N-PX 1 b82096a1nvpx.txt CAPITAL APPRECIATION VARIABLE ACCOUNT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-3561 CAPITAL APPRECIATION VARIABLE ACCOUNT (Exact name of registrant as specified in charter) 500 Boylston Street, Boston, Massachusetts 02116 (Address of principal executive offices) (Zip code) Susan S. Newton Massachusetts Financial Services Company 500 Boylston Street Boston, Massachusetts 02116 (Name and address of agents for service) Registrant's telephone number, including area code: (617) 954-5000 Date of fiscal year end: December 31 Date of reporting period: July 1, 2009 - June 30, 2010 ITEM 1. PROXY VOTING RECORD. ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-03561 Reporting Period: 07/01/2009 - 06/30/2010 Capital Appreciation Variable Account ==================== Capital Appreciation Variable Account ===================== 3M COMPANY Ticker: MMM Security ID: 88579Y101 Meeting Date: MAY 11, 2010 Meeting Type: Annual Record Date: MAR 12, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Linda G. Alvarado For For Management 2 Elect Director George W. Buckley For For Management 3 Elect Director Vance D. Coffman For For Management 4 Elect Director Michael L. Eskew For For Management 5 Elect Director W. James Farrell For For Management 6 Elect Director Herbert L. Henkel For For Management 7 Elect Director Edward M. Liddy For For Management 8 Elect Director Robert S. Morrison For For Management 9 Elect Director Aulana L. Peters For For Management 10 Elect Director Robert J. Ulrich For For Management 11 Ratify Auditors For For Management 12 Amend Omnibus Stock Plan For Against Management 13 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings -------------------------------------------------------------------------------- ABBOTT LABORATORIES Ticker: ABT Security ID: 002824100 Meeting Date: APR 23, 2010 Meeting Type: Annual Record Date: FEB 24, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director R.J. Alpern For For Management 1.2 Elect Director R.S. Austin For For Management 1.3 Elect Director W.M. Daley For Withhold Management 1.4 Elect Director W.J. Farrell For Withhold Management 1.5 Elect Director H.L. Fuller For Withhold Management 1.6 Elect Director W.A. Osborn For Withhold Management 1.7 Elect Director D.A.L. Owen For For Management 1.8 Elect Director R.S. Roberts For For Management 1.9 Elect Director S.C. Scott, III For For Management 1.10 Elect Director W.D. Smithburg For Withhold Management 1.11 Elect Director G.F. Tilton For For Management 1.12 Elect Director M.D. White For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 4 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings -------------------------------------------------------------------------------- ACCENTURE PLC Ticker: ACN Security ID: G1150G111 Meeting Date: AUG 5, 2009 Meeting Type: Special Record Date: JUN 19, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Reincorporation from Bermuda to For For Management Ireland through Scheme of Arrangement 2 Adjourn Meeting For For Management 1 Approve Reincorporation from Bermuda to For For Management Ireland through Scheme of Arrangement 2 Adjourn Meeting For For Management 1 Approve the Creation of Distributable For For Management Reserves for Accenture plc 2 Adjourn Meeting For For Management -------------------------------------------------------------------------------- ACCENTURE PLC Ticker: ACN Security ID: G1151C101 Meeting Date: FEB 4, 2010 Meeting Type: Annual Record Date: DEC 14, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Reelect William L. Kimsey as a Director For For Management 1.2 Reelect Robert I. Lipp as a Director For For Management 1.3 Reelect Wulf von Schimmelmann as a For For Management Director 2 Approve KPMG as Auditors and Authorize For For Management Board to Fix Their Remuneration 3 Approve 2010 Share Incentive Plan For For Management 4 Approve 2010 Employee Share Purchase For For Management Plan 5 Change Location of Annual Meeting For For Management 6 Authorize Open-Market Purchases of For For Management Class A Ordinary Shares 7 Authorize Board to Determine Price For For Management Range for the Issuance of Acquired Treasury Stock -------------------------------------------------------------------------------- ALLERGAN, INC. Ticker: AGN Security ID: 018490102 Meeting Date: APR 29, 2010 Meeting Type: Annual Record Date: MAR 4, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Michael R. Gallagher For For Management 2 Elect Director Gavin S. Herbert For For Management 3 Elect Director Dawn Hudson For For Management 4 Elect Director Stephen J. Ryan, MD For For Management 5 Ratify Auditors For For Management 6 Reduce Supermajority Vote Requirement For For Management Relating to the Removal of Directors 7 Reduce Supermajority Vote Requirement For For Management Relating to Business Combinations 8 Reduce Supermajority Vote Requirement For For Management Relating to Amendments to Certificate of Incorporation 9 Amend Articles of Incorporation to For For Management Update and Simplify Provisions -------------------------------------------------------------------------------- AMDOCS LIMITED Ticker: DOX Security ID: G02602103 Meeting Date: JAN 21, 2010 Meeting Type: Annual Record Date: NOV 23, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Bruce K. Anderson as a Director For For Management 1.2 Elect Adrian Gardner as a Director For For Management 1.3 Elect Charles E. Foster as a Director For For Management 1.4 Elect James S. Kahan as a Director For For Management 1.5 Elect Zohar Zisapel as a Director For For Management 1.6 Elect Dov Baharav as a Director For For Management 1.7 Elect Julian A. Brodsky as a Director For For Management 1.8 Elect Eli Gelman as a Director For For Management 1.9 Elect Nehemia Lemelbaum as a Director For For Management 1.10 Elect John T. McLennan as a Director For For Management 1.11 Elect Robert A. Minicucci as a Director For For Management 1.12 Elect Simon Olswang as a Director For For Management 1.13 Elect Giora Yaron as a Director For For Management 2 Accept Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Ernst & Young LLP as Auditors For For Management and Authorize Board to Fix Their Remuneration -------------------------------------------------------------------------------- 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 Against 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 -------------------------------------------------------------------------------- AUTOMATIC DATA PROCESSING, INC. Ticker: ADP Security ID: 053015103 Meeting Date: NOV 10, 2009 Meeting Type: Annual Record Date: SEP 11, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gregory D. Brenneman For For Management 1.2 Elect Director Leslie A. Brun For For Management 1.3 Elect Director Gary C. Butler For For Management 1.4 Elect Director Leon G. Cooperman For For Management 1.5 Elect Director Eric C. Fast For For Management 1.6 Elect Director Linda R. Gooden For For Management 1.7 Elect Director R. Glenn Hubbard For For Management 1.8 Elect Director John P. Jones For For Management 1.9 Elect Director Charles H. Noski For For Management 1.10 Elect Director Sharon T. Rowlands For For Management 1.11 Elect Director Gregory L. Summe For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- BANK OF NEW YORK MELLON CORPORATION, THE Ticker: BK Security ID: 064058100 Meeting Date: APR 13, 2010 Meeting Type: Annual Record Date: FEB 12, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ruth E. Bruch For For Management 1.2 Elect Director Nicholas M. Donofrio For For Management 1.3 Elect Director Gerald L. Hassell For For Management 1.4 Elect Director Edmund F. Kelly For For Management 1.5 Elect Director Robert P. Kelly For For Management 1.6 Elect Director Richard J. Kogan For For Management 1.7 Elect Director Michael J. Kowalski For For Management 1.8 Elect Director John A. Luke, Jr. For For Management 1.9 Elect Director Robert Mehrabian For For Management 1.10 Elect Director Mark A. Nordenberg For For Management 1.11 Elect Director Catherine A. Rein For For Management 1.12 Elect Director William C. Richardson For For Management 1.13 Elect Director Samuel C. Scott III For For Management 1.14 Elect Director John P. Surma For For Management 1.15 Elect Director Wesley W. von Schack For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Ratify Auditors For For Management 4 Provide for Cumulative Voting Against Against Shareholder 5 Stock Retention/Holding Period Against Against Shareholder 6 Submit Severance Agreement Against For Shareholder (Change-in-Control) to Shareholder Vote -------------------------------------------------------------------------------- BECTON, DICKINSON AND COMPANY Ticker: BDX Security ID: 075887109 Meeting Date: FEB 2, 2010 Meeting Type: Annual Record Date: DEC 11, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Henry P. Becton, Jr. For For Management 1.2 Elect Director Edward F. Degraan For For Management 1.3 Elect Director Claire M. Fraser-liggett For For Management 1.4 Elect Director Edward J. Ludwig For For Management 1.5 Elect Director Adel A.F. Mahmoud For For Management 1.6 Elect Director James F. Orr For For Management 1.7 Elect Director Willard J. Overlock, Jr. For For Management 1.8 Elect Director Bertram L. Scott For For Management 2 Ratify Auditors For For Management 3 Company-Specific--Approval Of A By-law For For Management Amendment Regarding Special Shareholdermeetings 4 Amend Omnibus Stock Plan For For Management 5 Approve Executive Incentive Bonus Plan For For Management 6 Require a Majority Vote for the Against Against Shareholder Election of Directors 7 Provide for Cumulative Voting Against Against Shareholder -------------------------------------------------------------------------------- BHP BILLITON LIMITED (FORMERLY BHP LTD.) Ticker: BHP Security ID: 088606108 Meeting Date: NOV 26, 2009 Meeting Type: Annual Record Date: SEP 17, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports for BHP Billiton Ltd and BHP Billiton Plc for the Fiscal Year Ended June 30, 2009 2 Elect Carlos Codeiro as a Director of For For Management BHP Billiton Ltd and BHP Billiton Plc 3 Elect David Crawford as a Director of For For Management BHP Billiton Ltd and BHP Billiton Plc 4 Elect Gail de Planque as a Director of For For Management BHP Billiton Ltd and BHP Billiton Plc 5 Elect Marius Kloppers as a Director of For For Management BHP Billiton Ltd and BHP Billiton Plc 6 Elect Don Argus as a Director of BHP For For Management Billiton Ltd and BHP Billiton Plc 7 Elect Wayne Murdy as a Director of BHP For For Management Billiton Ltd and BHP Billiton Plc 8 Approve KPMG Audit Plc as Auditors of For For Management BHP Billiton Plc 9 Approve Renewal of General Authority to For For Management Issue of Up to 555.97 Million Shares in BHP Billiton Plc in Connection with Its Employee Share and Incentive Schemes 10 Renew the Disapplication of Pre-Emption For For Management Rights in BHP Billiton Plc 11 Authorize Repurchase of Up To 223.11 For For Management Million Shares in BHP Billiton Plc 12.1 Approve Cancellation of Shares in BHP For For Management Billiton Plc Held by BHP Billiton Ltd on April 30, 2010 12.2 Approve Cancellation of Shares in BHP For For Management Billiton Plc Held by BHP Billiton Ltd on June 17, 2010 12.3 Approve Cancellation of Shares in BHP For For Management Billiton Plc Held by BHP Billiton Ltd on Sept. 15, 2010 12.4 Approve Cancellation of Shares in BHP For For Management Billiton Plc Held by BHP Billiton Ltd on Nov. 11, 2010 13 Approve Remuneration Report for the For For Management Fiscal Year Ended June 30, 2009 14 Approve Grant of Approximately 55,932 For For Management Deferred Shares, 223,739 Options, and 424,612 Performance Shares to Marius Kloppers, CEO, Pursuant to the Group Incentive Scheme and the Long Term Incentive Plan -------------------------------------------------------------------------------- CHARLES SCHWAB CORPORATION, THE Ticker: SCHW Security ID: 808513105 Meeting Date: MAY 13, 2010 Meeting Type: Annual Record Date: MAR 15, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Arun Sarin For For Management 1.2 Elect Director Paula A. Sneed For For Management 2 Ratify Auditors For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Report on Political Contributions Against For Shareholder 5 Adopt a Policy in which the Company Against Against Shareholder will not Make or Promise to Make Any Death Benefit Payments to Senior Executives -------------------------------------------------------------------------------- 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 Against 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 -------------------------------------------------------------------------------- CHURCH & DWIGHT CO., INC. Ticker: CHD Security ID: 171340102 Meeting Date: MAY 6, 2010 Meeting Type: Annual Record Date: MAR 8, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bradley C. Irwin For For Management 1.2 Elect Director Jeffrey A. Levick For For Management 1.3 Elect Director Arthur B. Winkleblack For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R102 Meeting Date: NOV 12, 2009 Meeting Type: Annual Record Date: SEP 14, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Carol A. Bartz For For Management 2 Elect Director M. Michele Burns For For Management 3 Elect Director Michael D. Capellas For For Management 4 Elect Director Larry R. Carter For For Management 5 Elect Director John T. Chambers For For Management 6 Elect Director Brian L. Halla For For Management 7 Elect Director John L. Hennessy For For Management 8 Elect Director Richard M. Kovacevich For For Management 9 Elect Director Roderick C. McGeary For For Management 10 Elect Director Michael K. Powell For For Management 11 Elect Director Arun Sarin For For Management 12 Elect Director Steven M. West For For Management 13 Elect Director Jerry Yang For For Management 14 Amend Omnibus Stock Plan For Against Management 15 Amend Qualified Employee Stock Purchase For For Management Plan 16 Ratify Auditors For For Management 17 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Human Rights 18 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 19 Report on Internet Fragmentation Against Against Shareholder -------------------------------------------------------------------------------- CME GROUP INC. Ticker: CME Security ID: 12572Q105 Meeting Date: MAY 5, 2010 Meeting Type: Annual Record Date: MAR 8, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Terrence A. Duffy For For Management 1.2 Elect Director Charles P. Carey For For Management 1.3 Elect Director Mark E. Cermak For For Management 1.4 Elect Director Martin J. Gepsman For For Management 1.5 Elect Director Leo Melamed For For Management 1.6 Elect Director Joseph Niciforo For For Management 1.7 Elect Director C.C. Odom For For Management 1.8 Elect Director John F. Sandner For For Management 1.9 Elect Director Dennis A. Suskind For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- COLGATE-PALMOLIVE COMPANY Ticker: CL Security ID: 194162103 Meeting Date: MAY 7, 2010 Meeting Type: Annual Record Date: MAR 8, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director John T. Cahill For For Management 2 Elect Director Ian Cook For For Management 3 Elect Director Helene D. Gayle For For Management 4 Elect Director Ellen M. Hancock For For Management 5 Elect Director Joseph Jimenez For For Management 6 Elect Director David W. Johnson For For Management 7 Elect Director Richard J. Kogan For For Management 8 Elect Director Delano E. Lewis For For Management 9 Elect Director J. Pedro Reinhard For For Management 10 Elect Director Stephen I. Sadove For For Management 11 Ratify Auditors For For Management 12 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 13 Report on Charitable Contributions Against Against Shareholder 14 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings -------------------------------------------------------------------------------- COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV Ticker: AMBV3 Security ID: 20441W203 Meeting Date: APR 28, 2010 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and None None Management Statutory Reports for Fiscal Year Ended Dec. 31, 2009 2 Approve Allocation of Income and None None Management Dividends 3 Approve Remuneration of Executive None None Management Officers, Non-Executive Directors 4 Elect Fiscal Council Members and Fix For For Management Their Remuneration -------------------------------------------------------------------------------- CVS CAREMARK CORPORATION Ticker: CVS Security ID: 126650100 Meeting Date: MAY 12, 2010 Meeting Type: Annual Record Date: MAR 15, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Edwin M. Banks For For Management 2 Elect Director C. David Brown II For For Management 3 Elect Director David W. Dorman For For Management 4 Elect Director Kristen Gibney Williams For For Management 5 Elect Director Marian L. Heard For For Management 6 Elect Director William H. Joyce For For Management 7 Elect Director Jean-Pierre Millon For For Management 8 Elect Director Terrence Murray For For Management 9 Elect Director C.A. Lance Piccolo For For Management 10 Elect Director Sheli Z. Rosenberg For For Management 11 Elect Director Thomas M. Ryan For For Management 12 Elect Director Richard J. Swift For For Management 13 Ratify Auditors For For Management 14 Approve Omnibus Stock Plan For For Management 15 Provide Right to Call Special Meeting For For Management 16 Report on Political Contributions Against For Shareholder 17 Adopt Global Warming Principles Against Against Shareholder -------------------------------------------------------------------------------- DANAHER CORPORATION Ticker: DHR Security ID: 235851102 Meeting Date: MAY 11, 2010 Meeting Type: Annual Record Date: MAR 12, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Steven M. Rales For For Management 2 Elect Director John T. Schwieters For For Management 3 Elect Director Alan G. Spoon For For Management 4 Ratify Auditors For For Management 5 Declassify the Board of Directors Against For Shareholder -------------------------------------------------------------------------------- DANONE Ticker: BN Security ID: F12033134 Meeting Date: APR 22, 2010 Meeting Type: Annual/Special Record Date: APR 19, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Accept Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 1.20 per Share 4 Reelect Franck Riboud as Director For For Management 5 Reelect Emmanuel Faber as Director For For Management 6 Reelect PricewaterhouseCoopers Audit as For For Management Auditor 7 Ratify Ernst & Young et Autres as For For Management Auditor 8 Ratify Yves Nicolas as Alternate For For Management Auditor 9 Ratify Auditex as Alternate Auditor For For Management 10 Approve Auditors' Special Report For For Management Regarding Related-Party Transactions 11 Approve Transaction with Franck Riboud For For Management 12 Approve Transaction with Emmanuel Faber For For Management 13 Approve Transaction with Bernard Hours For For Management 14 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 15 Authorize up to 0.4 Percent of Issued For For Management Capital for Use in Restricted Stock Plan 16 Amend Stock Ownership Limitations For For Management 17 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- DENTSPLY INTERNATIONAL INC. Ticker: XRAY Security ID: 249030107 Meeting Date: MAY 11, 2010 Meeting Type: Annual Record Date: MAR 15, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Paula H. Cholmondeley For For Management 1.2 Elect Director Michael J. Coleman For For Management 1.3 Elect Director John C. Miles II For For Management 1.4 Elect Director John L. Miclot For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For Against Management -------------------------------------------------------------------------------- DIAGEO PLC Ticker: DGE Security ID: G42089113 Meeting Date: OCT 14, 2009 Meeting Type: Annual Record Date: OCT 12, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Final Dividend of 22.2 Pence For For Management Per Ordinary Share 4 Re-elect Laurence Danon as Director For For Management 5 Re-elect Lord (Clive) Hollick of For For Management Notting Hill as Director 6 Re-elect Paul Walsh as Director For For Management 7 Elect Peggy Bruzelius as Director For For Management 8 Elect Betsy Holden as Director For For Management 9 Reappoint KPMG Audit plc as Auditors of For For Management the Company 10 Authorise Board to Fix Remuneration of For For Management Auditors 11 Authorise Issue of Equity with For For Management Pre-emptive Rights Under a General Authority up to GBP 241,092,000 and an Additional Amount Pursuant to a Rights Issue of up to GBP 482,185,000 After Deducting Any Securities Issued Under the General Authority 12 If Resolution 11 is Passed, Authorise For For Management Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 39,842,000 13 Authorise 249,964,000 Ordinary Shares For For Management for Market Purchase 14 Authorise the Company and its For For Management Subsidiaries to Make EU Political Donations to Political Parties, to Make EU Political Donations to Political Organisations Other Than Political Parties and to Incur EU Political Expenditure up to GBP 200,000 15 Approve Diageo plc 2009 Discretionary For For Management Incentive Plan 16 Approve Diageo plc 2009 Executive Long For For Management Term Incentive Plan 17 Approve Diageo plc 2009 International For For Management Sharematch Plan 18 Authorise Board to Establish Future For For Management Share Plans for the Benefit of Employees Overseas Based on the Diageo plc 2009 Discretionary Incentive Plan, the Diageo plc 2009 Executive Long Term Incentive Plan and the Diageo plc 2009 International Sharematch Plan 19 Approve Diageo plc 2009 Irish Sharesave For For Management Scheme 20 Amend Diageo plc Executive Share Option For For Management Plan 21 Amend Diageo plc 2008 Senior Executive For For Management Share Option Plan 22 Amend Diageo plc Senior Executive Share For For Management Option Plan 23 Approve That a General Meeting Other For For Management Than an Annual General Meeting May Be Called on Not Less Than 14 Clear Days' Notice 24 Adopt New Articles of Association For For Management -------------------------------------------------------------------------------- DIRECTV Ticker: DTV Security ID: 25459L106 Meeting Date: NOV 19, 2009 Meeting Type: Special Record Date: OCT 9, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Approve Voting and Right of First For For Management Refusal 3 Adjourn Meeting For For Management -------------------------------------------------------------------------------- DIRECTV Ticker: DTV Security ID: 25490A101 Meeting Date: JUN 3, 2010 Meeting Type: Annual Record Date: APR 5, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Neil R. Austrian For For Management 1.2 Elect Director Ralph F. Boyd, Jr. For For Management 1.3 Elect Director Paul A. Gould For For Management 1.4 Elect Director Charles R. Lee For For Management 1.5 Elect Director Peter A. Lund For For Management 1.6 Elect Director Gregory B. Maffei For For Management 1.7 Elect Director John C. Malone For For Management 1.8 Elect Director Nancy S. Newcomb For For Management 1.9 Elect Director Haim Saban For For Management 1.10 Elect Director Michael D. White For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Approve Executive Incentive Bonus Plan For For Management 5 Stock Retention/Holding Period Against Against Shareholder -------------------------------------------------------------------------------- DUN & BRADSTREET CORPORATION, THE Ticker: DNB Security ID: 26483E100 Meeting Date: MAY 4, 2010 Meeting Type: Annual Record Date: MAR 8, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director John W. Alden For For Management 2 Elect Director Christopher J. Coughlin For For Management 3 Elect Director Sara Mathew For For Management 4 Ratify Auditors For For Management 5 Reduce Supermajority Vote Requirement For For Shareholder -------------------------------------------------------------------------------- EBAY INC. Ticker: EBAY Security ID: 278642103 Meeting Date: APR 29, 2010 Meeting Type: Annual Record Date: MAR 4, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director David M. Moffett For For Management 2 Elect Director Richard T. Schlosberg, For For Management III 3 Elect Director Thomas J. Tierney For For Management 4 Amend Executive Incentive Bonus Plan For For Management 5 Amend Omnibus Stock Plan For For Management 6 Ratify Auditors For For Management -------------------------------------------------------------------------------- EMC CORPORATION Ticker: EMC Security ID: 268648102 Meeting Date: APR 29, 2010 Meeting Type: Annual Record Date: FEB 23, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Michael W. Brown For For Management 2 Elect Director Randolph L. Cowen For For Management 3 Elect Director Michael J. Cronin For For Management 4 Elect Director Gail Deegan For For Management 5 Elect Director James S. DiStasio For For Management 6 Elect Director John R. Egan For For Management 7 Elect Director Edmund F. Kelly For For Management 8 Elect Director Windle B. Priem For For Management 9 Elect Director Paul Sagan For For Management 10 Elect Director David N. Strohm For For Management 11 Elect Director Joseph M. Tucci For For Management 12 Ratify Auditors For For Management 13 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 14 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation -------------------------------------------------------------------------------- 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 For 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 Against Shareholder Louisiana Environmental Impacts 9 Report on Environmental Impact of Oil Against Against Shareholder Sands Operations in Canada 10 Report on Environmental Impacts of Against Against 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 -------------------------------------------------------------------------------- FIDELITY NATIONAL INFORMATION SERVICES INC Ticker: FIS Security ID: 31620M106 Meeting Date: SEP 4, 2009 Meeting Type: Special Record Date: JUN 29, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with For For Management Acquisition 2 Approve Issuance of Shares for a For For Management Private Placement 3 Approve Issuance of Shares for a For For Management Private Placement 4 Adjourn Meeting For For Management -------------------------------------------------------------------------------- FIDELITY NATIONAL INFORMATION SERVICES INC Ticker: FIS Security ID: 31620M106 Meeting Date: MAY 27, 2010 Meeting Type: Annual Record Date: MAR 30, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephan A. James For For Management 1.2 Elect Director James Neary For Withhold Management 1.3 Elect Director Frank R. Martire For Withhold Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- GENZYME CORPORATION Ticker: GENZ Security ID: 372917104 Meeting Date: JUN 16, 2010 Meeting Type: Proxy Contest Record Date: APR 9, 2010 # Proposal Mgt Rec Vote Cast Sponsor Management Proxy (White Card) None None 1.1 Elect Director Douglas A. Berthiaume For For Management 1.2 Elect Director Robert J. Bertolini For For Management 1.3 Elect Director Gail K. Boudreaux For For Management 1.4 Elect Director Robert J. Carpenter For For Management 1.5 Elect Director Charles L. Cooney For For Management 1.6 Elect Director Victor J. Dzau For For Management 1.7 Elect Director Connie Mack, III For For Management 1.8 Elect Director Richard F. Syron For For Management 1.9 Elect Director Henri A. Termeer For For Management 1.10 Elect Director Ralph V. Whitworth For For Management 2 Amend Omnibus Stock Plan For Against Management 3 Amend Qualified Employee Stock Purchase For Against Management Plan 4 Amend Non-Employee Director Omnibus For Against Management Stock Plan 5 Provide Right to Call Special Meeting For For Management 6 Ratify Auditors For For Management # Proposal Diss Rec Vote Cast Sponsor Dissident Proxy (Gold Card) None None 1.1 Elect Director Steven Burakoff For Did Not Vote Shareholder 1.2 Elect Director Alexander J. Denner For Did Not Vote Shareholder 1.3 Elect Director Carl C. Icahn For Did Not Vote Shareholder 1.4 Elect Director Richard Mulligan For Did Not Vote Shareholder 1.5 Management Nominee - Douglas A. For Did Not Vote Shareholder Berthiaume 1.6 Management Nominee - Robert J. For Did Not Vote Shareholder Bertolini 1.7 Management Nominee - Gail K. Boudreaux For Did Not Vote Shareholder 1.8 Management Nominee - Robert J. For Did Not Vote Shareholder Carpenter 1.9 Management Nominee - Victor J. Dzau For Did Not Vote Shareholder 1.10 Management Nominee - Ralph V. Whitworth For Did Not Vote Shareholder 2 Amend Omnibus Stock Plan For Did Not Vote Management 3 Amend Qualified Employee Stock Purchase For Did Not Vote Management Plan 4 Amend Non-Employee Director Omnibus Against Did Not Vote Management Stock Plan 5 Provide Right to Call Special Meeting For Did Not Vote Management 6 Ratify Auditors For Did Not Vote Management -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- GRUPO TELEVISA S.A. Ticker: TV Security ID: 40049J206 Meeting Date: DEC 10, 2009 Meeting Type: Special Record Date: NOV 23, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Dividends For For Management 2 Designate Inspector or Shareholder For For Management Representative(s) of Minutes of Meeting -------------------------------------------------------------------------------- HALLIBURTON COMPANY Ticker: HAL Security ID: 406216101 Meeting Date: MAY 19, 2010 Meeting Type: Annual Record Date: MAR 22, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director A.M. Bennett For For Management 2 Elect Director J.R. Boyd For For Management 3 Elect Director M. Carroll For For Management 4 Elect Director N.K. Dicciani For For Management 5 Elect Director S.M. Gillis For For Management 6 Elect Director J.T. Hackett For For Management 7 Elect Director D.J. Lesar For For Management 8 Elect Director R.A. Malone For For Management 9 Elect Director J.L. Martin For For Management 10 Elect Director D.L. Reed For For Management 11 Ratify Auditors For For Management 12 Review and Assess Human Rights Policies Against For Shareholder 13 Report on Political Contributions Against For Shareholder 14 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 15 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings -------------------------------------------------------------------------------- HESS CORPORATION Ticker: HES Security ID: 42809H107 Meeting Date: MAY 5, 2010 Meeting Type: Annual Record Date: MAR 15, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director N.F. Brady For Withhold Management 1.2 Elect Director G.P. Hill For For Management 1.3 Elect Director T.H. Kean For Withhold Management 1.4 Elect Director F.A. Olson For Withhold Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Report on Political Contributions Against For Shareholder -------------------------------------------------------------------------------- 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 For Management 1.10 Elect Director Lucille S. Salhany For For Management 1.11 Elect Director G. Kennedy Thompson For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For Against Management 4 Company Request on Advisory Vote on For For Management Executive 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 For 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 For 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 -------------------------------------------------------------------------------- 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 For 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 For 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 For Shareholder Special Meetings -------------------------------------------------------------------------------- LVMH MOET HENNESSY LOUIS VUITTON Ticker: MC Security ID: F58485115 Meeting Date: APR 15, 2010 Meeting Type: Annual/Special Record Date: APR 12, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Accept Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Auditors' Special Report For Against Management Regarding Related-Party Transactions 4 Approve Allocation of Income and For For Management Dividends of EUR 1.60 per Share 5 Reelect Bernard Arnault as Director For For Management 6 Reelect Delphine Arnault as Director For For Management 7 Reelect Nicholas Clive Worms as For For Management Director 8 Reelect Patrick Houel as Director For For Management 9 Reelect Felix G. Rohatyn as Director For For Management 10 Reelect Hubert Vedrine as Director For For Management 11 Elect Helene Carrere d' Encausse as For For Management Director 12 Reelect Kilian Hennesy as Censor For For Management 13 Reelect Deloitte & Associes as Auditor For For Management 14 Ratify Ernst & Young Audit as Auditor For For Management 15 Reelect Denis Grison as Alternate For For Management Auditor 16 Ratify Auditex as Alternate Auditor For For Management 17 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 18 Approve Reduction in Share Capital via For For Management Cancellation of Repurchased Shares -------------------------------------------------------------------------------- MEAD JOHNSON NUTRITION COMPANY Ticker: MJN Security ID: 582839106 Meeting Date: MAY 11, 2010 Meeting Type: Annual Record Date: MAR 22, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephen W. Golsby For For Management 1.2 Elect Director Dr. Steven M. Altschuler For For Management 1.3 Elect Director Howard B. Bernick For For Management 1.4 Elect Director James M. Cornelius For For Management 1.5 Elect Director Peter G. Ratcliffe For For Management 1.6 Elect Director Dr. Elliott Sigal For For Management 1.7 Elect Director Robert S. Singer For For Management 1.8 Elect Director Kimberly A. Casiano For For Management 1.9 Elect Director Anna C. Catalano For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- MEDCO HEALTH SOLUTIONS, INC. Ticker: MHS Security ID: 58405U102 Meeting Date: MAY 12, 2010 Meeting Type: Annual Record Date: MAR 15, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Howard W. Barker, Jr. For For Management 2 Elect Director John L. Cassis For For Management 3 Elect Director Michael Goldstein For For Management 4 Elect Director Charles M. Lillis For For Management 5 Elect Director Myrtle S. Potter For For Management 6 Elect Director William L. Roper For For Management 7 Elect Director David B. Snow, Jr. For For Management 8 Elect Director David D. Stevens For For Management 9 Elect Director Blenda J. Wilson For For Management 10 Ratify Auditors For For Management 11 Provide Right to Call Special Meeting For For Management -------------------------------------------------------------------------------- MEDTRONIC, INC. Ticker: MDT Security ID: 585055106 Meeting Date: AUG 27, 2009 Meeting Type: Annual Record Date: JUN 29, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard H. Anderson For For Management 1.2 Elect Director Victor J. Dzau For For Management 1.3 Elect Director William A. Hawkins For For Management 1.4 Elect Director S. Ann Jackson For For Management 1.5 Elect Director Denise M. O'Leary For For Management 1.6 Elect Director Robert C. Pozen For For Management 1.7 Elect Director Jean-pierre Rosso For For Management 1.8 Elect Director Jack W. Schuler For For Management 2 Ratify Auditors For For Management 3 Amend Qualified Employee Stock Purchase For For Management Plan 4 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- MFS SERIES TRUST XIV - MFS Institutional Money Market Portfolio Ticker: Security ID: 55291X109 Meeting Date: JAN 28, 2010 Meeting Type: Written Consent Record Date: JAN 27, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Trustee Robert E. Butler For For Management 1.2 Elect Trustee Lawrence H. Cohn, M.D. For For Management 1.3 Elect Trustee Maureen R. Goldfarb For For Management 1.4 Elect Trustee David H. Gunning For For Management 1.5 Elect Trustee William R. Gutow For For Management 1.6 Elect Trustee Michael Hegarty For For Management 1.7 Elect Trustee John P. Kavanaugh For For Management 1.8 Elect Trustee Robert J. Manning For For Management 1.9 Elect Trustee Robert C. Pozen For For Management 1.10 Elect Trustee J. Dale Sherratt For For Management 1.11 Elect Trustee Laurie J. Thomsen For For Management 1.12 Elect Trustee Robert W. Uek For For Management -------------------------------------------------------------------------------- MONSANTO CO. Ticker: MON Security ID: 61166W101 Meeting Date: JAN 26, 2010 Meeting Type: Annual Record Date: NOV 27, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Frank V. AtLee III For For Management 2 Elect Director David L. Chicoine For For Management 3 Elect Director Arthur H. Harper For For Management 4 Elect Director Gwendolyn S. King For For Management 5 Ratify Auditors For For Management 6 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- NATIONAL SEMICONDUCTOR CORPORATION Ticker: NSM Security ID: 637640103 Meeting Date: SEP 25, 2009 Meeting Type: Annual Record Date: JUL 30, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Brian L. Halla For For Management 1.2 Elect Director Steven R. Appleton For For Management 1.3 Elect Director Gary P. Arnold For For Management 1.4 Elect Director Richard J. Danzig For For Management 1.5 Elect Director John T. Dickson For For Management 1.6 Elect Director Robert J. Frankenberg For For Management 1.7 Elect Director Modesto A. Maidique For For Management 1.8 Elect Director Edward R. McCracken For For Management 1.9 Elect Director Roderick C. McGeary For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Approve Omnibus Stock Plan For For Management 5 Approve Repricing of Options For For Management -------------------------------------------------------------------------------- NESTLE SA Ticker: NESN Security ID: H57312649 Meeting Date: APR 15, 2010 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1.1 Accept Financial Statements and For Did Not Vote Management Statutory Reports 1.2 Approve Remuneration Report For Did Not Vote Management 2 Approve Discharge of Board and Senior For Did Not Vote Management Management 3 Approve Allocation of Income and For Did Not Vote Management Dividends of CHF 1.60 per Share 4.1.1 Reelect Andre Kudelski as Director For Did Not Vote Management 4.1.2 Reelect Jean-Rene Fourtou as Director For Did Not Vote Management 4.1.3 Reelect Steven Hoch as Director For Did Not Vote Management 4.1.4 Reelect Peter Brabeck-Letmathe as For Did Not Vote Management Director 4.2.1 Elect Titia de Lange as Director For Did Not Vote Management 4.2.2 Elect Jean-Pierre Roth as Director For Did Not Vote Management 4.3 Ratify KPMG AG as Auditors For Did Not Vote Management 5 Approve CHF 18.5 Million Reduction in For Did Not Vote Management Share Capital via Cancellation of Repurchased Shares 6 Amend Articles Re: Share Certificates For Did Not Vote Management due to New Swiss Federal Act on Intermediated Securities -------------------------------------------------------------------------------- NETAPP, INC. Ticker: NTAP Security ID: 64110D104 Meeting Date: OCT 14, 2009 Meeting Type: Annual Record Date: AUG 17, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel J. Warmenhoven For For Management 1.2 Elect Director Donald T. Valentine For For Management 1.3 Elect Director Jeffry R. Allen For For Management 1.4 Elect Director Alan L. Earhart For For Management 1.5 Elect Director Thomas Georgens For For Management 1.6 Elect Director Mark Leslie For For Management 1.7 Elect Director Nicholas G. Moore For For Management 1.8 Elect Director George T. Shaheen For For Management 1.9 Elect Director Robert T. Wall For For Management 2 Amend Omnibus Stock Plan For Against Management 3 Amend Omnibus Stock Plan For Against Management 4 Amend Qualified Employee Stock Purchase For For Management Plan 5 Amend Executive Incentive Bonus Plan For For Management 6 Ratify Auditors For For Management -------------------------------------------------------------------------------- NIKE, INC. Ticker: NKE Security ID: 654106103 Meeting Date: SEP 21, 2009 Meeting Type: Annual Record Date: JUL 24, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jill K. Conway For For Management 1.2 Elect Director Alan B. Graf, Jr. For For Management 1.3 Elect Director John C. Lechleiter For For Management 2 Amend Qualified Employee Stock Purchase For For Management Plan 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- NOBLE CORPORATION Ticker: NE Security ID: H5833N103 Meeting Date: OCT 29, 2009 Meeting Type: Special Record Date: SEP 4, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Director Gordon T. Hall For Did Not Vote Management 1.2 Director Jon A. Marshall For Did Not Vote Management 2 Approval Of The Amendment And For Did Not Vote Management Restatement Of The Noble Corporation 1991 Stock Option And Restricted Stock Plan effective As Of October 29, 2009 -------------------------------------------------------------------------------- OMNICOM GROUP INC. Ticker: OMC Security ID: 681919106 Meeting Date: MAY 25, 2010 Meeting Type: Annual Record Date: APR 5, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John D. Wren For For Management 1.2 Elect Director Bruce Crawford For For Management 1.3 Elect Director Alan R. Batkin For For Management 1.4 Elect Director Robert Charles Clark For For Management 1.5 Elect Director Leonard S. Coleman, Jr. For For Management 1.6 Elect Director Errol M. Cook For For Management 1.7 Elect Director Susan S. Denison For For Management 1.8 Elect Director Michael A. Henning For For Management 1.9 Elect Director John R. Murphy For For Management 1.10 Elect Director John R. Purcell For For Management 1.11 Elect Director Linda Johnson Rice For For Management 1.12 Elect Director Gary L. Roubos For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Adopt Majority Voting for Uncontested For For Management Election of Directors 5 Reimburse Proxy Contest Expenses Against For Shareholder 6 Adopt a Policy in which the Company Against Against Shareholder will not Make or Promise to Make Any Death Benefit Payments to Senior Executives 7 Reduce Supermajority Vote Requirement Against For 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 For 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 Against Shareholder -------------------------------------------------------------------------------- PATTERSON COMPANIES INC. Ticker: PDCO Security ID: 703395103 Meeting Date: SEP 14, 2009 Meeting Type: Annual Record Date: JUL 17, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ellen A. Rudnick For For Management 1.2 Elect Director Harold C. Slavkin For For Management 1.3 Elect Director James W. Wiltz For For Management 1.4 Elect Director Les C. Vinney For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- PEPSICO, INC. Ticker: PEP Security ID: 713448108 Meeting Date: MAY 5, 2010 Meeting Type: Annual Record Date: MAR 5, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Shona L. Brown For For Management 2 Elect Director Ian M. Cook For For Management 3 Elect Director Dina Dublon For For Management 4 Elect Director Victor J. Dzau For For Management 5 Elect Director Ray L. Hunt For For Management 6 Elect Director Alberto Ibarguen For For Management 7 Elect Director Arthur C. Martinez For For Management 8 Elect Director Indra K. Nooyi For For Management 9 Elect Director Sharon P. Rockefeller For For Management 10 Elect Director James J. Schiro For For Management 11 Elect Director Lloyd G. Trotter For For Management 12 Elect Director Daniel Vasella For Against Management 13 Ratify Auditors For For Management 14 Amend Omnibus Stock Plan For Against Management 15 Report on Charitable Contributions Against Against Shareholder 16 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 17 Report on Public Policy Advocacy Against Against Shareholder Process -------------------------------------------------------------------------------- PRAXAIR, INC. Ticker: PX Security ID: 74005P104 Meeting Date: APR 27, 2010 Meeting Type: Annual Record Date: MAR 1, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephen F. Angel For For Management 1.2 Elect Director Nance K. Dicciani For For Management 1.3 Elect Director Edward G. Galante For For Management 1.4 Elect Director Claire W. Gargalli For For Management 1.5 Elect Director Ira D. Hall For For Management 1.6 Elect Director Raymond W. LeBoeuf For For Management 1.7 Elect Director Larry D. Mcvay For For Management 1.8 Elect Director Wayne T. Smith For For Management 1.9 Elect Director Robert L. Wood For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- PRECISION CASTPARTS CORP. Ticker: PCP Security ID: 740189105 Meeting Date: AUG 11, 2009 Meeting Type: Annual Record Date: JUN 15, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mark Donegan For Withhold Management 1.2 Elect Director Vernon E. Oechsle For Withhold Management 1.3 Elect Director Rick Schmidt For Withhold Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- 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 For 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 Against Management 17 Provide for Cumulative Voting Against Against Shareholder 18 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation -------------------------------------------------------------------------------- RESEARCH IN MOTION LTD Ticker: RIM Security ID: 760975102 Meeting Date: JUL 14, 2009 Meeting Type: Annual Record Date: MAY 26, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mike Lazaridis For For Management 1.2 Elect Director James Estill For For Management 1.3 Elect Director David Kerr For For Management 1.4 Elect Director Roger Martin For For Management 1.5 Elect Director John Richardson For For Management 1.6 Elect Director Barbara Stymiest For For Management 1.7 Elect Director John Wetmore For For Management 2 Approve Ernst & Young LLP as Auditors For For Management and Authorize Board to Fix Their Remuneration -------------------------------------------------------------------------------- ROCKWELL AUTOMATION, INC. Ticker: ROK Security ID: 773903109 Meeting Date: FEB 2, 2010 Meeting Type: Annual Record Date: DEC 7, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Barry C. Johnson For For Management 1.2 Elect Director William T. McCormick, For For Management Jr. 1.3 Elect Director Keith D. Nosbusch For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- SAMSUNG ELECTRONICS CO. LTD. Ticker: 5930 Security ID: 796050888 Meeting Date: MAR 19, 2010 Meeting Type: Annual Record Date: DEC 31, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Appropriation of Income and For For Management Year-End Dividends of KRW 7,500 per Common Share and KRW 7,550 per Preferred Share 2.1 Elect Lee In-Ho as Outside Director For For Management 2.2 Elect Lee In-Ho as Member of Audit For For Management Committee 3 Approve Total Remuneration of Inside For For Management Directors and Outside Directors -------------------------------------------------------------------------------- ST. JUDE MEDICAL, INC. Ticker: STJ Security ID: 790849103 Meeting Date: MAY 7, 2010 Meeting Type: Annual Record Date: MAR 10, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stuart M. Essig For For Management 1.2 Elect Director Barbara B. Hill For For Management 1.3 Elect Director Michael A. Rocca For For Management 2 Ratify Auditors For For Management 3 Prepare Sustainability Report Against For Shareholder -------------------------------------------------------------------------------- STAPLES, INC. Ticker: SPLS Security ID: 855030102 Meeting Date: JUN 7, 2010 Meeting Type: Annual Record Date: APR 12, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Basil L. Anderson For For Management 2 Elect Director Arthur M. Blank For For Management 3 Elect Director Mary Elizabeth Burton For For Management 4 Elect Director Justin King For For Management 5 Elect Director Carol Meyrowitz For For Management 6 Elect Director Rowland T. Moriarty For For Management 7 Elect Director Robert C. Nakasone For For Management 8 Elect Director Ronald L. Sargent For For Management 9 Elect Director Elizabeth A. Smith For For Management 10 Elect Director Robert E. Sulentic For For Management 11 Elect Director Vijay Vishwanath For For Management 12 Elect Director Paul F. Walsh For For Management 13 Approve Executive Incentive Bonus Plan For For Management 14 Amend Omnibus Stock Plan For For Management 15 Ratify Auditors For For Management 16 Provide Right to Act by Written Consent Against For Shareholder 17 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings -------------------------------------------------------------------------------- STARWOOD HOTELS & RESORTS WORLDWIDE, INC. Ticker: HOT Security ID: 85590A401 Meeting Date: MAY 13, 2010 Meeting Type: Annual Record Date: MAR 17, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Adam M. Aron For For Management 1.2 Elect Director Charlene Barshefsky For For Management 1.3 Elect Director Thomas E. Clarke For For Management 1.4 Elect Director Clayton C. Daley, Jr. For For Management 1.5 Elect Director Bruce W. Duncan For For Management 1.6 Elect Director Lizanne Galbreath For For Management 1.7 Elect Director Eric Hippeau For For Management 1.8 Elect Director Stephen R. Quazzo For For Management 1.9 Elect Director Thomas O. Ryder For For Management 1.10 Elect Director Frits van Paasschen For For Management 1.11 Elect Director Kneeland C. Youngblood For For Management 2 Ratify Auditors For For Management 3 Amend Executive Incentive Bonus Plan For For Management -------------------------------------------------------------------------------- STATE STREET CORPORATION Ticker: STT Security ID: 857477103 Meeting Date: MAY 19, 2010 Meeting Type: Annual Record Date: MAR 15, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director K. Burnes For For Management 2 Elect Director P. Coym For For Management 3 Elect Director P. De Saint-Aignan For For Management 4 Elect Director A. Fawcett For For Management 5 Elect Director D. Gruber For For Management 6 Elect Director L. Hill For For Management 7 Elect Director J. Hooley For For Management 8 Elect Director R. Kaplan For For Management 9 Elect Director C. LaMantia For For Management 10 Elect Director R. Logue For For Management 11 Elect Director R. Sergel For For Management 12 Elect Director R. Skates For For Management 13 Elect Director G. Summe For For Management 14 Elect Director R. Weissman For For Management 15 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 16 Ratify Auditors For For Management 17 Require Independent Board Chairman Against Against Shareholder 18 Report on Pay Disparity Against Against Shareholder -------------------------------------------------------------------------------- SYNTHES, INC. Ticker: SYST Security ID: 87162M409 Meeting Date: APR 28, 2010 Meeting Type: Annual Record Date: MAR 31, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Receive The Report on Dividend Approved For For Management by The Board of Directors 3 Elect Director Charles Hedgepeth For For Management 4 Elect Director Amin Khoury For For Management 5 Elect Director Jobst Wagner For For Management 6 Elect Director Daniel Eicher For For Management 7 Ratify Auditors For For Management -------------------------------------------------------------------------------- TAIWAN SEMICONDUCTOR MANUFACTURING CO., LTD. Ticker: 2330 Security ID: 874039100 Meeting Date: JUN 15, 2010 Meeting Type: Annual Record Date: APR 19, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve 2009 Business Operations Report For For Management and Financial Statements 2 Approve 2009 Allocation of Income and For For Management Dividends 3 Amend Articles of Association For For Management 4 Amend Operating Procedures for For For Management Derivatives Transactions 5 Transact Other Business None None Management -------------------------------------------------------------------------------- TARGET CORPORATION Ticker: TGT Security ID: 87612E106 Meeting Date: JUN 9, 2010 Meeting Type: Annual Record Date: APR 12, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Calvin Darden For For Management 2 Elect Director Anne M. Mulcahy For For Management 3 Elect Director Stephen W. Sanger For For Management 4 Elect Director Gregg W. Steinhafel For For Management 5 Ratify Auditors For For Management 6 Declassify the Board of Directors For For Management 7 Reduce Supermajority Vote Requirement For For Management 8 Amend Articles of Incorporation For For Management 9 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation -------------------------------------------------------------------------------- THERMO FISHER SCIENTIFIC INC. Ticker: TMO Security ID: 883556102 Meeting Date: MAY 26, 2010 Meeting Type: Annual Record Date: MAR 29, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Marc N. Casper For For Management 2 Elect Director Tyler Jacks For For Management 3 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 For 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 -------------------------------------------------------------------------------- VCA ANTECH, INC. Ticker: WOOF Security ID: 918194101 Meeting Date: JUN 14, 2010 Meeting Type: Annual Record Date: APR 19, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert L. Antin For Withhold Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- VERISK ANALYTICS, INC. Ticker: VRSK Security ID: 92345Y106 Meeting Date: JUN 16, 2010 Meeting Type: Annual Record Date: APR 19, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John F. Lehman, Jr. For For Management 1.2 Elect Director Andrew G. Mills For For Management 1.3 Elect Director Arthur J. Rothkopf For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- VISA INC. Ticker: V Security ID: 92826C839 Meeting Date: JAN 20, 2010 Meeting Type: Annual Record Date: NOV 27, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert W. Matschullat For For Management 1.2 Elect Director Cathy E. Minehan For For Management 1.3 Elect Director David J. Pang For For Management 1.4 Elect Director William S. Shanahan For For Management 1.5 Elect Director John A. Swainson For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- W.W. GRAINGER, INC. Ticker: GWW Security ID: 384802104 Meeting Date: APR 28, 2010 Meeting Type: Annual Record Date: MAR 1, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Brian P. Anderson For For Management 1.2 Elect Director Wilbur H. Gantz For For Management 1.3 Elect Director V. Ann Hailey For For Management 1.4 Elect Director William K. Hall For For Management 1.5 Elect Director Stuart L. Levenick For For Management 1.6 Elect Director John W. McCarter, Jr. For For Management 1.7 Elect Director Neil S. Novich For For Management 1.8 Elect Director Michael J. Roberts For For Management 1.9 Elect Director Gary L. Rogers For For Management 1.10 Elect Director James T. Ryan For For Management 1.11 Elect Director E. Scott Santi For For Management 1.12 Elect Director James D. Slavik For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- WATERS CORPORATION Ticker: WAT Security ID: 941848103 Meeting Date: MAY 11, 2010 Meeting Type: Annual Record Date: MAR 17, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joshua Bekenstein For For Management 1.2 Elect Director Michael J. Berendt For For Management 1.3 Elect Director Douglas A. Berthiaume For For Management 1.4 Elect Director Edward Conard For For Management 1.5 Elect Director Laurie H. Glimcher For For Management 1.6 Elect Director Christopher A. Kuebler For For Management 1.7 Elect Director William J. Miller For For Management 1.8 Elect Director Joann A. Reed For For Management 1.9 Elect Director Thomas P. Salice For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- WESTERN UNION COMPANY, THE Ticker: WU Security ID: 959802109 Meeting Date: MAY 14, 2010 Meeting Type: Annual Record Date: MAR 17, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Dinyar S. Devitre For For Management 2 Elect Director Christina A. Gold For For Management 3 Elect Director Betsy D. Holden For For Management 4 Elect Director Wulf Von Schimmelmann For For Management 5 Ratify Auditors For For Management ========== END NPX REPORT SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Registrant: CAPITAL APPRECIATION VARIABLE ACCOUNT By (Signature and Title) MARIA F. DWYER* ------------------------------------------- Maria F. Dwyer, Principal Executive Officer Date: August 26, 2010 *By (Signature and Title) /s/ Susan S. Newton ------------------------------------------ Susan S. Newton, as attorney-in-fact * Executed by Susan S. Newton on behalf of Maria F. Dwyer pursuant to a Power of Attorney dated October 27, 2008. (1) (1) Incorporated by reference to MFS Series Trust XIII (File Nos. 2-74959 and 811-3327) Post-Effective Amendment No. 42 filed with the SEC via EDGAR on June 25, 2009.