0000318192-12-000022.txt : 20120830 0000318192-12-000022.hdr.sgml : 20120830 20120830163904 ACCESSION NUMBER: 0000318192-12-000022 CONFORMED SUBMISSION TYPE: N-PX PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120630 FILED AS OF DATE: 20120830 DATE AS OF CHANGE: 20120830 EFFECTIVENESS DATE: 20120830 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHEAST INVESTORS GROWTH FUND INC CENTRAL INDEX KEY: 0000318192 IRS NUMBER: 042708574 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-PX SEC ACT: 1940 Act SEC FILE NUMBER: 811-03074 FILM NUMBER: 121066173 BUSINESS ADDRESS: STREET 1: 100 HIGH STREET CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6175233588 MAIL ADDRESS: STREET 1: 100 HIGH STREET CITY: BOSTON STATE: MA ZIP: 02110 FORMER COMPANY: FORMER CONFORMED NAME: NORTHEAST FUND INC DATE OF NAME CHANGE: 19801001 0000318192 S000011441 NORTHEAST INVESTORS GROWTH FUND INC C000031646 NORTHEAST INVESTORS GROWTH FUND INC NTHFX N-PX 1 neig2012npx.txt 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: 811-3074 Northeast Investors Growth Fund (exact name of registrant as specified in charter) 100 High Street, Room 1000 Boston, MA 02110 Robert Kane 100 High St, Room 1000 Boston, MA 02110 (name and address of agent for service) Registrant's telephone number, including area code: 617-523-3588 Date of fiscal year end: December 31 Date of reporting period ending: June 30, 2012 Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting records for the most recent twelve-month period June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. 3507. Investment Company Report NIKE, INC. Security 654106103 Meeting Type Annual Ticker Symbol NKE Meeting Date 19-Sep-2011 ISIN US6541061031 Agenda 933493544 - Management
For/Against Item Proposal Type Vote Management ---- ----------------------------------------------------------- ----------- -------- ----------- 1 DIRECTOR Management 1 ALAN B. GRAF, JR. For For 2 JOHN C. LECHLEITER For For 3 PHYLLIS M. WISE For For 2 TO HOLD AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. Management Against Against 3 TO HOLD AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE Management Abstain Against ADVISORY VOTES ON EXECUTIVE COMPENSATION. 4 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS Management For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
Page 1 of 36 16-Aug-2012 Investment Company Report ORACLE CORPORATION Security 68389X105 Meeting Type Annual Ticker Symbol ORCL Meeting Date 12-Oct-2011 ISIN US68389X1054 Agenda 933499813 - Management
For/Against Item Proposal Type Vote Management ---- ----------------------------------------------------------- ------------ -------- ----------- 1 DIRECTOR Management 1 JEFFREY S. BERG For For 2 H. RAYMOND BINGHAM For For 3 MICHAEL J. BOSKIN For For 4 SAFRA A. CATZ For For 5 BRUCE R. CHIZEN For For 6 GEORGE H. CONRADES For For 7 LAWRENCE J. ELLISON For For 8 HECTOR GARCIA-MOLINA For For 9 JEFFREY O. HENLEY For For 10 MARK V. HURD For For 11 DONALD L. LUCAS For For 12 NAOMI O. SELIGMAN For For 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Management Against Against 3 ADVISORY VOTE ON THE FREQUENCY OF FUTURE VOTES RELATING TO Management Abstain EXECUTIVE COMPENSATION. 4 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG AS THE Management For For INDEPENDENT PUBLIC ACCOUNTING FIRM FOR FISCAL 2012. 5 ACT ON A STOCKHOLDER PROPOSAL REGARDING EQUITY RETENTION. Shareholder For Against
Page 2 of 36 16-Aug-2012 Investment Company Report AMERICAN TOWER CORPORATION Security 029912201 Meeting Type Special Ticker Symbol AMT Meeting Date 29-Nov-2011 ISIN US0299122012 Agenda 933516037 - Management
For/Against Item Proposal Type Vote Management ---- ----------------------------------------------------------- ----------- ---- ----------- 01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED Management For For AS OF AUGUST 24, 2011, BETWEEN AMERICAN TOWER CORPORATION AND AMERICAN TOWER REIT, INC., WHICH IS PART OF THE REORGANIZATION OF AMERICAN TOWER'S OPERATIONS THROUGH WHICH AMERICAN TOWER INTENDS TO QUALIFY AS A REIT FOR FEDERAL INCOME TAX PURPOSES. 02 PROPOSAL TO PERMIT THE BOARD OF DIRECTORS OF AMERICAN Management For For TOWER CORPORATION TO ADJOURN THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THAT THERE ARE NOT SUFFICIENT VOTES AT THE ORIGINALLY SCHEDULED TIME OF THE SPECIAL MEETING TO APPROVE PROPOSAL 1.
Page 3 of 36 16-Aug-2012 Investment Company Report EMERSON ELECTRIC CO. Security 291011104 Meeting Type Annual Ticker Symbol EMR Meeting Date 07-Feb-2012 ISIN US2910111044 Agenda 933535695 - Management
For/Against Item Proposal Type Vote Management ---- -------------------------------------------------------------- ------------ -------- ----------- 01 DIRECTOR Management 1 C. FERNANDEZ G.* For For 2 A.F. GOLDEN* For For 3 W.R. JOHNSON* For For 4 J.B. MENZER* For For 5 A.A. BUSCH III** For For 6 R.L. RIDGWAY** For For 02 APPROVAL, BY NON-BINDING ADVISORY VOTE, OF EMERSON ELECTRIC Management For For CO. EXECUTIVE COMPENSATION. 03 RATIFICATION OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC Management For For ACCOUNTING FIRM. 04 APPROVAL OF THE STOCKHOLDER PROPOSAL REQUESTING THE Shareholder Abstain Against ISSUANCE OF A SUSTAINABILITY REPORT AS DESCRIBED IN THE PROXY STATEMENT. 05 APPROVAL OF THE STOCKHOLDER PROPOSAL REGARDING Shareholder Against For DECLASSIFICATION OF THE BOARD OF DIRECTORS AS DESCRIBED IN THE PROXY STATEMENT.
Page 4 of 36 16-Aug-2012 Investment Company Report APPLE INC. Security 037833100 Meeting Type Annual Ticker Symbol AAPL Meeting Date 23-Feb-2012 ISIN US0378331005 Agenda 933542474 - Management
For/Against Item Proposal Type Vote Management ---- ------------------------------------------------------------ ------------ -------- ----------- 1 DIRECTOR Management 1 WILLIAM V. CAMPBELL For For 2 TIMOTHY D. COOK For For 3 MILLARD S. DREXLER For For 4 AL GORE For For 5 ROBERT A. IGER For For 6 ANDREA JUNG For For 7 ARTHUR D. LEVINSON For For 8 RONALD D. SUGAR For For 2 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE Management For For COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012. 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Management Against Against 04 A SHAREHOLDER PROPOSAL ENTITLED "CONFLICT OF INTEREST Shareholder Against For REPORT" 05 A SHAREHOLDER PROPOSAL ENTITLED "SHAREHOLDER SAY ON Shareholder Against For DIRECTOR PAY" 06 A SHAREHOLDER PROPOSAL ENTITLED "REPORT ON POLITICAL Shareholder Against For CONTRIBUTIONS AND EXPENDITURES" 07 A SHAREHOLDER PROPOSAL ENTITLED "ADOPT A MAJORITY VOTING Shareholder Against For STANDARD FOR DIRECTOR ELECTIONS"
Page 5 of 36 16-Aug-2012 Investment Company Report NOVARTIS AG Security 66987V109 Meeting Type Annual Ticker Symbol NVS Meeting Date 23-Feb-2012 ISIN US66987V1098 Agenda 933549125 - Management
For/Against Item Proposal Type Vote Management ---- -------------------------------------------------------------- ----------- -------- ----------- 01 APPROVAL OF THE ANNUAL REPORT, THE FINANCIAL STATEMENTS OF Management Abstain Against NOVARTIS AG AND THE GROUP CONSOLIDATED FINANCIAL STATEMENTS FOR THE BUSINESS YEAR 2011 02 DISCHARGE FROM LIABILITY OF THE MEMBERS OF THE BOARD OF Management Abstain Against DIRECTORS AND THE EXECUTIVE COMMITTEE 03 APPROPRIATION OF AVAILABLE EARNINGS OF NOVARTIS AG AND Management For For DECLARATION OF DIVIDEND 04 REDUCTION OF SHARE CAPITAL Management For For 5A1 TO THE BOARD OF DIRECTORS RE-ELECTION OF WILLIAM BRODY, M.D., Management For For PH.D., FOR A TWO-YEAR TERM 5A2 RE-ELECTION OF SRIKANT DATAR, PH.D., FOR A THREE-YEAR TERM Management For For 5A3 RE-ELECTION OF ANDREAS VON PLANTA, PH.D., FOR A THREE-YEAR Management For For TERM 5A4 RE-ELECTION OF DR. ING. WENDELIN WIEDEKING FOR A THREE-YEAR Management For For TERM 5A5 RE-ELECTION OF ROLF M. ZINKERNAGEL, M.D., FOR A TWO-YEAR TERM Management For For 5B ELECTION OF DIMITRI AZAR, M.D., FOR A THREE-YEAR TERM Management For For 06 APPOINTMENT OF THE AUDITOR Management For For 07 ADDITIONAL AND/OR COUNTER-PROPOSALS PRESENTED AT THE Management Abstain Against MEETING
Page 6 of 36 16-Aug-2012 Investment Company Report DEERE & COMPANY Security 244199105 Meeting Type Annual Ticker Symbol DE Meeting Date 29-Feb-2012 ISIN US2441991054 Agenda 933543692 - Management
For/Against Item Proposal Type Vote Management ---- ------------------------------------------------------------ ----------- ---- ----------- 1A ELECTION OF DIRECTOR: CRANDALL C. BOWLES Management For For 1B ELECTION OF DIRECTOR: VANCE D. COFFMAN Management For For 1C ELECTION OF DIRECTOR: CHARLES O. HOLLIDAY, JR. Management For For 1D ELECTION OF DIRECTOR: DIPAK C. JAIN Management For For 1E ELECTION OF DIRECTOR: CLAYTON M. JONES Management For For 1F ELECTION OF DIRECTOR: JOACHIM MILBERG Management For For 1G ELECTION OF DIRECTOR: RICHARD B. MYERS Management For For 1H ELECTION OF DIRECTOR: THOMAS H. PATRICK Management For For 1I ELECTION OF DIRECTOR: SHERRY M. SMITH Management For For 02 NON-BINDING VOTE ON EXECUTIVE COMPENSATION Management For For 03 APPROVAL OF THE NONEMPLOYEE DIRECTOR STOCK OWNERSHIP PLAN Management For For 04 RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS Management For For DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2012
Page 7 of 36 16-Aug-2012 Investment Company Report QUALCOMM INCORPORATED Security 747525103 Meeting Type Annual Ticker Symbol QCOM Meeting Date 06-Mar-2012 ISIN US7475251036 Agenda 933543933 - Management
For/Against Item Proposal Type Vote Management ---- --------------------------------------------------------- ----------- ---- ----------- 01 DIRECTOR Management 1 BARBARA T. ALEXANDER For For 2 STEPHEN M. BENNETT For For 3 DONALD G. CRUICKSHANK For For 4 RAYMOND V. DITTAMORE For For 5 THOMAS W. HORTON For For 6 PAUL E. JACOBS For For 7 ROBERT E. KAHN For For 8 SHERRY LANSING For For 9 DUANE A. NELLES For For 10 FRANCISCO ROS For For 11 BRENT SCOWCROFT For For 12 MARC I. STERN For For 02 TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS Management For For OUR INDEPENDENT PUBLIC ACCOUNTANTS FOR OUR FISCAL YEAR ENDING SEPTEMBER 30, 2012. 03 TO HOLD AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. Management For For 04 TO APPROVE AN AMENDMENT TO THE COMPANY'S RESTATED Management For For CERTIFICATE OF INCORPORATION TO ELIMINATE THE PLURALITY VOTING PROVISION.
Page 8 of 36 16-Aug-2012 Investment Company Report THE WALT DISNEY COMPANY Security 254687106 Meeting Type Annual Ticker Symbol DIS Meeting Date 13-Mar-2012 ISIN US2546871060 Agenda 933546434 - Management
For/Against Item Proposal Type Vote Management ---- ----------------------------------------------------------- ----------- ---- ----------- 1A ELECTION OF DIRECTOR: SUSAN E. ARNOLD Management For For 1B ELECTION OF DIRECTOR: JOHN S. CHEN Management For For 1C ELECTION OF DIRECTOR: JUDITH L. ESTRIN Management For For 1D ELECTION OF DIRECTOR: ROBERT A. IGER Management For For 1E ELECTION OF DIRECTOR: FRED H. LANGHAMMER Management For For 1F ELECTION OF DIRECTOR: AYLWIN B. LEWIS Management For For 1G ELECTION OF DIRECTOR: MONICA C. LOZANO Management For For 1H ELECTION OF DIRECTOR: ROBERT W. MATSCHULLAT Management For For 1I ELECTION OF DIRECTOR: SHERYL K. SANDBERG Management For For 1J ELECTION OF DIRECTOR: ORIN C. SMITH Management For For 02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS Management For For THE COMPANY'S REGISTERED PUBLIC ACCOUNTANTS FOR 2012. 03 TO APPROVE AN AMENDMENT TO THE 2011 STOCK INCENTIVE PLAN. Management For For 04 TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE Management For For COMPENSATION.
Page 9 of 36 16-Aug-2012 Investment Company Report UNITED TECHNOLOGIES CORPORATION Security 913017109 Meeting Type Annual Ticker Symbol UTX Meeting Date 11-Apr-2012 ISIN US9130171096 Agenda 933554253 - Management
For/Against Item Proposal Type Vote Management ---- --------------------------------------------------------- ----------- ---- ----------- 1A. ELECTION OF DIRECTOR: LOUIS R. CHENEVERT Management For For 1B. ELECTION OF DIRECTOR: JOHN V. FARACI Management For For 1C. ELECTION OF DIRECTOR: JEAN-PIERRE GARNIER Management For For 1D. ELECTION OF DIRECTOR: JAMIE S. GORELICK Management For For 1E. ELECTION OF DIRECTOR: EDWARD A. KANGAS Management For For 1F. ELECTION OF DIRECTOR: ELLEN J. KULLMAN Management For For 1G. ELECTION OF DIRECTOR: RICHARD D. MCCORMICK Management For For 1H. ELECTION OF DIRECTOR: HAROLD MCGRAW III Management For For 1I. ELECTION OF DIRECTOR: RICHARD B. MYERS Management For For 1J. ELECTION OF DIRECTOR: H. PATRICK SWYGERT Management For For 1K. ELECTION OF DIRECTOR: ANDRE VILLENEUVE Management For For 1L. ELECTION OF DIRECTOR: CHRISTINE TODD WHITMAN Management For For 2. APPOINTMENT OF THE FIRM OF PRICEWATERHOUSECOOPERS LLP AS Management For For INDEPENDENT AUDITOR. 3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER Management For For COMPENSATION.
Page 10 of 36 16-Aug-2012 Investment Company Report SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.) Security 806857108 Meeting Type Annual Ticker Symbol SLB Meeting Date 11-Apr-2012 ISIN AN8068571086 Agenda 933556827 - Management
For/Against Item Proposal Type Vote Management ---- --------------------------------------------------------- ----------- -------- ----------- 1A. ELECTION OF DIRECTOR: PETER L.S. CURRIE Management For For 1B. ELECTION OF DIRECTOR: TONY ISAAC Management For For 1C. ELECTION OF DIRECTOR: K. VAMAN KAMATH Management For For 1D. ELECTION OF DIRECTOR: PAAL KIBSGAARD Management For For 1E. ELECTION OF DIRECTOR: NIKOLAY KUDRYAVTSEV Management For For 1F. ELECTION OF DIRECTOR: ADRIAN LAJOUS Management For For 1G. ELECTION OF DIRECTOR: MICHAEL E. MARKS Management For For 1H. ELECTION OF DIRECTOR: ELIZABETH A. MOLER Management For For 1I. ELECTION OF DIRECTOR: LUBNA S. OLAYAN Management For For 1J. ELECTION OF DIRECTOR: L. RAFAEL REIF Management For For 1K. ELECTION OF DIRECTOR: TORE I. SANDVOLD Management For For 1L. ELECTION OF DIRECTOR: HENRI SEYDOUX Management For For 2. TO APPROVE AN ADVISORY RESOLUTION ON EXECUTIVE Management For For COMPENSATION. 3. TO APPROVE THE COMPANY'S 2011 FINANCIAL STATEMENTS AND Management For For DECLARATIONS OF DIVIDENDS. 4. TO APPROVE THE APPOINTMENT OF THE INDEPENDENT REGISTERED Management For For PUBLIC ACCOUNTING FIRM. 5. TO APPROVE AMENDMENTS TO THE COMPANY'S 2004 STOCK AND Management Abstain Against DEFERRAL PLAN FOR NON-EMPLOYEE DIRECTORS TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE AND MAKE CERTAIN TECHNICAL CHANGES.
Page 11 of 36 16-Aug-2012 Investment Company Report U.S. BANCORP Security 902973304 Meeting Type Annual Ticker Symbol USB Meeting Date 17-Apr-2012 ISIN US9029733048 Agenda 933561169 - Management
For/Against Item Proposal Type Vote Management ---- ------------------------------------------------------ ----------- ---- ----------- 1A. ELECTION OF DIRECTOR: DOUGLAS M. BAKER, JR. Management For For 1B. ELECTION OF DIRECTOR: Y. MARC BELTON Management For For 1C. ELECTION OF DIRECTOR: VICTORIA BUYNISKI GLUCKMAN Management For For 1D. ELECTION OF DIRECTOR: ARTHUR D. COLLINS, JR. Management For For 1E. ELECTION OF DIRECTOR: RICHARD K. DAVIS Management For For 1F. ELECTION OF DIRECTOR: ROLAND A. HERNANDEZ Management For For 1G. ELECTION OF DIRECTOR: JOEL W. JOHNSON Management For For 1H. ELECTION OF DIRECTOR: OLIVIA F. KIRTLEY Management For For 1I. ELECTION OF DIRECTOR: JERRY W. LEVIN Management For For 1J. ELECTION OF DIRECTOR: DAVID B. O'MALEY Management For For 1K. ELECTION OF DIRECTOR: O'DELL M. OWENS, M.D., M.P.H. Management For For 1L. ELECTION OF DIRECTOR: CRAIG D. SCHNUCK Management For For 1M. ELECTION OF DIRECTOR: PATRICK T. STOKES Management For For 1N. ELECTION OF DIRECTOR: DOREEN WOO HO Management For For 2. RATIFICATION OF SELECTION OF ERNST & YOUNG LLP AS OUR Management For For INDEPENDENT AUDITOR FOR THE 2012 FISCAL YEAR. 3. ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR Management For For EXECUTIVES DISCLOSED IN THE PROXY STATEMENT.
Page 12 of 36 16-Aug-2012 Investment Company Report INTUITIVE SURGICAL, INC. Security 46120E602 Meeting Type Annual Ticker Symbol ISRG Meeting Date 19-Apr-2012 ISIN US46120E6023 Agenda 933558326 - Management
For/Against Item Proposal Type Vote Management ---- ------------------------------------------------------------ ----------- -------- ----------- 1.1 ELECTION OF DIRECTOR: GARY S. GUTHART, PH.D. Management For For 1.2 ELECTION OF DIRECTOR: MARK J. RUBASH Management For For 1.3 ELECTION OF DIRECTOR: LONNIE M. SMITH Management For For 2. TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE Management Against Against COMPANY'S 2010 INCENTIVE AWARD PLAN 3. TO APPROVE, BY ADVISORY VOTE, THE COMPENSATION OF OUR Management For For NAMED EXECUTIVE OFFICERS 4. TO APPROVE THE AMENDMENT TO THE CERTIFICATE OF Management For For INCORPORATION TO ELIMINATE THE CLASSIFIED STRUCTURE OF THE BOARD AND TO PROVIDE FOR THE ANNUAL ELECTION OF DIRECTORS 5. THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012
Page 13 of 36 16-Aug-2012 Investment Company Report NESTLE S.A. Security 641069406 Meeting Type Annual Ticker Symbol NSRGY Meeting Date 19-Apr-2012 ISIN US6410694060 Agenda 933572302 - Management
For/Against Item Proposal Type Vote Management ---- --------------------------------------------------------------- ---------- ------- ----------- 1A. APPROVAL OF THE ANNUAL REPORT, THE FINANCIAL STATEMENTS OF Management For For NESTLE S.A. AND THE CONSOLIDATED FINANCIAL STATEMENTS OF THE NESTLE GROUP FOR 2011 1B. ACCEPTANCE OF THE COMPENSATION REPORT 2011 (ADVISORY VOTE) Management For For 2. RELEASE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND OF THE Management Abstain Against MANAGEMENT 3. APPROPRIATION OF PROFITS RESULTING FROM THE BALANCE SHEET Management For For OF NESTLE S.A. (PROPOSED DIVIDEND) FOR THE FINANCIAL YEAR 2011 4A. RE-ELECTION TO THE BOARD OF DIRECTOR: MR. DANIEL BOREL Management For For 4B. ELECTION TO THE BOARD OF DIRECTOR: MR. HENRI DE CASTRIES Management For For 4C. RE-ELECTION OF THE STATUTORY AUDITOR: KPMG SA, GENEVA Management For For BRANCH 5. CAPITAL REDUCTION (BY CANCELLATION OF SHARES) Management For For 6. IN THE EVENT OF A NEW OR MODIFIED PROPOSAL BY A SHAREHOLDER Management Abstain Against DURING THE ANNUAL GENERAL MEETING, I INSTRUCT THE INDEPENDENT REPRESENTATIVE TO VOTE IN FAVOR OF THE PROPOSAL OF THE BOARD OF DIRECTORS 7. MARK THE BOX AT THE RIGHT IF YOU WISH TO GIVE A PROXY TO THE Management Abstain Against INDEPENDENT REPRESENTATIVE, MR. JEAN-LUDOVIC HARTMANN (AS FURTHER DISCUSSED IN THE COMPANY'S INVITATION)
Page 14 of 36 16-Aug-2012 Investment Company Report HONEYWELL INTERNATIONAL INC. Security 438516106 Meeting Type Annual Ticker Symbol HON Meeting Date 23-Apr-2012 ISIN US4385161066 Agenda 933558631 - Management
For/Against Item Proposal Type Vote Management ---- ------------------------------------------------- ----------- ------- ----------- 1A. ELECTION OF DIRECTOR: GORDON M. BETHUNE Management For For 1B. ELECTION OF DIRECTOR: KEVIN BURKE Management For For 1C. ELECTION OF DIRECTOR: JAIME CHICO PARDO Management For For 1D. ELECTION OF DIRECTOR: DAVID M. COTE Management For For 1E. ELECTION OF DIRECTOR: D. SCOTT DAVIS Management For For 1F. ELECTION OF DIRECTOR: LINNET F. DEILY Management For For 1G. ELECTION OF DIRECTOR: JUDD GREGG Management For For 1H. ELECTION OF DIRECTOR: CLIVE R. HOLLICK Management For For 1I. ELECTION OF DIRECTOR: GEORGE PAZ Management For For 1J. ELECTION OF DIRECTOR: BRADLEY T. SHEARES Management For For 2. APPROVAL OF INDEPENDENT ACCOUNTANTS. Management For For 3. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. Management For For 4. INDEPENDENT BOARD CHAIRMAN. Shareholder Against For 5. POLITICAL CONTRIBUTIONS. Shareholder Against For
Page 15 of 36 16-Aug-2012 Investment Company Report WELLS FARGO & COMPANY Security 949746101 Meeting Type Annual Ticker Symbol WFC Meeting Date 24-Apr-2012 ISIN US9497461015 Agenda 933560369 - Management
For/Against Item Proposal Type Vote Management ---- ----------------------------------------------------------- ------------ -------- ----------- 1A) ELECTION OF DIRECTOR: JOHN D. BAKER II Management For For 1B) ELECTION OF DIRECTOR: ELAINE L. CHAO Management For For 1C) ELECTION OF DIRECTOR: JOHN S. CHEN Management For For 1D) ELECTION OF DIRECTOR: LLOYD H. DEAN Management For For 1E) ELECTION OF DIRECTOR: SUSAN E. ENGEL Management For For 1F) ELECTION OF DIRECTOR: ENRIQUE HERNANDEZ, JR. Management For For 1G) ELECTION OF DIRECTOR: DONALD M. JAMES Management For For 1H) ELECTION OF DIRECTOR: CYNTHIA H. MILLIGAN Management For For 1I) ELECTION OF DIRECTOR: NICHOLAS G. MOORE Management For For 1J) ELECTION OF DIRECTOR: FEDERICO F. PENA Management For For 1K) ELECTION OF DIRECTOR: PHILIP J. QUIGLEY Management For For 1L) ELECTION OF DIRECTOR: JUDITH M. RUNSTAD Management For For 1M) ELECTION OF DIRECTOR: STEPHEN W. SANGER Management For For 1N) ELECTION OF DIRECTOR: JOHN G. STUMPF Management For For 1O) ELECTION OF DIRECTOR: SUSAN G. SWENSON Management For For 2. PROPOSAL TO APPROVE AN ADVISORY RESOLUTION TO APPROVE THE Management For For NAMED EXECUTIVES' COMPENSATION. 3. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For INDEPENDENT AUDITORS FOR 2012. 4. STOCKHOLDER PROPOSAL REGARDING THE ADOPTION OF A POLICY TO Shareholder Against For REQUIRE AN INDEPENDENT CHAIRMAN. 5. STOCKHOLDER PROPOSAL TO PROVIDE FOR CUMULATIVE VOTING IN Shareholder Against For CONTESTED DIRECTOR ELECTIONS. 6. STOCKHOLDER PROPOSAL TO AMEND THE COMPANY'S BY-LAWS TO Shareholder Abstain Against ALLOW STOCKHOLDERS TO NOMINATE DIRECTOR CANDIDATES FOR INCLUSION IN THE COMPANY'S PROXY MATERIALS. 7. STOCKHOLDER PROPOSAL REGARDING AN INVESTIGATION AND Shareholder Abstain Against REPORT ON INTERNAL CONTROLS FOR MORTGAGE SERVICING OPERATIONS.
Page 16 of 36 16-Aug-2012 Investment Company Report INTERNATIONAL BUSINESS MACHINES CORP. Security 459200101 Meeting Type Annual Ticker Symbol IBM Meeting Date 24-Apr-2012 ISIN US4592001014 Agenda 933564204 - Management
For/Against Item Proposal Type Vote Management ---- --------------------------------------------------------- ------------ -------- ----------- 1A ELECTION OF DIRECTOR: A. J. P. BELDA Management For For 1B ELECTION OF DIRECTOR: W. R. BRODY Management For For 1C ELECTION OF DIRECTOR: K. I. CHENAULT Management For For 1D ELECTION OF DIRECTOR: M. L. ESKEW Management For For 1E ELECTION OF DIRECTOR: D. N. FARR Management For For 1F ELECTION OF DIRECTOR: S. A. JACKSON Management For For 1G ELECTION OF DIRECTOR: A. N. LIVERIS Management For For 1H ELECTION OF DIRECTOR: W. J. MCNERNEY, JR. Management For For 1I ELECTION OF DIRECTOR: J. W. OWENS Management For For 1J ELECTION OF DIRECTOR: S. J. PALMISANO Management For For 1K ELECTION OF DIRECTOR: V. M. ROMETTY Management For For 1L ELECTION OF DIRECTOR: J. E. SPERO Management For For 1M ELECTION OF DIRECTOR: S. TAUREL Management For For 1N ELECTION OF DIRECTOR: L. H. ZAMBRANO Management For For 02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Management For For PUBLIC ACCOUNTING FIRM (PAGE 71) 03 ADVISORY VOTE ON EXECUTIVE COMPENSATION (PAGE 72) Management For For 04 STOCKHOLDER PROPOSAL ON CUMULATIVE VOTING (PAGE 73) Shareholder Against For 05 STOCKHOLDER PROPOSAL TO REVIEW POLITICAL CONTRIBUTIONS - Shareholder Against For TRADE ASSOCIATIONS POLICY (PAGE 74) 06 STOCKHOLDER PROPOSAL FOR DISCLOSURE OF LOBBYING POLICIES Shareholder Against For AND PRACTICES (PAGE 75)
Page 17 of 36 16-Aug-2012 Investment Company Report VF CORPORATION Security 918204108 Meeting Type Annual Ticker Symbol VFC Meeting Date 24-Apr-2012 ISIN US9182041080 Agenda 933573518 - Management
For/Against Item Proposal Type Vote Management ---- ------------------------------------------------------------ ------------ ---- ----------- 1. DIRECTOR Management 1 ROBERT J. HURST For For 2 LAURA W. LANG For For 3 W. ALAN MCCOLLOUGH For For 4 RAYMOND G. VIAULT For For 2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER Management For For COMPENSATION. 3. RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP Management For For AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2012 FISCAL YEAR. 4. SHAREHOLDER PROPOSAL TO REPEAL CLASSIFIED BOARD. Shareholder For Against
Page 18 of 36 16-Aug-2012 Investment Company Report PFIZER INC. Security 717081103 Meeting Type Annual Ticker Symbol PFE Meeting Date 26-Apr-2012 ISIN US7170811035 Agenda 933560472 - Management
For/Against Item Proposal Type Vote Management ---- ----------------------------------------------------------- ------------ -------- ----------- 1A. ELECTION OF DIRECTOR: DENNIS A. AUSIELLO Management For For 1B. ELECTION OF DIRECTOR: M. ANTHONY BURNS Management For For 1C. ELECTION OF DIRECTOR: W. DON CORNWELL Management For For 1D. ELECTION OF DIRECTOR: FRANCES D. FERGUSSON Management For For 1E. ELECTION OF DIRECTOR: WILLIAM H. GRAY, III Management For For 1F. ELECTION OF DIRECTOR: HELEN H. HOBBS Management For For 1G. ELECTION OF DIRECTOR: CONSTANCE J. HORNER Management For For 1H. ELECTION OF DIRECTOR: JAMES M. KILTS Management For For 1I. ELECTION OF DIRECTOR: GEORGE A. LORCH Management For For 1J. ELECTION OF DIRECTOR: JOHN P. MASCOTTE Management For For 1K. ELECTION OF DIRECTOR: SUZANNE NORA JOHNSON Management For For 1L. ELECTION OF DIRECTOR: IAN C. READ Management For For 1M. ELECTION OF DIRECTOR: STEPHEN W. SANGER Management For For 1N. ELECTION OF DIRECTOR: MARC TESSIER-LAVIGNE Management For For 2. RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT REGISTERED Management For For PUBLIC ACCOUNTING FIRM FOR 2012. 3. ADVISORY APPROVAL OF EXECUTIVE COMPENSATION. Management For For 4. SHAREHOLDER PROPOSAL REGARDING PUBLICATION OF POLITICAL Shareholder Against For CONTRIBUTIONS. 5. SHAREHOLDER PROPOSAL REGARDING ACTION BY WRITTEN CONSENT. Shareholder Against For 6. SHAREHOLDER PROPOSAL REGARDING SPECIAL SHAREHOLDER Shareholder Against For MEETINGS. 7. SHAREHOLDER PROPOSAL REGARDING ADVISORY VOTE ON DIRECTOR Shareholder Against For PAY.
Page 19 of 36 16-Aug-2012 Investment Company Report JOHNSON & JOHNSON Security 478160104 Meeting Type Annual Ticker Symbol JNJ Meeting Date 26-Apr-2012 ISIN US4781601046 Agenda 933562301 - Management
For/Against Item Proposal Type Vote Management ---- ---------------------------------------------------------- ------------ -------- ----------- 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN Management For For 1B. ELECTION OF DIRECTOR: JAMES G. CULLEN Management For For 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS Management For For 1D. ELECTION OF DIRECTOR: ALEX GORSKY Management For For 1E. ELECTION OF DIRECTOR: MICHAEL M.E. JOHNS Management For For 1F. ELECTION OF DIRECTOR: SUSAN L. LINDQUIST Management For For 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY Management For For 1H. ELECTION OF DIRECTOR: LEO F. MULLIN Management For For 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ Management For For 1J. ELECTION OF DIRECTOR: CHARLES PRINCE Management For For 1K. ELECTION OF DIRECTOR: DAVID SATCHER Management For For 1L. ELECTION OF DIRECTOR: WILLIAM C. WELDON Management For For 1M. ELECTION OF DIRECTOR: RONALD A. WILLIAMS Management For For 2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER Management For For COMPENSATION 3. APPROVAL OF THE COMPANY'S 2012 LONG-TERM INCENTIVE PLAN Management Abstain Against 4. RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP Management For For AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012 5. SHAREHOLDER PROPOSAL ON INDEPENDENT BOARD CHAIRMAN Shareholder Against For 6. SHAREHOLDER PROPOSAL ON BINDING VOTE ON POLITICAL Shareholder Against For CONTRIBUTIONS 7. SHAREHOLDER PROPOSAL ON ADOPTING NON-ANIMAL METHODS FOR Shareholder Against For TRAINING
Page 20 of 36 16-Aug-2012 Investment Company Report ABBOTT LABORATORIES Security 002824100 Meeting Type Annual Ticker Symbol ABT Meeting Date 27-Apr-2012 ISIN US0028241000 Agenda 933560408 - Management
For/Against Item Proposal Type Vote Management ---- --------------------------------------------------------- ------------ -------- ----------- 1. DIRECTOR Management 1 R.J. ALPERN For For 2 R.S. AUSTIN For For 3 S.E. BLOUNT For For 4 W.J. FARRELL For For 5 E.M. LIDDY For For 6 N. MCKINSTRY For For 7 P.N. NOVAKOVIC For For 8 W.A. OSBORN For For 9 S.C. SCOTT III For For 10 G.F. TILTON For For 11 M.D. WHITE For For 2. RATIFICATION OF DELOITTE & TOUCHE LLP AS AUDITORS Management For For 3. SAY ON PAY - AN ADVISORY VOTE TO APPROVE EXECUTIVE Management For For COMPENSATION 4. SHAREHOLDER PROPOSAL - TRANSPARENCY IN ANIMAL RESEARCH Shareholder Against For 5. SHAREHOLDER PROPOSAL - LOBBYING DISCLOSURE Shareholder Against For 6. SHAREHOLDER PROPOSAL - INDEPENDENT BOARD CHAIR Shareholder Against For 7. SHAREHOLDER PROPOSAL - TAX GROSS-UPS Shareholder Against For 8. SHAREHOLDER PROPOSAL - EQUITY RETENTION AND HEDGING Shareholder Against For 9. SHAREHOLDER PROPOSAL - INCENTIVE COMPENSATION Shareholder Against For 10. SHAREHOLDER PROPOSAL - BAN ACCELERATED VESTING OF AWARDS Shareholder Against For UPON A CHANGE IN CONTROL
Page 21 of 36 16-Aug-2012 Investment Company Report ALLERGAN, INC. Security 018490102 Meeting Type Annual Ticker Symbol AGN Meeting Date 01-May-2012 ISIN US0184901025 Agenda 933565826 - Management
For/Against Item Proposal Type Vote Management ---- ------------------------------------------------------------ ------------ -------- ----------- 1A. ELECTION OF DIRECTOR: DAVID E.I. PYOTT Management For For 1B. ELECTION OF DIRECTOR: HERBERT W. BOYER, PH.D. Management For For 1C. ELECTION OF DIRECTOR: DEBORAH DUNSIRE, M.D. Management For For 1D. ELECTION OF DIRECTOR: MICHAEL R. GALLAGHER Management For For 1E. ELECTION OF DIRECTOR: DAWN HUDSON Management For For 1F. ELECTION OF DIRECTOR: ROBERT A. INGRAM Management For For 1G. ELECTION OF DIRECTOR: TREVOR M. JONES, PH.D. Management For For 1H. ELECTION OF DIRECTOR: LOUIS J. LAVIGNE, JR. Management For For 1I. ELECTION OF DIRECTOR: RUSSELL T. RAY Management For For 1J. ELECTION OF DIRECTOR: STEPHEN J. RYAN, M.D. Management For For 2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR Management For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2012. 3. ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE Management For For OFFICERS. 4. STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE ANNUAL Shareholder Against For MEETING (SPECIAL STOCKHOLDER MEETINGS).
Page 22 of 36 16-Aug-2012 Investment Company Report UNITED PARCEL SERVICE, INC. Security 911312106 Meeting Type Annual Ticker Symbol UPS Meeting Date 03-May-2012 ISIN US9113121068 Agenda 933564913 - Management
For/Against Item Proposal Type Vote Management ---- ------------------------------------------------------------ ----------- ------- ----------- 1A) ELECTION OF DIRECTOR: F. DUANE ACKERMAN Management For For 1B) ELECTION OF DIRECTOR: MICHAEL J. BURNS Management For For 1C) ELECTION OF DIRECTOR: D. SCOTT DAVIS Management For For 1D) ELECTION OF DIRECTOR: STUART E. EIZENSTAT Management For For 1E) ELECTION OF DIRECTOR: MICHAEL L. ESKEW Management For For 1F) ELECTION OF DIRECTOR: WILLIAM R. JOHNSON Management For For 1G) ELECTION OF DIRECTOR: CANDACE KENDLE Management For For 1H) ELECTION OF DIRECTOR: ANN M. LIVERMORE Management For For 1I) ELECTION OF DIRECTOR: RUDY H.P. MARKHAM Management For For 1J) ELECTION OF DIRECTOR: CLARK T. RANDT, JR. Management For For 1K) ELECTION OF DIRECTOR: JOHN W. THOMPSON Management For For 1L) ELECTION OF DIRECTOR: CAROL B. TOME Management For For 2. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS UPS'S Management For For INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2012. 3. TO APPROVE THE 2012 OMNIBUS INCENTIVE COMPENSATION PLAN. Management Against Against 4. TO APPROVE THE AMENDMENT TO THE DISCOUNTED EMPLOYEE Management Against Against STOCK PURCHASE PLAN. 5. THE SHAREOWNER PROPOSAL REGARDING LOBBYING DISCLOSURE. Shareholder Against For
Page 23 of 36 16-Aug-2012 Investment Company Report OCCIDENTAL PETROLEUM CORPORATION Security 674599105 Meeting Type Annual Ticker Symbol OXY Meeting Date 04-May-2012 ISIN US6745991058 Agenda 933577768 - Management
For/Against Item Proposal Type Vote Management ---- ----------------------------------------------------------- ----------- ------- ----------- 1A. ELECTION OF DIRECTOR: SPENCER ABRAHAM Management For For 1B. ELECTION OF DIRECTOR: HOWARD I. ATKINS Management For For 1C. ELECTION OF DIRECTOR: STEPHEN I. CHAZEN Management For For 1D. ELECTION OF DIRECTOR: EDWARD P. DJEREJIAN Management For For 1E. ELECTION OF DIRECTOR: JOHN E. FEICK Management For For 1F. ELECTION OF DIRECTOR: MARGARET M. FORAN Management For For 1G. ELECTION OF DIRECTOR: CARLOS M. GUTIERREZ Management For For 1H. ELECTION OF DIRECTOR: RAY R. IRANI Management For For 1I. ELECTION OF DIRECTOR: AVEDICK B. POLADIAN Management For For 1J. ELECTION OF DIRECTOR: AZIZ D. SYRIANI Management For For 1K. ELECTION OF DIRECTOR: ROSEMARY TOMICH Management For For 2. ADVISORY VOTE APPROVING EXECUTIVE COMPENSATION. Management Against Against 3. RATIFICATION OF SELECTION OF KPMG AS INDEPENDENT AUDITORS. Management For For 4. REQUIRED NOMINATION OF DIRECTOR WITH ENVIRONMENTAL Shareholder Against For EXPERTISE.
Page 24 of 36 16-Aug-2012 Investment Company Report BERKSHIRE HATHAWAY INC. Security 084670702 Meeting Type Annual Ticker Symbol BRKB Meeting Date 05-May-2012 ISIN US0846707026 Agenda 933565092 - Management
For/Against Item Proposal Type Vote Management ---- ---------------------------------------------------- ----------- ------- ----------- 1. DIRECTOR Management 1 WARREN E. BUFFETT For For 2 CHARLES T. MUNGER For For 3 HOWARD G. BUFFETT For For 4 STEPHEN B. BURKE For For 5 SUSAN L. DECKER For For 6 WILLIAM H. GATES III For For 7 DAVID S. GOTTESMAN For For 8 CHARLOTTE GUYMAN For For 9 DONALD R. KEOUGH For For 10 THOMAS S. MURPHY For For 11 RONALD L. OLSON For For 12 WALTER SCOTT, JR. For For 2. SHAREHOLDER PROPOSAL REGARDING SUCCESSION PLANNING. Shareholder Against For
Page 25 of 36 16-Aug-2012 Investment Company Report DANAHER CORPORATION Security 235851102 Meeting Type Annual Ticker Symbol DHR Meeting Date 08-May-2012 ISIN US2358511028 Agenda 933591249 - Management
For/Against Item Proposal Type Vote Management ---- --------------------------------------------------------------------- ----------- ---- ----------- 1.1 ELECTION OF DIRECTOR: MORTIMER M. CAPLIN Management For For 1.2 ELECTION OF DIRECTOR: DONALD J. EHRLICH Management For For 1.3 ELECTION OF DIRECTOR: LINDA P. HEFNER Management For For 1.4 ELECTION OF DIRECTOR: TERI LIST-STOLL Management For For 1.5 ELECTION OF DIRECTOR: WALTER G. LOHR, JR. Management For For 2. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS DANAHER'S Management For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2012. 3. TO APPROVE AN AMENDMENT TO DANAHER'S RESTATED CERTIFICATE Management For For OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK OF DANAHER FROM 1 BILLION (1,000,000,000) SHARES TO 2 BILLION (2,000,000,000) SHARES, $.01 PAR VALUE PER SHARE. 4. TO RE-APPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS Management For For UNDER THE DANAHER 2007 EXECUTIVE INCENTIVE COMPENSATION PLAN. 5. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER Management For For COMPENSATION.
Page 26 of 36 16-Aug-2012 Investment Company Report CVS CAREMARK CORPORATION Security 126650100 Meeting Type Annual Ticker Symbol CVS Meeting Date 10-May-2012 ISIN US1266501006 Agenda 933577011 - Management
For/Against Item Proposal Type Vote Management ---- --------------------------------------------------------- ----------- ------- ----------- 1.A ELECTION OF DIRECTOR: C. DAVID BROWN II Management For For 1.B ELECTION OF DIRECTOR: DAVID W. DORMAN Management For For 1.C ELECTION OF DIRECTOR: ANNE M. FINUCANE Management For For 1.D ELECTION OF DIRECTOR: KRISTEN GIBNEY WILLIAMS Management For For 1.E ELECTION OF DIRECTOR: MARIAN L. HEARD Management For For 1.F ELECTION OF DIRECTOR: LARRY J. MERLO Management For For 1.G ELECTION OF DIRECTOR: JEAN-PIERRE MILLON Management For For 1.H ELECTION OF DIRECTOR: C.A. LANCE PICCOLO Management For For 1.I ELECTION OF DIRECTOR: RICHARD J. SWIFT Management For For 1.J ELECTION OF DIRECTOR: TONY L. WHITE Management For For 2. RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE Management For For COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012. 3. PROPOSAL TO APPROVE THE COMPANY'S EXECUTIVE COMPENSATION Management Abstain Against AS DISCLOSED IN THE PROXY STATEMENT. 4. MANAGEMENT PROPOSAL REGARDING STOCKHOLDER ACTION BY Management Abstain Against WRITTEN CONSENT. 5. STOCKHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS Shareholder Against For AND EXPENDITURES.
Page 27 of 36 16-Aug-2012 Investment Company Report UNION PACIFIC CORPORATION Security 907818108 Meeting Type Annual Ticker Symbol UNP Meeting Date 10-May-2012 ISIN US9078181081 Agenda 933584294 - Management
For/Against Item Proposal Type Vote Management ---- ------------------------------------------------------------ ----------- ------- ----------- 1A. ELECTION OF DIRECTOR: A.H. CARD, JR. Management For For 1B. ELECTION OF DIRECTOR: E.B. DAVIS, JR. Management For For 1C. ELECTION OF DIRECTOR: T.J. DONOHUE Management For For 1D. ELECTION OF DIRECTOR: A.W. DUNHAM Management For For 1E. ELECTION OF DIRECTOR: J.R. HOPE Management For For 1F. ELECTION OF DIRECTOR: C.C. KRULAK Management For For 1G. ELECTION OF DIRECTOR: M.R. MCCARTHY Management For For 1H. ELECTION OF DIRECTOR: M.W. MCCONNELL Management For For 1I. ELECTION OF DIRECTOR: T.F. MCLARTY III Management For For 1J. ELECTION OF DIRECTOR: S.R. ROGEL Management For For 1K. ELECTION OF DIRECTOR: J.H. VILLARREAL Management For For 1L. ELECTION OF DIRECTOR: J.R. YOUNG Management For For 2. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE AS THE Management For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3. AN ADVISORY VOTE ON EXECUTIVE COMPENSATION ("SAY ON PAY"). Management For For 4. SHAREHOLDER PROPOSAL REGARDING LOBBYING ACTIVITIES IF Shareholder Against For PROPERLY PRESENTED AT THE ANNUAL MEETING. 5. SHAREHOLDER PROPOSAL REGARDING EXECUTIVE STOCK OWNERSHIP Shareholder Against For IF PROPERLY PRESENTED AT THE ANNUAL MEETING.
Page 28 of 36 16-Aug-2012 Investment Company Report JPMORGAN CHASE & CO. Security 46625H100 Meeting Type Annual Ticker Symbol JPM Meeting Date 15-May-2012 ISIN US46625H1005 Agenda 933581301 - Management
For/Against Item Proposal Type Vote Management ---- -------------------------------------------------------- ----------- ------- ----------- 1A. ELECTION OF DIRECTOR: JAMES A. BELL Management For For 1B. ELECTION OF DIRECTOR: CRANDALL C. BOWLES Management For For 1C. ELECTION OF DIRECTOR: STEPHEN B. BURKE Management For For 1D. ELECTION OF DIRECTOR: DAVID M. COTE Management For For 1E. ELECTION OF DIRECTOR: JAMES S. CROWN Management For For 1F. ELECTION OF DIRECTOR: JAMES DIMON Management For For 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN Management For For 1H. ELECTION OF DIRECTOR: ELLEN V. FUTTER Management For For 1I. ELECTION OF DIRECTOR: LABAN P. JACKSON, JR. Management For For 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND Management For For 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON Management For For 2. APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING Management For For FIRM 3. ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION Management For For 4. POLITICAL NON-PARTISANSHIP Shareholder Against For 5. INDEPENDENT DIRECTOR AS CHAIRMAN Shareholder Against For 6. LOAN SERVICING Shareholder Against For 7. CORPORATE POLITICAL CONTRIBUTIONS REPORT Shareholder Against For 8. GENOCIDE-FREE INVESTING Shareholder Against For 9. SHAREHOLDER ACTION BY WRITTEN CONSENT Shareholder Against For 10. STOCK RETENTION Shareholder Against For
Page 29 of 36 16-Aug-2012 Investment Company Report AKAMAI TECHNOLOGIES, INC. Security 00971T101 Meeting Type Annual Ticker Symbol AKAM Meeting Date 16-May-2012 ISIN US00971T1016 Agenda 933591136 - Management
For/Against Item Proposal Type Vote Management ---- --------------------------------------------------------- ---------- ---- ----------- 1A ELECTION OF DIRECTOR: GEORGE H. CONRADES Management For For 1B ELECTION OF DIRECTOR: MARTIN M. COYNE II Management For For 1C ELECTION OF DIRECTOR: JILL A. GREENTHAL Management For For 1D ELECTION OF DIRECTOR: GEOFFREY A. MOORE Management For For 2 TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF Management For For AKAMAI TECHNOLOGIES, INC'S NAMED EXECUTIVE OFFICERS. 3 TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS Management For For THE INDEPENDENT AUDITORS OF AKAMAI TECHNOLOGIES, INC FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012.
Page 30 of 36 16-Aug-2012 Investment Company Report NATIONAL OILWELL VARCO, INC. Security 637071101 Meeting Type Annual Ticker Symbol NOV Meeting Date 16-May-2012 ISIN US6370711011 Agenda 933593724 - Management
For/Against Item Proposal Type Vote Management ---- ------------------------------------------------------ ------------ -------- ----------- 1A ELECTION OF DIRECTOR: MERRILL A. MILLER, JR. Management For For 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG Management For For 1C ELECTION OF DIRECTOR: DAVID D. HARRISON Management For For 2 RATIFICATION OF INDEPENDENT AUDITORS. Management For For 3 APPROVE, BY NON-BINDING VOTE, THE COMPENSATION OF OUR Management For For NAMED EXECUTIVE OFFICERS. 4 STOCKHOLDER PROPOSAL. Shareholder Against For
Page 31 of 36 16-Aug-2012 Investment Company Report MCDONALD'S CORPORATION Security 580135101 Meeting Type Annual Ticker Symbol MCD Meeting Date 24-May-2012 ISIN US5801351017 Agenda 933595247 - Management
For/Against Item Proposal Type Vote Management ---- ---------------------------------------------------------- ------------ -------- ----------- 1A. ELECTION OF DIRECTOR: ROBERT A. ECKERT Management For For 1B. ELECTION OF DIRECTOR: ENRIQUE HERNANDEZ, JR. Management For For 1C. ELECTION OF DIRECTOR: JEANNE P. JACKSON Management For For 1D. ELECTION OF DIRECTOR: ANDREW J. MCKENNA Management For For 1E. ELECTION OF DIRECTOR: DONALD THOMPSON Management For For 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. Management For For 3. APPROVAL OF THE 2012 OMNIBUS STOCK OWNERSHIP PLAN. Management Against Against 4. APPROVAL OF DECLASSIFICATION OF THE BOARD OF DIRECTORS. Management Abstain Against 5. APPROVAL OF SHAREHOLDERS' RIGHT TO CALL SPECIAL MEETINGS. Management Against Against 6. ADVISORY VOTE TO APPROVE THE APPOINTMENT OF ERNST & YOUNG Management For For LLP AS INDEPENDENT AUDITOR FOR 2012. 7. ADVISORY VOTE ON A SHAREHOLDER PROPOSAL REQUESTING A Shareholder Abstain Against NUTRITION REPORT.
Page 32 of 36 16-Aug-2012 Investment Company Report THE GOLDMAN SACHS GROUP, INC. Security 38141G104 Meeting Type Annual Ticker Symbol GS Meeting Date 24-May-2012 ISIN US38141G1040 Agenda 933600125 - Management
For/Against Item Proposal Type Vote Management ---- -------------------------------------------------------- ------------ -------- ----------- 1A. ELECTION OF DIRECTOR: LLOYD C. BLANKFEIN Management For For 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS Management For For 1C. ELECTION OF DIRECTOR: GARY D. COHN Management For For 1D. ELECTION OF DIRECTOR: CLAES DAHLBACK Management For For 1E. ELECTION OF DIRECTOR: STEPHEN FRIEDMAN Management For For 1F. ELECTION OF DIRECTOR: WILLIAM W. GEORGE Management For For 1G. ELECTION OF DIRECTOR: JAMES A. JOHNSON Management For For 1H. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL Management For For 1I. ELECTION OF DIRECTOR: JAMES J. SCHIRO Management For For 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR Management For For 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (SAY ON Management For For PAY) 3. RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS OUR Management For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012 4. SHAREHOLDER PROPOSAL REGARDING CUMULATIVE VOTING Shareholder Against For 5. SHAREHOLDER PROPOSAL REGARDING EXECUTIVE COMPENSATION Shareholder Against For AND LONG-TERM PERFORMANCE 6. SHAREHOLDER PROPOSAL REGARDING REPORT ON LOBBYING Shareholder Against For EXPENDITURES
Page 33 of 36 16-Aug-2012 Investment Company Report EXXON MOBIL CORPORATION Security 30231G102 Meeting Type Annual Ticker Symbol XOM Meeting Date 30-May-2012 ISIN US30231G1022 Agenda 933600086 - Management
For/Against Item Proposal Type Vote Management ---- ---------------------------------------------------------- ------------ -------- ----------- 1. DIRECTOR Management 1 M.J. BOSKIN For For 2 P. BRABECK-LETMATHE For For 3 L.R. FAULKNER For For 4 J.S. FISHMAN For For 5 H.H. FORE For For 6 K.C. FRAZIER For For 7 W.W. GEORGE For For 8 S.J. PALMISANO For For 9 S.S REINEMUND For For 10 R.W. TILLERSON For For 11 E.E. WHITACRE, JR. For For 2. RATIFICATION OF INDEPENDENT AUDITORS (PAGE 61) Management For For 3. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (PAGE 62) Management For For 4. INDEPENDENT CHAIRMAN (PAGE 64) Shareholder Against For 5. MAJORITY VOTE FOR DIRECTORS (PAGE 65) Shareholder Against For 6. REPORT ON POLITICAL CONTRIBUTIONS (PAGE 66) Shareholder Against For 7. AMENDMENT OF EEO POLICY (PAGE 67) Shareholder Against For 8. REPORT ON NATURAL GAS PRODUCTION (PAGE 69) Shareholder Against For 9. GREENHOUSE GAS EMISSIONS GOALS (PAGE 71) Shareholder Against For
Page 34 of 36 16-Aug-2012 Investment Company Report CHEVRON CORPORATION Security 166764100 Meeting Type Annual Ticker Symbol CVX Meeting Date 30-May-2012 ISIN US1667641005 Agenda 933601913 - Management
For/Against Item Proposal Type Vote Management ---- ------------------------------------------------------ ------------ -------- ----------- 1A. ELECTION OF DIRECTOR: L.F. DEILY Management For For 1B. ELECTION OF DIRECTOR: R.E. DENHAM Management For For 1C. ELECTION OF DIRECTOR: C. HAGEL Management For For 1D. ELECTION OF DIRECTOR: E. HERNANDEZ Management For For 1E. ELECTION OF DIRECTOR: G.L. KIRKLAND Management For For 1F. ELECTION OF DIRECTOR: C.W. MOORMAN Management For For 1G. ELECTION OF DIRECTOR: K.W. SHARER Management For For 1H. ELECTION OF DIRECTOR: J.G. STUMPF Management For For 1I. ELECTION OF DIRECTOR: R.D. SUGAR Management For For 1J. ELECTION OF DIRECTOR: C. WARE Management For For 1K. ELECTION OF DIRECTOR: J.S. WATSON Management For For 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Management For For PUBLIC ACCOUNTING FIRM 3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER Management For For COMPENSATION 4. EXCLUSIVE FORUM PROVISIONS Shareholder Against For 5. INDEPENDENT CHAIRMAN Shareholder Against For 6. LOBBYING DISCLOSURE Shareholder Against For 7. COUNTRY SELECTION GUIDELINES Shareholder Against For 8. HYDRAULIC FRACTURING Shareholder Against For 9. ACCIDENT RISK OVERSIGHT Shareholder Against For 10. SPECIAL MEETINGS Shareholder Against For 11. INDEPENDENT DIRECTOR WITH ENVIRONMENTAL EXPERTISE Shareholder Against For
Page 35 of 36 16-Aug-2012 Investment Company Report AMERICAN TOWER CORPORATION Security 03027X100 Meeting Type Annual Ticker Symbol AMT Meeting Date 19-Jun-2012 ISIN US03027X1000 Agenda 933622246 - Management
For/Against Item Proposal Type Vote Management ---- ------------------------------------------------------------ ------------ -------- ----------- 1A. ELECTION OF DIRECTOR: RAYMOND P. DOLAN Management For For 1B. ELECTION OF DIRECTOR: RONALD M. DYKES Management For For 1C. ELECTION OF DIRECTOR: CAROLYN F. KATZ Management For For 1D. ELECTION OF DIRECTOR: GUSTAVO LARA CANTU Management For For 1E. ELECTION OF DIRECTOR: JOANN A. REED Management For For 1F. ELECTION OF DIRECTOR: PAMELA D.A. REEVE Management For For 1G. ELECTION OF DIRECTOR: DAVID E. SHARBUTT Management For For 1H. ELECTION OF DIRECTOR: JAMES D. TAICLET, JR. Management For For 1I. ELECTION OF DIRECTOR: SAMME L. THOMPSON Management For For 2. TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS Management For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012. 3. TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY'S EXECUTIVE Management For For COMPENSATION. 4. TO REQUIRE EXECUTIVES TO RETAIN A SIGNIFICANT PERCENTAGE OF Shareholder Against For STOCK ACQUIRED THROUGH EQUITY PAY PROGRAMS UNTIL ONE YEAR FOLLOWING TERMINATION OF THEIR EMPLOYMENT.
Page 36 of 36 16-Aug-2012 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. Northeast Investors Growth Fund (Registrant) By /s/ William A. Oates President and Trustee Date August 30, 2012 * Print the name and title of each signing officer under his or her signature