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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

FORM N-PX

annual report of proxy voting record of
registered management investment company

Investment Company Act file number:	811- 2192

The Dreyfus Third Century Fund, Inc.

(Exact name of registrant as specified in charter)

c/o The Dreyfus Corporation 200 Park Avenue New York, New York 10166

(Address of principal executive offices) (Zip code)

John Pak, Esq. 200 Park Avenue New York, New York 10166
(Name and address of agent for service)

Registrant's telephone number, including area code: (212) 922-6000

Date of fiscal year end: 5/31

Date of reporting period: July 1, 2012-June 30, 2013

===================== The Dreyfus Third Century Fund, Inc. =====================

3M COMPANY

Ticker: MMM Security ID: 88579Y101

Meeting Date: MAY 14, 2013 Meeting Type: Annual

Record Date: MAR 15, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Linda G. Alvarado For For Management

1b Elect Director Vance D. Coffman For For Management

1c Elect Director Michael L. Eskew For For Management

1d Elect Director W. James Farrell For For Management

1e Elect Director Herbert L. Henkel For For Management

1f Elect Director Muhtar Kent For For Management

1g Elect Director Edward M. Liddy For For Management

1h Elect Director Robert S. Morrison For For Management

1i Elect Director Aulana L. Peters For Against Management

1j Elect Director Inge G. Thulin For For Management

1k Elect Director Robert J. Ulrich For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Provide Right to Act by Written Consent Against For Shareholder

5 Study Feasibility of Prohibiting Against Against Shareholder

Political Contributions

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ACCENTURE PLC

Ticker: ACN Security ID: G1151C101

Meeting Date: FEB 06, 2013 Meeting Type: Annual

Record Date: DEC 11, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1 Accept Financial Statements and For For Management

Statutory Reports

2.1 Elect Director William L. Kimsey For For Management

2.2 Elect Director Robert I. Lipp For For Management

2.3 Elect Director Pierre Nanterme For For Management

2.4 Elect Director Gilles C. Pelisson For For Management

2.5 Elect Director Wulf von Schimmelmann For For Management

3 Approve Auditors and Authorize Board For For Management

to Fix Their Remuneration

4 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

5 Amend 2010 Share Incentive Plan For Against Management

6 Authorize the Holding of the 2014 AGM For For Management

at a Location Outside Ireland

7 Authorize Open-Market Purchases of For For Management

Class A Ordinary Shares

8 Determine the Price Range at which For For Management

Accenture Plc can Re-issue Shares that

it Acquires as Treasury Stock

9 Report on Lobbying Payments and Policy Against Against Shareholder

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AFLAC INCORPORATED

Ticker: AFL Security ID: 001055102

Meeting Date: MAY 06, 2013 Meeting Type: Annual

Record Date: FEB 27, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Daniel P. Amos For For Management

1b Elect Director John Shelby Amos, II For For Management

1c Elect Director Paul S. Amos, II For For Management

1d Elect Director W. Paul Bowers For For Management

1e Elect Director Kriss Cloninger, III For For Management

1f Elect Director Elizabeth J. Hudson For For Management

1g Elect Director Douglas W. Johnson For For Management

1h Elect Director Robert B. Johnson For For Management

1i Elect Director Charles B. Knapp For For Management

1j Elect Director E. Stephen Purdom For For Management

1k Elect Director Barbara K. Rimer For For Management

1l Elect Director Melvin T. Stith For For Management

1m Elect Director David Gary Thompson For For Management

1n Elect Director Takuro Yoshida For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

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AGILENT TECHNOLOGIES, INC.

Ticker: A Security ID: 00846U101

Meeting Date: MAR 20, 2013 Meeting Type: Annual

Record Date: JAN 22, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Paul N. Clark For For Management

1.2 Elect Director James G. Cullen For For Management

1.3 Elect Director Tadataka Yamada For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Declassify the Board of Directors Against For Shareholder

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AKAMAI TECHNOLOGIES, INC.

Ticker: AKAM Security ID: 00971T101

Meeting Date: MAY 15, 2013 Meeting Type: Annual

Record Date: MAR 22, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Pamela J. Craig For Against Management

1.2 Elect Director F. Thomson Leighton For Against Management

1.3 Elect Director Paul Sagan For Against Management

1.4 Elect Director Naomi O. Seligman For Against Management

2 Approve Omnibus Stock Plan For For Management

3a Declassify the Board of Directors For For Management

3b Amend Certificate of Incorporation to For For Management

Provide Directors May be Removed With

or Without Cause

3c Reduce Supermajority Vote Requirement For For Management

4 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

5 Ratify Auditors For For Management

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ALLERGAN, INC.

Ticker: AGN Security ID: 018490102

Meeting Date: APR 30, 2013 Meeting Type: Annual

Record Date: MAR 06, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director David E.I. Pyott For For Management

1b Elect Director Michael R. Gallagher For For Management

1c Elect Director Deborah Dunsire For For Management

1d Elect Director Dawn Hudson For For Management

1e Elect Director Trevor M. Jones For For Management

1f Elect Director Louis J. Lavigne, Jr. For For Management

1g Elect Director Peter J. McDonnell For For Management

1h Elect Director Timothy D. Proctor For For Management

1i Elect Director Russell T. Ray For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Provide Right to Call Special Meeting For For Management

5.1 Provide Right to Act by Written Consent Against For Shareholder

5.2 Report on Lobbying Payments and Policy Against Against Shareholder

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

AMERICAN EXPRESS COMPANY

Ticker: AXP Security ID: 025816109

Meeting Date: APR 29, 2013 Meeting Type: Annual

Record Date: MAR 01, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Charlene Barshefsky For For Management

1.2 Elect Director Ursula M. Burns For For Management

1.3 Elect Director Kenneth I. Chenault For For Management

1.4 Elect Director Peter Chernin For For Management

1.5 Elect Director Anne Lauvergeon For For Management

1.6 Elect Director Theodore J. Leonsis For For Management

1.7 Elect Director Richard C. Levin For For Management

1.8 Elect Director Richard A. McGinn For For Management

1.9 Elect Director Samuel J. Palmisano For For Management

1.10 Elect Director Steven S Reinemund For For Management

1.11 Elect Director Daniel L. Vasella For For Management

1.12 Elect Director Robert D. Walter For For Management

1.13 Elect Director Ronald A. Williams For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Require Independent Board Chairman Against Against Shareholder

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

AMERISOURCEBERGEN CORPORATION

Ticker: ABC Security ID: 03073E105

Meeting Date: FEB 28, 2013 Meeting Type: Annual

Record Date: JAN 02, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Steven H. Collis For For Management

1.2 Elect Director Douglas R. Conant For For Management

1.3 Elect Director Richard W. Gochnauer For For Management

1.4 Elect Director Richard C. Gozon For Against Management

1.5 Elect Director Edward E. Hagenlocker For Against Management

1.6 Elect Director Kathleen W. Hyle For For Management

1.7 Elect Director Michael J. Long For Against Management

1.8 Elect Director Henry W. McGee For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

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APPLE INC.

Ticker: AAPL Security ID: 037833100

Meeting Date: FEB 27, 2013 Meeting Type: Annual

Record Date: JAN 02, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director William Campbell For For Management

1.2 Elect Director Timothy Cook For For Management

1.3 Elect Director Millard Drexler For For Management

1.4 Elect Director Al Gore For For Management

1.5 Elect Director Robert Iger For For Management

1.6 Elect Director Andrea Jung For For Management

1.7 Elect Director Arthur Levinson For For Management

1.8 Elect Director Ronald Sugar For For Management

2 Amend Articles of Incorporation For For Management

3 Ratify Auditors For For Management

4 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

5 Stock Retention/Holding Period Against Against Shareholder

6 Establish Board Committee on Human Against Against Shareholder

Rights

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APPLIED MATERIALS, INC.

Ticker: AMAT Security ID: 038222105

Meeting Date: MAR 05, 2013 Meeting Type: Annual

Record Date: JAN 09, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Aart J. de Geus For For Management

1b Elect Director Stephen R. Forrest For For Management

1c Elect Director Thomas J. Iannotti For For Management

1d Elect Director Susan M. James For For Management

1e Elect Director Alexander A. Karsner For For Management

1f Elect Director Gerhard H. Parker For For Management

1g Elect Director Dennis D. Powell For For Management

1h Elect Director Willem P. Roelandts For For Management

1i Elect Director James E. Rogers For For Management

1j Elect Director Michael R. Splinter For For Management

1k Elect Director Robert H. Swan For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

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ASTRAZENECA PLC

Ticker: AZN Security ID: 046353108

Meeting Date: APR 25, 2013 Meeting Type: Annual

Record Date: MAR 15, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1 Accept Financial Statements and For For Management

Statutory Reports

2 Approve Dividends For For Management

3 Reappoint KPMG Audit plc as Auditors For For Management

4 Authorise Board to Fix Remuneration of For For Management

Auditors

5(a) Re-elect Leif Johansson as Director For For Management

5(b) Elect Pascal Soriot as Director For For Management

5(c) Re-elect Simon Lowth as Director For For Management

5(d) Re-elect Genevieve Berger as Director For For Management

5(e) Re-elect Bruce Burlington as Director For For Management

5(f) Re-elect Graham Chipchase as Director For For Management

5(g) Re-elect Jean-Philippe Courtois as For For Management

Director

5(h) Re-elect Rudy Markham as Director For For Management

5(i) Re-elect Nancy Rothwell as Director For For Management

5(j) Re-elect Shriti Vadera as Director For For Management

5(k) Re-elect John Varley as Director For For Management

5(l) Re-elect Marcus Wallenberg as Director For For Management

6 Approve Remuneration Report For For Management

7 Authorise EU Political Donations and For For Management

Expenditure

8 Authorise Issue of Equity with For For Management

Pre-emptive Rights

9 Authorise Issue of Equity without For For Management

Pre-emptive Rights

10 Authorise Market Purchase of Ordinary For For Management

11 Authorise the Company to Call EGM with For For Management

Two Weeks' Notice

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AT&T INC.

Ticker: T Security ID: 00206R102

Meeting Date: APR 26, 2013 Meeting Type: Annual

Record Date: FEB 27, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Randall L. Stephenson For Did Not Vote Management

1.2 Elect Director Gilbert F. Amelio For Did Not Vote Management

1.3 Elect Director Reuben V. Anderson For Did Not Vote Management

1.4 Elect Director James H. Blanchard For Did Not Vote Management

1.5 Elect Director Jaime Chico Pardo For Did Not Vote Management

1.6 Elect Director Scott T. Ford For Did Not Vote Management

1.7 Elect Director James P. Kelly For Did Not Vote Management

1.8 Elect Director Jon C. Madonna For Did Not Vote Management

1.9 Elect Director Michael B. McCallister For Did Not Vote Management

1.10 Elect Director John B. McCoy For Did Not Vote Management

1.11 Elect Director Joyce M. Roche For Did Not Vote Management

1.12 Elect Director Matthew K. Rose For Did Not Vote Management

1.13 Elect Director Laura D'Andrea Tyson For Did Not Vote Management

2 Ratify Auditors For Did Not Vote Management

3 Advisory Vote to Ratify Named For Did Not Vote Management

Executive Officers' Compensation

4 Amend Stock Purchase and Deferral Plan For Did Not Vote Management

5 Report on Political Contributions Against Did Not Vote Shareholder

6 Report on Reducing Lead Battery Health Against Did Not Vote Shareholder

Hazards

7 Submit Severance Agreement Against Did Not Vote Shareholder

(Change-in-Control) to Shareholder Vote

8 Require Independent Board Chairman Against Did Not Vote Shareholder

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

AVERY DENNISON CORPORATION

Ticker: AVY Security ID: 053611109

Meeting Date: APR 25, 2013 Meeting Type: Annual

Record Date: FEB 25, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Bradley A. Alford For Against Management

1.2 Elect Director Anthony K. Anderson For For Management

1.3 Elect Director Rolf L. Borjesson For For Management

1.4 Elect Director John T. Cardis For For Management

1.5 Elect Director David E. I. Pyott For Against Management

1.6 Elect Director Dean A. Scarborough For For Management

1.7 Elect Director Patrick T. Siewert For For Management

1.8 Elect Director Julia A. Stewart For Against Management

1.9 Elect Director Martha N. Sullivan For For Management

2 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

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AVNET, INC.

Ticker: AVT Security ID: 053807103

Meeting Date: NOV 02, 2012 Meeting Type: Annual

Record Date: SEP 04, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director J. Veronica Biggins For For Management

1.2 Elect Director Michael A. Bradley For For Management

1.3 Elect Director R. Kerry Clark For For Management

1.4 Elect Director Richard Hamada For For Management

1.5 Elect Director James A. Lawrence For For Management

1.6 Elect Director Frank R. Noonan For For Management

1.7 Elect Director Ray M. Robinson For Withhold Management

1.8 Elect Director William H. Schumann III For For Management

1.9 Elect Director William P. Sullivan For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Amend Executive Incentive Bonus Plan For For Management

4 Ratify Auditors For For Management

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

BALL CORPORATION

Ticker: BLL Security ID: 058498106

Meeting Date: APR 24, 2013 Meeting Type: Annual

Record Date: MAR 01, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Hanno C. Fiedler For Withhold Management

1.2 Elect Director John F. Lehman For Withhold Management

1.3 Elect Director Georgia R. Nelson For Withhold Management

2 Ratify Auditors For For Management

3 Approve Omnibus Stock Plan For For Management

4 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

5 Require a Majority Vote for the Against For Shareholder

Election of Directors

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BB&T CORPORATION

Ticker: BBT Security ID: 054937107

Meeting Date: APR 23, 2013 Meeting Type: Special

Record Date: MAR 01, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1 Amend Articles of Incorporation of For For Management

BB&T to Change the Payment Dates of

its Preferred Stock Dividends to

Conform with the Payment Date of its

Common Stock Dividends and Conform

Preferred Stock Record Dates

2 Adjourn Meeting For For Management

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BB&T CORPORATION

Ticker: BBT Security ID: 054937107

Meeting Date: APR 23, 2013 Meeting Type: Annual

Record Date: FEB 20, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director John A. Allison, IV For For Management

1.2 Elect Director Jennifer S. Banner For For Management

1.3 Elect Director K. David Boyer, Jr. For For Management

1.4 Elect Director Anna R. Cablik For Withhold Management

1.5 Elect Director Ronald E. Deal For For Management

1.6 Elect Director James A. Faulkner For For Management

1.7 Elect Director I. Patricia Henry For For Management

1.8 Elect Director John P. Howe, III For Withhold Management

1.9 Elect Director Eric C. Kendrick For For Management

1.10 Elect Director Kelly S. King For For Management

1.11 Elect Director Louis B. Lynn For For Management

1.12 Elect Director Edward C. Milligan For For Management

1.13 Elect Director Charles A. Patton For For Management

1.14 Elect Director Nido R. Qubein For For Management

1.15 Elect Director Tollie W. Rich, Jr. For For Management

1.16 Elect Director Thomas E. Skains For For Management

1.17 Elect Director Thomas N. Thompson For For Management

1.18 Elect Director Edwin H. Welch For Withhold Management

1.19 Elect Director Stephen T. Williams For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

4 Report on Political Contributions and Against Against Shareholder

Lobbying Expenditures

5 Require a Majority Vote for the Against For Shareholder

Election of Directors

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BECTON, DICKINSON AND COMPANY

Ticker: BDX Security ID: 075887109

Meeting Date: JAN 29, 2013 Meeting Type: Annual

Record Date: DEC 07, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Basil L. Anderson For Against Management

1.2 Elect Director Henry P. Becton, Jr. For For Management

1.3 Elect Director Catherine M. Burzik For For Management

1.4 Elect Director Edward F. DeGraan For Against Management

1.5 Elect Director Vincent A. Forlenza For For Management

1.6 Elect Director Claire M. Fraser For For Management

1.7 Elect Director Christopher Jones For For Management

1.8 Elect Director Marshall O. Larsen For Against Management

1.9 Elect Director Adel A.F. Mahmoud For For Management

1.10 Elect Director Gary A. Mecklenburg For For Management

1.11 Elect Director James F. Orr For Against Management

1.12 Elect Director Willard J. Overlock, Jr. For Against Management

1.13 Elect Director Rebecca W. Rimel For For Management

1.14 Elect Director Bertram L. Scott For Against Management

1.15 Elect Director Alfred Sommer For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

4 Rescind Fair Price Provision For For Management

5 Amend Omnibus Stock Plan For Against Management

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BED BATH & BEYOND INC.

Ticker: BBBY Security ID: 075896100

Meeting Date: JUN 28, 2013 Meeting Type: Annual

Record Date: MAY 03, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Warren Eisenberg For For Management

1b Elect Director Leonard Feinstein For For Management

1c Elect Director Steven H. Temares For For Management

1d Elect Director Dean S. Adler For Against Management

1e Elect Director Stanley F. Barshay For Against Management

1f Elect Director Klaus Eppler For For Management

1g Elect Director Patrick R. Gaston For For Management

1h Elect Director Jordan Heller For For Management

1i Elect Director Victoria A. Morrison For Against Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

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BIOGEN IDEC INC.

Ticker: BIIB Security ID: 09062X103

Meeting Date: JUN 12, 2013 Meeting Type: Annual

Record Date: APR 15, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Caroline D. Dorsa For For Management

1.2 Elect Director Stelios Papadopoulos For For Management

1.3 Elect Director George A. Scangos For For Management

1.4 Elect Director Lynn Schenk For For Management

1.5 Elect Director Alexander J. Denner For For Management

1.6 Elect Director Nancy L. Leaming For For Management

1.7 Elect Director Richard C. Mulligan For For Management

1.8 Elect Director Robert W. Pangia For For Management

1.9 Elect Director Brian S. Posner For For Management

1.10 Elect Director Eric K. Rowinsky For For Management

1.11 Elect Director Stephen A. Sherwin For For Management

1.12 Elect Director William D. Young For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Amend Executive Incentive Bonus Plan For For Management

5 Amend Omnibus Stock Plan For For Management

6 Stock Retention/Holding Period Against For Shareholder

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

BMC SOFTWARE, INC.

Ticker: BMC Security ID: 055921100

Meeting Date: JUL 25, 2012 Meeting Type: Proxy Contest

Record Date: JUN 04, 2012

# Proposal Mgt Rec Vote Cast Sponsor

Management Proxy (White Card) None

1 Elect Director Robert E. Beauchamp For For Management

2 Elect Director Jon E. Barfield For For Management

3 Elect Director Gary L. Bloom For For Management

4 Elect Director John M. Dillon For For Management

5 Elect Director Meldon K. Gafner For For Management

6 Elect Director Mark J. Hawkins For For Management

7 Elect Director Stephan A. James For For Management

8 Elect Director P. Thomas Jenkins For For Management

9 Elect Director Louis J. Lavigne, Jr. For For Management

10 Elect Director Kathleen A. O'Neil For For Management

11 Elect Director Carl James Schaper For For Management

12 Elect Director Tom C. Tinsley For For Management

13 Approve Qualified Employee Stock For For Management

Purchase Plan

14 Ratify Auditors For For Management

15 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

# Proposal Diss Rec Vote Cast Sponsor

Dissident Proxy (Green Card) None

1.1 Elect Director Carl James Schaper Do Not Did Not Vote Shareholder

Vote

1.2 Elect Director Thomas E. Hogan Do Not Did Not Vote Shareholder

Vote

1.3 Elect Director John M. Dillon Do Not Did Not Vote Shareholder

Vote

1.4 Elect Director Andreas W. Mattes Do Not Did Not Vote Shareholder

Vote

1.5 Management Nominee - Robert E. Do Not Did Not Vote Shareholder

Beauchamp Vote

1.6 Management Nominee - Gary L. Bloom Do Not Did Not Vote Shareholder

Vote

1.7 Management Nominee - Mark J. Hawkins Do Not Did Not Vote Shareholder

Vote

1.8 Management Nominee - Stephan A. James Do Not Did Not Vote Shareholder

Vote

1.9 Management Nominee - P. Thomas Jenkins Do Not Did Not Vote Shareholder

Vote

1.10 Management Nominee - Louis J. Lavigne, Do Not Did Not Vote Shareholder

Jr. Vote

2 Approve Qualified Employee Stock Do Not Did Not Vote Management

Purchase Plan Vote

3 Ratify Auditors Do Not Did Not Vote Management

Vote

4 Advisory Vote to Ratify Named Do Not Did Not Vote Management

Executive Officers' Compensation Vote

5 Repeal Any Bylaws Amendments Adopted Do Not Did Not Vote Shareholder

after November 10, 2010 Vote

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

BRISTOL-MYERS SQUIBB COMPANY

Ticker: BMY Security ID: 110122108

Meeting Date: MAY 07, 2013 Meeting Type: Annual

Record Date: MAR 14, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1A Elect Director Lamberto Andreotti For For Management

1B Elect Director Lewis B. Campbell For For Management

1C Elect Director James M. Cornelius For For Management

1D Elect Director Laurie H. Glimcher For For Management

1E Elect Director Michael Grobstein For For Management

1F Elect Director Alan J. Lacy For For Management

1G Elect Director Vicki L. Sato For For Management

1H Elect Director Elliott Sigal For For Management

1I Elect Director Gerald L. Storch For For Management

1J Elect Director Togo D. West, Jr. For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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

BRISTOW GROUP INC.

Ticker: BRS Security ID: 110394103

Meeting Date: AUG 01, 2012 Meeting Type: Annual

Record Date: JUN 08, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Thomas N. Amonett For Withhold Management

1.2 Elect Director Stephen J. Cannon For For Management

1.3 Elect Director William E. Chiles For For Management

1.4 Elect Director Michael A. Flick For Withhold Management

1.5 Elect Director Lori A. Gobillot For For Management

1.6 Elect Director Ian A. Godden For For Management

1.7 Elect Director Stephen A. King For For Management

1.8 Elect Director Thomas C. Knudson For For Management

1.9 Elect Director Mathew Masters For Withhold Management

1.10 Elect Director Bruce H. Stover For Withhold Management

2 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

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CA, INC.

Ticker: CA Security ID: 12673P105

Meeting Date: AUG 01, 2012 Meeting Type: Annual

Record Date: JUN 05, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director Jens Alder For For Management

2 Elect Director Raymond J. Bromark For For Management

3 Elect Director Gary J. Fernandes For For Management

4 Elect Director Rohit Kapoor For For Management

5 Elect Director Kay Koplovitz For For Management

6 Elect Director Christopher B. Lofgren For For Management

7 Elect Director William E. McCracken For For Management

8 Elect Director Richard Sulpizio For For Management

9 Elect Director Laura S. Unger For For Management

10 Elect Director Arthur F. Weinbach For For Management

11 Elect Director Renato (Ron) Zambonini For For Management

12 Ratify Auditors For For Management

13 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

14 Approve Outside Director Stock Awards For For Management

in Lieu of Cash

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CAMPBELL SOUP COMPANY

Ticker: CPB Security ID: 134429109

Meeting Date: NOV 14, 2012 Meeting Type: Annual

Record Date: SEP 17, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Edmund M. Carpenter For For Management

1.2 Elect Director Paul R. Charron For For Management

1.3 Elect Director Bennett Dorrance For For Management

1.4 Elect Director Lawrence C. Karlson For For Management

1.5 Elect Director Randall W. Larrimore For For Management

1.6 Elect Director Mary Alice Dorrance For For Management

Malone

1.7 Elect Director Sara Mathew For For Management

1.8 Elect Director Denise M. Morrison For For Management

1.9 Elect Director Charles R. Perrin For For Management

1.10 Elect Director A. Barry Rand For For Management

1.11 Elect Director Nick Shreiber For For Management

1.12 Elect Director Tracey T. Travis For For Management

1.13 Elect Director Archbold D. van Beuren For For Management

1.14 Elect Director Les C. Vinney For For Management

1.15 Elect Director Charlotte C. Weber For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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

CISCO SYSTEMS, INC.

Ticker: CSCO Security ID: 17275R102

Meeting Date: NOV 15, 2012 Meeting Type: Annual

Record Date: SEP 17, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Carol A. Bartz For For Management

1b Elect Director Marc Benioff For For Management

1c Elect Director M. Michele Burns For For Management

1d Elect Director Michael D. Capellas For For Management

1e Elect Director Larry R. Carter For For Management

1f Elect Director John T. Chambers For For Management

1g Elect Director Brian L. Halla For For Management

1h Elect Director John L. Hennessy For For Management

1i Elect Director Kristina M. Johnson For For Management

1j Elect Director Richard M. Kovacevich For For Management

1k Elect Director Roderick C. McGeary For For Management

1l Elect Director Arun Sarin For For Management

1m Elect Director Steven M. West For For Management

2 Amend Executive Incentive Bonus Plan For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Ratify Auditors For For Management

5 Require Independent Board Chairman Against Against Shareholder

6 Report on Eliminating Conflict Against Against Shareholder

Minerals from Supply Chain

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

COCA-COLA ENTERPRISES, INC.

Ticker: CCE Security ID: 19122T109

Meeting Date: APR 23, 2013 Meeting Type: Annual

Record Date: FEB 25, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Jan Bennink For For Management

1.2 Elect Director John F. Brock For For Management

1.3 Elect Director Calvin Darden For For Management

1.4 Elect Director L. Phillip Humann For Withhold Management

1.5 Elect Director Orrin H. Ingram, II For Withhold Management

1.6 Elect Director Thomas H. Johnson For Withhold Management

1.7 Elect Director Suzanne B. Labarge For For Management

1.8 Elect Director Veronique Morali For Withhold Management

1.9 Elect Director Andrea L. Saia For For Management

1.10 Elect Director Garry Watts For For Management

1.11 Elect Director Curtis R. Welling For For Management

1.12 Elect Director Phoebe A. Wood For For Management

2 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

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

COMERICA INCORPORATED

Ticker: CMA Security ID: 200340107

Meeting Date: APR 23, 2013 Meeting Type: Annual

Record Date: FEB 22, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Ralph W. Babb, Jr. For For Management

1.2 Elect Director Roger A. Cregg For Against Management

1.3 Elect Director T. Kevin DeNicola For For Management

1.4 Elect Director Jacqueline P. Kane For Against Management

1.5 Elect Director Richard G. Lindner For Against Management

1.6 Elect Director Alfred A. Piergallini For Against Management

1.7 Elect Director Robert S. Taubman For For Management

1.8 Elect Director Reginald M. Turner, Jr. For For Management

1.9 Elect Director Nina G. Vaca 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

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

CONAGRA FOODS, INC.

Ticker: CAG Security ID: 205887102

Meeting Date: SEP 21, 2012 Meeting Type: Annual

Record Date: JUL 27, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Mogens C. Bay For For Management

1.2 Elect Director Stephen G. Butler For For Management

1.3 Elect Director Steven F. Goldstone For For Management

1.4 Elect Director Joie A. Gregor For For Management

1.5 Elect Director Rajive Johri For For Management

1.6 Elect Director W.G. Jurgensen For For Management

1.7 Elect Director Richard H. Lenny For For Management

1.8 Elect Director Ruth Ann Marshall For For Management

1.9 Elect Director Gary M. Rodkin For For Management

1.10 Elect Director Andrew J. Schindler For For Management

1.11 Elect Director Kenneth E. Stinson For For Management

2 Ratification Of The Appointment Of For For Management

Independent Auditor

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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

CONOCOPHILLIPS

Ticker: COP Security ID: 20825C104

Meeting Date: MAY 14, 2013 Meeting Type: Annual

Record Date: MAR 15, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Richard L. Armitage For For Management

1b Elect Director Richard H. Auchinleck For For Management

1c Elect Director James E. Copeland, Jr. For For Management

1d Elect Director Jody L. Freeman For For Management

1e Elect Director Gay Huey Evans For For Management

1f Elect Director Ryan M. Lance For For Management

1g Elect Director Mohd H. Marican For For Management

1h Elect Director Robert A. Niblock For For Management

1i Elect Director Harald J. Norvik For For Management

1j Elect Director William E. Wade, Jr. For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Report on Lobbying Payments and Policy Against Against Shareholder

5 Adopt Quantitative GHG Goals for Against For Shareholder

Products and Operations

6 Amend EEO Policy to Prohibit Against For Shareholder

Discrimination based on Gender Identity

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

CONSOLIDATED EDISON, INC.

Ticker: ED Security ID: 209115104

Meeting Date: MAY 20, 2013 Meeting Type: Annual

Record Date: MAR 22, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Kevin Burke For For Management

1.2 Elect Director Vincent A. Calarco For For Management

1.3 Elect Director George Campbell, Jr. For For Management

1.4 Elect Director Gordon J. Davis For For Management

1.5 Elect Director Michael J. Del Giudice For For Management

1.6 Elect Director Ellen V. Futter For For Management

1.7 Elect Director John F. Hennessy, III For For Management

1.8 Elect Director John F. Killian For For Management

1.9 Elect Director Eugene R. McGrath For For Management

1.10 Elect Director Sally H. Pinero For For Management

1.11 Elect Director Michael W. Ranger For For Management

1.12 Elect Director L. Frederick Sutherland 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

5 Cease CEO Compensation Benchmarking Against Against Shareholder

Policy

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

COOPER INDUSTRIES PLC

Ticker: CBE Security ID: G24140111

Meeting Date: OCT 26, 2012 Meeting Type: Special

Record Date: SEP 13, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1 Approve Scheme of Arrangement For For Management

2 Approve Cancellation of Capital For For Management

Authorization

3 Authority to Allot Securities and For For Management

Application of Reserves

4 Amend Articles of Association For For Management

5 Issue Shares in Connection with For For Management

Acquisition

6 Advisory Vote on Golden Parachutes For Against Management

7 Adjourn Meeting For For Management

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

COOPER INDUSTRIES PLC

Ticker: CBE Security ID: G24140108

Meeting Date: OCT 26, 2012 Meeting Type: Court

Record Date: SEP 13, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1 Approve Scheme of Arrangement For For Management

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

COSTCO WHOLESALE CORPORATION

Ticker: COST Security ID: 22160K105

Meeting Date: JAN 24, 2013 Meeting Type: Annual

Record Date: NOV 23, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Benjamin S. Carson, Sr. For Withhold Management

1.2 Elect Director William H. Gates For For Management

1.3 Elect Director Hamilton E. James For For Management

1.4 Elect Director W. Craig Jelinek For For Management

1.5 Elect Director Jill S. Ruckelshaus For Withhold Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

4 Declassify the Board of Directors Against For Shareholder

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

DELL INC.

Ticker: DELL Security ID: 24702R101

Meeting Date: JUL 13, 2012 Meeting Type: Annual

Record Date: MAY 18, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director James W. Breyer For For Management

2 Elect Director Donald J. Carty For For Management

3 Elect Director Janet F. Clark For For Management

4 Elect Director Laura Conigliaro For For Management

5 Elect Director Michael S. Dell For For Management

6 Elect Director Kenneth M. Duberstein For For Management

7 Elect Director William H. Gray, III For For Management

8 Elect Director Gerard J. Kleisterlee For For Management

9 Elect Director Klaus S. Luft For For Management

10 Elect Director Alex J. Mandl For For Management

11 Elect Director Shantanu Narayen For For Management

12 Elect Director H. Ross Perot, Jr. For For Management

13 Ratify Auditors For For Management

14 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

15 Approve Omnibus Stock Plan For For Management

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

DENBURY RESOURCES INC.

Ticker: DNR Security ID: 247916208

Meeting Date: MAY 22, 2013 Meeting Type: Annual

Record Date: MAR 28, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Wieland F. Wettstein For For Management

1.2 Elect Director Michael L. Beatty For For Management

1.3 Elect Director Michael B. Decker For For Management

1.4 Elect Director Ronald G. Greene For For Management

1.5 Elect Director Gregory L. McMichael For For Management

1.6 Elect Director Kevin O. Meyers For For Management

1.7 Elect Director Phil Rykhoek For For Management

1.8 Elect Director Randy Stein For For Management

1.9 Elect Director Laura A. Sugg For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Amend Nonqualified Employee Stock For For Management

Purchase Plan

4 Amend Omnibus Stock Plan For For Management

5 Ratify Auditors For For Management

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

DEVON ENERGY CORPORATION

Ticker: DVN Security ID: 25179M103

Meeting Date: JUN 05, 2013 Meeting Type: Annual

Record Date: APR 08, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Robert H. Henry For For Management

1.2 Elect Director John A. Hill For Withhold Management

1.3 Elect Director Michael M. Kanovsky For For Management

1.4 Elect Director Robert A. Mosbacher, Jr. For Withhold Management

1.5 Elect Director J. Larry Nichols For For Management

1.6 Elect Director Duane C. Radtke For Withhold Management

1.7 Elect Director Mary P. Ricciardello For For Management

1.8 Elect Director John Richels For For Management

2 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

4 Report on Lobbying Payments and Policy Against Against Shareholder

5 Require a Majority Vote for the Against For Shareholder

Election of Directors

6 Provide Right to Act by Written Consent Against Against Shareholder

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

DISCOVER FINANCIAL SERVICES

Ticker: DFS Security ID: 254709108

Meeting Date: APR 17, 2013 Meeting Type: Annual

Record Date: FEB 19, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Jeffrey S. Aronin For Against Management

1.2 Elect Director Mary K. Bush For For Management

1.3 Elect Director Gregory C. Case For Against Management

1.4 Elect Director Cynthia A. Glassman For For Management

1.5 Elect Director Richard H. Lenny For Against Management

1.6 Elect Director Thomas G. Maheras For For Management

1.7 Elect Director Michael H. Moskow For For Management

1.8 Elect Director David W. Nelms For For Management

1.9 Elect Director E. Follin Smith For For Management

1.10 Elect Director Mark A. Thierer For For Management

1.11 Elect Director Lawrence A. Weinbach For For Management

2 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

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

DISCOVERY COMMUNICATIONS, INC.

Ticker: DISCA Security ID: 25470F104

Meeting Date: MAY 14, 2013 Meeting Type: Annual

Record Date: MAR 21, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Paul A. Gould For Withhold Management

1.2 Elect Director John S. Hendricks For Withhold Management

1.3 Elect Director M. LaVoy Robison For Withhold Management

2 Ratify Auditors For For Management

3 Approve Omnibus Stock Plan For Against Management

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

DONALDSON COMPANY, INC.

Ticker: DCI Security ID: 257651109

Meeting Date: NOV 16, 2012 Meeting Type: Annual

Record Date: SEP 19, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director William M. Cook For Withhold Management

1.2 Elect Director Paul David Miller For Withhold Management

2 Ratify Auditors For For Management

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

EMC CORPORATION

Ticker: EMC Security ID: 268648102

Meeting Date: MAY 01, 2013 Meeting Type: Annual

Record Date: MAR 01, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Michael W. Brown For For Management

1b Elect Director Randolph L. Cowen For For Management

1c Elect Director Gail Deegan For For Management

1d Elect Director James S. DiStasio For For Management

1e Elect Director John R. Egan For For Management

1f Elect Director Edmund F. Kelly For For Management

1g Elect Director Judith A. Miscik For For Management

1h Elect Director Windle B. Priem For For Management

1i Elect Director Paul Sagan For For Management

1j Elect Director David N. Strohm For For Management

1k Elect Director Joseph M. Tucci For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Amend Omnibus Stock Plan For For Management

5 Amend Qualified Employee Stock For For Management

Purchase Plan

6 Provide Right to Act by Written Consent For For Management

7 Require Consistency with Corporate Against Against Shareholder

Values and Report on Political

Contributions

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

ENCANA CORPORATION

Ticker: ECA Security ID: 292505104

Meeting Date: APR 23, 2013 Meeting Type: Annual

Record Date: MAR 04, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Peter A. Dea For For Management

1.2 Elect Director Claire S. Farley For For Management

1.3 Elect Director Fred J. Fowler For For Management

1.4 Elect Director Suzanne P. Nimocks For For Management

1.5 Elect Director David P. O'Brien For For Management

1.6 Elect Director Jane L. Peverett For For Management

1.7 Elect Director Brian G. Shaw For For Management

1.8 Elect Director Bruce G. Waterman For For Management

1.9 Elect Director Clayton H. Woitas For For Management

2 Approve PricewaterhouseCoopers LLP as For For Management

Auditors and Authorize Board to Fix

Their Remuneration

3 Advisory Vote on Executive For For Management

Compensation Approach

4 Approve Shareholder Rights Plan For For Management

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

FLUOR CORPORATION

Ticker: FLR Security ID: 343412102

Meeting Date: MAY 02, 2013 Meeting Type: Annual

Record Date: MAR 08, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1A Elect Director Peter K. Barker For For Management

1B Elect Director Alan M. Bennett For For Management

1C Elect Director Rosemary T. Berkery For For Management

1D Elect Director James T. Hackett For For Management

1E Elect Director Kent Kresa For For Management

1F Elect Director Dean R. O'Hare For For Management

1G Elect Director Armando J. Olivera For For Management

1H Elect Director David T. Seaton For For Management

1I Elect Director Nader H. Sultan For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Amend Omnibus Stock Plan For For Management

4 Ratify Auditors For For Management

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

GENERAL ELECTRIC COMPANY

Ticker: GE Security ID: 369604103

Meeting Date: APR 24, 2013 Meeting Type: Annual

Record Date: FEB 25, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director W. Geoffrey Beattie For For Management

2 Elect Director John J. Brennan For For Management

3 Elect Director James I. Cash, Jr. For For Management

4 Elect Director Francisco D'Souza For For Management

5 Elect Director Marijn E. Dekkers For For Management

6 Elect Director Ann M. Fudge For For Management

7 Elect Director Susan Hockfield For For Management

8 Elect Director Jeffrey R. Immelt For For Management

9 Elect Director Andrea Jung For For Management

10 Elect Director Robert W. Lane For For Management

11 Elect Director Ralph S. Larsen For For Management

12 Elect Director Rochelle B. Lazarus For For Management

13 Elect Director James J. Mulva For For Management

14 Elect Director Mary L. Schapiro For For Management

15 Elect Director Robert J. Swieringa For For Management

16 Elect Director James S. Tisch For For Management

17 Elect Director Douglas A. Warner, III For For Management

18 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

19 Ratify Auditors For For Management

20 Cessation of All Stock Options and Against Against Shareholder

Bonuses

21 Establish Term Limits for Directors Against Against Shareholder

22 Require Independent Board Chairman Against Against Shareholder

23 Provide Right to Act by Written Consent Against Against Shareholder

24 Stock Retention/Holding Period Against For Shareholder

25 Require More Director Nominations Than Against Against Shareholder

Open Seats

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

HASBRO, INC.

Ticker: HAS Security ID: 418056107

Meeting Date: MAY 23, 2013 Meeting Type: Annual

Record Date: MAR 27, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Basil L. Anderson For For Management

1.2 Elect Director Alan R. Batkin For For Management

1.3 Elect Director Frank J. Biondi, Jr. For For Management

1.4 Elect Director Kenneth A. Bronfin For For Management

1.5 Elect Director John M. Connors, Jr. For For Management

1.6 Elect Director Michael W. O. Garrett For For Management

1.7 Elect Director Lisa Gersh For For Management

1.8 Elect Director Brian D. Goldner For For Management

1.9 Elect Director Jack M. Greenberg For For Management

1.10 Elect Director Alan G. Hassenfeld For For Management

1.11 Elect Director Tracy A. Leinbach For For Management

1.12 Elect Director Edward M. Philip For For Management

1.13 Elect Director Alfred J. Verrecchia For For Management

2 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

3 Amend Omnibus Stock Plan For For Management

4 Ratify Auditors For For Management

5 Require Suppliers to Publish Against Against Shareholder

Sustainability Report

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

HESS CORPORATION

Ticker: HES Security ID: 42809H107

Meeting Date: MAY 16, 2013 Meeting Type: Proxy Contest

Record Date: APR 08, 2013

# Proposal Mgt Rec Vote Cast Sponsor

Management Proxy (White Card) None

1.1 Elect Director J. Krenicki For Did Not Vote Management

1.2 Elect Director K. Meyers For Did Not Vote Management

1.3 Elect Director Fredric G. Reynolds For Did Not Vote Management

1.4 Elect Director William G. Schrader For Did Not Vote Management

1.5 Director Mark Williams For Did Not Vote Management

2 Ratify Auditors For Did Not Vote Management

3 Advisory Vote to Ratify Named For Did Not Vote Management

Executive Officers' Compensation

4 Declassify the Board of Directors For Did Not Vote Management

5 Require Independent Board Chairman Against Did Not Vote Shareholder

6 Reduce Supermajority Vote Requirement Against Did Not Vote Shareholder

7 Report on Political Contributions Against Did Not Vote Shareholder

8 Repeal Any Bylaws Amendments Adopted Against Did Not Vote Shareholder

subsequent to February 2, 2011

# Proposal Diss Rec Vote Cast Sponsor

Dissident Proxy (Green Card) None

1.1 Elect Director Rodney F. Chase For For Shareholder

1.2 Elect Director Harvey Golub For For Shareholder

1.3 Elect Director Karl F. Kurz For For Shareholder

1.4 Elect Director David McManus For For Shareholder

1.5 Elect Director Marshall D. Smith For For Shareholder

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named Against For Management

Executive Officers' Compensation

4 Declassify the Board of Directors For For Management

5 Require Independent Board Chairman For For Shareholder

6 Reduce Supermajority Vote Requirement For For Shareholder

7 Report on Political Contributions For For Shareholder

8 Repeal Any Bylaws Amendments Adopted For For Shareholder

subsequent to February 2, 2011

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

HEWLETT-PACKARD COMPANY

Ticker: HPQ Security ID: 428236103

Meeting Date: MAR 20, 2013 Meeting Type: Annual

Record Date: JAN 22, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Marc L. Andreessen For For Management

1.2 Elect Director Shumeet Banerji For For Management

1.3 Elect Director Rajiv L. Gupta For For Management

1.4 Elect Director John H. Hammergren For Against Management

1.5 Elect Director Raymond J. Lane For Against Management

1.6 Elect Director Ann M. Livermore For For Management

1.7 Elect Director Gary M. Reiner For For Management

1.8 Elect Director Patricia F. Russo For For Management

1.9 Elect Director G. Kennedy Thompson For For Management

1.10 Elect Director Margaret C. Whitman For For Management

1.11 Elect Director Ralph V. Whitworth For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Provide Proxy Access Right For For Management

5 Amend Omnibus Stock Plan For For Management

6 Establish Environmental/Social Issue Against Against Shareholder

Board Committee

7 Amend Human Rights Policies Against Against Shareholder

8 Stock Retention/Holding Period Against For Shareholder

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

HUMANA INC.

Ticker: HUM Security ID: 444859102

Meeting Date: APR 25, 2013 Meeting Type: Annual

Record Date: FEB 25, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Bruce D. Broussard For For Management

1b Elect Director Frank A. D'Amelio For For Management

1c Elect Director W. Roy Dunbar For Against Management

1d Elect Director Kurt J. Hilzinger For For Management

1e Elect Director David A. Jones, Jr. For For Management

1f Elect Director Michael B. McCallister For For Management

1g Elect Director William J. McDonald For Against Management

1h Elect Director William E. Mitchell For For Management

1i Elect Director David B. Nash For For Management

1j Elect Director James J. O'Brien For For Management

1k Elect Director Marissa T. Peterson For Against Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

4 Report on Political Contributions Against Against Shareholder

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

INGERSOLL-RAND PLC

Ticker: IR Security ID: G47791101

Meeting Date: JUN 06, 2013 Meeting Type: Annual

Record Date: APR 08, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Ann C. Berzin For For Management

1b Elect Director John Bruton For For Management

1c Elect Director Jared L. Cohon For For Management

1d Elect Director Gary D. Forsee For For Management

1e Elect Director Edward E. Hagenlocker For For Management

1f Elect Director Constance J. Horner For For Management

1g Elect Director Michael W. Lamach For For Management

1h Elect Director Theodore E. Martin For For Management

1i Elect Director Nelson Peltz For For Management

1j Elect Director John P. Surma For For Management

1k Elect Director Richard J. Swift For For Management

1l Elect Director Tony L. White For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Approve Auditors and Authorize Board For For Management

to Fix Their Remuneration

4 Approve Omnibus Stock Plan For For Management

5 Amend the Company's Articles of For For Management

Association to Give the Board of

Directors Authority to Declare

Non-Cash Dividends

6 Capital Reduction and Creation of For For Management

Distributable Reserves

7 Amend the Company's Articles of For For Management

Association to Expand the Authority to

Execute Instruments of Transfer

8 Amend the Company's Articles of For For Management

Association to Provide for Escheatment

in Accordance with U.S. Laws

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

INTEL CORPORATION

Ticker: INTC Security ID: 458140100

Meeting Date: MAY 16, 2013 Meeting Type: Annual

Record Date: MAR 18, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Charlene Barshefsky For For Management

1b Elect Director Andy D. Bryant For For Management

1c Elect Director Susan L. Decker For For Management

1d Elect Director John J. Donahoe For Against Management

1e Elect Director Reed E. Hundt For For Management

1f Elect Director James D. Plummer For For Management

1g Elect Director David S. Pottruck For Against Management

1h Elect Director Frank D. Yeary For For Management

1i Elect Director David B. Yoffie For Against Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

4 Amend Omnibus Stock Plan For For Management

5 Stock Retention/Holding Period Against Against Shareholder

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

INTERNATIONAL BUSINESS MACHINES CORPORATION

Ticker: IBM Security ID: 459200101

Meeting Date: APR 30, 2013 Meeting Type: Annual

Record Date: MAR 01, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Alain J.P. Belda For Against Management

1.2 Elect Director William R. Brody For For Management

1.3 Elect Director Kenneth I. Chenault For For Management

1.4 Elect Director Michael L. Eskew For For Management

1.5 Elect Director David N. Farr For For Management

1.6 Elect Director Shirley Ann Jackson For For Management

1.7 Elect Director Andrew N. Liveris For Against Management

1.8 Elect Director W. James McNerney, Jr. For For Management

1.9 Elect Director James W. Owens For For Management

1.10 Elect Director Virginia M. Rometty For For Management

1.11 Elect Director Joan E. Spero For For Management

1.12 Elect Director Sidney Taurel For For Management

1.13 Elect Director Lorenzo H. Zambrano For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Report on Lobbying Payments and Policy Against Against Shareholder

5 Provide Right to Act by Written Consent Against For Shareholder

6 Require Independent Board Chairman Against For Shareholder

7 Stock Retention/Holding Period Against For Shareholder

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

INTUIT INC.

Ticker: INTU Security ID: 461202103

Meeting Date: JAN 17, 2013 Meeting Type: Annual

Record Date: NOV 23, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Christopher W. Brody For Against Management

1b Elect Director William V. Campbell For For Management

1c Elect Director Scott D. Cook For For Management

1d Elect Director Diane B. Greene For For Management

1e Elect Director Edward A. Kangas For Against Management

1f Elect Director Suzanne Nora Johnson For For Management

1g Elect Director Dennis D. Powell For For Management

1h Elect Director Brad D. Smith For For Management

1i Elect Director Jeff Weiner For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

4 Approve Executive Incentive Bonus Plan For For Management

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

KEYCORP

Ticker: KEY Security ID: 493267108

Meeting Date: MAY 16, 2013 Meeting Type: Annual

Record Date: MAR 19, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Edward P. Campbell For For Management

1.2 Elect Director Joseph A. Carrabba For For Management

1.3 Elect Director Charles P. Cooley For For Management

1.4 Elect Director Alexander M. Cutler For For Management

1.5 Elect Director H. James Dallas For For Management

1.6 Elect Director Elizabeth R. Gile For For Management

1.7 Elect Director Ruth Ann M. Gillis For For Management

1.8 Elect Director William G. Gisel, Jr. For For Management

1.9 Elect Director Richard J. Hipple For For Management

1.10 Elect Director Kristen L. Manos For For Management

1.11 Elect Director Beth E. Mooney For For Management

1.12 Elect Director Barbara R. Snyder For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Approve Omnibus Stock Plan For For Management

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

LIFE TECHNOLOGIES CORPORATION

Ticker: LIFE Security ID: 53217V109

Meeting Date: APR 24, 2013 Meeting Type: Annual

Record Date: MAR 06, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director George F. Adam, Jr. For For Management

1.2 Elect Director Raymond V. Dittamore For For Management

1.3 Elect Director Donald W. Grimm For For Management

1.4 Elect Director Craig J. Mundie For For Management

1.5 Elect Director Ora H. Pescovitz For For Management

1.6 Elect Director Per A. Peterson For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Approve Omnibus Stock Plan For For Management

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

LSI CORPORATION

Ticker: LSI Security ID: 502161102

Meeting Date: MAY 09, 2013 Meeting Type: Annual

Record Date: MAR 11, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Charles A. Haggerty For For Management

1b Elect Director Richard S. Hill For For Management

1c Elect Director John H.F. Miner For For Management

1d Elect Director Arun Netravali For For Management

1e Elect Director Charles C. Pope For For Management

1f Elect Director Gregorio Reyes For For Management

1g Elect Director Michael G. Strachan For For Management

1h Elect Director Abhijit Y. Talwalkar For For Management

1i Elect Director Susan M. Whitney For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Amend Omnibus Stock Plan For For Management

5 Amend Qualified Employee Stock For For Management

Purchase Plan

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

MARRIOTT INTERNATIONAL, INC.

Ticker: MAR Security ID: 571903202

Meeting Date: MAY 10, 2013 Meeting Type: Annual

Record Date: MAR 15, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director J.W. Marriott, Jr. For For Management

1.2 Elect Director John W. Marriott, III For For Management

1.3 Elect Director Mary K. Bush For Against Management

1.4 Elect Director Frederick A. Henderson For For Management

1.5 Elect Director Lawrence W. Kellner For For Management

1.6 Elect Director Debra L. Lee For For Management

1.7 Elect Director George Munoz For For Management

1.8 Elect Director Harry J. Pearce For Against Management

1.9 Elect Director Steven S Reinemund For Against Management

1.10 Elect Director W. Mitt Romney For For Management

1.11 Elect Director Lawrence M. Small For Against Management

1.12 Elect Director Arne M. Sorenson For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

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

MARSH & MCLENNAN COMPANIES, INC.

Ticker: MMC Security ID: 571748102

Meeting Date: MAY 16, 2013 Meeting Type: Annual

Record Date: MAR 18, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Zachary W. Carter For For Management

1b Elect Director Oscar Fanjul For For Management

1c Elect Director Daniel S. Glaser For For Management

1d Elect Director H. Edward Hanway For For Management

1e Elect Director Lord Lang For For Management

1f Elect Director Elaine La Roche For For Management

1g Elect Director Steven A. Mills For For Management

1h Elect Director Bruce P. Nolop For For Management

1i Elect Director Marc D. Oken For For Management

1j Elect Director Morton O. Schapiro For For Management

1k Elect Director Adele Simmons For For Management

1l Elect Director Lloyd M. Yates For For Management

1m Elect Director R. David Yost For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

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

MERCK & CO., INC.

Ticker: MRK Security ID: 58933Y105

Meeting Date: MAY 28, 2013 Meeting Type: Annual

Record Date: APR 01, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Leslie A. Brun For For Management

1b Elect Director Thomas R. Cech For For Management

1c Elect Director Kenneth C. Frazier For For Management

1d Elect Director Thomas H. Glocer For For Management

1e Elect Director William B. Harrison Jr. For For Management

1f Elect Director C. Robert Kidder For For Management

1g Elect Director Rochelle B. Lazarus For For Management

1h Elect Director Carlos E. Represas For For Management

1i Elect Director Patricia F. Russo For For Management

1j Elect Director Craig B. Thompson For For Management

1k Elect Director Wendell P. Weeks For For Management

1l Elect Director Peter C. Wendell For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Provide Right to Act by Written Consent Against Against Shareholder

5 Amend Articles/Bylaws/Charter -- Call Against Against Shareholder

Special Meetings

6 Report on Charitable and Political Against Against Shareholder

Contributions

7 Report on Lobbying Activities Against Against Shareholder

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

MICROSOFT CORPORATION

Ticker: MSFT Security ID: 594918104

Meeting Date: NOV 28, 2012 Meeting Type: Annual

Record Date: SEP 14, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director Steven A. Ballmer For For Management

2 Elect Director Dina Dublon For For Management

3 Elect Director William H. Gates, III For For Management

4 Elect Director Maria M. Klawe For For Management

5 Elect Director Stephen J. Luczo For For Management

6 Elect Director David F. Marquardt For For Management

7 Elect Director Charles H. Noski For For Management

8 Elect Director Helmut Panke For For Management

9 Elect Director John W. Thompson For For Management

10 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

11 Approve Qualified Employee Stock For For Management

Purchase Plan

12 Ratify Auditors For For Management

13 Provide for Cumulative Voting Against Against Shareholder

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

MOTOROLA SOLUTIONS, INC.

Ticker: MSI Security ID: 620076307

Meeting Date: MAY 06, 2013 Meeting Type: Annual

Record Date: MAR 08, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Gregory Q. Brown For For Management

1b Elect Director William J. Bratton For For Management

1c Elect Director Kenneth C. Dahlberg For For Management

1d Elect Director David W. Dorman For For Management

1e Elect Director Michael V. Hayden For For Management

1f Elect Director Judy C. Lewent For For Management

1g Elect Director Anne R. Pramaggiore For For Management

1h Elect Director Samuel C. Scott, III For For Management

1i Elect Director Bradley E. Singer For For Management

1j Elect Director John A. White For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

4 Encourage Suppliers to Produce Against Against Shareholder

Sustainability Reports

5 Report on Political Contributions Against Against Shareholder

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

NORDSTROM, INC.

Ticker: JWN Security ID: 655664100

Meeting Date: MAY 14, 2013 Meeting Type: Annual

Record Date: MAR 15, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Phyllis J. Campbell For For Management

1b Elect Director Michelle M. Ebanks For For Management

1c Elect Director Enrique Hernandez, Jr. For Against Management

1d Elect Director Robert G. Miller For For Management

1e Elect Director Blake W. Nordstrom For For Management

1f Elect Director Erik B. Nordstrom For For Management

1g Elect Director Peter E. Nordstrom For For Management

1h Elect Director Philip G. Satre For Against Management

1i Elect Director B. Kevin Turner For Against Management

1j Elect Director Robert D. Walter For Against Management

1k Elect Director Alison A. Winter For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

4 Amend Omnibus Stock Plan For For Management

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

NORFOLK SOUTHERN CORPORATION

Ticker: NSC Security ID: 655844108

Meeting Date: MAY 09, 2013 Meeting Type: Annual

Record Date: MAR 01, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Thomas D. Bell, Jr For For Management

1.2 Elect Director Erskine B. Bowles For For Management

1.3 Elect Director Robert A. Bradway For For Management

1.4 Elect Director Wesley G. Bush For For Management

1.5 Elect Director Daniel A. Carp For For Management

1.6 Elect Director Karen N. Horn For For Management

1.7 Elect Director Burton M. Joyce For For Management

1.8 Elect Director Steven F. Leer For For Management

1.9 Elect Director Michael D. Lockhart For For Management

1.10 Elect Director Charles W. Moorman For For Management

1.11 Elect Director Martin H. Nesbitt For For Management

1.12 Elect Director John R. Thompson For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Provide Right to Call Special Meeting For For Management

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

NOVARTIS AG

Ticker: NOVN Security ID: 66987V109

Meeting Date: FEB 22, 2013 Meeting Type: Annual

Record Date: JAN 22, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1 Accept Financial Statements and For For Management

Statutory Reports

2 Approve Discharge of Board and Senior For For Management

Management

3 Approve Allocation of Income and For For Management

Dividends of CHF 2.30 per Share

4 Approve Remuneration System For For Management

5.1 Elect Verena Briner as Director For For Management

5.2 Elect Joerg Reinhardt as Director For For Management

5.3 Elect Charles Sawyers as Director For For Management

5.4 Elect William Winters as Director For For Management

6 Ratify PricewaterhouseCoopers AG as For For Management

Auditors

7 Additional And/or Counter-proposals For Against Management

Presented At The Meeting

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

O'REILLY AUTOMOTIVE, INC.

Ticker: ORLY Security ID: 67103H107

Meeting Date: MAY 07, 2013 Meeting Type: Annual

Record Date: FEB 28, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Larry O'Reilly For Against Management

1b Elect Director Rosalie O'Reilly-Wooten For Against Management

1c Elect Director Thomas T. Hendrickson For Against Management

2 Declassify the Board of Directors For For Management

3 Provide Right to Call Special Meeting For For Management

4 Amend Articles of Incorporation to For For Management

Eliminate Unnecessary and Outdated

Provisions and to Make Minor Revisions

to Conform to Current State Laws and

Clarify

5 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

6 Ratify Auditors For For Management

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

ORACLE CORPORATION

Ticker: ORCL Security ID: 68389X105

Meeting Date: NOV 07, 2012 Meeting Type: Annual

Record Date: SEP 10, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Jeffrey S. Berg For For Management

1.2 Elect Director H. Raymond Bingham For Withhold Management

1.3 Elect Director Michael J. Boskin For For Management

1.4 Elect Director Safra A. Catz For For Management

1.5 Elect Director Bruce R. Chizen For Withhold Management

1.6 Elect Director George H. Conrades For Withhold Management

1.7 Elect Director Lawrence J. Ellison For For Management

1.8 Elect Director Hector Garcia-Molina For For Management

1.9 Elect Director Jeffrey O. Henley For For Management

1.10 Elect Director Mark V. Hurd For For Management

1.11 Elect Director Donald L. Lucas For For Management

1.12 Elect Director Naomi O. Seligman For Withhold Management

2 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

3 Amend Non-Employee Director Stock For For Management

Option Plan

4 Ratify Auditors For For Management

5 Adopt Multiple Performance Metrics Against For Shareholder

Under Executive Incentive Plans

6 Require Independent Board Chairman Against For Shareholder

7 Adopt Retention Ratio for Against Against Shareholder

Executives/Directors

8 Pro-rata Vesting of Equity Awards Against Against Shareholder

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

PARKER-HANNIFIN CORPORATION

Ticker: PH Security ID: 701094104

Meeting Date: OCT 24, 2012 Meeting Type: Annual

Record Date: AUG 31, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Robert G. Bohn For Withhold Management

1.2 Elect Director Linda S. Harty For Withhold Management

1.3 Elect Director William E. Kassling For Withhold Management

1.4 Elect Director Robert J. Kohlhepp For Withhold Management

1.5 Elect Director Klaus-Peter Muller For Withhold Management

1.6 Elect Director Candy M. Obourn For Withhold Management

1.7 Elect Director Joseph M. Scaminace For Withhold Management

1.8 Elect Director Wolfgang R. Schmitt For Withhold Management

1.9 Elect Director Ake Svensson For Withhold Management

1.10 Elect Director James L. Wainscott For Withhold Management

1.11 Elect Director Donald E. Washkewicz For Withhold Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

4 Amend Omnibus Stock Plan For For Management

5 Require Independent Board Chairman Against Against Shareholder

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

PEPSICO, INC.

Ticker: PEP Security ID: 713448108

Meeting Date: MAY 01, 2013 Meeting Type: Annual

Record Date: MAR 07, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Shona L. Brown For For Management

1.2 Elect Director George W. Buckley For For Management

1.3 Elect Director Ian M. Cook For For Management

1.4 Elect Director Dina Dublon For For Management

1.5 Elect Director Victor J. Dzau For For Management

1.6 Elect Director Ray L. Hunt For For Management

1.7 Elect Director Alberto Ibarguen For For Management

1.8 Elect Director Indra K. Nooyi For For Management

1.9 Elect Director Sharon Percy Rockefeller For For Management

1.10 Elect Director James J. Schiro For For Management

1.11 Elect Director Lloyd G. Trotter For For Management

1.12 Elect Director Daniel Vasella For For Management

1.13 Elect Director Alberto Weisser For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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

PINNACLE WEST CAPITAL CORPORATION

Ticker: PNW Security ID: 723484101

Meeting Date: MAY 15, 2013 Meeting Type: Annual

Record Date: MAR 12, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Edward N. Basha, Jr. For Withhold Management

1.2 Elect Director Donald E. Brandt For For Management

1.3 Elect Director Susan Clark-Johnson For For Management

1.4 Elect Director Denis A. Cortese For For Management

1.5 Elect Director Michael L. Gallagher For For Management

1.6 Elect Director Roy A. Herberger, Jr. For Withhold Management

1.7 Elect Director Dale E. Klein For For Management

1.8 Elect Director Humberto S. Lopez For Withhold Management

1.9 Elect Director Kathryn L. Munro For Withhold Management

1.10 Elect Director Bruce J. Nordstrom For For Management

2 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

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

REGIONS FINANCIAL CORPORATION

Ticker: RF Security ID: 7591EP100

Meeting Date: MAY 16, 2013 Meeting Type: Annual

Record Date: MAR 18, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director George W. Bryan For For Management

1b Elect Director Carolyn H. Byrd For For Management

1c Elect Director David J. Cooper, Sr. For For Management

1d Elect Director Don DeFosset For For Management

1e Elect Director Eric C. Fast For For Management

1f Elect Director O.B. Grayson Hall, Jr. For For Management

1g Elect Director John D. Johns For For Management

1h Elect Director Charles D. McCrary For For Management

1i Elect Director James R. Malone For For Management

1j Elect Director Ruth Ann Marshall For For Management

1k Elect Director Susan W. Matlock For For Management

1l Elect Director John E. Maupin, Jr. For For Management

1m Elect Director John R. Roberts For For Management

1n Elect Director Lee J. Styslinger, III For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Approve Executive Incentive Bonus Plan For For Management

4 Ratify Auditors For For Management

5 Report on Political Contributions Against Against Shareholder

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

ROCKWELL COLLINS, INC.

Ticker: COL Security ID: 774341101

Meeting Date: FEB 07, 2013 Meeting Type: Annual

Record Date: DEC 10, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director John A. Edwardson For For Management

1.2 Elect Director Andrew J. Policano For For Management

1.3 Elect Director Jeffrey L. Turner For Withhold Management

2 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

4 Approve Qualified Employee Stock For For Management

Purchase Plan

5 Declassify the Board of Directors None For Shareholder

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

SCRIPPS NETWORKS INTERACTIVE, INC.

Ticker: SNI Security ID: 811065101

Meeting Date: MAY 14, 2013 Meeting Type: Annual

Record Date: MAR 20, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director David A. Galloway For Withhold Management

1.2 Elect Director Nicholas B. Paumgarten For For Management

1.3 Elect Director Jeffrey Sagansky For For Management

1.4 Elect Director Ronald W. Tysoe For Withhold Management

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

SIGMA-ALDRICH CORPORATION

Ticker: SIAL Security ID: 826552101

Meeting Date: MAY 07, 2013 Meeting Type: Annual

Record Date: MAR 08, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Rebecca M. Bergman For For Management

1b Elect Director George M. Church For For Management

1c Elect Director Michael L. Marberry For For Management

1d Elect Director W. Lee McCollum For For Management

1e Elect Director Avi M. Nash For For Management

1f Elect Director Steven M. Paul For For Management

1g Elect Director J. Pedro Reinhard For For Management

1h Elect Director Rakesh Sachdev For For Management

1i Elect Director D. Dean Spatz For For Management

1j Elect Director Barrett A. Toan For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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

SNAP-ON INCORPORATED

Ticker: SNA Security ID: 833034101

Meeting Date: APR 25, 2013 Meeting Type: Annual

Record Date: FEB 25, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director John F. Fiedler For For Management

1.2 Elect Director James P. Holden For For Management

1.3 Elect Director W. Dudley Lehman For For Management

1.4 Elect Director Edward H. Rensi 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

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

SPECTRA ENERGY CORP

Ticker: SE Security ID: 847560109

Meeting Date: APR 30, 2013 Meeting Type: Annual

Record Date: MAR 04, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director William T. Esrey For For Management

1b Elect Director Gregory L. Ebel For For Management

1c Elect Director Austin A. Adams For For Management

1d Elect Director Joseph Alvarado For Against Management

1e Elect Director Pamela L. Carter For Against Management

1f Elect Director F. Anthony Comper For Against Management

1g Elect Director Peter B. Hamilton For For Management

1h Elect Director Dennis R. Hendrix For Against Management

1i Elect Director Michael McShane For For Management

1j Elect Director Michael G. Morris For For Management

1k Elect Director Michael E.J. Phelps For Against Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

4 Report on Lobbying Payments and Policy Against Against Shareholder

5 Report on Methane Emissions Against For Shareholder

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

SUNOCO, INC.

Ticker: SUN Security ID: 86764P109

Meeting Date: OCT 04, 2012 Meeting Type: Special

Record Date: AUG 27, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1 Approve Merger Agreement For For Management

2 Advisory Vote on Golden Parachutes For Against Management

3 Adjourn Meeting For For Management

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

SYMANTEC CORPORATION

Ticker: SYMC Security ID: 871503108

Meeting Date: OCT 23, 2012 Meeting Type: Annual

Record Date: AUG 24, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Stephen M. Bennett For For Management

1b Elect Director Michael A. Brown For For Management

1c Elect Director Frank E. Dangeard For For Management

1d Elect Director Stephen E. Gillett For For Management

1e Elect Director Geraldine B. Laybourne For For Management

1f Elect Director David L. Mahoney For For Management

1g Elect Director Robert S. Miller For For Management

1h Elect Director Daniel H. Schulman For For Management

1i Elect Director V. Paul Unruh For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Stock Retention/Holding Period Against For Shareholder

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

THE CLOROX COMPANY

Ticker: CLX Security ID: 189054109

Meeting Date: NOV 14, 2012 Meeting Type: Annual

Record Date: SEP 18, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Daniel Boggan, Jr. For For Management

1.2 Elect Director Richard H. Carmona For Against Management

1.3 Elect Director Tully M. Friedman For Against Management

1.4 Elect Director George J. Harad For Against Management

1.5 Elect Director Donald R. Knauss For For Management

1.6 Elect Director Robert W. Matschullat For Against Management

1.7 Elect Director Edward A. Mueller For For Management

1.8 Elect Director Pamela Thomas-Graham For For Management

1.9 Elect Director Carolyn M. Ticknor For For Management

2 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

4 Amend Omnibus Stock Plan For Against Management

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

THE ESTEE LAUDER COMPANIES INC.

Ticker: EL Security ID: 518439104

Meeting Date: NOV 09, 2012 Meeting Type: Annual

Record Date: SEP 11, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Rose Marie Bravo For For Management

1.2 Elect Director Paul J. Fribourg For For Management

1.3 Elect Director Mellody Hobson For For Management

1.4 Elect Director Irvine O. Hockaday, Jr. For For Management

1.5 Elect Director Barry S. Sternlicht 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 GAP, INC.

Ticker: GPS Security ID: 364760108

Meeting Date: MAY 21, 2013 Meeting Type: Annual

Record Date: MAR 25, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Adrian D. P. Bellamy For For Management

1b Elect Director Domenico De Sole For For Management

1c Elect Director Robert J. Fisher For For Management

1d Elect Director William S. Fisher For For Management

1e Elect Director Isabella D. Goren For For Management

1f Elect Director Bob L. Martin For For Management

1g Elect Director Jorge P. Montoya For For Management

1h Elect Director Glenn K. Murphy For For Management

1i Elect Director Mayo A. Shattuck, III For For Management

1j Elect Director Katherine Tsang For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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

THE HERSHEY COMPANY

Ticker: HSY Security ID: 427866108

Meeting Date: APR 30, 2013 Meeting Type: Annual

Record Date: MAR 04, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Pamela M. Arway For Withhold Management

1.2 Elect Director John P. Bilbrey For For Management

1.3 Elect Director Robert F. Cavanaugh For Withhold Management

1.4 Elect Director Charles A. Davis For For Management

1.5 Elect Director Robert M. Malcolm For Withhold Management

1.6 Elect Director James M. Mead For For Management

1.7 Elect Director James E. Nevels For For Management

1.8 Elect Director Anthony J. Palmer For Withhold Management

1.9 Elect Director Thomas J. Ridge For For Management

1.10 Elect Director David L. Shedlarz For Withhold Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

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

THE KROGER CO.

Ticker: KR Security ID: 501044101

Meeting Date: JUN 27, 2013 Meeting Type: Annual

Record Date: APR 30, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Reuben V. Anderson For For Management

1b Elect Director Robert D. Beyer For For Management

1c Elect Director David B. Dillon For For Management

1d Elect Director Susan J. Kropf For For Management

1e Elect Director John T. LaMacchia For For Management

1f Elect Director David B. Lewis For For Management

1g Elect Director W. Rodney McMullen For For Management

1h Elect Director Jorge P. Montoya For For Management

1i Elect Director Clyde R. Moore For For Management

1j Elect Director Susan M. Phillips For For Management

1k Elect Director Steven R. Rogel For For Management

1l Elect Director James A. Runde For For Management

1m Elect Director Ronald L. Sargent For For Management

1n Elect Director Bobby S. Shackouls For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

4 Report on Supply Chain Human Rights Against Against Shareholder

Risks and Management

5 Require Independent Board Chairman Against Against Shareholder

6 Report on Adopting Extended Producer Against Against Shareholder

Responsibility Policy

7 Adopt and Implement Sustainable Palm Against Against Shareholder

Oil Policy

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

THE NASDAQ OMX GROUP, INC.

Ticker: NDAQ Security ID: 631103108

Meeting Date: MAY 22, 2013 Meeting Type: Annual

Record Date: APR 02, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Steven D. Black For For Management

1b Elect Director Borje E. Ekholm For For Management

1c Elect Director Robert Greifeld For For Management

1d Elect Director Glenn H. Hutchins For For Management

1e Elect Director Essa Kazim For For Management

1f Elect Director John D. Markese For For Management

1g Elect Director Ellyn A. McColgan For For Management

1h Elect Director Thomas F. O'Neill For For Management

1i Elect Director James S. Riepe For For Management

1j Elect Director Michael R. Splinter For For Management

1k Elect Director Lars R. Wedenborn For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Reduce Supermajority Vote Requirement For For Management

5 Approve Amendment and Restatement of For For Management

NASDAQ OMX's Restated Certificate of

Incorporation to Make Other

Non-Substantive Changes

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

THE PROCTER & GAMBLE COMPANY

Ticker: PG Security ID: 742718109

Meeting Date: OCT 09, 2012 Meeting Type: Annual

Record Date: AUG 10, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Angela F. Braly For For Management

1.2 Elect Director Kenneth I. Chenault For For Management

1.3 Elect Director Scott D. Cook For For Management

1.4 Elect Director Susan Desmond-Hellmann For For Management

1.5 Elect Director Robert A. McDonald For For Management

1.6 Elect Director W. James McNerney, Jr. For For Management

1.7 Elect Director Johnathan A. Rodgers For For Management

1.8 Elect Director Margaret C. Whitman For For Management

1.9 Elect Director Mary Agnes Wilderotter For For Management

1.10 Elect Director Patricia A. Woertz For For Management

1.11 Elect Director Ernesto Zedillo For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Adopt Proxy Statement Reporting on Against Against Shareholder

Political Contributions and Advisory

Vote

5 Report on Adopting Extended Producer Against For Shareholder

Responsibility Policy

6 Reduce Supermajority Vote Requirement Against For Shareholder

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

THE TJX COMPANIES, INC.

Ticker: TJX Security ID: 872540109

Meeting Date: JUN 11, 2013 Meeting Type: Annual

Record Date: APR 15, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Zein Abdalla For For Management

1.2 Elect Director Jose B. Alvarez For For Management

1.3 Elect Director Alan M. Bennett For For Management

1.4 Elect Director Bernard Cammarata For For Management

1.5 Elect Director David T. Ching For For Management

1.6 Elect Director Michael F. Hines For For Management

1.7 Elect Director Amy B. Lane For For Management

1.8 Elect Director Dawn G. Lepore For For Management

1.9 Elect Director Carol Meyrowitz For For Management

1.10 Elect Director John F. O'Brien For For Management

1.11 Elect Director Willow B. Shire 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

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

THE WESTERN UNION COMPANY

Ticker: WU Security ID: 959802109

Meeting Date: MAY 30, 2013 Meeting Type: Annual

Record Date: APR 01, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director Dinyar S. Devitre For For Management

2 Elect Director Betsy D. Holden For For Management

3 Elect Director Wulf von Schimmelmann For For Management

4 Elect Director Solomon D. Trujillo For For Management

5 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

6 Ratify Auditors For For Management

7 Provide Right to Call Special Meeting For For Management

8 Require Consistency with Corporate Against Against Shareholder

Values and Report on Political

Contributions

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

THOR INDUSTRIES, INC.

Ticker: THO Security ID: 885160101

Meeting Date: DEC 11, 2012 Meeting Type: Annual

Record Date: OCT 22, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Andrew E. Graves For For Management

1.2 Elect Director Alan Siegel For For Management

1.3 Elect Director Geoffrey A. Thompson For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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

TIME WARNER CABLE INC.

Ticker: TWC Security ID: 88732J207

Meeting Date: MAY 16, 2013 Meeting Type: Annual

Record Date: MAR 22, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Carole Black For For Management

1b Elect Director Glenn A. Britt For For Management

1c Elect Director Thomas H. Castro For For Management

1d Elect Director David C. Chang For For Management

1e Elect Director James E. Copeland, Jr. For For Management

1f Elect Director Peter R. Haje For For Management

1g Elect Director Donna A. James For For Management

1h Elect Director Don Logan For For Management

1i Elect Director N.J. Nicholas, Jr. For For Management

1j Elect Director Wayne H. Pace For For Management

1k Elect Director Edward D. Shirley For For Management

1l Elect Director John E. Sununu For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Report on Lobbying Payments and Policy Against Against Shareholder

5 Pro-rata Vesting of Equity Plan Against For Shareholder

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

UNION PACIFIC CORPORATION

Ticker: UNP Security ID: 907818108

Meeting Date: MAY 16, 2013 Meeting Type: Annual

Record Date: FEB 28, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Andrew H. Card, Jr. For For Management

1.2 Elect Director Erroll B. Davis, Jr. For For Management

1.3 Elect Director Thomas J. Donohue For For Management

1.4 Elect Director Archie W. Dunham For For Management

1.5 Elect Director Judith Richards Hope For For Management

1.6 Elect Director John J. Koraleski For For Management

1.7 Elect Director Charles C. Krulak For For Management

1.8 Elect Director Michael R. McCarthy For For Management

1.9 Elect Director Michael W. McConnell For For Management

1.10 Elect Director Thomas F. McLarty, III For For Management

1.11 Elect Director Steven R. Rogel For For Management

1.12 Elect Director Jose H. Villarreal For For Management

1.13 Elect Director James R. Young For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Approve Omnibus Stock Plan For For Management

5 Report on Lobbying Payments and Policy Against Against Shareholder

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

VERIZON COMMUNICATIONS INC.

Ticker: VZ Security ID: 92343V104

Meeting Date: MAY 02, 2013 Meeting Type: Annual

Record Date: MAR 04, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Richard L. Carrion For For Management

1.2 Elect Director Melanie L. Healey For For Management

1.3 Elect Director M. Frances Keeth For For Management

1.4 Elect Director Robert W. Lane For For Management

1.5 Elect Director Lowell C. McAdam For For Management

1.6 Elect Director Sandra O. Moose For For Management

1.7 Elect Director Joseph Neubauer For For Management

1.8 Elect Director Donald T. Nicolaisen For For Management

1.9 Elect Director Clarence Otis, Jr. For For Management

1.10 Elect Director Hugh B. Price For For Management

1.11 Elect Director Rodney E. Slater For For Management

1.12 Elect Director Kathryn A. Tesija For For Management

1.13 Elect Director Gregory D. Wasson For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Amend Omnibus Stock Plan For For Management

5 Commit to Wireless Network Neutrality Against Against Shareholder

6 Report on Lobbying Payments and Policy Against Against Shareholder

7 Adopt Proxy Access Right Against For Shareholder

8 Submit Severance Agreement Against For Shareholder

(Change-in-Control) to Shareholder Vote

9 Amend Articles/Bylaws/Charter- Call Against For Shareholder

Special Meetings

10 Provide Right to Act by Written Consent Against For Shareholder

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

VISTAPRINT N.V.

Ticker: VPRT Security ID: N93540107

Meeting Date: NOV 08, 2012 Meeting Type: Annual

Record Date: OCT 11, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Mark T. Thomas to Supervisory For For Management

Board

2 Elect Hauke Hansen to Executive Board For For Management

3 Approve Financial Statements and For For Management

Statutory Reports

4 Approve Discharge of Management Board For For Management

5 Approve Discharge of Supervisory Board For For Management

6 Authorize Repurchase of Up to 6.8 For Against Management

Million of Issued and Outstanding

Ordinary Shares

7 Authorize Repurchase of Up to 3.4 For For Management

Million of Issued and Outstanding

Ordinary Shares

8 Amend Articles Re: Articles of For For Management

Association to Reduce Our Authorized

Capital to 2,000,000 Euros Divided

into 100,000,000 Ordinary Shares and

100,000,000 Preferred Shares

9 Approve the Cancellation of 5,869,662 For For Management

Ordinary Shares Held In Our Treasury

Account

10 Ratify Ernst & Young LLP as Auditors For For Management

11 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

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

WADDELL & REED FINANCIAL, INC.

Ticker: WDR Security ID: 930059100

Meeting Date: APR 17, 2013 Meeting Type: Annual

Record Date: FEB 20, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Henry J. Herrmann For Withhold Management

1.2 Elect Director James M. Raines For Withhold Management

2 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

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WATERS CORPORATION

Ticker: WAT Security ID: 941848103

Meeting Date: MAY 09, 2013 Meeting Type: Annual

Record Date: MAR 15, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Joshua Bekenstein For For Management

1.2 Elect Director Michael J. Berendt For For Management

1.3 Elect Director Douglas A. Berthiaume For For Management

1.4 Elect Director Edward Conard For For Management

1.5 Elect Director Laurie H. Glimcher For For Management

1.6 Elect Director Christopher A. Kuebler For For Management

1.7 Elect Director William J. Miller For For Management

1.8 Elect Director JoAnn A. Reed For For Management

1.9 Elect Director Thomas P. Salice For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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WHOLE FOODS MARKET, INC.

Ticker: WFM Security ID: 966837106

Meeting Date: MAR 15, 2013 Meeting Type: Annual

Record Date: JAN 15, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director John Elstrott For For Management

1.2 Elect Director Gabrielle Greene For Withhold Management

1.3 Elect Director Shahid 'Hass' Hassan For For Management

1.4 Elect Director Stephanie Kugelman For For Management

1.5 Elect Director John Mackey For For Management

1.6 Elect Director Walter Robb For For Management

1.7 Elect Director Jonathan Seiffer For For Management

1.8 Elect Director Morris 'Mo' Siegel For Withhold Management

1.9 Elect Director Jonathan Sokoloff For Withhold Management

1.10 Elect Director Ralph Sorenson For Withhold Management

1.11 Elect Director William 'Kip' Tindell, For For Management

III

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

4 Amend Omnibus Stock Plan For Against Management

5 Report on Adopting Extended Producer Against For Shareholder

Responsibility Policy

6 Require Independent Board Chairman Against Against Shareholder

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.

The Dreyfus Third Century Fund, Inc.

By: /s/ Bradley J. Skapyak
Bradley J. Skapyak President
Date:	August 19, 2013