N-PX 1 d811-00204_14.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number: 811-00204 AllianceBernstein Discovery Growth Fund, Inc. (Exact name of registrant as specified in charter) AllianceBernstein L.P. 1345 Avenue of the Americas, New York, New York l0105 (Address of Principal Executive Office) (Zip Code) Registrant's Telephone Number, including Area Code: (800) 221-5672 EMILIE D. WRAPP AllianceBernstein L.P. 1345 Avenue of the Americas New York, New York l0105 (Name and address of agent for service) Copies of communications to: Kathleen K. Clarke Seward & Kissel LLP 901 K Street, N.W. Washington, D.C. 20001 Date of fiscal year end: July 31 Date of reporting period: July 1, 2013 - June 30, 2014 Item 1. Proxy Voting Record. ******************************* FORM N-PX REPORT ******************************* ICA File Number: 811-00204 Reporting Period: 07/01/2013 - 06/30/2014 AllianceBernstein Discovery Growth Fund, Inc. =================== AllianceBernstein Discovery Growth Fund, Inc. ============= ACADIA HEALTHCARE COMPANY, INC. Ticker: ACHC Security ID: 00404A109 Meeting Date: MAY 22, 2014 Meeting Type: Annual Record Date: MAR 28, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Wade D. Miquelon For For Management 1.2 Elect Director William M. Petrie For For Management 1.3 Elect Director Bruce A. Shear For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- ACTUANT CORPORATION Ticker: ATU Security ID: 00508X203 Meeting Date: JAN 14, 2014 Meeting Type: Annual Record Date: NOV 15, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert C. Arzbaecher For For Management 1.2 Elect Director Gurminder S. Bedi For For Management 1.3 Elect Director Thomas J. Fischer For For Management 1.4 Elect Director Mark E. Goldstein For For Management 1.5 Elect Director William K. Hall For For Management 1.6 Elect Director R. Alan Hunter, Jr. For For Management 1.7 Elect Director Robert A. Peterson For For Management 1.8 Elect Director Holly A. Van Deursen For For Management 1.9 Elect Director Dennis K. Williams For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- AFFILIATED MANAGERS GROUP, INC. Ticker: AMG Security ID: 008252108 Meeting Date: JUN 16, 2014 Meeting Type: Annual Record Date: APR 17, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Samuel T. Byrne For For Management 1b Elect Director Dwight D. Churchill For For Management 1c Elect Director Niall Ferguson For For Management 1d Elect Director Sean M. Healey For For Management 1e Elect Director Harold J. Meyerman For For Management 1f Elect Director William J. Nutt For For Management 1g Elect Director Tracy P. Palandjian For For Management 1h Elect Director Rita M. Rodriguez For For Management 1i Elect Director Patrick T. Ryan For For Management 1j Elect Director Jide J. Zeitlin For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- AKORN, INC. Ticker: AKRX Security ID: 009728106 Meeting Date: MAY 02, 2014 Meeting Type: Annual Record Date: MAR 07, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John N. Kapoor For For Management 1.2 Elect Director Ronald M. Johnson For Withhold Management 1.3 Elect Director Brian Tambi For For Management 1.4 Elect Director Steven J. Meyer For Withhold Management 1.5 Elect Director Alan Weinstein For For Management 1.6 Elect Director Kenneth S. Abramowitz For Withhold Management 1.7 Elect Director Adrienne L. Graves For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- ALIGN TECHNOLOGY, INC. Ticker: ALGN Security ID: 016255101 Meeting Date: MAY 15, 2014 Meeting Type: Annual Record Date: MAR 20, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joseph Lacob For For Management 1.2 Elect Director C. Raymond Larkin, Jr. For For Management 1.3 Elect Director George J. Morrow For For Management 1.4 Elect Director David C. Nagel For For Management 1.5 Elect Director Thomas M. Prescott For For Management 1.6 Elect Director Andrea L. Saia For For Management 1.7 Elect Director Greg J. Santora For For Management 1.8 Elect Director Warren S. Thaler For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- AMETEK, INC. Ticker: AME Security ID: 031100100 Meeting Date: MAY 08, 2014 Meeting Type: Annual Record Date: MAR 21, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Anthony J. Conti For For Management 1.2 Elect Director Frank S. Hermance For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- ANSYS, INC. Ticker: ANSS Security ID: 03662Q105 Meeting Date: MAY 20, 2014 Meeting Type: Annual Record Date: MAR 21, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James E. Cashman, III For For Management 1.2 Elect Director Ajei S. Gopal For For Management 1.3 Elect Director William R. McDermott For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- ASPEN TECHNOLOGY, INC. Ticker: AZPN Security ID: 045327103 Meeting Date: DEC 05, 2013 Meeting Type: Annual Record Date: OCT 14, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert M. Whelan, Jr. For For Management 1.2 Elect Director Donald P. Casey For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- BRIGHT HORIZONS FAMILY SOLUTIONS INC. Ticker: BFAM Security ID: 109194100 Meeting Date: MAY 12, 2014 Meeting Type: Annual Record Date: APR 09, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David Humphrey For For Management 1.2 Elect Director Sara Lawrence-Lightfoot For For Management 1.3 Elect Director David Lissy For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- CABELA'S INCORPORATED Ticker: CAB Security ID: 126804301 Meeting Date: JUN 04, 2014 Meeting Type: Annual Record Date: APR 07, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Theodore M. Armstrong For For Management 1.2 Elect Director James W. Cabela For For Management 1.3 Elect Director John H. Edmondson For For Management 1.4 Elect Director John Gottschalk For For Management 1.5 Elect Director Dennis Highby For For Management 1.6 Elect Director Reuben Mark For For Management 1.7 Elect Director Michael R. McCarthy For For Management 1.8 Elect Director Thomas L. Millner For For Management 1.9 Elect Director Donna M. Milrod For For Management 1.10 Elect Director Beth M. Pritchard For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CARLISLE COMPANIES INCORPORATED Ticker: CSL Security ID: 142339100 Meeting Date: MAY 06, 2014 Meeting Type: Annual Record Date: MAR 11, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert G. Bohn For For Management 1.2 Elect Director Terry D. Growcock For For Management 1.3 Elect Director Gregg A. Ostrander For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- CAVIUM, INC. Ticker: CAVM Security ID: 14964U108 Meeting Date: JUN 19, 2014 Meeting Type: Annual Record Date: APR 22, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director C.N. Reddy For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CHART INDUSTRIES, INC. Ticker: GTLS Security ID: 16115Q308 Meeting Date: MAY 22, 2014 Meeting Type: Annual Record Date: MAR 25, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Samuel F. Thomas For For Management 1.2 Elect Director W. Douglas Brown For For Management 1.3 Elect Director Richard E. Goodrich For For Management 1.4 Elect Director Terrence J. Keating For For Management 1.5 Elect Director Steven W. Krablin For For Management 1.6 Elect Director Michael W. Press For For Management 1.7 Elect Director Elizabeth G. Spomer For For Management 1.8 Elect Director Thomas L. Williams For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Executive Incentive Bonus Plan For For Management -------------------------------------------------------------------------------- CIENA CORPORATION Ticker: CIEN Security ID: 171779309 Meeting Date: APR 10, 2014 Meeting Type: Annual Record Date: FEB 14, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Harvey B. Cash For For Management 1b Elect Director Judith M. O'Brien For For Management 1c Elect Director Gary B. Smith For For Management 1d Elect Director T. Michael Nevens For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CONCHO RESOURCES INC. Ticker: CXO Security ID: 20605P101 Meeting Date: JUN 05, 2014 Meeting Type: Annual Record Date: APR 07, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Timothy A. Leach For For Management 1.2 Elect Director William H. Easter, III For For Management 1.3 Elect Director John P. Surma For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CONCUR TECHNOLOGIES, INC. Ticker: CNQR Security ID: 206708109 Meeting Date: MAR 12, 2014 Meeting Type: Annual Record Date: JAN 17, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edward P. Gilligan For For Management 1.2 Elect Director Jeffrey T. McCabe For For Management 1.3 Elect Director Rajeev Singh For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- COSTAR GROUP, INC. Ticker: CSGP Security ID: 22160N109 Meeting Date: JUN 02, 2014 Meeting Type: Annual Record Date: APR 04, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael R. Klein For For Management 1.2 Elect Director Andrew C. Florance For For Management 1.3 Elect Director David Bonderman For For Management 1.4 Elect Director Michael J. Glosserman For For Management 1.5 Elect Director Warren H. Haber For For Management 1.6 Elect Director John W. Hill For For Management 1.7 Elect Director Christopher J. Nassetta For For Management 1.8 Elect Director David J. Steinberg For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CRITEO SA Ticker: CRTO Security ID: 226718104 Meeting Date: JUN 18, 2014 Meeting Type: Annual/Special Record Date: MAY 14, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Discharge of Directors and For For Management Auditors 4 Approve Allocation of Income and For For Management Absence of Dividends 5 Approve Auditors' Special Report on For For Management Related-Party Transactions 6 Approve Remuneration of Directors in For Against Management the Aggregate Amount of EUR 1,500,000 7 Reelect Dominique Vidal as Director For Against Management 8 Approval of the 2013 and 2014 OSA For Against Management (options to subscribe to new shares) and OAA (options to purchase existing shares) plans and of the 2013 and 2014 free share plans adopted by the Board of Directors 9 Approve Issuance of Equity or For Against Management Equity-Linked Securities Reserved for Specific Beneficiaries, up to Aggregate Nominal Amount of EUR 1,422,701.65 10 Authorize Issuance of Equity or For Against Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 1,422,701.65 11 Authorize Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 1,422,701.65 12 Approve Issuance of Equity or For Against Management Equity-Linked Securities for up to 20 Percent of Issued Capital Per Year Reserved for Qualified Investors or Restricted Circle of Investors, up to Aggregate Nominal Amount of EUR 1,422,701.65 13 Authorize Board to Increase Capital in For Against Management the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above under Items 9 to 12 14 Set Total Limit for Capital Increase For Against Management to Result from All Issuance Requests at EUR 1,422,701.65 under Items 9 to 13 15 Authorize Capitalization of Reserves For For Management of Up to EUR 400,000 for Bonus Issue or Increase in Par Value 16 Authorize up to 9,935,710 Shares for For Against Management Use in Stock Option Plans 17 Authorize up to 10 Percent of Issued For Against Management Capital for Use in Restricted Stock Plans 18 Authorize Issuance of 9,935,710 For Against Management Warrants (BSA) Reserved for Non-Executive Directors, Independent Committee Members, Subsidiaries and Consultants 19 Set Total Limit for Capital Increase For Against Management to Result from All Issuance Requests under Items 16 to 18 at 9,935,710 Shares 20 Authorize Capital Issuances for Use in For Against Management Employee Stock Purchase Plans -------------------------------------------------------------------------------- CUBIST PHARMACEUTICALS, INC. Ticker: CBST Security ID: 229678107 Meeting Date: JUN 03, 2014 Meeting Type: Annual Record Date: APR 08, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael Bonney For For Management 1.2 Elect Director Jane Henney For For Management 1.3 Elect Director Leon Moulder, Jr. For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Increase Authorized Common Stock For For Management 4 Approve Qualified Employee Stock For For Management Purchase Plan 5 Approve Omnibus Stock Plan For For Management 6 Ratify Auditors For For Management -------------------------------------------------------------------------------- CVENT, INC. Ticker: CVT Security ID: 23247G109 Meeting Date: JUN 10, 2014 Meeting Type: Annual Record Date: APR 11, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Reggie Aggarwal For For Management 1.2 Elect Director Kevin Parker For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- DICK'S SPORTING GOODS, INC. Ticker: DKS Security ID: 253393102 Meeting Date: JUN 11, 2014 Meeting Type: Annual Record Date: APR 14, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jacqualyn A. Fouse For For Management 1.2 Elect Director Lawrence J. Schorr For For Management 1.3 Elect Director Edward W. Stack For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- ENVISION HEALTHCARE HOLDINGS, INC. Ticker: EVHC Security ID: 29413U103 Meeting Date: MAY 29, 2014 Meeting Type: Annual Record Date: APR 03, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mark V. Mactas For For Management 1.2 Elect Director Randel G. Owen For For Management 1.3 Elect Director Richard J. Schnall For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency Three One Year Management Years 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- EXPEDITORS INTERNATIONAL OF WASHINGTON, INC. Ticker: EXPD Security ID: 302130109 Meeting Date: MAY 07, 2014 Meeting Type: Annual Record Date: MAR 06, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter J. Rose For For Management 1.2 Elect Director Robert R. Wright For For Management 1.3 Elect Director Mark A. Emmert For For Management 1.4 Elect Director R. Jordan Gates For For Management 1.5 Elect Director Dan P. Kourkoumelis For For Management 1.6 Elect Director Michael J. Malone For For Management 1.7 Elect Director John W. Meisenbach For For Management 1.8 Elect Director Jeffrey S. Musser For For Management 1.9 Elect Director Liane J. Pelletier For For Management 1.10 Elect Director James L.K. Wang For For Management 1.11 Elect Director Tay Yoshitani For For Management 2 Advisory Vote to Ratify Named For Abstain Management Executive Officers' Compensation 3 Approve Stock Option Plan For For Management 4 Amend Qualified Employee Stock For For Management Purchase Plan 5 Approve Restricted Stock Plan For For Management 6 Ratify Auditors For For Management -------------------------------------------------------------------------------- FIREEYE, INC. Ticker: FEYE Security ID: 31816Q101 Meeting Date: JUN 11, 2014 Meeting Type: Annual Record Date: APR 14, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William M. Coughran Jr. For For Management 1.2 Elect Director Gaurav Garg For For Management 1.3 Elect Director Promod Haque For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- FIRST REPUBLIC BANK Ticker: FRC Security ID: 33616C100 Meeting Date: MAY 13, 2014 Meeting Type: Annual Record Date: MAR 18, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James H. Herbert, II For For Management 1.2 Elect Director Katherine August-deWilde For For Management 1.3 Elect Director Thomas J. Barrack, Jr. For For Management 1.4 Elect Director Frank J. Fahrenkopf, Jr For For Management 1.5 Elect Director William E. Ford For For Management 1.6 Elect Director L. Martin Gibbs For For Management 1.7 Elect Director Sandra R. Hernandez For For Management 1.8 Elect Director Pamela J. Joyner For For Management 1.9 Elect Director Reynold Levy For For Management 1.10 Elect Director Jody S. Lindell For For Management 1.11 Elect Director George G.C. Parker For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- FIVE BELOW, INC. Ticker: FIVE Security ID: 33829M101 Meeting Date: JUN 24, 2014 Meeting Type: Annual Record Date: MAY 06, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steven J. Collins For For Management 1.2 Elect Director Thomas M. Ryan For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- FMC TECHNOLOGIES, INC. Ticker: FTI Security ID: 30249U101 Meeting Date: MAY 02, 2014 Meeting Type: Annual Record Date: MAR 10, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Clarence P. Cazalot, Jr. For For Management 1b Elect Director Eleazar de Carvalho For For Management Filho 1c Elect Director C. Maury Devine For For Management 1d Elect Director Claire S. Farley For For Management 1e Elect Director John T. Gremp For For Management 1f Elect Director Thomas M. Hamilton For For Management 1g Elect Director Peter Mellbye For For Management 1h Elect Director Joseph H. Netherland For For Management 1i Elect Director Richard A. Pattarozzi For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- FRANCESCA'S HOLDING CORPORATION Ticker: FRAN Security ID: 351793104 Meeting Date: JUL 09, 2013 Meeting Type: Annual Record Date: MAY 10, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard Emmett For Withhold Management 1.2 Elect Director Richard Kunes For For Management 1.3 Elect Director Richard Zannino For Withhold Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- GENESEE & WYOMING INC. Ticker: GWR Security ID: 371559105 Meeting Date: MAY 21, 2014 Meeting Type: Annual Record Date: APR 01, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mortimer B. Fuller, III For For Management 1.2 Elect Director John C. Hellmann For For Management 1.3 Elect Director Robert M. Melzer For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- GRAND CANYON EDUCATION, INC. Ticker: LOPE Security ID: 38526M106 Meeting Date: MAY 15, 2014 Meeting Type: Annual Record Date: MAR 21, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Brent D. Richardson For For Management 1.2 Elect Director Brian E. Mueller For For Management 1.3 Elect Director David J. Johnson For For Management 1.4 Elect Director Jack A. Henry For For Management 1.5 Elect Director Bradley A. Casper For For Management 1.6 Elect Director Kevin F. Warren For For Management 1.7 Elect Director Sara R. Dial For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- GREEN MOUNTAIN COFFEE ROASTERS, INC. Ticker: GMCR Security ID: 393122106 Meeting Date: MAR 06, 2014 Meeting Type: Annual Record Date: JAN 06, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John D. Hayes For For Management 1.2 Elect Director A.D. David Mackay For For Management 1.3 Elect Director Michael J. Mardy For For Management 1.4 Elect Director David E. Moran For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Change Company Name For For Management 4 Approve Omnibus Stock Plan For For Management 5 Approve Qualified Employee Stock For For Management Purchase Plan 6 Ratify Auditors For For Management -------------------------------------------------------------------------------- HEARTWARE INTERNATIONAL, INC. Ticker: HTWR Security ID: 422368100 Meeting Date: JUN 04, 2014 Meeting Type: Annual Record Date: APR 11, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Timothy Barberich For For Management 1.2 Elect Director Charles Raymond Larkin, For For Management Jr. 1.3 Elect Director Robert Thomas For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- HEXCEL CORPORATION Ticker: HXL Security ID: 428291108 Meeting Date: MAY 08, 2014 Meeting Type: Annual Record Date: MAR 13, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Nick L. Stanage For For Management 1.2 Elect Director Joel S. Beckman For For Management 1.3 Elect Director Lynn Brubaker For For Management 1.4 Elect Director Jeffrey C. Campbell For For Management 1.5 Elect Director Sandra L. Derickson For For Management 1.6 Elect Director W. Kim Foster For For Management 1.7 Elect Director Thomas A. Gendron For For Management 1.8 Elect Director Jeffrey A. Graves For For Management 1.9 Elect Director David C. Hill For For Management 1.10 Elect Director David L. Pugh For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- HOMEAWAY, INC. Ticker: AWAY Security ID: 43739Q100 Meeting Date: JUN 04, 2014 Meeting Type: Annual Record Date: APR 11, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey D. Brody For For Management 1.2 Elect Director Christopher ('Woody') P. For For Management Marshall 1.3 Elect Director Kevin Krone For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- IBERIABANK CORPORATION Ticker: IBKC Security ID: 450828108 Meeting Date: MAY 05, 2014 Meeting Type: Annual Record Date: MAR 19, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Harry V. Barton, Jr. For For Management 1.2 Elect Director E. Stewart Shea, III For For Management 1.3 Elect Director David H. Welch For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- ICON PLC Ticker: ICLR Security ID: G4705A100 Meeting Date: JUL 22, 2013 Meeting Type: Annual Record Date: JUL 18, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Reelect Thomas Lynch as Director For For Management 1.2 Reelect Declan McKeon as Director For For Management 1.3 Elect William Hall as Director For For Management 2 Accept Financial Statements and For For Management Statutory Reports 3 Authorise Board to Fix Remuneration of For For Management Auditors 4 Authorise Issuance of Equity or For Against Management Equity-Linked Securities with Preemptive Rights 5 Authorise Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights 6 Authorise Share Repurchase Program For For Management -------------------------------------------------------------------------------- IDEX CORPORATION Ticker: IEX Security ID: 45167R104 Meeting Date: APR 08, 2014 Meeting Type: Annual Record Date: FEB 14, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bradley J. Bell For For Management 1.2 Elect Director Gregory F. Milzcik For For Management 1.3 Elect Director Andrew K. Silvernail For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- INFOBLOX INC. Ticker: BLOX Security ID: 45672H104 Meeting Date: DEC 18, 2013 Meeting Type: Annual Record Date: OCT 29, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard E. Belluzzo For For Management 1.2 Elect Director Daniel J. Phelps For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- INFORMATICA CORPORATION Ticker: INFA Security ID: 45666Q102 Meeting Date: MAY 23, 2014 Meeting Type: Annual Record Date: MAR 28, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mark A. Bertelsen For For Management 1.2 Elect Director Hilarie Koplow-McAdams For For Management 1.3 Elect Director A. Brooke Seawell For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- INSYS THERAPEUTICS, INC. Ticker: INSY Security ID: 45824V209 Meeting Date: MAY 06, 2014 Meeting Type: Annual Record Date: APR 08, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steven J. Meyer For For Management 1.2 Elect Director Brian Tambi For For Management 2 Ratify Auditors For For Management 3 Adopt Shareholder Rights Plan (Poison For Against Management Pill) 4 Increase Authorized Common Stock For For Management 5 Adjust Par Value of Common Stock For Against Management -------------------------------------------------------------------------------- INTERSIL CORPORATION Ticker: ISIL Security ID: 46069S109 Meeting Date: MAY 06, 2014 Meeting Type: Annual Record Date: MAR 10, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Necip Sayiner For For Management 1b Elect Director Donald Macleod For For Management 1c Elect Director Robert W. Conn For For Management 1d Elect Director James V. Diller For For Management 1e Elect Director Mercedes Johnson For For Management 1f Elect Director Gregory Lang For For Management 1g Elect Director Jan Peeters For For Management 1h Elect Director James A. Urry For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Amend Qualified Employee Stock For For Management Purchase Plan 5 Approve Executive Incentive Bonus Plan For For Management 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 7 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- ISIS PHARMACEUTICALS, INC. Ticker: ISIS Security ID: 464330109 Meeting Date: JUN 10, 2014 Meeting Type: Annual Record Date: APR 11, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Spencer R. Berthelsen For For Management 1.2 Elect Director B. Lynne Parshall For For Management 1.3 Elect Director Joseph H. Wender For For Management 2 Ratify Appointment of Director Breaux For For Management B. Castleman to Fill Board Vacancy 3 Ratify Appointment of Director Joseph For For Management Loscalzo to Fill Board Vacancy 4 Increase Authorized Common Stock For For Management 5 Amend Non-Employee Director Stock For For Management Option Plan 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 7 Ratify Auditors For For Management -------------------------------------------------------------------------------- JAZZ PHARMACEUTICALS PLC Ticker: JAZZ Security ID: G50871105 Meeting Date: AUG 01, 2013 Meeting Type: Annual Record Date: JUN 04, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Paul L. Berns For For Management 1.2 Elect Director Patrick G. Enright For For Management 1.3 Elect Director Seamus Mulligan For For Management 1.4 Elect Director Norbert G. Riedel For For Management 2 Ratify Auditors For For Management 3 Authorize the Company and/or any For For Management Subsidiary of the Company to Make Market Purchases of the Company's Ordinary Shares 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- K12 INC. Ticker: LRN Security ID: 48273U102 Meeting Date: DEC 05, 2013 Meeting Type: Annual Record Date: OCT 10, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Craig R. Barrett For For Management 1.2 Elect Director Guillermo Bron For For Management 1.3 Elect Director Adam L. Cohn For For Management 1.4 Elect Director Nathaniel A. Davis For For Management 1.5 Elect Director John M. Engler For For Management 1.6 Elect Director Steven B. Fink For For Management 1.7 Elect Director Mary H. Futrell For For Management 1.8 Elect Director Ronald J. Packard For For Management 1.9 Elect Director Jon Q. Reynolds, Jr. For For Management 1.10 Elect Director Andrew H. Tisch For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- KIRBY CORPORATION Ticker: KEX Security ID: 497266106 Meeting Date: APR 29, 2014 Meeting Type: Annual Record Date: MAR 03, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard J. Alario For For Management 1.2 Elect Director David W. Grzebinski For For Management 1.3 Elect Director Richard R. Stewart For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- LAZARD LTD Ticker: LAZ Security ID: G54050102 Meeting Date: APR 29, 2014 Meeting Type: Annual Record Date: MAR 10, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Kenneth M. Jacobs as Director For For Management 1.2 Elect Philip A. Laskawy as Director For For Management 1.3 Elect Michael J. Turner as Director For For Management 2 Approve Deloitte & Touche LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- LINCOLN ELECTRIC HOLDINGS, INC. Ticker: LECO Security ID: 533900106 Meeting Date: APR 24, 2014 Meeting Type: Annual Record Date: MAR 03, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David H. Gunning For For Management 1.2 Elect Director G. Russell Lincoln For For Management 1.3 Elect Director Christopher L. Mapes For For Management 1.4 Elect Director Phillip J. Mason For For Management 1.5 Elect Director Hellene S. Runtagh For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Declassify the Board of Directors For For Management -------------------------------------------------------------------------------- LKQ CORPORATION Ticker: LKQ Security ID: 501889208 Meeting Date: MAY 05, 2014 Meeting Type: Annual Record Date: MAR 12, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director A. Clinton Allen For For Management 1.2 Elect Director Ronald G. Foster For For Management 1.3 Elect Director Joseph M. Holsten For For Management 1.4 Elect Director Blythe J. McGarvie For For Management 1.5 Elect Director Paul M. Meister For For Management 1.6 Elect Director John F. O'Brien For For Management 1.7 Elect Director Guhan Subramanian For For Management 1.8 Elect Director Robert L. Wagman For For Management 1.9 Elect Director William M. Webster, IV For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- LUMBER LIQUIDATORS HOLDINGS, INC. Ticker: LL Security ID: 55003T107 Meeting Date: MAY 23, 2014 Meeting Type: Annual Record Date: MAR 28, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert M. Lynch For For Management 1.2 Elect Director Peter B. Robinson For For Management 1.3 Elect Director Martin F. Roper For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- MAXIMUS, INC. Ticker: MMS Security ID: 577933104 Meeting Date: MAR 19, 2014 Meeting Type: Annual Record Date: JAN 15, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Russell A. Beliveau For For Management 1.2 Elect Director John J. Haley For For Management 1.3 Elect Director Marilyn R. Seymann For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- MEDNAX, INC. Ticker: MD Security ID: 58502B106 Meeting Date: MAY 08, 2014 Meeting Type: Annual Record Date: MAR 11, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Cesar L. Alvarez For For Management 1.2 Elect Director Waldemar A. Carlo For For Management 1.3 Elect Director Michael B. Fernandez For For Management 1.4 Elect Director Roger K. Freeman For For Management 1.5 Elect Director Paul G. Gabos For For Management 1.6 Elect Director Pascal J. Goldschmidt For For Management 1.7 Elect Director Manuel Kadre For For Management 1.8 Elect Director Roger J. Medel For For Management 1.9 Elect Director Donna E. Shalala For For Management 1.10 Elect Director Enrique J. Sosa For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- NATIONAL CINEMEDIA, INC. Ticker: NCMI Security ID: 635309107 Meeting Date: APR 30, 2014 Meeting Type: Annual Record Date: MAR 11, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kurt C. Hall For For Management 1.2 Elect Director Lawrence A. Goodman For For Management 1.3 Elect Director Scott N. Schneider For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- NETSUITE INC. Ticker: N Security ID: 64118Q107 Meeting Date: JUN 11, 2014 Meeting Type: Annual Record Date: APR 15, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Zachary Nelson For For Management 1.2 Elect Director Kevin Thompson For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- NORWEGIAN CRUISE LINE HOLDINGS LTD. Ticker: NCLH Security ID: G66721104 Meeting Date: APR 24, 2014 Meeting Type: Annual Record Date: FEB 24, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Tan Sri Lim Kok Thay For For Management 1b Elect Director David M. Abrams For For Management 1c Elect Director John Chidsey For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officer's Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Approve Qualified Employee Stock For For Management Purchase Plan 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- NPS PHARMACEUTICALS, INC. Ticker: NPSP Security ID: 62936P103 Meeting Date: MAY 06, 2014 Meeting Type: Annual Record Date: MAR 21, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael W. Bonney For For Management 1.2 Elect Director Colin Broom For For Management 1.3 Elect Director Georges Gemayel For For Management 1.4 Elect Director Pedro Granadillo For For Management 1.5 Elect Director James G. Groninger For For Management 1.6 Elect Director Francois Nader For For Management 1.7 Elect Director Rachel R. Selisker For For Management 1.8 Elect Director Peter G. Tombros For For Management 2 Approve Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- OASIS PETROLEUM INC. Ticker: OAS Security ID: 674215108 Meeting Date: MAY 01, 2014 Meeting Type: Annual Record Date: MAR 03, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ted Collins, Jr. For For Management 1.2 Elect Director Douglas E. Swanson, Jr. For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Amend Executive Incentive Bonus Plan For For Management -------------------------------------------------------------------------------- OCEANEERING INTERNATIONAL, INC. Ticker: OII Security ID: 675232102 Meeting Date: MAY 16, 2014 Meeting Type: Annual Record Date: MAR 26, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director T. Jay Collins For For Management 1.2 Elect Director D. Michael Hughes For For Management 2 Increase Authorized Common Stock For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- OIL STATES INTERNATIONAL, INC. Ticker: OIS Security ID: 678026105 Meeting Date: MAY 15, 2014 Meeting Type: Annual Record Date: MAR 26, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Cindy B. Taylor For For Management 1.2 Elect Director Christopher T. Seaver For For Management 1.3 Elect Director Lawrence R. Dickerson For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- PANDORA MEDIA, INC. Ticker: P Security ID: 698354107 Meeting Date: JUN 04, 2014 Meeting Type: Annual Record Date: APR 08, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter Chernin For For Management 1.2 Elect Director Brian McAndrews For For Management 1.3 Elect Director Tim Westergren For For Management 2 Ratify Auditors For For Management 3 Approve Qualified Employee Stock For For Management Purchase Plan -------------------------------------------------------------------------------- PHARMACYCLICS, INC. Ticker: PCYC Security ID: 716933106 Meeting Date: MAY 08, 2014 Meeting Type: Annual Record Date: MAR 31, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert F. Booth For For Management 1.2 Elect Director Kenneth A. Clark For For Management 1.3 Elect Director Robert W. Duggan For For Management 1.4 Elect Director Eric H. Halvorson For For Management 1.5 Elect Director Minesh P. Mehta For For Management 1.6 Elect Director David D. Smith For For Management 1.7 Elect Director Richard A. van den Broek For For Management 2 Approve Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- POLARIS INDUSTRIES INC. Ticker: PII Security ID: 731068102 Meeting Date: APR 24, 2014 Meeting Type: Annual Record Date: FEB 27, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kevin M. Farr For For Management 1.2 Elect Director Gary E. Hendrickson For For Management 1.3 Elect Director R. M. (Mark) Schreck For For Management 1.4 Elect Director William G. Van Dyke For For Management 2 Amend Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- POLYONE CORPORATION Ticker: POL Security ID: 73179P106 Meeting Date: MAY 15, 2014 Meeting Type: Annual Record Date: MAR 18, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard H. Fearon For For Management 1.2 Elect Director Gregory J. Goff For For Management 1.3 Elect Director Gordon D. Harnett For For Management 1.4 Elect Director Sandra B. Lin For For Management 1.5 Elect Director Richard A. Lorraine For For Management 1.6 Elect Director Stephen D. Newlin For For Management 1.7 Elect Director Robert M. Patterson For For Management 1.8 Elect Director William H. Powell For For Management 1.9 Elect Director Kerry J. Preete For For Management 1.10 Elect Director Farah M. Walters For For Management 1.11 Elect Director William A. Wulfsohn For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- PUMA BIOTECHNOLOGY, INC. Ticker: PBYI Security ID: 74587V107 Meeting Date: JUN 10, 2014 Meeting Type: Annual Record Date: APR 17, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan H. Auerbach For For Management 1.2 Elect Director Thomas R. Malley For For Management 1.3 Elect Director Jay M. Moyes For For Management 1.4 Elect Director Troy E. Wilson For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For Against Management -------------------------------------------------------------------------------- QUINTILES TRANSNATIONAL HOLDINGS INC. Ticker: Q Security ID: 74876Y101 Meeting Date: MAY 08, 2014 Meeting Type: Annual Record Date: MAR 20, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dennis B. Gillings For For Management 1.2 Elect Director Jonathan J. Coslet For Withhold Management 1.3 Elect Director Michael J. Evanisko For For Management 1.4 Elect Director Christopher R. Gordon For For Management 1.5 Elect Director Richard Relyea For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Approve Qualified Employee Stock For For Management Purchase Plan 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- ROBERT HALF INTERNATIONAL INC. Ticker: RHI Security ID: 770323103 Meeting Date: MAY 22, 2014 Meeting Type: Annual Record Date: APR 02, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Andrew S. Berwick, Jr. For For Management 1.2 Elect Director Harold M. Messmer, Jr. For For Management 1.3 Elect Director Barbara J. Novogradac For For Management 1.4 Elect Director Robert J. Pace For For Management 1.5 Elect Director Frederick A. Richman For For Management 1.6 Elect Director M. Keith Waddell For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- SHUTTERFLY, INC. Ticker: SFLY Security ID: 82568P304 Meeting Date: MAY 21, 2014 Meeting Type: Annual Record Date: MAR 26, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Philip A. Marineau For For Management 1b Elect Director Brian T. Swette For For Management 1c Elect Director Ann Mather For Against Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- SIGNATURE BANK Ticker: SBNY Security ID: 82669G104 Meeting Date: APR 24, 2014 Meeting Type: Annual Record Date: MAR 06, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Scott A. Shay For For Management 1.2 Elect Director Alfred B. DelBello For For Management 1.3 Elect Director Joseph J. DePaolo For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- SIRONA DENTAL SYSTEMS, INC. Ticker: SIRO Security ID: 82966C103 Meeting Date: FEB 19, 2014 Meeting Type: Annual Record Date: DEC 23, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William K. Hood For For Management 1.2 Elect Director Thomas Jetter For For Management 1.3 Elect Director Harry M. Jansen For For Management Kraemer, Jr. 1.4 Elect Director Jeffrey T. Slovin For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Declassify the Board of Directors For For Management -------------------------------------------------------------------------------- SM ENERGY COMPANY Ticker: SM Security ID: 78454L100 Meeting Date: MAY 20, 2014 Meeting Type: Annual Record Date: MAR 21, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Anthony J. Best For For Management 1.2 Elect Director Larry W. Bickle For For Management 1.3 Elect Director Stephen R. Brand For For Management 1.4 Elect Director William J. Gardiner For For Management 1.5 Elect Director Loren M. Leiker For For Management 1.6 Elect Director Julio M. Quintana For For Management 1.7 Elect Director John M. Seidl For For Management 1.8 Elect Director William D. Sullivan For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For Abstain Management Executive Officers' Compensation -------------------------------------------------------------------------------- SPROUTS FARMERS MARKET, INC. Ticker: SFM Security ID: 85208M102 Meeting Date: MAY 15, 2014 Meeting Type: Annual Record Date: MAR 17, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Terri Funk Graham For For Management 1.2 Elect Director George G. Golleher For For Management 1.3 Elect Director Steven H. Townsend For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- STIFEL FINANCIAL CORP. Ticker: SF Security ID: 860630102 Meeting Date: JUN 11, 2014 Meeting Type: Annual Record Date: APR 14, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bruce A. Beda For For Management 1.2 Elect Director Fredrick O. Hanser For For Management 1.3 Elect Director Ronald J. Kruszewski For For Management 1.4 Elect Director Thomas P. Mulroy For For Management 1.5 Elect Director Thomas W. Weisel For For Management 1.6 Elect Director Kelvin R. Westbrook For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- SUPERIOR ENERGY SERVICES, INC. Ticker: SPN Security ID: 868157108 Meeting Date: MAY 14, 2014 Meeting Type: Annual Record Date: MAR 31, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Harold J. Bouillion For For Management 1.2 Elect Director Enoch L. Dawkins For For Management 1.3 Elect Director David D. Dunlap For For Management 1.4 Elect Director James M. Funk For For Management 1.5 Elect Director Terence E. Hall For For Management 1.6 Elect Director Peter D. Kinnear For For Management 1.7 Elect Director Michael M. McShane For For Management 1.8 Elect Director W. Matt Ralls For For Management 1.9 Elect Director Justin L. Sullivan For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management 4 Report on Human Rights Risk Assessment Against For Shareholder Process -------------------------------------------------------------------------------- SVB FINANCIAL GROUP Ticker: SIVB Security ID: 78486Q101 Meeting Date: APR 24, 2014 Meeting Type: Annual Record Date: FEB 25, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Greg W. Becker For For Management 1.2 Elect Director Eric A. Benhamou For For Management 1.3 Elect Director David M. Clapper For For Management 1.4 Elect Director Roger F. Dunbar For For Management 1.5 Elect Director Joel P. Friedman For For Management 1.6 Elect Director C. Richard Kramlich For For Management 1.7 Elect Director Lata Krishnan For For Management 1.8 Elect Director Jeffrey N. Maggioncalda For For Management 1.9 Elect Director Kate D. Mitchell For For Management 1.10 Elect Director John F. Robinson For For Management 1.11 Elect Director Garen K. Staglin For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Other Business For Against Management -------------------------------------------------------------------------------- SYNAGEVA BIOPHARMA CORP. Ticker: GEVA Security ID: 87159A103 Meeting Date: JUN 04, 2014 Meeting Type: Annual Record Date: APR 11, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sanj K. Patel For For Management 1.2 Elect Director Felix J. Baker For For Management 1.3 Elect Director Stephen R. Biggar For For Management 1.4 Elect Director Stephen R. Davis For For Management 1.5 Elect Director Thomas R. Malley For For Management 1.6 Elect Director Barry Quart For For Management 1.7 Elect Director Thomas J. Tisch For For Management 1.8 Elect Director Peter Wirth For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Approve Omnibus Stock Plan For For Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- TABLEAU SOFTWARE, INC. Ticker: DATA Security ID: 87336U105 Meeting Date: MAY 09, 2014 Meeting Type: Annual Record Date: MAR 21, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Elliott Jurgensen, Jr. For For Management 1.2 Elect Director John McAdam For For Management 1.3 Elect Director Brooke Seawell For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- TERADYNE, INC. Ticker: TER Security ID: 880770102 Meeting Date: MAY 20, 2014 Meeting Type: Annual Record Date: MAR 27, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Michael A. Bradley For For Management 1b Elect Director Daniel W. Christman For For Management 1c Elect Director Edwin J. Gillis For For Management 1d Elect Director Timothy E. Guertin For For Management 1e Elect Director Mark E. Jagiela For For Management 1f Elect Director Paul J. Tufano For For Management 1g Elect Director Roy A. Vallee For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- TESARO, INC. Ticker: TSRO Security ID: 881569107 Meeting Date: MAY 16, 2014 Meeting Type: Annual Record Date: MAR 19, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Leon (Lonnie) O. For For Management Moulder, Jr. 1.2 Elect Director Mary Lynne Hedley For For Management 1.3 Elect Director David M. Mott For For Management 1.4 Elect Director Lawrence (Larry) M. For For Management Alleva 1.5 Elect Director James O. Armitage For For Management 1.6 Elect Director Earl M. (Duke) Collier, For For Management Jr. 1.7 Elect Director Arnold L. Oronsky For For Management 1.8 Elect Director Beth Seidenberg For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- THE MIDDLEBY CORPORATION Ticker: MIDD Security ID: 596278101 Meeting Date: MAY 06, 2014 Meeting Type: Annual Record Date: MAR 14, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Selim A. Bassoul For For Management 1.2 Elect Director Sarah Palisi Chapin For For Management 1.3 Elect Director Robert B. Lamb For For Management 1.4 Elect Director John R. Miller, III For For Management 1.5 Elect Director Gordon O'Brien For For Management 1.6 Elect Director Philip G. Putnam For For Management 1.7 Elect Director Sabin C. Streeter For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Increase Authorized Common Stock For Against Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- THE ULTIMATE SOFTWARE GROUP, INC. Ticker: ULTI Security ID: 90385D107 Meeting Date: MAY 19, 2014 Meeting Type: Annual Record Date: MAR 25, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director LeRoy A. Vander Putten For For Management 1.2 Elect Director Robert A. Yanover For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- TRACTOR SUPPLY COMPANY Ticker: TSCO Security ID: 892356106 Meeting Date: MAY 01, 2014 Meeting Type: Annual Record Date: MAR 06, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Cynthia T. Jamison For For Management 1.2 Elect Director Johnston C. Adams For For Management 1.3 Elect Director Peter D. Bewley For For Management 1.4 Elect Director Jack C. Bingleman For For Management 1.5 Elect Director Richard W. Frost For For Management 1.6 Elect Director George MacKenzie For For Management 1.7 Elect Director Edna K. Morris For For Management 1.8 Elect Director Gregory A. Sandfort For For Management 1.9 Elect Director Mark J. Weikel For For Management 2 Increase Authorized Common Stock For For Management 3 Amend Omnibus Stock Plan For For Management 4 Ratify Auditors For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- TRANSDIGM GROUP INCORPORATED Ticker: TDG Security ID: 893641100 Meeting Date: MAR 04, 2014 Meeting Type: Annual Record Date: JAN 03, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sean P. Hennessy For For Management 1.2 Elect Director Douglas Peacock For For Management 1.3 Elect Director John Staer For Withhold Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management 4 Declassify the Board of Directors For For Management -------------------------------------------------------------------------------- UNDER ARMOUR, INC. Ticker: UA Security ID: 904311107 Meeting Date: MAY 13, 2014 Meeting Type: Annual Record Date: FEB 21, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kevin A. Plank For For Management 1.2 Elect Director Byron K. Adams, Jr. For For Management 1.3 Elect Director Douglas E. Coltharp For For Management 1.4 Elect Director Anthony W. Deering For For Management 1.5 Elect Director A.B. Krongard For For Management 1.6 Elect Director William R. McDermott For For Management 1.7 Elect Director Eric T. Olson For For Management 1.8 Elect Director Harvey L. Sanders For For Management 1.9 Elect Director Thomas J. Sippel For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- UNITED RENTALS, INC. Ticker: URI Security ID: 911363109 Meeting Date: MAY 07, 2014 Meeting Type: Annual Record Date: MAR 10, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jenne K. Britell For For Management 1.2 Elect Director Jose B. Alvarez For For Management 1.3 Elect Director Bobby J. Griffin For For Management 1.4 Elect Director Michael J. Kneeland For For Management 1.5 Elect Director Pierre E. Leroy For For Management 1.6 Elect Director Singleton B. McAllister For For Management 1.7 Elect Director Brian D. McAuley For For Management 1.8 Elect Director John S. McKinney For For Management 1.9 Elect Director James H. Ozanne For For Management 1.10 Elect Director Jason D. Papastavrou For For Management 1.11 Elect Director Filippo Passerini For For Management 1.12 Elect Director Donald C. Roof For For Management 1.13 Elect Director Keith Wimbush For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Amend Omnibus Stock Plan For For Management 4 Amend Omnibus Stock Plan For For Management 5 Ratify Auditors For For Management 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- VALMONT INDUSTRIES, INC. Ticker: VMI Security ID: 920253101 Meeting Date: APR 29, 2014 Meeting Type: Annual Record Date: MAR 03, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mogens C. Bay For For Management 1.2 Elect Director Walter Scott, Jr. For For Management 1.3 Elect Director Clark T. Randt, Jr. For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- VEECO INSTRUMENTS INC. Ticker: VECO Security ID: 922417100 Meeting Date: DEC 10, 2013 Meeting Type: Annual Record Date: OCT 22, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Roger D. McDaniel For For Management 1.2 Elect Director John R. Peeler For For Management 2 Amend Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- WAGEWORKS, INC. Ticker: WAGE Security ID: 930427109 Meeting Date: MAY 13, 2014 Meeting Type: Annual Record Date: MAR 17, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John W. Larson For For Management 1.2 Elect Director Mariann Byerwalter For For Management 1.3 Elect Director Edward C. Nafus For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- YELP INC. Ticker: YELP Security ID: 985817105 Meeting Date: MAY 21, 2014 Meeting Type: Annual Record Date: MAR 24, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Diane Irvine For For Management 1.2 Elect Director Max Levchin For For Management 1.3 Elect Director Mariam Naficy For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- ZEBRA TECHNOLOGIES CORPORATION Ticker: ZBRA Security ID: 989207105 Meeting Date: MAY 15, 2014 Meeting Type: Annual Record Date: MAR 24, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Frank B. Modruson For For Management 1.2 Elect Director Anders Gustafsson For For Management 1.3 Elect Director Andrew K. Ludwick For For Management 1.4 Elect Director Janice M. Roberts For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- ZILLOW, INC. Ticker: Z Security ID: 98954A107 Meeting Date: JUN 04, 2014 Meeting Type: Annual Record Date: APR 02, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J. William Gurley For For Management 1.2 Elect Director Jay C. Hoag For For Management 1.3 Elect Director Gregory B. Maffei For For Management ========== END NPX REPORT SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Registrant: AllianceBernstein Discovery Growth Fund, Inc. By: Robert M. Keith* ----------------------- Chief Executive Officer Date: August 29, 2014 *By: /s/ Emilie D. Wrapp -------------------- Emilie D. Wrapp Secretary POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below hereby revokes all prior powers granted by the undersigned to the extent inconsistent herewith and constitutes and appoints Robert M. Keith, Emilie D. Wrapp, Eric C. Freed, Nancy E. Hay and Stephen J. Laffey and each of them, to act severally as attorney-in-fact and agent, with power of substitution and resubstitution, for the undersigned in any and all capacities, solely for the purpose of signing the respective Registration Statements, and any amendments thereto, on Form N-1A and any other filings of: -AllianceBernstein Blended Style Series, Inc. -AllianceBernstein Bond Fund, Inc. -AllianceBernstein Cap Fund, Inc. -AllianceBernstein Core Opportunities Fund, Inc. -AllianceBernstein Corporate Shares -AllianceBernstein Discovery Growth Fund, Inc. -AllianceBernstein Equity Income Fund, Inc. -AllianceBernstein Exchange Reserves -AllianceBernstein Fixed-Income Shares, Inc. -AllianceBernstein Global Bond Fund, Inc. -AllianceBernstein Global Real Estate Investment Fund, Inc. -AllianceBernstein Global Risk Allocation Fund, Inc. -AllianceBernstein Global Thematic Growth Fund, Inc. -AllianceBernstein Growth and Income Fund, Inc. -AllianceBernstein High Income Fund, Inc. -AllianceBernstein Institutional Funds, Inc. -AllianceBernstein International Growth Fund, Inc. -AllianceBernstein Large Cap Growth Fund, Inc. -AllianceBernstein Municipal Income Fund, Inc. -AllianceBernstein Municipal Income Fund II -AllianceBernstein Trust -AllianceBernstein Unconstrained Bond Fund, Inc. -AllianceBernstein Variable Products Series Fund, Inc. -The AllianceBernstein Portfolios -The AllianceBernstein Pooling Portfolios -Sanford C. Bernstein Fund II, Inc. and filing the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof. /s/ Robert M. Keith ------------------------ Robert M. Keith Dated: February 5, 2013