N-PX 1 y8616096nvpx.txt FORM N-PX UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-03128 Morgan Stanley Dividend Growth Securities Inc. (Exact name of registrant as specified in charter) 522 Fifth Avenue, New York, New York 10036 (Address of principal executive offices) (Zip code) Stefanie V. Chang Yu, Esq. Managing Director Morgan Stanley Investment Advisors Inc. 522 Fifth Avenue New York, New York 10036 (Name and address of agent for service) Registrant's telephone number, including area code: 800-869-6397 Date of fiscal year end: 2/28 Date of reporting period: 7/1/09 - 5/31/10 ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-03128 Reporting Period: 07/01/2009 - 05/31/2010 Morgan Stanley Dividend Growth Securities, Inc. ================ MORGAN STANLEY DIVIDEND GROWTH SECURITIES INC. ================ ACE LIMITED Ticker: ACE Security ID: H0023R105 Meeting Date: MAY 19, 2010 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Robert Hernandez as Director For Against Management 1.2 Elect Peter Menikoff as Director For For Management 1.3 Elect Robert Ripp as Director For For Management 1.4 Elect Theodore Shasta as Director For For Management 2 Amend Articles Re: Treatment of For For Management Abstentions and Broker Non-Votes 3.1 Approve Annual Report For For Management 3.2 Accept Statutory Financial Statements For For Management 3.3 Accept Consolidated Financial For For Management Statements 4 Approve Allocation of Income and For For Management Omission of Dividends 5 Approve Discharge of Board and Senior For For Management Management 6 Approve Creation of CHF 4.4 Billion For For Management Pool of Capital without Preemptive Rights 7.1 Ratify PricewaterhouseCoopers AG as For For Management Auditors 7.2 Ratify PricewaterhouseCoopers LLC as For For Management Independent Registered Public Accounting Firm 7.3 Ratify BDO AG as Special Auditors For For Management 8 Amend 2004 Long-Term Incentive Plan For For Management 9 Approve Reduction in Share Capital and For For Management Capital Repayment of $1.32 per Share -------------------------------------------------------------------------------- AFLAC INCORPORATED Ticker: AFL Security ID: 001055102 Meeting Date: MAY 3, 2010 Meeting Type: Annual Record Date: FEB 24, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel P. Amos For For Management 1.2 Elect Director John Shelby Amos II For For Management 1.3 Elect Director Paul S. Amos II For For Management 1.4 Elect Director Michael H. Armacost For For Management 1.5 Elect Director Kriss Cloninger III For For Management 1.6 Elect Director Joe Frank Harris For For Management 1.7 Elect Director Elizabeth J. Hudson For For Management 1.8 Elect Director Douglas W. Johnson For For Management 1.9 Elect Director Robert B. Johnson For For Management 1.10 Elect Director Charles B. Knapp For For Management 1.11 Elect Director E. Stephen Purdom, M.d. For For Management 1.12 Elect Director Barbara K. Rimer, PhD For For Management 1.13 Elect Director Marvin R. Schuster For For Management 1.14 Elect Director David Gary Thompson For For Management 1.15 Elect Director Robert L. Wright For For Management 1.16 Elect Director Takuro Yoshida For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- ALTRIA GROUP, INC. Ticker: MO Security ID: 02209S103 Meeting Date: MAY 20, 2010 Meeting Type: Annual Record Date: MAR 29, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Elizabeth E. Bailey For For Management 2 Elect Director Gerald L. Baliles For For Management 3 Elect Director John T. Casteen III For For Management 4 Elect Director Dinyar S. Devitre For For Management 5 Elect Director Thomas F. Farrell II For For Management 6 Elect Director Robert E. R. Huntley For For Management 7 Elect Director Thomas W. Jones For For Management 8 Elect Director George Munoz For For Management 9 Elect Director Nabil Y. Sakkab For For Management 10 Elect Director Michael E. Szymanczyk For For Management 11 Approve Omnibus Stock Plan For For Management 12 Ratify Auditors For For Management 13 Report on Effect of Marketing Practices Against Against Shareholder on the Poor 14 Adopt Human Rights Protocols for Against Against Shareholder Company and Suppliers -------------------------------------------------------------------------------- AMERICAN EXPRESS COMPANY Ticker: AXP Security ID: 025816109 Meeting Date: APR 26, 2010 Meeting Type: Annual Record Date: FEB 26, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel F. Akerson For For Management 1.2 Elect Director Charlene Barshefsky For For Management 1.3 Elect Director Ursula M. Burns For For Management 1.4 Elect Director Kenneth I. Chenault For For Management 1.5 Elect Director Peter Chernin For For Management 1.6 Elect Director Jan Leschly For For Management 1.7 Elect Director Richard C. Levin For For Management 1.8 Elect Director Richard A. McGinn For Withhold Management 1.9 Elect Director Edward .D. Miller For For Management 1.10 Elect Director Steven S. Reinemund For For Management 1.11 Elect Director Robert D. Walter For Withhold Management 1.12 Elect Director Ronald A. Williams For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For Against Management Officers' Compensation 4 Provide for Cumulative Voting Against Against Shareholder 5 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 6 Stock Retention/Holding Period Against For Shareholder -------------------------------------------------------------------------------- AMGEN, INC. Ticker: AMGN Security ID: 031162100 Meeting Date: MAY 12, 2010 Meeting Type: Annual Record Date: MAR 15, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Dr. David Baltimore For For Management 2 Elect Director Frank J. Biondi, Jr. For For Management 3 Elect Director Francois De Carbonnel For For Management 4 Elect Director Jerry D. Choate For For Management 5 Elect Director Dr. Vance D. Coffman For For Management 6 Elect Director Frederick W. Gluck For For Management 7 Elect Director Dr. Rebecca M. Henderson For For Management 8 Elect Director Frank C. Herringer For For Management 9 Elect Director Dr. Gilbert S. Omenn For For Management 10 Elect Director Judith C. Pelham For For Management 11 Elect Director Adm. J. Paul Reason, USN For For Management (Retired) 12 Elect Director Leonard D. Schaeffer For For Management 13 Elect Director Kevin W. Sharer For For Management 14 Ratify Auditors For For Management 15 Provide Right to Act by Written Consent Against For Shareholder 16 Stock Retention/Holding Period Against Abstain Shareholder -------------------------------------------------------------------------------- APACHE CORPORATION Ticker: APA Security ID: 037411105 Meeting Date: MAY 6, 2010 Meeting Type: Annual Record Date: MAR 8, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Eugene C. Fiedorek For For Management 2 Elect Director Patricia Albjerg Graham For For Management 3 Elect Director F.H. Merelli For For Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- APPLE INC. Ticker: AAPL Security ID: 037833100 Meeting Date: FEB 25, 2010 Meeting Type: Annual Record Date: DEC 28, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William V. Campbell For For Management 1.2 Elect Director Millard S. Drexler For For Management 1.3 Elect Director Albert A. Gore, Jr. For For Management 1.4 Elect Director Steven P. Jobs For For Management 1.5 Elect Director Andrea Jung For For Management 1.6 Elect Director Arthur D. Levinson For For Management 1.7 Elect Director Jerome B. York For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Non-Employee Director Omnibus For For Management Stock Plan 4 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 5 Ratify Auditors For For Management 6 Prepare Sustainability Report Against Against Shareholder 7 Establish Other Board Committee Against Against Shareholder -------------------------------------------------------------------------------- AT&T INC. Ticker: T Security ID: 00206R102 Meeting Date: APR 30, 2010 Meeting Type: Annual Record Date: MAR 2, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Randall L. Stephenson For For Management 2 Elect Director Gilbert F. Amelio For For Management 3 Elect Director Reuben V. Anderson For For Management 4 Elect Director James H. Blanchard For For Management 5 Elect Director Jaime Chico Pardo For For Management 6 Elect Director James P. Kelly For For Management 7 Elect Director Jon C. Madonna For For Management 8 Elect Director Lynn M. Martin For For Management 9 Elect Director John B. McCoy For For Management 10 Elect Director Joyce M. Roche For For Management 11 Elect Director Laura D Andrea Tyson For For Management 12 Elect Director Patricia P. Upton For For Management 13 Ratify Auditors For For Management 14 Provide for Cumulative Voting Against Against Shareholder 15 Exclude Pension Credits from Against For Shareholder Calculations of Performance-Based Pay 16 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 17 Amend Articles/Bylaws/Charter -- Call Against Against Shareholder Special Meetings -------------------------------------------------------------------------------- BP PLC Ticker: BP. Security ID: 055622104 Meeting Date: APR 15, 2010 Meeting Type: Annual Record Date: FEB 19, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 To Receive The Directors Annual Report For For Management And Accounts 2 To Approve The Directors Remuneration For For Management Report 3 To Elect P Anderson As A Director For For Management 4 To Re-elect A Burgmans As A Director For For Management 5 To Re-elect C B Carroll As A Director For For Management 6 To Re-elect William Castell As A For For Management Director 7 To Re-elect I C Conn As A Director For For Management 8 To Re-elect G David As A Director For Against Management 9 To Elect I E L Davis As A Director For For Management 10 To Re-elect R Dudley As A Director For For Management 11 To Re-elect D J Flint As A Director For For Management 12 To Re-elect B E Grote As A Director For For Management 13 To Re-elect A B Hayward As A Director For For Management 14 To Re-elect A G Inglis As A Director For For Management 15 To Re-elect D S Julius As A Director For For Management 16 To Elect C-H Svanberg As A Director For For Management 17 To Reappoint Ernst & Young Llp As For For Management Auditors And Authorize The board To Fix Their Remuneration 18 To Adopt New Articles Of Association For For Management 19 To Give Limited Authority For The For For Management Purchaseof Its Own Shares By The Company 20 To Give Limited Authority To Allot For For Management Shares Up To A Specified amount 21 To Give Authority To Allot A Limited For For Management Number of Shares For Cash Free Of Pre-emption Rights 22 To Authorize The Calling Of General For For Management Meetings(excluding Annual General Meetings) By Notice Of At Least 14 clear Days 23 To Approve The Renewal Of The Executive For For Management Directors Incentive Plan 24 To Approve The Scrip Dividend Programme For For Management 25 Special Resolution: To Instruct A Against Against Shareholder Committee Of The Board To Review The Assumptions Behind The Sunrise Project -------------------------------------------------------------------------------- BRISTOL-MYERS SQUIBB COMPANY Ticker: BMY Security ID: 110122108 Meeting Date: MAY 4, 2010 Meeting Type: Annual Record Date: MAR 11, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Lamberto Andreotti For For Management 2 Elect Director Lewis B. Campbell For For Management 3 Elect Director James M. Cornelius For For Management 4 Elect Director Louis J. Freeh For For Management 5 Elect Director Laurie H. Glimcher, M.D For For Management 6 Elect Director Michael Grobstein For For Management 7 Elect Director Leif Johansson For For Management 8 Elect Director Alan J. Lacy For For Management 9 Elect Director Vicki L. Sato, Ph.D. For For Management 10 Elect Director Togo D. West, Jr. For For Management 11 Elect Director R. Sanders Williams, For For Management M.D. 12 Ratify Auditors For For Management 13 Provide Right to Call Special Meeting For For Management 14 Reduce Supermajority Vote Requirements For For Management Applicable to Common Stock 15 Reduce Supermajority Vote Requirement For For Management Applicable to Preferred Stock 16 Increase Disclosure of Executive Against Against Shareholder Compensation 17 Provide Right to Act by Written Consent Against For Shareholder 18 Report and Set Goals Related to Animal Against Against Shareholder Use and Testing -------------------------------------------------------------------------------- CHEVRON CORPORATION Ticker: CVX Security ID: 166764100 Meeting Date: MAY 26, 2010 Meeting Type: Annual Record Date: APR 1, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director S.H. Armacost For For Management 2 Elect Director L.F. Deily For For Management 3 Elect Director R.E. Denham For For Management 4 Elect Director R.J. Eaton For For Management 5 Elect Director C. Hagel For For Management 6 Elect Director E. Hernandez For For Management 7 Elect Director F.G. Jenifer For For Management 8 Elect Director G.L. Kirkland For For Management 9 Elect Director S. Nunn For For Management 10 Elect Director D.B. Rice For For Management 11 Elect Director K.W. Sharer For For Management 12 Elect Director C.R. Shoemate For For Management 13 Elect Director J.G. Stumpf For For Management 14 Elect Director R.D. Sugar For For Management 15 Elect Director C. Ware For For Management 16 Elect Director J.S. Watson For For Management 17 Ratify Auditors For For Management 18 Provide Right to Call Special Meeting For For Management 19 Request Director Nominee with Against Abstain Shareholder Environmental Qualifications 20 Stock Retention/Holding Period Against Against Shareholder 21 Disclose Payments To Host Governments Against Against Shareholder 22 Adopt Guidelines for Country Selection Against Against Shareholder 23 Report on Financial Risks From Climate Against Against Shareholder Change 24 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Human Rights -------------------------------------------------------------------------------- COMPUTER SCIENCES CORPORATION Ticker: CSC Security ID: 205363104 Meeting Date: AUG 3, 2009 Meeting Type: Annual Record Date: JUN 8, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Irving W. Bailey, II For For Management 1.2 Elect Director David J. Barram For For Management 1.3 Elect Director Stephen L. Baum For For Management 1.4 Elect Director Rodney F. Chase For For Management 1.5 Elect Director Judith R. Haberkorn For For Management 1.6 Elect Director Michael W. Laphen For For Management 1.7 Elect Director F. Warren McFarlan For For Management 1.8 Elect Director Chong Sup Park For For Management 1.9 Elect Director Thomas H. Patrick For For Management 2 Ratify Auditors For Against Management -------------------------------------------------------------------------------- CONOCOPHILLIPS Ticker: COP Security ID: 20825C104 Meeting Date: MAY 12, 2010 Meeting Type: Annual Record Date: MAR 15, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard L. Armitage For For Management 1.2 Elect Director Richard H. Auchinleck For For Management 1.3 Elect Director James E. Copeland, Jr. For For Management 1.4 Elect Director Kenneth M. Duberstein For Against Management 1.5 Elect Director Ruth R. Harkin For For Management 1.6 Elect Director Harold W. Mcgraw III For For Management 1.7 Elect Director James J. Mulva For For Management 1.8 Elect Director Robert A. Niblock For For Management 1.9 Elect Director Harald J. Norvik For For Management 1.10 Elect Director William K. Reilly For For Management 1.11 Elect Director Bobby S. Shackouls For For Management 1.12 Elect Director Victoria J. Tschinkel For For Management 1.13 Elect Director Kathryn C. Turner For For Management 1.14 Elect Director William E. Wade, Jr. For For Management 2 Ratify Auditors For For Management 3 Report on Board Risk Management Against Against Shareholder Oversight 4 Adopt Quantitative GHG Goals for Against Against Shareholder Products and Operations 5 Report on Environmental Impact of Oil Against For Shareholder Sands Operations in Canada 6 Adopt Policy to Address Coastal Against Against Shareholder Louisiana Environmental Impacts 7 Report on Financial Risks of Climate Against Against Shareholder Change 8 Adopt Goals to Reduce Emission of TRI Against Against Shareholder Chemicals 9 Amend EEO Policy to Prohibit Against For Shareholder Discrimination Based on Sexual Orientation and Gender Identity 10 Report on Political Contributions Against For Shareholder -------------------------------------------------------------------------------- CORNING INCORPORATED Ticker: GLW Security ID: 219350105 Meeting Date: APR 29, 2010 Meeting Type: Annual Record Date: FEB 25, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert F. Cummings, Jr. For For Management 1.2 Elect Director Carlos M. Gutierrez For For Management 1.3 Elect Director William D. Smithburg For For Management 1.4 Elect Director Hansel E. Tookes, II For For Management 1.5 Elect Director Wendell P. Weeks For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Approve Non-Employee Director Omnibus For For Management Stock Plan 5 Declassify the Board of Directors For For Management 6 Reduce Supermajority Vote Requirement Against For Shareholder -------------------------------------------------------------------------------- CSX CORPORATION Ticker: CSX Security ID: 126408103 Meeting Date: MAY 5, 2010 Meeting Type: Annual Record Date: MAR 5, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director D. M. Alvarado For For Management 1.2 Elect Director A. Behring For For Management 1.3 Elect Director Sen. J. B. Breaux For For Management 1.4 Elect Director S. T. Halverson For For Management 1.5 Elect Director E. J. Kelly, III For For Management 1.6 Elect Director G. H. Lamphere For For Management 1.7 Elect Director J. D. McPherson For For Management 1.8 Elect Director T. T. O'Toole For For Management 1.9 Elect Director D. M. Ratcliffe For For Management 1.10 Elect Director D. J. Shepard For For Management 1.11 Elect Director M. J. Ward For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- EXXON MOBIL CORPORATION Ticker: XOM Security ID: 30231G102 Meeting Date: MAY 26, 2010 Meeting Type: Annual Record Date: APR 6, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director M.J. Boskin For For Management 1.2 Elect Director P. Brabeck-Letmathe For For Management 1.3 Elect Director L.R. Faulkner For For Management 1.4 Elect Director J.S. Fishman For For Management 1.5 Elect Director K.C. Frazier For For Management 1.6 Elect Director W.W. George For For Management 1.7 Elect Director M.C. Nelson For For Management 1.8 Elect Director S.J. Palmisano For For Management 1.9 Elect Director S.C. Reinemund For For Management 1.10 Elect Director R.W. Tillerson For For Management 1.11 Elect Director E.E. Whitacre, Jr. For For Management 2 Ratify Auditors For For Management 3 Amend Articles/Bylaws/Charter -- Call Against Against Shareholder Special Meetings 4 Reincorporate in Another State [from Against Against Shareholder New Jersey to North Dakota] 5 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 6 Amend EEO Policy to Prohibit Against Against Shareholder Discrimination based on Sexual Orientation and Gender Identity 7 Adopt Policy on Human Right to Water Against Against Shareholder 8 Adopt Policy to Address Coastal Against Abstain Shareholder Louisiana Environmental Impacts 9 Report on Environmental Impact of Oil Against For Shareholder Sands Operations in Canada 10 Report on Environmental Impacts of Against Abstain Shareholder Natural Gas Fracturing 11 Report on Energy Technologies Against Against Shareholder Development 12 Adopt Quantitative GHG Goals from Against Against Shareholder Products and Operations 13 Report on Risks of Alternative Against Against Shareholder Long-term Fossil Fuel Demand Estimates -------------------------------------------------------------------------------- FLUOR CORPORATION Ticker: FLR Security ID: 343412102 Meeting Date: MAY 6, 2010 Meeting Type: Annual Record Date: MAR 10, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director James T. Hackett For For Management 2 Elect Director Kent Kresa For For Management 3 Elect Director Nader H. Sultan For For Management 4 Ratify Auditors For For Management 5 Require Independent Board Chairman Against For Shareholder -------------------------------------------------------------------------------- GAP, INC., THE Ticker: GPS Security ID: 364760108 Meeting Date: MAY 18, 2010 Meeting Type: Annual Record Date: MAR 22, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Adrian D.P. Bellamy For For Management 1.2 Elect Director Domenico De Sole For For Management 1.3 Elect Director Robert J. Fisher For For Management 1.4 Elect Director William S. Fisher For For Management 1.5 Elect Director Bob L. Martin For For Management 1.6 Elect Director Jorge P. Montoya For For Management 1.7 Elect Director Glenn K. Murphy For For Management 1.8 Elect Director James M. Schneider For For Management 1.9 Elect Director Mayo A. Shattuck III For For Management 1.10 Elect Director Kneeland C. Youngblood For For Management 2 Ratify Auditors For For Management 3 Amend Executive Incentive Bonus Plan For For Management -------------------------------------------------------------------------------- GENERAL ELECTRIC COMPANY Ticker: GE Security ID: 369604103 Meeting Date: APR 28, 2010 Meeting Type: Annual Record Date: MAR 1, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director W. Geoffrey Beattie For For Management 2 Elect Director James I. Cash, Jr. For For Management 3 Elect Director William M. Castell For For Management 4 Elect Director Ann M. Fudge For For Management 5 Elect Director Susan Hockfield For For Management 6 Elect Director Jeffrey R. Immelt For For Management 7 Elect Director Andrea Jung For For Management 8 Elect Director Alan G. (A.G.) Lafley For For Management 9 Elect Director Robert W. Lane For For Management 10 Elect Director Ralph S. Larsen For For Management 11 Elect Director Rochelle B. Lazarus For For Management 12 Elect Director James J. Mulva For For Management 13 Elect Director Sam Nunn For For Management 14 Elect Director Roger S. Penske For For Management 15 Elect Director Robert J. Swieringa For For Management 16 Elect Director Douglas A. Warner III For For Management 17 Ratify Auditors For For Management 18 Provide for Cumulative Voting Against Against Shareholder 19 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 20 Require Independent Board Chairman Against For Shareholder 21 Report on Pay Disparity Against Against Shareholder 22 Adopt Policy Prohibiting Certain Against Against Shareholder Directors from Serving on Key Board Committees 23 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation -------------------------------------------------------------------------------- GOLDMAN SACHS GROUP, INC., THE Ticker: GS Security ID: 38141G104 Meeting Date: MAY 7, 2010 Meeting Type: Annual Record Date: MAR 8, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lloyd C. Blankfein For For Management 1.2 Elect Director John H. Bryan For For Management 1.3 Elect Director Gary D. Cohn For For Management 1.4 Elect Director Claes Dahlback For For Management 1.5 Elect Director Stephen Friedman For Withhold Management 1.6 Elect Director William W. George For For Management 1.7 Elect Director James A. Johnson For Withhold Management 1.8 Elect Director Lois D. Juliber For For Management 1.9 Elect Director Lakshmi N. Mittal For For Management 1.10 Elect Director James J. Schiro For For Management 1.11 Elect Director H. Lee Scott, Jr. For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Reduce Supermajority Vote Requirement For For Management 5 Provide Right to Call Special Meeting For For Management 6 Provide for Cumulative Voting Against Against Shareholder 7 Report on Collateral in Derivatives Against Against Shareholder Trading 8 Require Independent Board Chairman Against For Shareholder 9 Report on Political Contributions Against For Shareholder 10 Report on Global Warming Science Against Against Shareholder 11 Report on Pay Disparity Against Against Shareholder 12 Stock Retention/Holding Period Against Against Shareholder -------------------------------------------------------------------------------- GOOGLE INC. Ticker: GOOG Security ID: 38259P508 Meeting Date: MAY 13, 2010 Meeting Type: Annual Record Date: MAR 15, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Eric Schmidt For For Management 1.2 Elect Director Sergey Brin For For Management 1.3 Elect Director Larry Page For For Management 1.4 Elect Director L. John Doerr For For Management 1.5 Elect Director John L. Hennessy For For Management 1.6 Elect Director Ann Mather For For Management 1.7 Elect Director Paul S. Otellini For For Management 1.8 Elect Director K. Ram Shriram For For Management 1.9 Elect Director Shirley M. Tilghman For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For Against Management 4 Prepare Sustainability Report Against For Shareholder 5 Adopt Principles for Online Advertising Against Against Shareholder 6 Amend Human Rights Policies Regarding Against Against Shareholder Chinese Operations -------------------------------------------------------------------------------- HEWLETT-PACKARD COMPANY Ticker: HPQ Security ID: 428236103 Meeting Date: MAR 17, 2010 Meeting Type: Annual Record Date: JAN 19, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Marc L. Andreessen For For Management 1.2 Elect Director Lawrence T. Babbio, Jr. For For Management 1.3 Elect Director Sari M. Baldauf For For Management 1.4 Elect Director Rajiv L. Gupta For For Management 1.5 Elect Director John H. Hammergren For For Management 1.6 Elect Director Mark V. Hurd For For Management 1.7 Elect Director Joel Z. Hyatt For For Management 1.8 Elect Director John R. Joyce For For Management 1.9 Elect Director Robert L. Ryan For Abstain Management 1.10 Elect Director Lucille S. Salhany For For Management 1.11 Elect Director G. Kennedy Thompson For Against Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Company Request on Advisory Vote on For For Management Executive Compensation -------------------------------------------------------------------------------- INTEL CORPORATION Ticker: INTC Security ID: 458140100 Meeting Date: MAY 19, 2010 Meeting Type: Annual Record Date: MAR 22, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Charlene Barshefsky For For Management 2 Elect Director Susan L. Decker For For Management 3 Elect Director John J. Donahoe For For Management 4 Elect Director Reed E. Hundt For For Management 5 Elect Director Paul S. Otellini For For Management 6 Elect Director James D. Plummer For For Management 7 Elect Director David S. Pottruck For For Management 8 Elect Director Jane E. Shaw For For Management 9 Elect Director Frank D. Yeary For For Management 10 Elect Director David B. Yoffie For For Management 11 Ratify Auditors For For Management 12 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation -------------------------------------------------------------------------------- INTERNATIONAL BUSINESS MACHINES CORPORATION Ticker: IBM Security ID: 459200101 Meeting Date: APR 27, 2010 Meeting Type: Annual Record Date: FEB 26, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director A. J. P. Belda For Against Management 2 Elect Director C. Black For For Management 3 Elect Director W. R. Brody For For Management 4 Elect Director K. I. Chenault For For Management 5 Elect Director M. L. Eskew For Abstain Management 6 Elect Director S. A. Jackson For For Management 7 Elect Director A. N. Liveris For For Management 8 Elect Director W. J. McNerney, Jr. For For Management 9 Elect Director T. Nishimuro For For Management 10 Elect Director J. W. Owens For For Management 11 Elect Director S. J. Palmisano For For Management 12 Elect Director J. E. Spero For For Management 13 Elect Director S. Taurel For For Management 14 Elect Director L. H. Zambrano For For Management 15 Ratify Auditors For For Management 16 Adopt Policy on Bonus Banking Against Against Shareholder 17 Provide for Cumulative Voting Against Against Shareholder 18 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 19 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation -------------------------------------------------------------------------------- INTERNATIONAL PAPER COMPANY Ticker: IP Security ID: 460146103 Meeting Date: MAY 10, 2010 Meeting Type: Annual Record Date: MAR 15, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Directors David J. Bronczek For For Management 1.2 Elect Directors Lynn Laverty Elsenhans For For Management 1.3 Elect Directors John V. Faraci For For Management 1.4 Elect Directors Stacey J. Mobley For For Management 1.5 Elect Directors John L. Townsend, III For For Management 1.6 Elect Directors William G. Walter For For Management 1.7 Elect Directors J. Steven Whisler For For Management 2 Ratify Auditors For For Management 3 Provide Right to Call Special Meeting For For Management -------------------------------------------------------------------------------- JOHNSON & JOHNSON Ticker: JNJ Security ID: 478160104 Meeting Date: APR 22, 2010 Meeting Type: Annual Record Date: FEB 23, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Mary Sue Coleman For For Management 2 Elect Director James G. Culien For For Management 3 Elect Director Michael M. E. Johns For For Management 4 Elect Director Susan L. Lindquist For For Management 5 Elect Director Anne M. Mulcahy For Against Management 6 Elect Director Lea F. Mullin For For Management 7 Elect Director William D. Perez For For Management 8 Elect Director Charles Prince For Against Management 9 Elect Director David Satcher For For Management 10 Elect Director William C. Welcon For For Management 11 Ratify Auditors For For Management 12 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 13 Amend Articles/Bylaws/Charter -- Call Against Against Shareholder Special Meetings -------------------------------------------------------------------------------- JPMORGAN CHASE & CO. Ticker: JPM Security ID: 46625H100 Meeting Date: MAY 18, 2010 Meeting Type: Annual Record Date: MAR 19, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Crandall C. Bowles For For Management 1.2 Elect Director Stephen B. Burke For For Management 1.3 Elect Director David M. Cote For For Management 1.4 Elect Director James S. Crown For For Management 1.5 Elect Director James Dimon For For Management 1.6 Elect Director Ellen V. Futter For Against Management 1.7 Elect Director William H. Gray, III For For Management 1.8 Elect Director Laban P. Jackson, Jr. For For Management 1.9 Elect Director David C. Novak For For Management 1.10 Elect Director Lee R. Raymond For For Management 1.11 Elect Director William C. Weldon For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Affirm Political Non-Partisanship Against Against Shareholder 5 Amend Bylaws-- Call Special Meetings Against For Shareholder 6 Report on Collateral in Derivatives Against Against Shareholder Trading 7 Provide Right to Act by Written Consent Against Abstain Shareholder 8 Require Independent Board Chairman Against For Shareholder 9 Report on Pay Disparity Against Against Shareholder 10 Stock Retention/Holding Period Against Against Shareholder -------------------------------------------------------------------------------- KIMBERLY-CLARK CORPORATION Ticker: KMB Security ID: 494368103 Meeting Date: APR 29, 2010 Meeting Type: Annual Record Date: MAR 1, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director John R. Alm For For Management 2 Elect Director Dennis R. Beresford For For Management 3 Elect Director John F. Bergstrom For For Management 4 Elect Director Abelardo E. Bru For For Management 5 Elect Director Robert W. Decherd For For Management 6 Elect Director Thomas J. Falk For For Management 7 Elect Director Mae C. Jemison, M.D. For For Management 8 Elect Director James M. Jenness For For Management 9 Elect Director Ian C. Read For For Management 10 Elect Director Linda Johnson Rice For For Management 11 Elect Director Marc J. Shapiro For For Management 12 Elect Director G. Craig Sullivan For For Management 13 Ratification Of Auditors For For Management 14 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings -------------------------------------------------------------------------------- L-3 COMMUNICATIONS HOLDINGS, INC. Ticker: LLL Security ID: 502424104 Meeting Date: APR 27, 2010 Meeting Type: Annual Record Date: MAR 1, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Claude R. Canizares For For Management 1.2 Elect Director Thomas A. Corcoran For For Management 1.3 Elect Director Lewis Kramer For For Management 1.4 Elect Director Alan H. Washkowitz For Withhold Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- LUBRIZOL CORPORATION, THE Ticker: LZ Security ID: 549271104 Meeting Date: APR 27, 2010 Meeting Type: Annual Record Date: MAR 5, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edward P. Campbell For For Management 1.2 Elect Director James L. Hambrick For For Management 1.3 Elect Director Gordon D. Harnett For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- MARATHON OIL CORPORATION Ticker: MRO Security ID: 565849106 Meeting Date: APR 28, 2010 Meeting Type: Annual Record Date: MAR 1, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Gregory H. Boyce For For Management 2 Elect Director Clarence P. Cazalot, Jr. For For Management 3 Elect Director David A. Daberko For For Management 4 Elect Director William L. Davis For For Management 5 Elect Director Shirley Ann Jackson For For Management 6 Elect Director Philip Lader For For Management 7 Elect Director Charles R. Lee For For Management 8 Elect Director Michael E. J. Phelps For For Management 9 Elect Director Dennis H. Reilley For For Management 10 Elect Director Seth E. Schofield For For Management 11 Elect Director John W. Snow For For Management 12 Elect Director Thomas J. Usher For For Management 13 Ratify Auditors For For Management 14 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 15 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation -------------------------------------------------------------------------------- MATTEL, INC. Ticker: MAT Security ID: 577081102 Meeting Date: MAY 12, 2010 Meeting Type: Annual Record Date: MAR 19, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Dolan For For Management 1.2 Elect Director Robert A. Eckert For For Management 1.3 Elect Director Frances D. Fergusson For For Management 1.4 Elect Director Tully M. Friedman For For Management 1.5 Elect Director Dominic Ng For For Management 1.6 Elect Director Vasant M. Prabhu For For Management 1.7 Elect Director Andrea L. Rich For For Management 1.8 Elect Director Ronald L. Sargent For For Management 1.9 Elect Director Dean A. Scarborough For For Management 1.10 Elect Director Christopher A. Sinclair For For Management 1.11 Elect Director G. Craig Sullivan For For Management 1.12 Elect Director Kathy Brittain White For For Management 2 Approve Omnibus Stock Plan For Against Management 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- MERCK & CO., INC. Ticker: MRK Security ID: 589331107 Meeting Date: AUG 7, 2009 Meeting Type: Special Record Date: JUN 22, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Acquisition For For Management -------------------------------------------------------------------------------- MERCK & CO., INC. Ticker: MRK Security ID: 58933Y105 Meeting Date: MAY 25, 2010 Meeting Type: Annual Record Date: MAR 26, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Leslie A. Brun For For Management 2 Elect Director Thomas R. Cech For For Management 3 Elect Director Richard T. Clark For For Management 4 Elect Director Thomas H. Glocer For For Management 5 Elect Director Steven F. Goldstone For For Management 6 Elect Director William B. Harrison, Jr. For For Management 7 Elect Director Harry R. Jacobson For For Management 8 Elect Director William N. Kelley For For Management 9 Elect Director C. Robert Kidder For For Management 10 Elect Director Rochelle B. Lazarus For For Management 11 Elect Director Carlos E. Represas For For Management 12 Elect Director Patricia F. Russo For For Management 13 Elect Director Thomas E. Shenk For For Management 14 Elect Director Anne M. Tatlock For For Management 15 Elect Director Craig B. Thompson For For Management 16 Elect Director Wendell P. Weeks For For Management 17 Elect Director Peter C. Wendell For For Management 18 Ratify Auditors For For Management 19 Approve Omnibus Stock Plan For For Management 20 Approve Non-Employee Director Omnibus For Against Management Stock Plan -------------------------------------------------------------------------------- METLIFE, INC. Ticker: MET Security ID: 59156R108 Meeting Date: APR 27, 2010 Meeting Type: Annual Record Date: MAR 1, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director R. Glenn Hubbard, Ph.D For For Management 1.2 Elect Director Alfred F. Kelly, Jr. For For Management 1.3 Elect Director James M. Kilts For For Management 1.4 Elect Director David Satcher, M.D., For For Management Ph.D. 2 Ratify Auditors For For Management 3 Provide for Cumulative Voting Against Against Shareholder -------------------------------------------------------------------------------- MICROSOFT CORPORATION Ticker: MSFT Security ID: 594918104 Meeting Date: NOV 19, 2009 Meeting Type: Annual Record Date: SEP 4, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director William H. Gates, III For For Management 2 Elect Director Steven A. Ballmer For For Management 3 Elect Director Dina Dublon For For Management 4 Elect Director Raymond V. Gilmartin For For Management 5 Elect Director Reed Hastings For For Management 6 Elect Director Maria Klawe For For Management 7 Elect Director David F. Marquardt For For Management 8 Elect Director Charles H. Noski For For Management 9 Elect Director Helmut Panke For For Management 10 Ratify Auditors For For Management 11 Permit Right to Call Special Meeting For For Management 12 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 13 Adopt Principles for Health Care Reform Against Against Shareholder 14 Report on Charitable Contributions Against Against Shareholder -------------------------------------------------------------------------------- ORACLE CORP. Ticker: ORCL Security ID: 68389X105 Meeting Date: OCT 7, 2009 Meeting Type: Annual Record Date: AUG 10, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey S. Berg For Withhold Management 1.2 Elect Director H. Raymond Bingham For For 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 For Management 1.6 Elect Director George H. Conrades For For Management 1.7 Elect Director Lawrence J. Ellison For For Management 1.8 Elect Director Hector Garcia-Molina For Withhold Management 1.9 Elect Director Jeffrey O. Henley For For Management 1.10 Elect Director Donald L. Lucas For Withhold Management 1.11 Elect Director Charles E. Phillips, Jr. For For Management 1.12 Elect Director Naomi O. Seligman For Withhold Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management 4 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 5 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 6 Stock Retention/Holding Period Against For Shareholder -------------------------------------------------------------------------------- PFIZER INC. Ticker: PFE Security ID: 717081103 Meeting Date: APR 22, 2010 Meeting Type: Annual Record Date: FEB 23, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Dennis A. Ausiello For For Management 2 Elect Director Michael S. Brown For For Management 3 Elect Director M. Anthony Burns For Against Management 4 Elect Director Robert N. Burt For For Management 5 Elect Director W. Don Cornwell For For Management 6 Elect Director Frances D. Fergusson For For Management 7 Elect Director William H. Gray III For For Management 8 Elect Director Constance J. Horner For For Management 9 Elect Director James M. Kilts For For Management 10 Elect Director Jeffrey B. Kindler For For Management 11 Elect Director George A. Lorch For For Management 12 Elect Director John P. Mascotte For For Management 13 Elect Director Suzanne Nora Johnson For For Management 14 Elect Director Stephen W. Sanger For For Management 15 Elect Director William C. Steere, Jr. For Against Management 16 Ratify Auditors For For Management 17 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 18 Provide Right to Call Special Meeting For For Management 19 Prohibit Executive Stock-Based Awards Against Against Shareholder -------------------------------------------------------------------------------- PHILIP MORRIS INTERNATIONAL INC. Ticker: PM Security ID: 718172109 Meeting Date: MAY 12, 2010 Meeting Type: Annual Record Date: MAR 16, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Harold Brown For For Management 2 Elect Director Mathis Cabiallavetta For For Management 3 Elect Director Louis C. Camilleri For For Management 4 Elect Director J. Dudley Fishburn For For Management 5 Elect Director Jennifer Li For For Management 6 Elect Director Graham Mackay For For Management 7 Elect Director Sergio Marchionne For For Management 8 Elect Director Lucio A. Noto For For Management 9 Elect Director Carlos Slim Helu For For Management 10 Elect Director Stephen M. Wolf For For Management 11 Ratify Auditors For For Management 12 Report on Effect of Marketing Practices Against Against Shareholder on the Poor 13 Establish Supplier Human Rights Against Against Shareholder Purchasing Protocols -------------------------------------------------------------------------------- PITNEY BOWES INC. Ticker: PBI Security ID: 724479100 Meeting Date: MAY 10, 2010 Meeting Type: Annual Record Date: MAR 18, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Linda G. Alvarado For For Management 2 Elect Director Ernie Green For For Management 3 Elect Director John S. McFarlane For For Management 4 Elect Director Eduardo R. Menasce For For Management 5 Ratify Auditors For For Management 6 Declassify the Board of Directors For For Management 7 Reduce Supermajority Vote Requirement Against For Shareholder -------------------------------------------------------------------------------- PROCTER & GAMBLE COMPANY, THE Ticker: PG Security ID: 742718109 Meeting Date: OCT 13, 2009 Meeting Type: Annual Record Date: AUG 14, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Kenneth I. Chenault For For Management 2 Elect Director Scott D. Cook For Against Management 3 Elect Director Rajat K. Gupta For For Management 4 Elect Director A.G. Lafley For For Management 5 Elect Director Charles R. Lee For For Management 6 Elect Director Lynn M. Martin For For Management 7 Elect Director Robert A. McDonald For For Management 8 Elect Director W. James McNerney, Jr. For For Management 9 Elect Director Johnathan A. Rodgers For For Management 10 Elect Director Ralph Snyderman For For Management 11 Elect Director Mary Agnes Wilderotter For For Management 12 Elect Director Patricia A. Woertz For For Management 13 Elect Director Ernesto Zedillo For For Management 14 Ratify Auditors For For Management 15 Amend Code of Regulations For For Management 16 Approve Omnibus Stock Plan For For Management 17 Provide for Cumulative Voting Against Against Shareholder 18 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation -------------------------------------------------------------------------------- PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED Ticker: PEG Security ID: 744573106 Meeting Date: APR 20, 2010 Meeting Type: Annual Record Date: FEB 19, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Albert R. Gamper, Jr. For For Management 2 Elect Director Conrad K. Harper For For Management 3 Elect Director William V. Hickey For For Management 4 Elect Director Ralph Izzo For For Management 5 Elect Director Shirley Ann Jackson For For Management 6 Elect Director David Lilley For For Management 7 Elect Director Thomas A. Renyi For For Management 8 Elect Director Hak Cheol Shin For For Management 9 Elect Director Richard J. Swift For For Management 10 Ratify Auditors For For Management -------------------------------------------------------------------------------- RAYTHEON COMPANY Ticker: RTN Security ID: 755111507 Meeting Date: MAY 27, 2010 Meeting Type: Annual Record Date: APR 2, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Vernon E. Clark For For Management 2 Elect Director John M. Deutch For For Management 3 Elect Director Stephen J. Hadley For For Management 4 Elect Director Frederic M. Poses For For Management 5 Elect Director Michael C. Ruettgers For For Management 6 Elect Director Ronald L. Skates For For Management 7 Elect Director William R. Spivey For For Management 8 Elect Director Linda G. Stuntz For For Management 9 Elect Director William H. Swanson For For Management 10 Ratify Auditors For For Management 11 Provide Right to Call Special Meeting For For Management 12 Approve Omnibus Stock Plan For For Management 13 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 14 Submit SERP to Shareholder Vote Against Against Shareholder 15 Provide Right to Act by Written Consent Against Abstain Shareholder -------------------------------------------------------------------------------- ROSS STORES, INC. Ticker: ROST Security ID: 778296103 Meeting Date: MAY 19, 2010 Meeting Type: Annual Record Date: MAR 26, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Bush For For Management 1.2 Elect Director Norman A. Ferber For For Management 1.3 Elect Director Gregory L. Quesnel For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- ROYAL CARIBBEAN CRUISES LTD. Ticker: RCL Security ID: V7780T103 Meeting Date: MAY 20, 2010 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1.1 Reelect William L. Kimsey as Director For For Management 1.2 Reelect Gert W. Munthe as Director For For Management 1.3 Reelect Thomas J. Pritzker as Director For For Management 1.4 Reelect Bernt Reitan as Director For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Approve Executives and Directors to Against For Shareholder Hold Equity Based Compensation for a Period Beyond Their Tenure -------------------------------------------------------------------------------- SEMPRA ENERGY Ticker: SRE Security ID: 816851109 Meeting Date: MAY 12, 2010 Meeting Type: Annual Record Date: MAR 15, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director James G. Brocksmith Jr. For For Management 2 Elect Director Donald E. Felsinger For For Management 3 Elect Director Wilford D. Godbold Jr. For For Management 4 Elect Director William D. Jones For For Management 5 Elect Director William G. Ouchi For For Management 6 Elect Director Carlos Ruiz For For Management 7 Elect Director William C. Rusnack For For Management 8 Elect Director William P. Rutledge For For Management 9 Elect Director Lynn Schenk For For Management 10 Elect Director Neal E. Schmale For For Management 11 Ratify Auditors For For Management 12 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation -------------------------------------------------------------------------------- SHERWIN-WILLIAMS COMPANY, THE Ticker: SHW Security ID: 824348106 Meeting Date: APR 20, 2010 Meeting Type: Annual Record Date: FEB 26, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Fix Number of Directors at 11 and Elect For For Management Director Arthur F. Anton 1.2 Elect Director James C. Boland For For Management 1.3 Elect Director Christopher M. Connor For For Management 1.4 Elect Director David F. Hodnik For For Management 1.5 Elect Director Thomas G. Kadien For For Management 1.6 Elect Director Susan J. Kropf For For Management 1.7 Elect Director Gary E. McCullough For For Management 1.8 Elect Director A. Malachi Mixon, III For For Management 1.9 Elect Director Curtis E. Moll For For Management 1.10 Elect Director Richard K. Smucker For For Management 1.11 Elect Director John M. Stropki, Jr. For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Require a Majority Vote for the Against For Shareholder Election of Directors -------------------------------------------------------------------------------- TRANSOCEAN LTD. Ticker: RIG Security ID: H8817H100 Meeting Date: MAY 14, 2010 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Discharge of Board and Senior For Abstain Management Management 3 Approve Allocation of Income and For For Management Omission of Dividends 4 Change Location of Registered Office to For For Management Steinhausen, Switzerland 5 Approve Creation of CHF 2.5 Billion For Against Management Pool of Capital without Preemptive Rights 6 Approve Reduction in Share Capita and For For Management Repayment of $3.11 per Sharel 7 Amend Articles Re: Share Certificates For For Management due to New Swiss Federal Act on Intermediated Securities 8a Elect Steven Newman as Director For For Management 8b Reelect Thomas Carson as Director For For Management 8c Reelect Robert Sprague as Director For For Management 8d Reelect J. Michael Talbert as Director For For Management 8e Reelect John Whitmire as Director For For Management 9 Appointment Of Ernst & Young LLP as For For Management Independent Registered Public Accounting Firm for Fiscal Year 2010 10 Transact Other Business (Voting) For Against Management -------------------------------------------------------------------------------- TRAVELERS COMPANIES, INC., THE Ticker: TRV Security ID: 89417E109 Meeting Date: MAY 4, 2010 Meeting Type: Annual Record Date: MAR 5, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan L. Beller For For Management 1.2 Elect Director John H. Dasburg For For Management 1.3 Elect Director Janet M. Dolan For For Management 1.4 Elect Director Kenneth M. Duberstein For Withhold Management 1.5 Elect Director Jay S. Fishman For For Management 1.6 Elect Director Lawrence G. Graev For For Management 1.7 Elect Director Patricia L. Higgins For For Management 1.8 Elect Director Thomas R. Hodgson For For Management 1.9 Elect Director Cleve L. Killingsworth, For For Management Jr. 1.10 Elect Director Blythe J. McGarvie For For Management 1.11 Elect Director Donald J. Shepard For For Management 1.12 Elect Director Laurie J. Thomsen For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- UNITED TECHNOLOGIES CORPORATION Ticker: UTX Security ID: 913017109 Meeting Date: APR 14, 2010 Meeting Type: Annual Record Date: FEB 16, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Louis R. Chenevert For For Management 1.2 Elect Director John V. Faraci For For Management 1.3 Elect Director Jean-Pierre Garnier, For For Management Ph.D. 1.4 Elect Director Jamie S. Gorelick For For Management 1.5 Elect Director Carlos M. Gutierrez For For Management 1.6 Elect Director Edward A. Kangas For For Management 1.7 Elect Director Charles R. Lee For For Management 1.8 Elect Director Richard D. McCormick For For Management 1.9 Elect Director Harold McGraw, III For For Management 1.10 Elect Director Richard B. Myers For For Management 1.11 Elect Director H. Patrick Swygert For Withhold Management 1.12 Elect Director Andre Villeneuve For For Management 1.13 Elect Director Christine Todd Whitman For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation -------------------------------------------------------------------------------- UNITEDHEALTH GROUP INCORPORATED Ticker: UNH Security ID: 91324P102 Meeting Date: MAY 24, 2010 Meeting Type: Annual Record Date: MAR 26, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director William C. Ballard, Jr. For For Management 2 Elect Director Richard T. Burke For For Management 3 Elect Director Robert J. Darretta For For Management 4 Elect Director Stephen J. Hemsley For For Management 5 Elect Director Michele J. Hooper For For Management 6 Elect Director Douglas W. Leatherdale For For Management 7 Elect Director Glenn M. Renwick For For Management 8 Elect Director Kenneth I. Shine For For Management 9 Elect Director Gail R. Wilensky For For Management 10 Ratify Auditors For For Management 11 Report on Lobbying Expenses Against Against Shareholder 12 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation -------------------------------------------------------------------------------- VF CORPORATION Ticker: VFC Security ID: 918204108 Meeting Date: APR 27, 2010 Meeting Type: Annual Record Date: MAR 9, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard T. Carucci For For Management 1.2 Elect Director Juliana L. Chugg For For Management 1.3 Elect Director George Fellows For For Management 1.4 Elect Director Clarence Otis, Jr. For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- WATSON PHARMACEUTICALS, INC. Ticker: WPI Security ID: 942683103 Meeting Date: MAY 7, 2010 Meeting Type: Annual Record Date: MAR 22, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Paul M. Bisaro For For Management 1.2 Elect Director Christopher W. Bodine For For Management 1.3 Elect Director Michel J. Feldman For For Management 1.4 Elect Director Fred G. Weiss For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- WELLPOINT, INC. Ticker: WLP Security ID: 94973V107 Meeting Date: MAY 18, 2010 Meeting Type: Annual Record Date: MAR 17, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Sheila P. Burke For For Management 2 Elect Director George A. Schaefer, Jr. For For Management 3 Elect Director Jackie M. Ward For Against Management 4 Ratify Auditors For For Management 5 Report on Conversion to Non-Profit Against Against Shareholder Status 6 Report on Lobbying Expenses Against Against Shareholder 7 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 8 Reincorporate in Another State [from Against For Shareholder Indiana to Delaware] -------------------------------------------------------------------------------- WELLS FARGO & COMPANY Ticker: WFC Security ID: 949746101 Meeting Date: APR 27, 2010 Meeting Type: Annual Record Date: FEB 26, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Election Director John D. Baker II For Against Management 2 Election Director John S. Chen For For Management 3 Election Director Lloyd H. Dean For For Management 4 Election Director Susan E. Engel For For Management 5 Election Director Enrique Hernandez, For For Management Jr. 6 Election Director Donald M. James For Against Management 7 Election Director Richard D. McCormick For For Management 8 Election Director Mackey J. McDonald For For Management 9 Election Director Cynthia H. Milligan For For Management 10 Elect Director Nicholas G. Moore For For Management 11 Elect Director Philip J. Quigley For Against Management 12 Elect Director Judith M. Runstad For For Management 13 Elect Director Stephen W. Sanger For For Management 14 Elect Director Robert K. Steel For For Management 15 Elect Director John G. Stumpf For For Management 16 Elect Director an G. Swenson For For Management 17 Advisory Vote to Ratify Named Executive For Against Management Officers' Compensation 18 Increase Authorized Common Stock For For Management 19 Ratify Auditors For For Management 20 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 21 Require Independent Board Chairman Against For Shareholder 22 Report on Charitable Contributions Against Against Shareholder 23 Report on Political Contributions Against For Shareholder -------------------------------------------------------------------------------- WHIRLPOOL CORPORATION Ticker: WHR Security ID: 963320106 Meeting Date: APR 20, 2010 Meeting Type: Annual Record Date: FEB 22, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael F. Johnston For For Management 1.2 Elect Director William T. Kerr For For Management 1.3 Elect Director William D. Perez For For Management 1.4 Elect Director Janice D. Stoney For For Management 1.5 Elect Director Michael D. White For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- WYETH Ticker: WYE Security ID: 983024100 Meeting Date: JUL 20, 2009 Meeting Type: Annual Record Date: JUN 5, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For For Management 3.1 Elect Director Robert M. Amen For For Management 3.2 Elect Director Michael J. Critelli For For Management 3.3 Elect Director Frances D. Fergusson For For Management 3.4 Elect Director Victor F. Ganzi For For Management 3.5 Elect Director Robert Langer For For Management 3.6 Elect Director John P. Mascotte For For Management 3.7 Elect Director Raymond J. McGuire For For Management 3.8 Elect Director Mary Lake Polan For For Management 3.9 Elect Director Bernard Poussot For For Management 3.10 Elect Director Gary L. Rogers For For Management 3.11 Elect Director John R. Torell III For For Management 4 Ratify Auditors For For Management 5 Report on Political Contributions Against Against Shareholder 6 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings ========== END NPX REPORT SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant): Morgan Stanley Dividend Growth Securities Inc. By (Signature and Title)* /s/ Randy Takian ------------------------------------------ Randy Takian President and Principal Executive Officer Date August 25, 2010 * Print the name and title of each signing officer under his or her signature.