-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D+RB0t0M6Frvp9ovS4IMfdxdFFw9A2eN6fuNGmPHNV0BFnJKF6EYCdGNZGSDniId 91zXSWnUBY5nKJ0QmLjlAQ== 0000950134-07-018630.txt : 20070821 0000950134-07-018630.hdr.sgml : 20070821 20070821125628 ACCESSION NUMBER: 0000950134-07-018630 CONFORMED SUBMISSION TYPE: N-PX PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070630 FILED AS OF DATE: 20070821 DATE AS OF CHANGE: 20070821 EFFECTIVENESS DATE: 20070821 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERIDIAN FUND INC CENTRAL INDEX KEY: 0000745467 IRS NUMBER: 680024203 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: N-PX SEC ACT: 1940 Act SEC FILE NUMBER: 811-04014 FILM NUMBER: 071070127 BUSINESS ADDRESS: STREET 1: 60 E SIR FRANCIS DRAKE BLVD STREET 2: SUITE 306 CITY: LARKSPUR STATE: CA ZIP: 94939 BUSINESS PHONE: 4154616237 MAIL ADDRESS: STREET 1: 60 E SIR FRANCIS DRAKE BLVD STREET 2: SUITE 306 CITY: LARKSPUR STATE: CA ZIP: 94939 FORMER COMPANY: FORMER CONFORMED NAME: MERIDIAN FUND INC/NEW DATE OF NAME CHANGE: 19920703 0000745467 S000001461 MERIDIAN EQUITY INCOME FUND C000003881 MERIDIAN EQUITY INCOME FUND MEIFX 0000745467 S000001462 MERIDIAN GROWTH FUND C000003882 MERIDIAN GROWTH FUND MERDX 0000745467 S000001463 MERIDIAN VALUE FUND C000003883 MERIDIAN VALUE FUND MVALX N-PX 1 f33191nvpx.txt FORM N-PX ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-4014 Exact name of registrant as specified in charter: MERIDIAN FUND, INC. 60 E. SIR FRANCIS DRAKE BLVD., STE. 306, LARKSPUR, CA. 94939 ------------------------------------------------------------ (Address of principal executive offices) GREGG B. KEELING ASTER INVESTMENT MANAGEMENT, INC. 60 E. SIR FRANCIS DRAKE BLVD., STE. 306 LARKSPUR, CA. 94939 ------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: (415) 461-8770 Date of fiscal year end: JUNE 30, Date of reporting period: JULY 1, 2006 - JUNE 30, 2007 Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (ss.ss. 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507. ================================================================================ ITEM 1. PROXY VOTING RECORD: Appended hereto as Exhibit A is the following information indicating for each matter relating to a portfolio security owned by the Registrant considered at any shareholder meeting held during the twelve month period ended June 30, 2007 with respect to which the Registrant was entitled to vote: (a). The name of the issuer of the portfolio security; (b). The exchange ticker symbol of the portfolio security; (c). The Council on Uniform Securities Identification Procedures ("CUSIP") number for the portfolio security; (d). The shareholder meeting date; (e). A brief identification of the matter voted on; (f). Whether the Registrant cast its vote on the matter; (g). How the Registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and (h). Whether the matter was proposed by the issuer or by a security holder; (i). Whether the Registrant cast its vote for or against management. 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): MERIDIAN FUND, INC. By (Signature and Title)*: /s/ Gregg B. Keeling --------------------------------------- Gregg B. Keeling, CFO / PROXY MANAGER Date: AUGUST 17 , 2007 * Print the name and title of each signing officer under his or her signature. MERIDIAN EQUITY INCOME FUND
(h), (i) I= PROPOSED BY ISSUER S=PROPOSED BY SHAREHOLDER W=VOTE CAST WITH MANAGEMENT A=VOTE CAST AGAINST MANAGEMENT (a) (b) (c) (d) (e) (f) (g) NA=VOTE CAST-NO MGMT COMPANY NAME TICKER CUSIP MEETING DATE DESCRIPTION OF MATTER VOTED ON VOTED VOTE CAST RECOMMENDATION - ------------------------------ ------ --------- ------------ --------------------------------- ----- --------- --------------------- BellSouth Corp. BLS 079860102 7/21/2006 Agreement and plan of merger, Dated as of March 4,2006 as of March 4,2006, as amended, among BellSouth, AT&T Inc. and a wholly owned subsidiary of AT&T Inc. yes for i,w Regions Financial Corp. RF 7591EP100 10/3/2006 Adopt the agreement and plan of merger between Regions Financial Corporation and Amsouth Bancorporation, dated as of 5/24/2006 yes for i,w Approve the adjournment of the Regions special, if necessary or appropriate, to solicit additional proxies. yes for i,w RPM International Inc. RPM 749685103 10/5/2006 Election of directors yes for all i,w Approve and adopt the 2007 Restricted Stock Plan yes for i,w Approve and adopt the 2007 Incentive Compensation Plan yes for i,w Briggs & Stratton Corp. BGG 109043109 10/18/2006 Election of directors yes for all i,w Ratification of Pricewaterhousecoopers as independent auditor yes for i,w Ratification of the Rights Agreement as amended by the Board of Directors on 8/9/06 yes for i,w Emerson Electric CO. EMR 291011104 2/6/2007 Election of directors yes for all i,w Ratify KPMG LLP as independent registered public accounting firm yes for i,w Waddell & Reed Financial, Inc. WDR 930059100 4/11/2007 Election of directors yes for all i,w Approve an amendment to the stock incentive plan, as amended and restated, to eliminate (1) the company's ability to issue incentive stock options, (2) the ten-year term of the plan and (3) the company's ability to add back to the pool of shares reserved for issuance under the plan yes against i,a Ratify KPMG LLP as independent registered public accounting firm for fiscal year 2007 yes for i,w Carnival Corporation CCL 143658300 4/16/2007 Election of directors yes for all i,w Re-appoint independent auditors and ratify selection of independent accounting firm yes for i,w Authorize the audit committee to agree to the renumeration of independent auditors yes for i,w Receive the accounts and reports for the fiscal year ended 11/30/06 yes for i,w Approve Director's remuneration report yes for i,w Approve limits on the authority to allot shares yes against i,a Approve the disapplication of pre-emption rights yes against i,a Approve a general authority to buy back ordinary shares in the open market yes for i,w Approve electronic communications with shareholders yes for i,w Sonoco Products Company SON 835495102 4/18/2007 Election of directors yes for all i,w Ratify selection of independent registered public accounting firm yes for i,w Regions Financial Corp. RF 7591EP100 4/19/2007 Election of directors yes for all i,w Ratify selection of independent registered public accounting firm yes for i,w Declassification amendment yes for i,w P P G Industries PPG 693506107 4/19/2007 Election of directors yes for all i,w Endorse appointment of independent registered public accounting firm for 2007 yes for i,w Implement a majority vote standard for the election of Directors in uncontested elections, retaining a plurality vote standard in contested elections. yes against i,a Eliminate cumulative voting in all elections of Directors yes for i,w Shareholder proposal related to future severance agreements with senior executives yes against s,w Genuine Parts Company GPC 372460105 4/23/2007 Election of directors yes for all i,w Amend the amended and restated articles of incorporation to eliminate all shareholder supermajority voting provisions yes for i,w Ratify the selection of independent auditors for fiscal year ending 12/31/2007 yes for i,w VF Corp. VFC 918204108 4/24/2007 Election of directors yes for all i,w Approval of amendment and reinstatement of 1998 stock compensation plan yes against i,a Ratify the selection of independent accounting firm for fiscal year ending 12/29/2007 yes for i,w Stanley Works SWK 854616109 4/25/2007 Election of directors yes for all i,w Approve independent auditors for the year 2007 yes for i,w Shareholder proposal urging Directors to require all Directors be elected annually yes for s,a E.I. du Pont De Nemours & Co. DD 263534109 4/25/2007 Election of directors yes for all i,w Ratify independent registered public accounting firm yes for i,w On DuPont equity and incentive plan yes against i,a On genetically modified food yes against s,w On plant closure yes against s,w On report on PFOA yes against s,w On costs yes against s,w On global warming yes against s,w On chemical facility security yes against s,w
(h), (i) I= PROPOSED BY ISSUER S=PROPOSED BY SHAREHOLDER W=VOTE CAST WITH MANAGEMENT A=VOTE CAST AGAINST MANAGEMENT (a) (b) (c) (d) (e) (f) (g) NA=VOTE CAST-NO MGMT COMPANY NAME TICKER CUSIP MEETING DATE DESCRIPTION OF MATTER VOTED ON VOTED VOTE CAST RECOMMENDATION - ------------------------------ ------ --------- ------------ --------------------------------- ----- --------- --------------------- Willis Group Holdings Limited WSH G96655108 4/25/2007 Election of directors yes for all i,w Reappoint independent auditors yes for i,w Chevron Corp. CVX 166764100 4/25/2007 Election of directors yes for all i,w Ratify independent registered public accounting firm yes for i,w Amend Chevron's restated certificate of Incorporation to repeal the supermajority vote provisions yes for i,w Adopt policy and report on human rights yes against s,w Adopt goals and report on greenhouse gas emissions yes against s,w Adopt policy and report on animal welfare yes against s,w Recommend amendment to the by-laws to separate the CEO/Chairman positions yes against s,w Amend the by-laws regarding the stockholder rights plan policy yes against s,w Report on host country environmental laws yes against s,w Avery Dennison Corporation AVY 053611109 4/26/2007 Election of directors yes for all i,w Ratify independent auditors for fiscal year ending 12/31/07 yes for i,w Johnson & Johnson JNJ 478160104 4/26/2007 Election of directors yes for all i,w Ratify independent registered public accounting firm yes for i,w Majority voting requirements for director nominees yes against s,w Supplemental retirement plan yes against s,w Diebold, Incorporated DBD 253651103 4/26/2007 Election of directors yes for all i,w Ratify independent auditors for the year 2007 yes for i,w Amendments to the amended code of regulations relating to: modernization and clarification of existing code yes for i,w Amendments to the amended code of regulations relating to: a new NYSE requirement regarding uncertified shares yes for i,w Amendments to the amended code of regulations relating to: indemnification of officers and directors yes against i,a Amendments to the amended code of regulations relating to: notice of shareholder proposals yes against i,a Amendments to the amended code of regulations relating to: permitting the board to amend the code to the extent permitted by law yes against i,a To consider other such matters as may come before the board or any adjournment or postponement yes for i,w AT & T Inc. T 00206R102 4/27/2007 Election of directors yes for all i,w Ratify independent auditors yes for i,w Approve the AT&T severance policy yes for i,w Proposal A yes against s,w Proposal B yes against s,w Proposal C yes against s,w Proposal D yes against s,w Proposal E yes against s,w Bemis Company, Inc. BMS 081437105 5/3/2007 Election of directors yes for all i,w Ratify independent registered public accounting firm yes for i,w Vote upon the stockholder proposal on compensation report if properly presented at meeting yes against s,w Autoliv Inc. ALV 052800109 5/3/2007 Election of directors yes for all i,w Approval of independent auditors yes for i,w Waste Management, Inc. WMI 94106L109 5/4/2007 Election of directors yes for all i,w Ratify independent registered public accounting firm for 2007 yes for i,w Hubbell Inc. HUB.B 443510201 5/7/2007 Election of directors yes for all i,w Ratify independent registered public accounting firm for year 2007 yes for i,w Rohm and Haas Co. ROH 775371107 5/7/2007 Election of directors yes for all i,w Ratify independent registered public accounting firm for 2007 yes for i,w 3M Co. MMM 88579Y101 5/8/2007 Election of directors yes for all i,w Ratify independent registered public accounting firm yes for i,w Amend the restated certificate of incorporation to eliminate supermajority vote requirements yes for i,w Amend the restated certificate of incorporation to eliminate the fair price provision yes for i,w Approval of annual executive incentive plan yes for i,w Approval of the material terms of the performance criteria under the performance unit plan yes for i,w Executive compensation based on the performance of peer companies yes against s,w
(h), (i) I= PROPOSED BY ISSUER S=PROPOSED BY SHAREHOLDER W=VOTE CAST WITH MANAGEMENT A=VOTE CAST AGAINST MANAGEMENT (a) (b) (c) (d) (e) (f) (g) NA=VOTE CAST-NO MGMT COMPANY NAME TICKER CUSIP MEETING DATE DESCRIPTION OF MATTER VOTED ON VOTED VOTE CAST RECOMMENDATION - ------------------------------ ------ --------- ------------ --------------------------------- ----- --------- --------------------- Newell Rubbermaid Inc. NWL 651229106 5/8/2007 Election of directors yes for all i,w Ratify independent registered public accounting firm for 2007 yes for i,w Approval to adopt simple majority vote yes against s,w Approval to adopt director election majority vote standard yes for s,a Leggett & Platt LEG 524660107 5/9/2007 Election of directors yes for all i,w Ratify independent registered public accounting firm for fiscal year ending 12/31/07 yes for i,w Addition of sexual orientation to written non-discrimination policy yes against s,w Mercury General Corp. MCY 589400100 5/9/2007 Election of directors yes for all i,w United Parcel Service Inc. UPS 911312106 5/10/2007 Election of directors yes for all i,w Ratify independent registered public accounting firm for fiscal year ending 12/31/07 yes for i,w Lincoln National Corp. LNC 534187109 5/10/2007 Election of directors yes for all i,w Ratify independent registered public accounting firm yes for i,w Approve an amendment and restatement of the amended and restated incentive compensation plan yes against i,a Approve stock option plan for non-employee directors yes against i,a Reynolds American RAI 761713106 5/11/2007 Election of directors yes for all i,w Amend Articles of Incorporation to increase number of shares of common stock yes for i,w Ratify independent auditors yes for i,w Comerica Incorporated CMA 200340107 5/15/2007 Election of directors yes for all i,w Ratify appointment of independent auditors yes for i,w Preparation of a sustainability report yes against s,w Intel Corp. INTC 458140100 5/16/2007 Election of directors yes for all i,w Ratify appointment of independent registered public accounting firm yes for i,w Amendment and extension of 2006 equity incentive plan yes against i,a Approval of 2007 executive officer incentive plan yes for i,w Proposal requesting limitation on executive compensation yes against i,s Mattel Inc. MAT 577081102 5/18/2007 Election of directors yes for all i,w Ratify appointment of independent registered public accounting firm yes for i,w Adoption of director election majority voting standard and stockholder approval of amendment to the certificate of incorporation eliminating cumulative voting yes for i,w Approval of incentive plan and terms of its performance goals yes for i,w Proposal regarding compensation of the top five members of management yes against s,w Proposal to separate the roles of CEO and chairman yes against s,w Proposal regarding certain reports by the board of directors yes against s,w Proposal regarding pay-for-superior-performance yes against s,w Limited Brands, Inc. LTD 532716107 5/21/2007 Election of directors yes for all i,w Ratify appointment of independent registered public accountants yes for i,w Approval of 2007 cash incentive compensation performance plan yes for i,w Declassification of the board yes for s,a R.R. Donnelley & Sons Company RRD 257867101 5/24/2007 Election of directors yes for all i,w Ratify auditors yes for i,w Approval of amendments to the restated Certificate of Incorporation eliminating the classified structure of the board of directors yes for i,w Approval of amendments to the restated Certificate of Incorporation eliminating supermajority vote requirements for mergers, consolidations or asset sales yes for i,w Proposal to adopt UN global compact yes against s,w Proposal to eliminate the classified structure of the board of directors yes against s,w
MERIDIAN VALUE FUND
(h), (i) I= PROPOSED BY ISSUER S=PROPOSED BY SHAREHOLDER W=VOTE CAST WITH MANAGEMENT A=VOTE CAST AGAINST MANAGEMENT (a) (b) (c) (d) (e) (f) (g) NA=VOTE CAST-NO MGMT COMPANY NAME TICKER CUSIP MEETING DATE DESCRIPTION OF MATTER VOTED ON VOTED VOTE CAST RECOMMENDATION - ------------------------------ ------ --------- ------------ --------------------------------- ----- --------- --------------------- Xilinx, Inc. XLNX 983919101 7/26/2006 Election of directors yes for all i,w Ratify and approve an amendment to the company's 1990 employee stock purchase plan to increase the numbers of shares reserved for issuance thereunder by 2,000,000 shares yes for i,w Proposal to approve the 2007 Equity Incentive Plan and to authorize 10,000,000 shares to be reserved for issuance thereunder. yes against i,a Ratify Ernst & Young LLP as external auditors. yes for i,w The Jean Coutu Group, Inc. PJC.A 47215Q104 9/19/2006 (TSX) Election of directors yes for all i,w Appoint Deloitte & Touche LLP as auditors yes for i,w Amend stock option plan yes against i,a Tektronix, Inc. TEK 879131100 9/21/2006 Election of directors yes for all i,w Ratify Deloitte & Touche LLP as independent auditors yes for i,w Regions Financial Corp. RF 7591EP100 10/3/2006 Adopt the agreement and plan of merger between Regions Financial Corporation and Amsouth Bancorporation, dated as of 5/24/2006 yes for i,w Approve the adjournment of the Regions special, if necessary or appropriate, to solicit additional proxies. yes for i,w Ruby Tuesday Inc. RI 781182100 10/11/2006 Election of directors yes for all i,w Amend stock incentive plan and deferred compensation plan for Directors (The Directors Plan) yes against i,a Approve an amendment to the 2003 Stock Incentive Plan (Formerly known as the 1996 Non-Executive Stock Incentive Plan) (The 2003 SIP) Approve an amendment to the stock incentive and deferred compensation plan (Formerly known as the 1998 Non-Executive Stock Incentive Plan)(The 2003 SIP) yes against i,a Ratify KPMG LLP as independent registered public accounting firm for the fiscal year ending 6/5/07 yes for i,w Sysco Corp. SYY 871829107 11/6/2006 Election of directors yes for all i,w Ratify Ernst & Young as independent accountants for the fiscal year 2007 yes for i,w Proposal requesting that the Board of Directors implement a majority vote policy yes against s,na BearingPoint Inc. BE 074002106 12/14/2006 *********Received proxy after voting cut-off date******** Election of directors no for all i,w Approve the amended and reinstated BearingPoint Inc. 2000 long-term incentive plan no for i,a Ratify PricewaterhouseCOopers as independent registered accounting firm no for i,w Western Digital Corporation WDC 958102105 2/6/2007 Election of directors yes for all i,w Appointment of KPMG LLP as independent accounting firm yes for all i,w AmerisourceBergen Corp. ABC 03073E105 2/16/2007 Election of directors yes for all i,w Ratify appointment of independent registered public accounting firm yes for i,w ABM Industries Inc. ABM 000957100 3/6/2007 Election of directors yes for all i,w Ratify KPMG LLP as ABM Industries Incorporated's independent registered public accounting firm yes for i,w Cabot Corp. CBT 127055101 3/8/2007 Election of directors yes for all i,w Ratify Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending 9/30/07 yes for i,w Approve short-term incentive compensation plan yes against i,a Analog Devices Inc. ADI 032654105 3/13/2007 Election of directors yes for all i,w Ratify Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending 11/3/07 yes for i,w Shareholder proposal on performance based stock option grants to senior executives yes against s,w Shareholder proposal relating to majority voting in Director elections yes against s,w Spartech Corp. SHE 847220209 3/14/2007 Election of directors yes for all i,w Ratify appointment of independent registered public accounting firm yes for i,w Shareholder proposal urging Board of Directors to eliminate the classification of Directors and require all Directors stand for election annually if properly presented at the meeting yes for s,a
(h), (i) I= PROPOSED BY ISSUER S=PROPOSED BY SHAREHOLDER W=VOTE CAST WITH MANAGEMENT A=VOTE CAST AGAINST MANAGEMENT (a) (b) (c) (d) (e) (f) (g) NA=VOTE CAST-NO MGMT COMPANY NAME TICKER CUSIP MEETING DATE DESCRIPTION OF MATTER VOTED ON VOTED VOTE CAST RECOMMENDATION - ------------------------------ ------ --------- ------------ --------------------------------- ----- --------- --------------------- Dynegy Inc. DYN 26816Q101 3/29/2007 Adopt the merger agreement by and among Dynegy inc., Dynegy Acquisition Inc., Falcon Merger Sub Co., LSP Gen Investors, L.P., LS Power Partners, L.P., LS Power Equity Partners PIE I, L.P., LS Power Equity Partners, L.P. and LS Power associates, L.P. and approve the merger of Merger Sub with and into Dynegy Inc. yes for i,w Regions Financial Corp. RF 7591Ep100 4/19/2007 Election of directors yes for all i,w Ratify selection of independent registered public accounting firm yes for i,w Declassification amendment yes for i,w Hawaiian Electric Industries, Inc. HE 419870100 4/24/2007 Election of directors yes for all i,w Ratify independent registered public accounting firm yes for i,w Anheuser-Busch Cos., Inc. BUD 035229103 4/25/2007 Election of directors yes for all i,w Approval of 2007 equity and incentive plan yes against i,a Approval of global employee stock purchase plan yes for i,w Approval of independent registered public accounting firm yes for i,w Stockholder proposal concerning a report on charitable contributions yes against s,w Willis Group Holdings Limited WSH G96655108 4/25/2007 Election of directors yes for all i,w Reappoint independent auditors yes for i,w Unisys Corp. UIS 909214108 4/26/2007 Election of directors yes for all i,w Ratify independent registered public accounting firm yes for i,w Approve the Unisys Corporation 2007 long-term incentive and equity compensation plan yes against i,a Political contributions yes against s,w Sustainability report yes against s,w Kimberly-Clark Corp. KMB 494368103 4/26/2007 Election of directors yes for all i,w Approval of auditors yes for i,w Amended and restated certificate of incorporation to eliminate the classified board of directors and to make certain technical changes yes for i,w Supermajority voting yes against s,w Adoption of global human rights standard based on international labor conventions yes against s,w Request for report on phasing out use of non-fsc certified fiber yes against s,w Diebold, Incorporated DBD 253651103 4/26/2007 Election of directors yes for all i,w Ratify independent auditors for the year 2007 yes for i,w Amendments to the amended code of regulations relating to: modernization and clarification of existing code yes for i,w Amendments to the amended code of regulations relating to: a new NYSE requirement regarding uncertified shares yes for i,w Amendments to the amended code of regulations relating to: indemnification of officers and directors yes against i,a Amendments to the amended code of regulations relating to: notice of shareholder proposals yes against i,a Amendments to the amended code of regulations relating to: permitting the board to amend the code to the extent permitted by law yes against i,a To consider other such matters as may come before the board or any adjournment or postponement yes for i,w Beckman Coulter, Inc. BEC 075811109 4/27/2007 Election of directors yes for all i,w Approval of the 2007 long-term performance plan yes against i,a XL Capital Ltd. XL G98255105 4/27/2007 Election of directors yes for all i,w Ratify independent public accounting firm for the fiscal year ending 12/31/07 yes for i,w Stewart Information Services Corp. STC 860372101 4/27/2007 Election of directors yes for all i,w Amendment of the 2005 long-term incentive plan yes against i,a
(h), (i) I= PROPOSED BY ISSUER S=PROPOSED BY SHAREHOLDER W=VOTE CAST WITH MANAGEMENT A=VOTE CAST AGAINST MANAGEMENT (a) (b) (c) (d) (e) (f) (g) NA=VOTE CAST-NO MGMT COMPANY NAME TICKER CUSIP MEETING DATE DESCRIPTION OF MATTER VOTED ON VOTED VOTE CAST RECOMMENDATION - ------------------------------ ------ --------- ------------ --------------------------------- ----- --------- --------------------- Apartment Investment and Management Co. AIV 03748R101 4/30/2007 ******Received proxy after voting cut-off date****** Election of directors no for all i,w Ratify independent registered public accounting firm no for i,w Approve the 2007 stock award and incentive plan no against i,a Approve the 2007 employee stock purchase plan no for i,w Baxter International, Inc. BAX 071813109 5/1/2007 Election of directors yes for all i,w Ratify independent registered public accounting firm yes for i,w Approval of 2007 incentive plan yes against i,a Barrick Gold Corp. ABX 067901108 5/2/2007 Election of directors yes for all i,w Approval of auditors yes for i,w Resolution approving amendment of the stock option plan (2004) yes against i,a TECO Energy, Inc. TE 872375100 5/2/2007 Election of directors yes for all i,w Ratify independent auditor yes for i,w Nokia Corporation NOK 654902204 5/3/2007 Election of directors yes for all i,w Approval of income statements and balance sheets yes for i,w Approval of a dividend of Eur 0.43 per share yes for i,w Approval of the discharge of the chairman, the members of the board of directors and the president from liability yes against i,a Approval of amendment of the articles of association yes for i,w Approval of renumeration to be paid to members of the board yes for i,w Approval of the composition of the board of directors yes for i,w Approval of renumeration to auditor yes for i,w Re-elect auditors for fiscal year 2007 yes for i,w Approval of grant of stock options to selected personnel yes against i,a Approval of reduction of share issue premium yes for i,w Approval of proposal of board on recording of subscription price for shares issued based on stock options yes for i,w Approval of authorization to board on issuance of shares and special rights entitling to shares yes against i,a Authorization of board to repurchase Nokia shares yes for i,w Mark "for" box if you wish Nokia's legal counsels to vote on your behalf yes abstain i,na Avon Products, Inc. AVP 054303102 5/3/2007 Election of directors yes for all i,w Ratify independent registered public accounting firm yes for i,w Amendments to restated certificate of corporation and by-laws yes for i,w Resolution regarding benchmarking of incentive compensation goals against peer group performance yes against s,w Apria Healthcare Group Inc. AHG 037933108 5/4/2007 Election of directors yes for all i,w Ratify independent registered public accounting firm for fiscal year ending 12/31/07 yes for i,w Waste Management, Inc. WMI 94106L109 5/4/2007 Election of directors yes for all i,w Ratify independent registered public accounting firm for 2007 yes for i,w International Flavors & Fragrances, Inc. IFF 4549506101 5/8/2007 Election of directors yes for all i,w Ratify independent registered public accounting firm for 2007 yes for i,w Reapprove business criteria used for setting performance goals under the 2000 stock award and incentive plan yes against i,a Charles Rivers Laboratories International, Inc. CRL 159864107 5/8/2007 Election of directors yes for all i,w Approve 2007 incentive plan authorizing issuance of up to 6,300,000 shares of common stock yes against i,a Ratify independent registered public accountants for fiscal year ending 12/29/07 yes for i,w
(h), (i) I= PROPOSED BY ISSUER S=PROPOSED BY SHAREHOLDER W=VOTE CAST WITH MANAGEMENT A=VOTE CAST AGAINST MANAGEMENT (a) (b) (c) (d) (e) (f) (g) NA=VOTE CAST-NO MGMT COMPANY NAME TICKER CUSIP MEETING DATE DESCRIPTION OF MATTER VOTED ON VOTED VOTE CAST RECOMMENDATION - ------------------------------ ------ --------- ------------ --------------------------------- ----- --------- --------------------- Progress Energy Inc. PGN 743263105 5/9/2007 Election of directors yes for all i,w Ratify independent registered public accounting firm for 2007 yes for i,w Approval of the 2007 equity incentive plan yes against I,a Entegris, Inc. ENTG 29362U104 5/9/2007 Election of directors yes for all i,w Mine Safety Appliances Co. MSA 602720104 5/10/2007 Election of directors yes for all i,w Ratify independent registered public accounting firm yes for i,w Healthcare Realty Trust, Inc. HR 421946104 5/15/2007 Election of directors yes for all i,w Act on a proposed 2007 employees stock incentive plan yes for i,w Ratify appointment of independent auditors yes for i,w Rent-A-Center Inc. RCII 76009N100 5/15/2007 Election of directors yes for all i,w Ratify appointment of independent auditors yes for i,w Alltel Corporation AT 020039103 5/15/2007 Election of directors yes for all i,w Ratify appointment of independent auditors yes for i,w JPMorgan Chase and Co. JPM 46625H100 5/15/2007 Election of directors yes for all i,w Appointment of independent registered public accounting firm yes for i,w Stock options yes for s,a Performance-based restricted stock yes against s,w Executive compensation plan yes against s,w Separate chairman yes against s,w Cumulative voting yes against s,w Majority voting for directors yes against s,w Political contribution report yes against s,w Slavery apology report yes against s,w Avid Technology, Inc. AVID 05367P100 5/16/2007 Election of directors yes for all i,w Ratify independent registered public accounting firm yes for i,w Consider other business as may come before the meeting or any adjournment thereof yes for i,w Tuesday Morning, Inc. TUES 899035505 5/16/2007 Election of directors yes for all i,w Ratify appointment of independent registered public accounting firm yes for i,w Safeway Inc. SWY 786514208 5/16/2007 Election of directors yes for all i,w Approval of 2007 equity and incentive award plan yes against i,a Approval of amended and restated Capital Performance Bonus Plan for Executive Officers and Key employees yes for i,w Ratify appointment of independent registered public accounting firm yes for i,w Cumulative voting yes against s,w Independent Director serve as Chairman of Board yes against s,w Labeling of products of cloning or genetic engineering yes against s,w Sustainability report yes against s,w Report on "controlled atmosphere killing" yes against s,w Liz Claiborne LIZ 539320101 5/17/2007 Election of directors yes for all i,w Ratify appointment of independent registered public accounting firm yes for i,w Stockholder proposal to amend governance documents to provide majority vote standard for the election of directors yes for s,a Schering-Plough Corp. SGP 806605101 5/18/2007 Election of directors yes for all i,w Ratify designation of Deloitte & Touche LLP as auditors for 2007 yes for i,w Amend Certificate of Incorporation and By-Laws to reduce shareholder supermajority vote requirements to a majority vote yes for i,w Amend Certificate of Incorporation to elect directors by a majority vote rather than a plurality vote yes for i,w Proposal relating to equity grants yes against s,w
(h), (i) I= PROPOSED BY ISSUER S=PROPOSED BY SHAREHOLDER W=VOTE CAST WITH MANAGEMENT A=VOTE CAST AGAINST MANAGEMENT (a) (b) (c) (d) (e) (f) (g) NA=VOTE CAST-NO MGMT COMPANY NAME TICKER CUSIP MEETING DATE DESCRIPTION OF MATTER VOTED ON VOTED VOTE CAST RECOMMENDATION - ------------------------------ ------ --------- ------------ --------------------------------- ----- --------- --------------------- Thoratec Corp. THOR 885175307 5/18/2007 Election of directors yes for all i,w Ratify appointment of independent auditors for year ending December 29, 2007 yes for i,w Sealed Air Corp. SEE 81211K100 5/18/2007 Election of directors yes for all i,w Ratify appointment of independent auditor for year ending December 29, 2007 yes for i,w Pactiv Corp. PTV 695257105 5/18/2007 Election of directors yes for all i,w Ratify selection of independent public accountants yes for i,w AMVESCAP PLC AVZ 03235E100 5/23/2007 To receive and adopt the accounts and reports of the directors and auditors yes for i,w To receive and adopt the report on remuneration yes for i,w To declare a final dividend yes for i,w Re-election of Mr Joseph R Canion as director yes for i,w Re-election of Mr Edward Lawrence as director yes for i,w Re-election of Mr James Robertson as director yes for i,w Reappoint auditors and authorize remuneration yes for i,w Approve the change of name (special resolution) yes for i,w Authorize the directors to allot shares pursuant to section 80 of the Companies Act 1985 yes against i,a Disapply statutory pre-emption rights pursuant to section 95 of the companies act 1985 (special resolution) yes against i,a Renew the authority to make market purchases of its own ordinary shares (special resolution) yes for i,w Approve the amendments to the articles of association (special resolution) yes for i,w Approve the amendment to article 96.1 of the articles of association yes for i,w Blount international Inc. BLT 095180105 5/24/2007 Election of directors yes for all i,w Ratify appointment of independent registered public accounting firm yes for i,w Zebra Technologies Corporation ZBRA 989207105 5/24/2007 Election of directors yes for all i,w Ratify independent auditors yes for i,w Annaly Capital Management, Inc. NLY 035710409 5/24/2007 Election of directors yes for all i,w Ratify appointment of independent registered public accounting firm yes for i,w Bunge Ltd. BG G16962105 5/25/2007 Election of directors yes for all i,w Appoint independent auditors and authorize Audit Committee to determine independent auditor's fees yes for i,w Approve the 2007 non-employee directors equity incentive plans yes against i,a GlobalSanteFe Corp. GSF G3930E101 6/7/2007 Election of directors yes for all i,w Ratify appointment of independent auditor yes for i,w Cognos Inc. COGN 19244C109 6/21/2007 Election of directors yes for all i,w Ratify appointment of independent registered public accounting firm yes for i,w Approval of an ordinary resolution to amend the 2003-2016 stock option plan to reserve an additional 1,000,000 common shares for awards under the 2003 option plan yes against i,a Approval of an ordinary resolution to amend the amendment provision (section 17) of the 2003 option plan yes against i,a
MERIDIAN GROWTH FUND
(h), (i) I= PROPOSED BY ISSUER S=PROPOSED BY SHAREHOLDER W=VOTE CAST WITH MANAGEMENT A=VOTE CAST AGAINST MANAGEMENT (a) (b) (c) (d) (e) (f) (g) NA=VOTE CAST-NO MGMT COMPANY NAME TICKER CUSIP MEETING DATE DESCRIPTION OF MATTER VOTED ON VOTED VOTE CAST RECOMMENDATION - ------------------------------ ------ --------- ------------ --------------------------------- ----- --------- --------------------- Steris Corp. STE 859152100 7/26/2006 Election of directors yes for all i,w 2006 long-term equity incentive plan yes against i,a Ratify Ernst & Young LLP as external auditors. yes for i,w Airgas,Inc. ARG 009363102 8/9/2006 Election of directors yes for all i,w Approve the 2006 Equity Incentive Plan yes against i,a Amended and restated 2003 employee stock purchase plan yes for i,w Ratify KPMG LLP as independent registered public accounting firm yes for i,w Filenet Corp. FILE 316869106 10/3/2006 Approve and adopt the agreement and plan of merger dated as of 8/9/06 by and among Filenet Corporation, International Business Machines Corp. and Nassau Acquisition Corp. yes for i,w Approve the adjournment of the special meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the meeting to adopt the merger agreement yes for i,w RPM International Inc. RPM 749685103 10/5/2006 Election of directors yes for all i,w Approve and adopt the 2007 Restricted Stock Plan yes for i,w Approve and adopt the 2007 Incentive Compensation Plan yes for i,w Ruby Tuesday Inc. RI 781182100 10/11/2006 Election of directors yes for all i,w Amend stock incentive plan and deferred compensation plan for Directors (The Directors Plan) yes against i,a Approve an amendment to the 2003 Stock Incentive Plan (Formerly known as the 1996 Non-Executive Stock Incentive Plan) (The 2003 SIP) Approve an amendment to the stock incentive and deferred compensation plan (Formerly known as the 1998 Non-Executive Stock Incentive Plan)(The 2003 SIP) yes against i,a Ratify KPMG LLP as independent registered public accounting firm for the fiscal year ending 6/5/07 yes for i,w Cognos Inc. COGN 19244C109 10/18/2006 Election of directors yes for all i,w Appoint Ernst & Young as independently registered accounting firm/auditors yes for i,w Approve an ordinary resolution to amend the 2003-2008 Cognos Incorporated stock option plan and amending the plan yes against i,a Approve an ordinary resolution regarding the addition of an amendment process to the Cognos Employee Stock Purchase Plan. yes against i,a Regis Corporation RGS 758932107 10/26/2006 Election of directors yes for all i,w Ratify independent registered public accounting firm yes for i,w Dionex Corporation DNEX 254546104 10/27/2006 Election of directors yes for all i,w Approve an increase in the number of shares of common stock authorized for issuance under the Dionex Corporation 2004 Equity Incentive Plan yes against i,a Ratify the selection of Deloitte & Touche LLP as independent auditors for fiscal year ending 6/30/07 yes for i,w Zale Corporation ZLC 988858106 11/15/2006 Election of directors yes for all i,w Ratify KPMG LLP as independent registered public accounting firm for the fiscal year ending 7/31/07 yes for i,w CBRL Group Inc. CBRL 12489V106 11/28/2006 Election of directors yes for all i,w Ratify the selection of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year 2007 yes for i,w Winnebago Industries Inc. WGO 974637100 1/9/2007 Election of directors yes for all i,w American Power Conversion Corp. APCC 029066107 1/16/2007 Approval of the agreement and plan of merger, dated as of 10/28/06, by and among Schneider Electric SA, Trianon Inc., an indirect wholly-owned subsidiary of Schneider Electric, and the company, yes for i,w Adjournment or postponement of the special meeting to a later time, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger agreement. yes for i,w T Rowe Price Group, Inc. TROW 74144T108 4/12/2007 Election of directors yes for all i,w Approval of the 2007 non-employee Director Equity Plan yes against i,a Ratify KPMG LLP as independent registered public accounting firm for 2007 yes for i,w Authorization to vote upon such other business as may come before the meeting yes for i,w C.R. Bard, Inc. BCR 067383109 4/18/2007 Election of directors yes for all i,w Ratify KPMG LLP as independent registered public accounting firm for 2007 yes for i,w
(h), (i) I= PROPOSED BY ISSUER S=PROPOSED BY SHAREHOLDER W=VOTE CAST WITH MANAGEMENT A=VOTE CAST AGAINST MANAGEMENT (a) (b) (c) (d) (e) (f) (g) NA=VOTE CAST-NO MGMT COMPANY NAME TICKER CUSIP MEETING DATE DESCRIPTION OF MATTER VOTED ON VOTED VOTE CAST RECOMMENDATION - ------------------------------ ------ --------- ------------ --------------------------------- ----- --------- --------------------- Rollins Inc. ROL 775711104 4/24/2007 Election of directors yes for all i,w Willis Group Holdings Limited WSH G96655108 4/25/2007 Election of directors yes for all i,w Reappoint independent auditors yes for i,w SVB Financial Group SIVB 78486Q101 4/26/2007 Election of directors yes for all i,w Ratify KPMG LLP as independent registered public accounting firm for fiscal year ending 12/31/07 yes for i,w Diebold, Incorporated DBD 253651103 4/26/2007 Election of directors yes for all i,w Ratify independent auditors for the year 2007 yes for i,w Amendments to the amended code of regulations relating to: modernization and clarification of existing code yes for i,w Amendments to the amended code of regulations relating to: a new NYSE requirement regarding uncertified shares yes for i,w Amendments to the amended code of regulations relating to: indemnification of officers and directors yes against i,a Amendments to the amended code of regulations relating to: notice of shareholder proposals yes against i,a Amendments to the amended code of regulations relating to: permitting the board to amend the code to the extent permitted by law yes against i,a To consider other such matters as may come before the board or any adjournment or postponement yes for i,w Apria Healthcare Group Inc. AHG 037933108 5/4/2007 Election of directors yes for all i,w Ratify independent registered public accounting firm for fiscal year ending 12/31/07 yes for i,w United Stationers USTR 913004107 5/9/2007 Election of directors yes for all i,w Ratify independent registered public accounting firm for 2007 yes for i,w Mercury General Corp. MCY 589400100 5/9/2007 Election of directors yes for all i,w American Tower Corp. AMT 029912201 5/9/2007 Election of directors yes for all i,w Approval of 2007 equity incentive plan yes against i,a Ratify independent registered public accounting firm for 2007 yes for i,w Edwards Lifesciences Corp. EW 28176E108 5/10/2007 Election of directors yes for all i,w Approval of the amendment and restatement of the long -term stock incentive compensation program yes against i,a Approval of the amendment and restatement of the 2001 employee stock purchase plan yes for i,w Ratify independent registered public accounting firm yes for i,w Carters Inc. CRI 146229109 5/11/2007 Election of directors yes for all i,w DENTSPLY International Inc. XRAY 249030107 5/15/2007 Election of directors yes for all i,w Ratify appointment of independent accountants yes for i,w Approve amendments to 2002 equity incentive plan yes against i,a Laboratory Corporation of America Holdings LH 50540R109 5/16/2007 Election of directors yes for all i,w Ratify appointment of independent registered public accounting firm yes for i,w Advent Software, Inc. ADVS 007974108 5/16/2007 Election of directors yes for all i,w Ratify appointment of independent registered public accounting firm yes for i,w Brown & Brown Inc. BRO 115236101 5/16/2007 Election of directors yes for all i,w Allied Waste Industries Inc. AW 019589308 5/17/2007 Election of directors yes for all i,w Ratify appointment of independent registered public accounting firm yes for i,w Majority voting for director nominees yes for i,a
(h), (i) I= PROPOSED BY ISSUER S=PROPOSED BY SHAREHOLDER W=VOTE CAST WITH MANAGEMENT A=VOTE CAST AGAINST MANAGEMENT (a) (b) (c) (d) (e) (f) (g) NA=VOTE CAST-NO MGMT COMPANY NAME TICKER CUSIP MEETING DATE DESCRIPTION OF MATTER VOTED ON VOTED VOTE CAST RECOMMENDATION - ------------------------------ ------ --------- ------------ --------------------------------- ----- --------- --------------------- UCBH Holdings, Inc. UCBH 90262T308 5/17/2007 Election of directors yes for all i,w Approval of amendments to the amended and restated 2006 equity incentive plan yes against i,a Declassification of the Board of Directors yes for s,a Ratify appointment of independent registered public accounting firm yes for i,w Republic Services, Inc. RSG 760759100 5/17/2007 Election of directors yes for all i,w Approval and adoption of 2007 stock incentive plan yes against i,a Ratify appointment of independent registered public accounting firm yes for i,w Granite Construction Incorporated GVA 387328107 5/21/2007 Election of directors yes for all i,w Amend By-Laws to provide that in uncontested elections director nominees be elected by affirmative vote of the majority of votes cast yes for i,w Ratify appointment of independent registered public accounting firm yes for i,w AirTran holdings Inc. AAI 00949P108 5/23/2007 Election of directors yes for all i,w To transact such other business as properly comes before the meeting yes for i,w Ross Stores, Inc. ROST 778296103 5/24/2007 Election of directors yes for all i,w Ratify appointment of independent registered public accounting firm yes for i,w Claire's Stores, Inc. CLE 179584107 Approval and agreement of the plan of merger, dated as of 3/20/07 among Claire's Stores, Inc., Bauble Holdings Corp., and Bauble Acquisition Sub as it may be amended yes for i,w Adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the meeting to approve the agreement and plan of merger described in Proposal 1 yes for i,w Zebra Technologies Corporation ZBRA 989207105 5/24/2007 Election of directors yes for all i,w Ratify independent auditors yes for i,w Annaly Capital Management, Inc. NLY 035710409 5/24/2007 Election of directors yes for all i,w Ratify independent registered public accounting firm yes for i,w CSG Systems International, Inc. CSGS 126349109 5/25/2007 Election of directors yes for all i,w Approval of performance bonus program yes for i,w Approval of performance goals for performance-based awards under 2005 stock incentive plan yes against i,a Ratify appointment of independent auditor yes for i,w Cerner Corp. CERN 156782104 5/25/2007 Election of directors yes for all i,w Ratify appointment of independent registered public accounting firm yes for i,w DaVita, Inc. DVA 23918K108 5/29/2007 Election of directors yes for all i,w Approval of an amendment to amended and restated Certificate of Incorporation, as amended yes against i,a Approval of the amendment and restatement of employee stock purchase plan yes against i,a Approval of the amendment and restatement of 2002 equity compensation plan yes against i,a Ratify appointment of independent registered public accounting firm yes for i,w Affiliated Managers Group Inc. AMG 008252108 5/31/2007 Election of directors yes for all i,w Ratify appointment of independent registered public accounting firm yes for i,w Royal Caribbean Cruises Ltd. RCL V7780T103 5/31/2007 Election of directors yes for all i,w Ratify appointment of independent registered public accounting firm yes for i,w United Rentals, Inc. URI 911363109 6/4/2007 Election of directors yes for all i,w Ratify appointment of independent auditors yes for i,w Proposal to amend the amended and restated Certificate of Incorporation to declassify the board of directors yes for i,w Las Vegas Sands Corp. LVS 517834107 6/7/2007 Election of directors yes for all i,w Ratify selection of independent registered public accounting firm yes for i,w Cognos Inc. COGN 19244C109 6/21/2007 Election of directors yes for all i,w Ratify appointment of independent registered public accounting firm yes for i,w Approval of an ordinary resolution to amend the 2003-2016 stock option plan to reserve an additional 1,000,000 common shares for awards under the 2003 option plan yes against i,a Approval of an ordinary resolution to amend the amendment provision (section 17) of the 2003 option plan yes against i,a PetSmart, Inc. PETM 716768106 6/20/2007 Election of directors yes for all i,w Ratify appointment of independent registered public accounting firm yes for i,w Approve the continuation of the executive short term incentive plan yes against i,a
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