N-PX 1 clipper_npx_2013.txt CLIPPER FUND 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: 811-03931 Clipper Fund, Inc. __________________________________________________________ (Exact name of registrant as specified in charter) CLIPPER FUND, INC. 2949 East Elvira Road, Suite 101 Tucson, Arizona 85756 __________________________________________________________ (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (800) 432-2504 Date of fiscal year end: 12/31 Date of reporting period: 07/01/2012-06/30/2013 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. Clipper Fund, Inc. ___________________________________________________________ (Registrant) Person signing this Report on Behalf of reporting Registrant: Name: Kenneth C Eich Title: Principal Executive Officer Phone: (520) 806-7600 Signature, Place, and Date of Signing: Kenneth C Eich, Arizona August 26, 2013 ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-03931 Reporting Period: 07/01/2012 - 06/30/2013 Clipper Fund, Inc. ================================= Clipper Fund ================================= ALLEGHANY CORPORATION * Ticker: Y Security ID: 017175100 Meeting Date: APR 26, 2013 Meeting Type: Annual Record Date: MAR 01, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Stephen P. Bradley For For Management 1b Elect Director Karen Brenner For For Management 1c Elect Director Thomas S. Johnson For For Management 1d Elect Director James F. Will For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation * Notice of Votes made in Non-Conformance of Proxy Policy: By written agreement Davis Advisors delivers a proxy to Alleghany Corporation management empowering them to "Mirror Vote" all shares in excess of 9.9%. -------------------------------------------------------------------------------- AMERICAN EXPRESS COMPANY Ticker: AXP Security ID: 025816109 Meeting Date: APR 29, 2013 Meeting Type: Annual Record Date: MAR 01, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charlene Barshefsky For For Management 1.2 Elect Director Ursula M. Burns For For Management 1.3 Elect Director Kenneth I. Chenault For For Management 1.4 Elect Director Peter Chernin For For Management 1.5 Elect Director Anne Lauvergeon For For Management 1.6 Elect Director Theodore J. Leonsis For For Management 1.7 Elect Director Richard C. Levin For For Management 1.8 Elect Director Richard A. McGinn For Withhold Management 1.9 Elect Director Samuel J. Palmisano For For Management 1.10 Elect Director Steven S Reinemund For For Management 1.11 Elect Director Daniel L. Vasella For For Management 1.12 Elect Director Robert D. Walter For For Management 1.13 Elect Director Ronald A. Williams For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- AMERIPRISE FINANCIAL, INC. Ticker: AMP Security ID: 03076C106 Meeting Date: APR 24, 2013 Meeting Type: Annual Record Date: FEB 28, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director James M. Cracchiolo For For Management 1b Elect Director Lon R. Greenberg For Against Management 1c Elect Director Warren D. Knowlton For Against Management 1d Elect Director W. Walker Lewis For Against Management 1e Elect Director Siri S. Marshall For Against Management 1f Elect Director Jeffery Noddle For Against Management 1g Elect Director H. Jay Sarles For For Management 1h Elect Director Robert F. Sharpe, Jr. For Against Management 1i Elect Director William H. Turner For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify Auditors For For Management 4 Reduce Supermajority Vote Requirement Against For Shareholder -------------------------------------------------------------------------------- BED BATH & BEYOND INC. Ticker: BBBY Security ID: 075896100 Meeting Date: JUN 28, 2013 Meeting Type: Annual Record Date: MAY 03, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Warren Eisenberg For For Management 1b Elect Director Leonard Feinstein For For Management 1c Elect Director Steven H. Temares For For Management 1d Elect Director Dean S. Adler For For Management 1e Elect Director Stanley F. Barshay For For Management 1f Elect Director Klaus Eppler For For Management 1g Elect Director Patrick R. Gaston For For Management 1h Elect Director Jordan Heller For For Management 1i Elect Director Victoria A. Morrison For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- BERKSHIRE HATHAWAY INC. Ticker: BRK/A Security ID: 084670108 Meeting Date: MAY 04, 2013 Meeting Type: Annual Record Date: MAR 06, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Warren E. Buffett For For Management 1.2 Elect Director Charles T. Munger For For Management 1.3 Elect Director Howard G. Buffett For For Management 1.4 Elect Director Stephen B. Burke For For Management 1.5 Elect Director Susan L. Decker For For Management 1.6 Elect Director William H. Gates III For For Management 1.7 Elect Director David S. Gottesman For For Management 1.8 Elect Director Charlotte Guyman For For Management 1.9 Elect Director Donald R. Keough For For Management 1.10 Elect Director Thomas S. Murphy For For Management 1.11 Elect Director Ronald L. Olson For For Management 1.12 Elect Director Walter Scott, Jr. For For Management 1.13 Elect Director Meryl B. Witmer For For Management 2 Adopt Quantitative Goals for GHG and Against Against Shareholder Other Air Emissions -------------------------------------------------------------------------------- BRASIL PHARMA SA Ticker: BPHA3 BZ Security ID: P1815Q108 Meeting Date: MAY 13, 2013 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports for Fiscal Year Ended Dec. 31, 2012 2 Approve Allocation of Income and For For Management Dividends 3 Approve Remuneration of Company's For For Management Management 4 Elect Directors, Chairman, and Vice For For Management Chairman -------------------------------------------------------------------------------- BRASIL PHARMA SA Ticker: BPHA3 BZ Security ID: P1815Q108 Meeting Date: MAY 13, 2013 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Ratify Independent Firm to Appraise For For Management Proposed Transaction 2 Approve Independent Firm's Appraisal For For Management 3 Approve Acquisition Agreement between For For Management the Company and Sant'ana S.A. Drogaria Farmacias 4 Approve Share Exchange Ratio For For Management 5 Approve Acquisition of Sant'ana S.A. For For Management Drogaria Farmacias 6 Amend Article 5 to Reflect Changes in For For Management Capital Due to Acquisition 7 Amend Article 6 to Reflect Changes to For For Management the Company's Authorized Capital 8 Change Company's Name For For Management 9 Consolidate Bylaws For For Management 10 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- BRAZIL PHARMA SA Ticker: BPHA3 BZ Security ID: P1815Q108 Meeting Date: SEP 17, 2012 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Minutes of Meeting For For Management 2 Appoint Independent Firm to Appraise For For Management Proposed Transaction 3 Approve Independent Firm's Appraisal For For Management 4 Approve Acquisition Agreement between For For Management the Company and Farmais Franchising S. A. 5 Approve Share Exchange Ratio For For Management 6 Approve Acquisition of Farmais For For Management Franchising S.A. 7 Amend Article 5 to Reflect Changes in For For Management Capital 8 Amend Article 6 Re: Authorized Capital For For Management 9 Amend Article 2 to Reflect New Office For For Management Location 10 Consolidate Bylaws For For Management 11 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- CANADIAN NATURAL RESOURCES LIMITED Ticker: CNQ Security ID: 136385101 Meeting Date: MAY 02, 2013 Meeting Type: Annual/Special Record Date: MAR 13, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect C.M. Best, N. M. Edwards, T.W. For For Management Faithfull, G. A. Filmon, C. L. Fong, G. D. Giffin, W.A. Gobert, S.W. Laut, K.A. J. MacPhail, F.J. McKenna, E.R. Smith and D.A. Tuer as Directors 1.1 Elect Director Catherine M. Best For For Management 1.2 Elect Director N. Murray Edwards For For Management 1.3 Elect Director Timothy W. Faithfull For For Management 1.4 Elect Director Gary A. Filmon For For Management 1.5 Elect Director Christopher L. Fong For For Management 1.6 Elect Director Gordon D. Giffin For For Management 1.7 Elect Director Wilfred A. Gobert For For Management 1.8 Elect Director Steve W. Laut For For Management 1.9 Elect Director Keith A. J. MacPhail For For Management 1.10 Elect Director Frank J. McKenna For For Management 1.11 Elect Director Eldon R. Smith For For Management 1.12 Elect Director David A. Tuer For For Management 2 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 3 Re-approve Stock Option Plan For For Management 4 Advisory Vote on Executive For For Management Compensation Approach -------------------------------------------------------------------------------- CIELO SA Ticker: CIEL3 BZ Security ID: P2859E100 Meeting Date: APR 26, 2013 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports for Fiscal Year Ended Dec. 31, 2012 2 Approve Allocation of Income and For For Management Dividends 3 Approve Remuneration of Company's For For Management Management and Elect Fiscal Council Members -------------------------------------------------------------------------------- CIELO SA Ticker: CIEL3 BZ Security ID: P2859E100 Meeting Date: APR 26, 2013 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Authorize Capitalization of Reserves For For Management for Bonus Issue -------------------------------------------------------------------------------- COSTCO WHOLESALE CORPORATION Ticker: COST Security ID: 22160K105 Meeting Date: JAN 24, 2013 Meeting Type: Annual Record Date: NOV 23, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Benjamin S. Carson, Sr. For For Management 1.2 Elect Director William H. Gates For For Management 1.3 Elect Director Hamilton E. James For For Management 1.4 Elect Director W. Craig Jelinek For For Management 1.5 Elect Director Jill S. Ruckelshaus For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Declassify the Board of Directors Against Against Shareholder -------------------------------------------------------------------------------- CVS CAREMARK CORPORATION Ticker: CVS Security ID: 126650100 Meeting Date: MAY 09, 2013 Meeting Type: Annual Record Date: MAR 13, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director C. David Brown II For For Management 1.2 Elect Director David W. Dorman For For Management 1.3 Elect Director Anne M. Finucane For For Management 1.4 Elect Director Kristen Gibney Williams For For Management 1.5 Elect Director Larry J. Merlo For For Management 1.6 Elect Director Jean-Pierre Millon For For Management 1.7 Elect Director Richard J. Swift For For Management 1.8 Elect Director William C. Weldon For For Management 1.9 Elect Director Tony L. White For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Qualified Employee Stock For For Management Purchase Plan 5 Reduce Vote Requirement Under the Fair For For Management Price Provision 6 Report on Political Contributions Against Against Shareholder 7 Pro-rata Vesting of Equity Awards Against Against Shareholder 8 Report on Lobbying Payments and Policy Against Against Shareholder -------------------------------------------------------------------------------- DIAGEO PLC Ticker: DGE LN Security ID: G42089113 Meeting Date: OCT 17, 2012 Meeting Type: Annual Record Date: # 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 For For Management 4 Re-elect Peggy Bruzelius as Director For For Management 5 Re-elect Laurence Danon as Director For For Management 6 Re-elect Lord Davies of Abersoch as For For Management Director 7 Re-elect Betsy Holden as Director For For Management 8 Re-elect Dr Franz Humer as Director For For Management 9 Re-elect Deirdre Mahlan as Director For For Management 10 Re-elect Philip Scott as Director For For Management 11 Re-elect Todd Stitzer as Director For For Management 12 Re-elect Paul Walsh as Director For For Management 13 Elect Ho KwonPing as Director For For Management 14 Elect Ivan Menezes as Director For For Management 15 Reappoint KPMG Audit plc as Auditors For For Management 16 Authorise Board to Fix Remuneration of For For Management Auditors 17 Authorise Issue of Equity with For For Management Pre-emptive Rights 18 Authorise Issue of Equity without For For Management Pre-emptive Rights 19 Authorise Market Purchase of Ordinary For For Management Shares 20 Authorise EU Political Donations and For For Management Expenditure 21 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- EVEREST RE GROUP, LTD. Ticker: RE Security ID: G3223R108 Meeting Date: MAY 15, 2013 Meeting Type: Annual Record Date: MAR 20, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dominic J. Addesso For For Management 1.2 Elect Director John J. Amore For For Management 1.3 Elect Director John R. Dunne For For Management 1.4 Elect Director Joseph V. Taranto For For Management 1.5 Elect Director John A. Weber For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- GOOGLE INC. Ticker: GOOG Security ID: 38259P508 Meeting Date: JUN 06, 2013 Meeting Type: Annual Record Date: APR 08, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Larry Page For For Management 1.2 Elect Director Sergey Brin For For Management 1.3 Elect Director Eric E. Schmidt For For Management 1.4 Elect Director L. John Doerr For Withhold Management 1.5 Elect Director Diane B. Greene For For Management 1.6 Elect Director John L. Hennessy For For Management 1.7 Elect Director Ann Mather For For Management 1.8 Elect Director Paul S. Otellini For Withhold Management 1.9 Elect Director K. Ram Shriram For For Management 1.10 Elect Director Shirley M. Tilghman For For Management 2 Ratify Auditors For For Management 3 Report on Reducing Lead Battery Health Against Against Shareholder Hazards 4 Approve Recapitalization Plan for all Against For Shareholder Stock to Have One-vote per Share 5 Stock Retention/Holding Period Against For Shareholder 6 Adopt Policy on Succession Planning Against Against Shareholder -------------------------------------------------------------------------------- HEWLETT-PACKARD COMPANY Ticker: HPQ Security ID: 428236103 Meeting Date: MAR 20, 2013 Meeting Type: Annual Record Date: JAN 22, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Marc L. Andreessen For For Management 1.2 Elect Director Shumeet Banerji For For Management 1.3 Elect Director Rajiv L. Gupta For For Management 1.4 Elect Director John H. Hammergren For Against Management 1.5 Elect Director Raymond J. Lane For Against Management 1.6 Elect Director Ann M. Livermore For For Management 1.7 Elect Director Gary M. Reiner For For Management 1.8 Elect Director Patricia F. Russo For For Management 1.9 Elect Director G. Kennedy Thompson For Against Management 1.10 Elect Director Margaret C. Whitman For For Management 1.11 Elect Director Ralph V. Whitworth For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Provide Proxy Access Right For For Management 5 Amend Omnibus Stock Plan For For Management 6 Establish Environmental/Social Issue Against Against Shareholder Board Committee 7 Amend Human Rights Policies Against Against Shareholder 8 Stock Retention/Holding Period Against For Shareholder -------------------------------------------------------------------------------- JULIUS BAER GRUPPE AG Ticker: BAER VX Security ID: H4414N103 Meeting Date: SEP 19, 2012 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve CHF 750,000 Authorized Share For For Management Capital Increase for the Purpose of the Partial Financing of the Acquisition of the International Wealth Management Business of Bank of America Merrill Lynch Outside the Unites States -------------------------------------------------------------------------------- JULIUS BAER GRUPPE AG Ticker: BAER VX Security ID: H4414N103 Meeting Date: APR 10, 2013 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1.1 Accept Financial Statements and For For Management Statutory Reports 1.2 Approve Remuneration Report For For Management 2 Approve Allocation of Income and For For Management Dividends of CHF 0.60 per Share 3 Approve Discharge of Board and Senior For For Management Management 4.1 Reelect Daniel J. Sauter as Director For For Management 4.2 Reelect Claire Giraut as Director For For Management 4.3 Reelect Gilbert Achermann as Director For For Management 4.4 Reelect Andreas Amschwand as Director For For Management 4.5 Reelect Leonhard H. Fischer as Director For For Management 4.6 Reelect Gareth Penny as Director For For Management 5 Ratify KPMG as Auditors For For Management -------------------------------------------------------------------------------- LOEWS CORPORATION Ticker: L Security ID: 540424108 Meeting Date: MAY 14, 2013 Meeting Type: Annual Record Date: MAR 20, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Lawrence S. Bacow For For Management 1b Elect Director Ann E. Berman For For Management 1c Elect Director Joseph L. Bower For For Management 1d Elect Director Charles M. Diker For For Management 1e Elect Director Jacob A. Frenkel For For Management 1f Elect Director Paul J. Fribourg For For Management 1g Elect Director Walter L. Harris For For Management 1h Elect Director Philip A. Laskawy For For Management 1i Elect Director Ken Miller For For Management 1j Elect Director Gloria R. Scott For For Management 1k Elect Director Andrew H. Tisch For For Management 1l Elect Director James S. Tisch For For Management 1m Elect Director Jonathan M. Tisch For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- MARKEL CORPORATION Ticker: MKL Security ID: 570535104 Meeting Date: FEB 26, 2013 Meeting Type: Special Record Date: JAN 17, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with For For Management Acquisition 2 Other Business For For Management -------------------------------------------------------------------------------- MARKEL CORPORATION Ticker: MKL Security ID: 570535104 Meeting Date: MAY 13, 2013 Meeting Type: Annual Record Date: MAR 07, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director J. Alfred Broaddus, Jr. For For Management 1b Elect Director Douglas C. Eby For For Management 1c Elect Director Stewart M. Kasen For For Management 1d Elect Director Alan I. Kirshner For For Management 1e Elect Director Lemuel E. Lewis For For Management 1f Elect Director Darrell D. Martin For For Management 1g Elect Director Anthony F. Markel For For Management 1h Elect Director Steven A. Markel For For Management 1i Elect Director Jay M. Weinberg For For Management 1j Elect Director Debora J. Wilson For For Management 1k Elect Director K. Bruce Connell For For Management 1l Elect Director Michael O'Reilly For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- MICROSOFT CORPORATION Ticker: MSFT Security ID: 594918104 Meeting Date: NOV 28, 2012 Meeting Type: Annual Record Date: SEP 14, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Steven A. Ballmer For For Management 2 Elect Director Dina Dublon For For Management 3 Elect Director William H. Gates, III For For Management 4 Elect Director Maria M. Klawe For For Management 5 Elect Director Stephen J. Luczo For For Management 6 Elect Director David F. Marquardt For For Management 7 Elect Director Charles H. Noski For For Management 8 Elect Director Helmut Panke For For Management 9 Elect Director John W. Thompson For For Management 10 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 11 Approve Qualified Employee Stock For For Management Purchase Plan 12 Ratify Auditors For For Management 13 Provide for Cumulative Voting Against Against Shareholder -------------------------------------------------------------------------------- RHJ INTERNATIONAL SA Ticker: RHJI BB Security ID: B70883101 Meeting Date: JUN 18, 2013 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1(i) Approve Allocation of Income Re: For For Management Reduction of Available Reserves 1(ii) Approve Reduction in Share Capital in For For Management Order to Increase Available Reserves 2 Amend Range of Board Size For For Management 3 Authorize Implementation of Approved For For Management Resolutions and Filing of Required Documents/Formalities at Trade Registry -------------------------------------------------------------------------------- RHJ INTERNATIONAL SA Ticker: RHJI BB Security ID: B70883101 Meeting Date: JUN 18, 2013 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Directors' Reports (Non-Voting) None None Management 2 Receive Auditors' Reports (Non-Voting) None None Management 3 Receive Consolidated Financial None None Management Statements (Non-Voting) 4 Approve Financial Statements and For For Management Allocation of Income 5 Approve Discharge of Directors For For Management 6 Approve Discharge of Auditors For For Management 7.1 Approve Remuneration Report For For Management 7.2 Disapprove Remuneration Report and Against Against Shareholder Limit Executive Remuneration 8 Ratify KPMG as Auditors and Approve For For Management Auditors' Remuneration 9.1 Approve Capital Reduction and Make a Against Against Shareholder Distribution of EUR 1.75 per Share 9.2 Disapprove Capital Reduction as For For Management Proposed under Item 9.1 10.1 Appoint Shareholder Nominee Juan Against Against Shareholder Carlos Garcia Centeno and Dismiss Current Director Ronald Daniel 10.2 Appoint Shareholder Nominee Peter K. Against Against Shareholder Drew and Dismiss Current Director Gerd Hausler 10.3 Appoint Shareholder Nominee David Against Against Shareholder Burns and Dismiss Current Director Leonhard Fischer 10.4 Appoint Shareholder Nominee Against Against Shareholder Christopher Wetherhill and Dismiss Current Director Jun Makihara 10.5 Appoint Shareholder Nominee Ben Against Against Shareholder Adamson and Dismiss Current Director Lucio Noto 10.6 Appoint Shareholder Nominee Daniel Against Against Shareholder Tafur as Director 10.7 Appoint Shareholder Nominee Fabio Against Against Shareholder Lopze Ceron as Director 10.8 Disapprove Any Proposed Dismissal or For For Management Appointmet as Proposed under Items 10. 1-10.7 11.1 Indicate Juan Carlos Garcia Centeno, Against Against Shareholder Peter K. Drew, David Burns, Christopher Weterhill, Benjamin Adamson, Daniel Tafur, and Fabio Lopez Ceron as Independent Directors 11.2 Disapprove of Indicating the For For Management Shareholder Nominees as Independent Directors 12.1 Approve Remuneration of Shareholder Against Against Shareholder Nominees as Executive Directors 12.2 Disapprove of Shareholder Proposal For For Management Made under Item 12.1 -------------------------------------------------------------------------------- TEXAS INSTRUMENTS INCORPORATED Ticker: TXN Security ID: 882508104 Meeting Date: APR 18, 2013 Meeting Type: Annual Record Date: FEB 19, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Ralph W. Babb, JR. For For Management 1b Elect Director Mark A. Blinn For For Management 1c Elect Director Daniel A. Carp For For Management 1d Elect Director Carrie S. Cox For For Management 1e Elect Director Pamela H. Patsley For For Management 1f Elect Director Robert E. Sanchez For For Management 1g Elect Director Wayne R. Sanders For For Management 1h Elect Director Ruth J. Simmons For For Management 1i Elect Director Richard K. Templeton For For Management 1j Elect Director Christine Todd Whitman For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- THE BANK OF NEW YORK MELLON CORPORATION Ticker: BK Security ID: 064058100 Meeting Date: APR 09, 2013 Meeting Type: Annual Record Date: FEB 11, 2013 # 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. 'Ted' Kelly For For Management 1.5 Elect Director Richard J. Kogan For For Management 1.6 Elect Director Michael J. Kowalski For For Management 1.7 Elect Director John A. Luke, Jr. For For Management 1.8 Elect Director Mark A. Nordenberg For For Management 1.9 Elect Director Catherine A. Rein For For Management 1.10 Elect Director William C. Richardson For For Management 1.11 Elect Director Samuel C. Scott, III For For Management 1.12 Elect Director Wesley W. von Schack For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- THE GOLDMAN SACHS GROUP, INC. Ticker: GS Security ID: 38141G104 Meeting Date: MAY 23, 2013 Meeting Type: Annual Record Date: MAR 25, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Lloyd C. Blankfein For For Management 2 Elect Director M. Michele Burns For For Management 3 Elect Director Gary D. Cohn For For Management 4 Elect Director Claes Dahlback For For Management 5 Elect Director William W. George For For Management 6 Elect Director James A. Johnson For Against Management 7 Elect Director Lakshmi N. Mittal For For Management 8 Elect Director Adebayo O. Ogunlesi For For Management 9 Elect Director James J. Schiro For For Management 10 Elect Director Debora L. Spar For For Management 11 Elect Director Mark E. Tucker For For Management 12 Elect Director David A. Viniar For For Management 13 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 14 Approve Omnibus Stock Plan For For Management 15 Ratify Auditors For For Management 16 Establish Board Committee on Human Against Against Shareholder Rights 17 Report on Lobbying Payments and Policy Against Against Shareholder 18 Adopt Proxy Access Right Against Against Shareholder 19 Employ Investment Bank to Explore Against Against Shareholder Alternatives to Maximize Shareholder Value -------------------------------------------------------------------------------- WELLS FARGO & COMPANY Ticker: WFC Security ID: 949746101 Meeting Date: APR 23, 2013 Meeting Type: Annual Record Date: FEB 26, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director John D. Baker, II For For Management 1b Elect Director Elaine L. Chao For For Management 1c Elect Director John S. Chen For For Management 1d Elect Director Lloyd H. Dean For For Management 1e Elect Director Susan E. Engel For For Management 1f Elect Director Enrique Hernandez, Jr. For For Management 1g Elect Director Donald M. James For For Management 1h Elect Director Cynthia H. Milligan For For Management 1i Elect Director Federico F. Pena For For Management 1j Elect Director Howard V. Richardson For For Management 1k Elect Director Judith M. Runstad For For Management 1l Elect Director Stephen W. Sanger For For Management 1m Elect Director John G. Stumpf For For Management 1n Elect Director Susan G. Swenson For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Ratify Auditors For For Management 5 Require Independent Board Chairman Against Against Shareholder 6 Report on Lobbying Payments and Policy Against Against Shareholder 7 Review Fair Housing and Fair Lending Against Against Shareholder Compliance ========== END NPX REPORT