect Director Barbara Hackman Franklin For For Mgmt
1h Elect Director Jeffrey E. Garten For For Mgmt
1i Elect Director Ellen M. Hancock For For Mgmt
1j Elect Director Richard J. Harrington For For Mgmt
1k Elect Director Edward J. Ludwig For For Mgmt
1l Elect Director Joseph P. Newhouse For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
5 Require Independent Board Chairman Against Against ShrHlder
6 Reduce Supermajority Vote Requirement Against For ShrHlder
7 Enhance Board Oversight of Political Contributions Against Against ShrHlder
Page 23
MEETING DATE COMPANY TICKER SECURITY ID
05/17/13 Montpelier Re Holdings Ltd. MRH G62185106
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Heinrich Burgi as Director For For Mgmt
1.2 Elect Morgan W. Davis as Director For For Mgmt
1.3 Elect John F. Shettle, Jr. as Director For For Mgmt
1.4 Elect Susan J. Sutherland as Director For For Mgmt
2.1 Elect Thomas G.S. Busher as Director of Montpelier For For Mgmt
Reinsurance Ltd
2.2 Elect Christopher L. Harris as Director of Montpelier For For Mgmt
Reinsurance Ltd
2.3 Elect Christopher T. Schaper as Director of Montpelier For For Mgmt
Reinsurance Ltd
3 Approve Pricewaterhouse Coopers as Auditors and For For Mgmt
Authorize Board to Fix Their Remuneration
4 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
MEETING DATE COMPANY TICKER SECURITY ID
05/17/13 PartnerRe Ltd. PRE G6852T105
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Jean-Paul L. Montupet For For Mgmt
1.2 Elect Director Lucio Stanca For For Mgmt
2 Ratify Deloitte & Touche Ltd. as Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
MEETING DATE COMPANY TICKER SECURITY ID
05/20/13 Chemed Corporation CHE 16359R103
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Kevin J. McNamara For For Mgmt
1.2 Elect Director Joel F. Gemunder For For Mgmt
1.3 Elect Director Patrick P. Grace For For Mgmt
1.4 Elect Director Thomas C. Hutton For For Mgmt
1.5 Elect Director Walter L. Krebs For For Mgmt
1.6 Elect Director Andrea R. Lindell For For Mgmt
1.7 Elect Director Thomas P. Rice For For Mgmt
1.8 Elect Director Donald E. Saunders For For Mgmt
1.9 Elect Director George J. Walsh, III For For Mgmt
1.10 Elect Director Frank E. Wood For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For Against Mgmt
Compensation
MEETING DATE COMPANY TICKER SECURITY ID
05/21/13 Hatteras Financial Corp. HTS 41902R103
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Michael R. Hough For For Mgmt
1.2 Elect Director Benjamin M. Hough For For Mgmt
1.3 Elect Director David W. Berson For For Mgmt
1.4 Elect Director Ira G. Kawaller For For Mgmt
1.5 Elect Director Jeffrey D. Miller For For Mgmt
1.6 Elect Director Thomas D. Wren For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
4 Require a Majority Vote for the Election of Directors Against For ShrHlder
MEETING DATE COMPANY TICKER SECURITY ID
05/21/13 Quest Diagnostics Incorporated DGX 74834L100
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director John C. Baldwin For For Mgmt
1.2 Elect Director Gary M. Pfeiffer For For Mgmt
1.3 Elect Director Stephen H. Rusckowski For For Mgmt
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors For For Mgmt
4 Eliminate Class of Preferred Stock For For Mgmt
5 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
6 Reduce Supermajority Vote Requirement None For ShrHlder
7 Pro-rata Vesting of Equity Awards Against For ShrHlder
MEETING DATE COMPANY TICKER SECURITY ID
05/21/13 Two Harbors Investment Corp. TWO 90187B101
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director James J. Bender For For Mgmt
1.2 Elect Director Mark D. Ein For For Mgmt
1.3 Elect Director William W. Johnson For For Mgmt
1.4 Elect Director Stephen G. Kasnet For For Mgmt
1.5 Elect Director W. Reid Sanders For For Mgmt
1.6 Elect Director Thomas Siering For For Mgmt
1.7 Elect Director Brian C. Taylor For For Mgmt
1.8 Elect Director Hope B. Woodhouse For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
Page 24
MEETING DATE COMPANY TICKER SECURITY ID
05/21/13 W. R. Berkley Corporation WRB 084423102
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director W. Robert Berkley, Jr. For Against Mgmt
1.2 Elect Director Ronald E. Blaylock For Against Mgmt
1.3 Elect Director Mark E. Brockbank For Against Mgmt
1.4 Elect Director George G. Daly For Against Mgmt
1.5 Elect Director Mary C. Farrell For Against Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For Against Mgmt
Compensation
3 Ratify Auditors For For Mgmt
MEETING DATE COMPANY TICKER SECURITY ID
05/22/13 American Financial Group, Inc. AFG 025932104
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Carl H. Lindner, III For For Mgmt
1.2 Elect Director S. Craig Lindner For For Mgmt
1.3 Elect Director Kenneth C. Ambrecht For For Mgmt
1.4 Elect Director John B. Berding For For Mgmt
1.5 Elect Director Joseph E. (Jeff) Consolino For For Mgmt
1.6 Elect Director Virginia 'Gina' C. Drosos For For Mgmt
1.7 Elect Director James E. Evans For For Mgmt
1.8 Elect Director Terry S. Jacobs For For Mgmt
1.9 Elect Director Gregory G. Joseph For For Mgmt
1.10 Elect Director William W. Verity For For Mgmt
1.11 Elect Director John I. Von Lehman For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
4 Amend EEO Policy to Prohibit Discrimination Based on Against For ShrHlder
Sexual Orientation and Gender Identity
MEETING DATE COMPANY TICKER SECURITY ID
05/22/13 CME Group Inc. CME 12572Q105
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Terrence A. Duffy For For Mgmt
1.2 Elect Director Charles P. Carey For For Mgmt
1.3 Elect Director Mark E. Cermak For For Mgmt
1.4 Elect Director Martin J. Gepsman For For Mgmt
1.5 Elect Director Leo Melamed For For Mgmt
1.6 Elect Director Joseph Niciforo For For Mgmt
1.7 Elect Director C.C. Odom, II For For Mgmt
1.8 Elect Director John F. Sandner For For Mgmt
1.9 Elect Director Dennis A. Suskind For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
4 Proxy Access Against For ShrHlder
MEETING DATE COMPANY TICKER SECURITY ID
05/22/13 HCC Insurance Holdings, Inc. HCC 404132102
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Emmanuel T. Ballases For For Mgmt
1.2 Elect Director Judy C. Bozeman For For Mgmt
1.3 Elect Director Frank J. Bramanti For For Mgmt
1.4 Elect Director Walter M. Duer For For Mgmt
1.5 Elect Director James C. Flagg For For Mgmt
1.6 Elect Director Thomas M. Hamilton For For Mgmt
1.7 Elect Director Leslie S. Heisz For For Mgmt
1.8 Elect Director John N. Molbeck, Jr. For For Mgmt
1.9 Elect Director Robert A. Rosholt For For Mgmt
1.10 Elect Director J. Mikesell Thomas For For Mgmt
1.11 Elect Director Christopher J.B. Williams For For Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
3 Ratify Auditors For For Mgmt
4 Approve Qualified Employee Stock Purchase Plan For For Mgmt
5 Amend Omnibus Stock Plan For For Mgmt
MEETING DATE COMPANY TICKER SECURITY ID
05/22/13 Ross Stores, Inc. ROST 778296103
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director Michael Balmuth For For Mgmt
1b Elect Director K. Gunnar Bjorklund For For Mgmt
1c Elect Director Sharon D. Garrett For For Mgmt
1d Elect Director Michael J. Bush For For Mgmt
1e Elect Director Norman A. Ferber For For Mgmt
1f Elect Director Gregory L. Quesnel For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
4 Ratify Auditors For For Mgmt
Page 25
MEETING DATE COMPANY TICKER SECURITY ID
05/22/13 SEI Investments Company SEIC 784117103
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director Alfred P. West, Jr. For Against Mgmt
1b Elect Director William M. Doran For Against Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
3 Ratify Auditors For For Mgmt
MEETING DATE COMPANY TICKER SECURITY ID
05/22/13 The Travelers Companies, Inc. TRV 89417E109
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director Alan L. Beller For For Mgmt
1b Elect Director John H. Dasburg For For Mgmt
1c Elect Director Janet M. Dolan For For Mgmt
1d Elect Director Kenneth M. Duberstein For For Mgmt
1e Elect Director Jay S. Fishman For For Mgmt
1f Elect Director Patricia L. Higgins For For Mgmt
1g Elect Director Thomas R. Hodgson For For Mgmt
1h Elect Director William J. Kane For For Mgmt
1i Elect Director Cleve L. Killingsworth, Jr. For For Mgmt
1j Elect Director Donald J. Shepard For For Mgmt
1k Elect Director Laurie J. Thomsen For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
4 Authorize New Class of Preferred Stock For For Mgmt
5 Report on Political Contributions Against For ShrHlder
MEETING DATE COMPANY TICKER SECURITY ID
05/23/13 AmTrust Financial Services, Inc. AFSI 032359309
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Donald T. DeCarlo For For Mgmt
1.2 Elect Director Susan C. Fisch For For Mgmt
1.3 Elect Director Abraham Gulkowitz For For Mgmt
1.4 Elect Director George Karfunkel For For Mgmt
1.5 Elect Director Michael Karfunkel For Withhold Mgmt
1.6 Elect Director Jay J. Miller For For Mgmt
1.7 Elect Director Barry D. Zyskind For For Mgmt
2 Ratify Auditors For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
MEETING DATE COMPANY TICKER SECURITY ID
05/23/13 Hasbro, Inc. HAS 418056107
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Basil L. Anderson For For Mgmt
1.2 Elect Director Alan R. Batkin For For Mgmt
1.3 Elect Director Frank J. Biondi, Jr. For For Mgmt
1.4 Elect Director Kenneth A. Bronfin For For Mgmt
1.5 Elect Director John M. Connors, Jr. For For Mgmt
1.6 Elect Director Michael W. O. Garrett For For Mgmt
1.7 Elect Director Lisa Gersh For For Mgmt
1.8 Elect Director Brian D. Goldner For For Mgmt
1.9 Elect Director Jack M. Greenberg For For Mgmt
1.10 Elect Director Alan G. Hassenfeld For For Mgmt
1.11 Elect Director Tracy A. Leinbach For For Mgmt
1.12 Elect Director Edward M. Philip For For Mgmt
1.13 Elect Director Alfred J. Verrecchia For For Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For Against Mgmt
Compensation
3 Amend Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
5 Require Suppliers to Publish Sustainability Report Against Against ShrHlder
MEETING DATE COMPANY TICKER SECURITY ID
05/23/13 McDonald's Corporation MCD 580135101
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director Walter E. Massey For For Mgmt
1b Elect Director John W. Rogers, Jr. For For Mgmt
1c Elect Director Roger W. Stone For For Mgmt
1d Elect Director Miles D. White For For Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
3 Ratify Auditors For For Mgmt
4 Report on Pay Disparity Against Against ShrHlder
5 Stock Retention/Holding Period Against For ShrHlder
6 Report on Human Rights Risk Assessment Process Against For ShrHlder
7 Report on Nutrition Initiatives and Childhood Obesity Against Against ShrHlder
Concerns
Page 26
MEETING DATE COMPANY TICKER SECURITY ID
05/24/13 Roper Industries, Inc. ROP 776696106
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director David W. Devonshire For For Mgmt
1.2 Elect Director John F. Fort, III For For Mgmt
1.3 Elect Director Brian D. Jellison For For Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
3 Declassify the Board of Directors For For Mgmt
4 Ratify Auditors For For Mgmt
MEETING DATE COMPANY TICKER SECURITY ID
05/28/13 East West Bancorp, Inc. EWBC 27579R104
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Iris S. Chan For For Mgmt
1.2 Elect Director Rudolph I. Estrada For For Mgmt
1.3 Elect Director Julia S. Gouw For For Mgmt
1.4 Elect Director Paul H. Irving For For Mgmt
1.5 Elect Director Andrew S. Kane For For Mgmt
1.6 Elect Director Tak-Chuen Clarence Kwan For For Mgmt
1.7 Elect Director John Lee For For Mgmt
1.8 Elect Director Herman Y. Li For For Mgmt
1.9 Elect Director Jack C. Liu For For Mgmt
1.10 Elect Director Dominic Ng For For Mgmt
1.11 Elect Director Keith W. Renken For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For Against Mgmt
Compensation
MEETING DATE COMPANY TICKER SECURITY ID
05/28/13 Merck & Co., Inc. MRK 58933Y105
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director Leslie A. Brun For For Mgmt
1b Elect Director Thomas R. Cech For For Mgmt
1c Elect Director Kenneth C. Frazier For For Mgmt
1d Elect Director Thomas H. Glocer For For Mgmt
1e Elect Director William B. Harrison Jr. For For Mgmt
1f Elect Director C. Robert Kidder For For Mgmt
1g Elect Director Rochelle B. Lazarus For For Mgmt
1h Elect Director Carlos E. Represas For For Mgmt
1i Elect Director Patricia F. Russo For For Mgmt
1j Elect Director Craig B. Thompson For For Mgmt
1k Elect Director Wendell P. Weeks For For Mgmt
1l Elect Director Peter C. Wendell For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
4 Provide Right to Act by Written Consent Against For ShrHlder
5 Amend Articles/Bylaws/Charter -- Call Special Meetings Against For ShrHlder
6 Report on Charitable and Political Contributions Against Against ShrHlder
7 Report on Lobbying Activities Against Against ShrHlder
MEETING DATE COMPANY TICKER SECURITY ID
05/29/13 Chevron Corporation CVX 166764100
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director Linnet F. Deily For For Mgmt
1b Elect Director Robert E. Denham For For Mgmt
1c Elect Director Alice P. Gast For For Mgmt
1d Elect Director Enrique Hernandez, Jr. For For Mgmt
1e Elect Director George L. Kirkland For For Mgmt
1f Elect Director Charles W. Moorman, IV For For Mgmt
1g Elect Director Kevin W. Sharer For For Mgmt
1h Elect Director John G. Stumpf For For Mgmt
1i Elect Director Ronald D. Sugar For For Mgmt
1j Elect Director Carl Ware For For Mgmt
1k Elect Director John S. Watson For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
4 Amend Omnibus Stock Plan For For Mgmt
5 Report on Management of Hydraulic Fracturing Risks and Against For ShrHlder
Opportunities
6 Report on Offshore Oil Wells and Spill Mitigation Against Against ShrHlder
Measures
7 Report on Financial Risks of Climate Change Against Against ShrHlder
8 Report on Lobbying Payments and Policy Against For ShrHlder
9 Prohibit Political Contributions Against Against ShrHlder
10 Provide for Cumulative Voting Against For ShrHlder
11 Amend Articles/Bylaws/Charter -- Call Special Meetings Against For ShrHlder
12 Require Director Nominee with Environmental Expertise Against For ShrHlder
13 Adopt Guidelines for Country Selection Against For ShrHlder
Page 27
MEETING DATE COMPANY TICKER SECURITY ID
05/29/13 Exxon Mobil Corporation XOM 30231G102
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director M.J. Boskin For For Mgmt
1.2 Elect Director P. Brabeck-Letmathe For For Mgmt
1.3 Elect Director U.M. Burns For For Mgmt
1.4 Elect Director L.R. Faulkner For For Mgmt
1.5 Elect Director J.S. Fishman For For Mgmt
1.6 Elect Director H.H. Fore For For Mgmt
1.7 Elect Director K.C. Frazier For For Mgmt
1.8 Elect Director W.W. George For For Mgmt
1.9 Elect Director S.J. Palmisano For For Mgmt
1.10 Elect Director S.S. Reinemund For For Mgmt
1.11 Elect Director R.W. Tillerson For For Mgmt
1.12 Elect Director W.C. Weldon For For Mgmt
1.13 Elect Director E.E. Whitacre, Jr. For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For Against Mgmt
Compensation
4 Require Independent Board Chairman Against For ShrHlder
5 Require a Majority Vote for the Election of Directors Against For ShrHlder
6 Limit Directors to a Maximum of Three Board Memberships Against Against ShrHlder
in Companies with Sales over $500 Million Annually
7 Report on Lobbying Payments and Policy Against For ShrHlder
8 Study Feasibility of Prohibiting Political Contributions Against Against ShrHlder
9 Adopt Sexual Orientation Anti-bias Policy Against Against ShrHlder
10 Report on Management of Hydraulic Fracturing Risks and Against For ShrHlder
Opportunities
11 Adopt Quantitative GHG Goals for Products and Operations Against For ShrHlder
MEETING DATE COMPANY TICKER SECURITY ID
05/30/13 Raytheon Company RTN 755111507
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director James E. Cartwright For For Mgmt
1b Elect Director Vernon E. Clark For For Mgmt
1c Elect Director Stephen J. Hadley For For Mgmt
1d Elect Director Michael C. Ruettgers For For Mgmt
1e Elect Director Ronald L. Skates For For Mgmt
1f Elect Director William R. Spivey For For Mgmt
1g Elect Director Linda G. Stuntz For Against Mgmt
1h Elect Director William H. Swanson For For Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
3 Ratify Auditors For For Mgmt
4 Report on Political Contributions Against For ShrHlder
5 Provide Right to Act by Written Consent Against For ShrHlder
6 Submit SERP to Shareholder Vote Against For ShrHlder
7 Pro-rata Vesting of Equity Awards Against For ShrHlder
MEETING DATE COMPANY TICKER SECURITY ID
06/03/13 UnitedHealth Group Incorporated UNH 91324P102
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director William C. Ballard, Jr. For For Mgmt
1b Elect Director Edson Bueno For For Mgmt
1c Elect Director Richard T. Burke For For Mgmt
1d Elect Director Robert J. Darretta For For Mgmt
1e Elect Director Stephen J. Hemsley For For Mgmt
1f Elect Director Michele J. Hooper For For Mgmt
1g Elect Director Rodger A. Lawson For For Mgmt
1h Elect Director Douglas W. Leatherdale For For Mgmt
1i Elect Director Glenn M. Renwick For For Mgmt
1j Elect Director Kenneth I. Shine For For Mgmt
1k Elect Director Gail R. Wilensky For For Mgmt
2 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
3 Ratify Auditors For For Mgmt
4 Report on Lobbying Payments and Policy Against For ShrHlder
MEETING DATE COMPANY TICKER SECURITY ID
06/07/13 Garmin Ltd. GRMN G37260109
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1 Accept Consolidated Financial Statements and Statutory For For Mgmt
Reports
2 Accept Financial Statements and Statutory Reports For For Mgmt
3 Approve Dividends For For Mgmt
4 Approve Discharge of Board and Senior Management For For Mgmt
5.1 Elect Director Joseph J. Hartnett For For Mgmt
5.2 Elect Director Thomas P. Poberezny For For Mgmt
6 Amend Omnibus Stock Plan For For Mgmt
7 Ratify Ernst and Young LLP as Auditors For For Mgmt
8 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
9 Transact Other Business (Voting) For Against Mgmt
Page 28
MEETING DATE COMPANY TICKER SECURITY ID
06/07/13 Wal-Mart Stores, Inc. WMT 931142103
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director Aida M. Alvarez For For Mgmt
1b Elect Director James I. Cash, Jr. For For Mgmt
1c Elect Director Roger C. Corbett For For Mgmt
1d Elect Director Douglas N. Daft For For Mgmt
1e Elect Director Michael T. Duke For Against Mgmt
1f Elect Director Timothy P. Flynn For For Mgmt
1g Elect Director Marissa A. Mayer For For Mgmt
1h Elect Director Gregory B. Penner For For Mgmt
1i Elect Director Steven S. Reinemund For For Mgmt
1j Elect Director H. Lee Scott, Jr. For For Mgmt
1k Elect Director Jim C. Walton For For Mgmt
1l Elect Director S. Robson Walton For Against Mgmt
1m Elect Director Christopher J. Williams For Against Mgmt
1n Elect Director Linda S. Wolf For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
4 Amend Executive Incentive Bonus Plan For For Mgmt
5 Amend Bylaws -- Call Special Meetings Against For ShrHlder
6 Stock Retention/Holding Period Against For ShrHlder
7 Require Independent Board Chairman Against For ShrHlder
8 Disclosure of Recoupment Activity from Senior Officers Against For ShrHlder
MEETING DATE COMPANY TICKER SECURITY ID
06/11/13 The TJX Companies, Inc. TJX 872540109
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1.1 Elect Director Zein Abdalla For For Mgmt
1.2 Elect Director Jose B. Alvarez For For Mgmt
1.3 Elect Director Alan M. Bennett For For Mgmt
1.4 Elect Director Bernard Cammarata For For Mgmt
1.5 Elect Director David T. Ching For For Mgmt
1.6 Elect Director Michael F. Hines For For Mgmt
1.7 Elect Director Amy B. Lane For For Mgmt
1.8 Elect Director Dawn G. Lepore For For Mgmt
1.9 Elect Director Carol Meyrowitz For For Mgmt
1.10 Elect Director John F. O'Brien For For Mgmt
1.11 Elect Director Willow B. Shire For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
MEETING DATE COMPANY TICKER SECURITY ID
06/12/13 Target Corporation TGT 87612E106
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director Roxanne S. Austin For For Mgmt
1b Elect Director Douglas M. Baker, Jr. For For Mgmt
1c Elect Director Henrique De Castro For For Mgmt
1d Elect Director Calvin Darden For For Mgmt
1e Elect Director Mary N. Dillon For For Mgmt
1f Elect Director James A. Johnson For For Mgmt
1g Elect Director Mary E. Minnick For For Mgmt
1h Elect Director Anne M. Mulcahy For For Mgmt
1i Elect Director Derica W. Rice For For Mgmt
1j Elect Director Gregg W. Steinhafel For For Mgmt
1k Elect Director John G. Stumpf For For Mgmt
1l Elect Director Solomon D. Trujillo For For Mgmt
2 Ratify Auditors For For Mgmt
3 Advisory Vote to Ratify Named Executive Officers' For Against Mgmt
Compensation
4 Require Independent Board Chairman Against For ShrHlder
5 Report on Electronics Recycling and Preventing E-Waste Against Against ShrHlder
Export
MEETING DATE COMPANY TICKER SECURITY ID
06/14/13 PetSmart, Inc. PETM 716768106
ITEM NUMBER AGENDA ITEM MGMT REC VOTE CAST PROPONENT
1a Elect Director Angel Cabrera For For Mgmt
1b Elect Director Rita V. Foley For For Mgmt
1c Elect Director Rakesh Gangwal For For Mgmt
1d Elect Director Joseph S. Hardin, Jr. For For Mgmt
1e Elect Director Gregory P. Josefowicz For For Mgmt
1f Elect Director Richard K. Lochridge For For Mgmt
1g Elect Director Robert F. Moran For For Mgmt
1h Elect Director Barbara Munder For For Mgmt
1i Elect Director Thomas G. Stemberg For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Executive Incentive Bonus Plan For For Mgmt
4 Advisory Vote to Ratify Named Executive Officers' For For Mgmt
Compensation
Page 29
SIGNATURES
[See General Instruction F]
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) First Trust Variable Insurance Trust
-----------------------------------------
By (Signature and Title)* /s/ Mark R. Bradley
---------------------------------
Mark R. Bradley, President
Date August 5, 2013
-------------------------
* Print the name and title of each signing officer under his or her signature.