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:                  811-04410

Exact name of registrant as specified in charter:    Oppenheimer Discovery Fund

Address of principal executive offices:              6803 South Tucson Way
                                                     Centennial, CO 80112-3924

Name and address of agent for service:               Arthur S. Gabinet,
                                                     Executive Vice President &
                                                     General Counsel
                                                     OppenheimerFunds, Inc.
                                                     Two World Financial Center
                                                     225 Liberty Street
                                                     New York, NY 10281-1008

Registrant's telephone number, including area code:  303-768-3200

Date of fiscal year end:                             09/30

Date of reporting period:                            07/01/2010-06/30/2011

Item 1. Proxy Voting Record


=========================== OPPENHEIMER DISCOVERY FUND =========================

Acacia Research Corporation

Ticker:       ACTG           Security ID:  003881307
Meeting Date: MAY 17, 2011   Meeting Type: Annual
Record Date:  MAR 23, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Edward W. Frykman          For       For        Management
1.2   Elect Director William S. Anderson        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     Three     One Year   Management


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Acme Packet, Inc.

Ticker:       APKT           Security ID:  004764106
Meeting Date: MAY 5, 2011    Meeting Type: Annual
Record Date:  MAR 15, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gary J. Bowen              For       For        Management
1.2   Elect Director Robert C. Hower            For       For        Management
2     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
4     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
5     Ratify Auditors                           For       For        Management


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Alaska Air Group, Inc.

Ticker:       ALK            Security ID:  011659109
Meeting Date: MAY 17, 2011   Meeting Type: Annual
Record Date:  MAR 18, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director William S. Ayer            For       For        Management
2     Elect Director Patricia M. Bedient        For       For        Management
3     Elect Director Marion C. Blakey           For       For        Management
4     Elect Director Phyllis J. Campbell        For       For        Management
5     Elect Director Jessie J. Knight, Jr.      For       For        Management
6     Elect Director R. Marc Langland           For       For        Management
7     Elect Director Dennis F. Madsen           For       For        Management
8     Elect Director Byron I. Mallott           For       For        Management
9     Elect Director J. Kenneth Thompson        For       For        Management
10    Elect Director Bradley D. Tilden          For       For        Management
11    Ratify Auditors                           For       For        Management
12    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
13    Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
14    Provide Right to Act by Written Consent   Against   Against    Management
15    Amend Omnibus Stock Plan                  For       For        Management


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Alexion Pharmaceuticals, Inc.

Ticker:       ALXN           Security ID:  015351109
Meeting Date: MAY 11, 2011   Meeting Type: Annual
Record Date:  MAR 17, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Leonard Bell               For       For        Management
1.2   Elect Director Max Link                   For       For        Management
1.3   Elect Director William R. Keller          For       For        Management
1.4   Elect Director Joseph A. Madri            For       For        Management
1.5   Elect Director Larry L. Mathis            For       For        Management
1.6   Elect Director R. Douglas Norby           For       For        Management
1.7   Elect Director Alvin S. Parven            For       For        Management
1.8   Elect Director Andreas Rummelt            For       For        Management
1.9   Elect Director Ann M. Veneman             For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management
4     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management


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AMERIGROUP Corporation

Ticker:       AGP            Security ID:  03073T102
Meeting Date: MAY 12, 2011   Meeting Type: Annual
Record Date:  MAR 16, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Directors James G. Carlson          For       For        Management
1.2   Elect Directors Jeffrey B. Child          For       For        Management
1.3   Elect Directors Richard D. Shirk          For       For        Management
1.4   Elect Directors John W. Snow              For       For        Management
1.5   Elect Directors Adm. Joseph W. Prueher    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
5     Approve Qualified Employee Stock Purchase For       For        Management
      Plan


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Ancestry.com Inc.

Ticker:       ACOM           Security ID:  032803108
Meeting Date: MAY 24, 2011   Meeting Type: Annual
Record Date:  MAR 31, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David Goldberg             For       For        Management
1.2   Elect Director Victor Parker              For       For        Management
1.3   Elect Director Michael Schroepfer         For       For        Management
2     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency     Three     One Year   Management
4     Ratify Auditors                           For       For        Management


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Applied Micro Circuits Corporation

Ticker:       AMCC           Security ID:  03822W406
Meeting Date: AUG 17, 2010   Meeting Type: Annual
Record Date:  JUN 21, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Cesar Cesaratto            For       For        Management
2     Elect Director Donald Colvin              For       For        Management
3     Elect Director Paramesh Gopi              For       For        Management
4     Elect Director Paul R. Gray               For       For        Management
5     Elect Director Fred Shlapak               For       For        Management
6     Elect Director Arthur B. Stabenow         For       For        Management
7     Elect Director Julie H. Sullivan          For       For        Management
8     Ratify Auditors                           For       For        Management
9     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan


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Approach Resources Inc.

Ticker:       AREX           Security ID:  03834A103
Meeting Date: JUN 1, 2011    Meeting Type: Annual
Record Date:  APR 13, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Alan D. Bell               For       For        Management
1.2   Elect Director Sheldon B. Lubar           For       For        Management
1.3   Elect Director Christopher J. Whyte       For       For        Management
2     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
4     Amend Omnibus Stock Plan                  For       Against    Management
5     Ratify Auditors                           For       For        Management


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Aruba Networks, Inc.

Ticker:       ARUN           Security ID:  043176106
Meeting Date: DEC 10, 2010   Meeting Type: Annual
Record Date:  OCT 14, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dominic P. Orr             For       For        Management
1.2   Elect Director Keerti G. Melkote          For       For        Management
1.3   Elect Director Bernard Guidon             For       For        Management
1.4   Elect Director Emmanuel Hernandez         For       For        Management
1.5   Elect Director Michael R. Kourey          For       For        Management
1.6   Elect Director Douglas Leone              For       For        Management
1.7   Elect Director Willem P. Roelandts        For       For        Management
1.8   Elect Director Daniel Warmenhoven         For       For        Management
2     Ratify Auditors                           For       For        Management


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athenahealth, Inc.

Ticker:       ATHN           Security ID:  04685W103
Meeting Date: JUN 9, 2011    Meeting Type: Annual
Record Date:  APR 13, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jonathan Bush              For       For        Management
1.2   Elect Director Brandon H. Hull            For       For        Management
1.3   Elect Director William Winkenwerder, Jr   For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management


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BE Aerospace, Inc.

Ticker:       BEAV           Security ID:  073302101
Meeting Date: JUL 29, 2010   Meeting Type: Annual
Record Date:  JUN 1, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jim C. Cowart              For       For        Management
1.2   Elect Director Arthur E. Wegner           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan


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Bio-Reference Laboratories, Inc.

Ticker:       BRLI           Security ID:  09057G602
Meeting Date: JUL 22, 2010   Meeting Type: Annual
Record Date:  JUN 7, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Marc D. Grodman            For       For        Management
1.2   Elect Director Howard Dubinett            For       For        Management
2     Other Business                            For       Against    Management


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BJ's Restaurants, Inc.

Ticker:       BJRI           Security ID:  09180C106
Meeting Date: JUN 7, 2011    Meeting Type: Annual
Record Date:  APR 20, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gerald W. Deitchle         For       For        Management
1.2   Elect Director James A. Dal Pozzo         For       For        Management
1.3   Elect Director J. Roger King              For       For        Management
1.4   Elect Director Larry D. Bouts             For       For        Management
1.5   Elect Director John F. Grundhofer         For       For        Management
1.6   Elect Director Peter A. Bassi             For       For        Management
1.7   Elect Director William L. Hyde, Jr.       For       For        Management
1.8   Elect Director Lea Anne S. Ottinger       For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
5     Ratify Auditors                           For       For        Management


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Brigham Exploration Company

Ticker:       BEXP           Security ID:  109178103
Meeting Date: JUN 21, 2011   Meeting Type: Annual
Record Date:  APR 25, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ben M. Brigham             For       For        Management
1.2   Elect Director David T. Brigham           For       For        Management
1.3   Elect Director Harold D. Carter           For       For        Management
1.4   Elect Director Stephen C. Hurley          For       For        Management
1.5   Elect Director Stephen P. Reynolds        For       For        Management
1.6   Elect Director Hobart A. Smith            For       For        Management
1.7   Elect Director Scott W. Tinker            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     Three     One Year   Management
5     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
6     Approve Stock Grant to Non-Employee       For       For        Management
      Directors


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BroadSoft, Inc.

Ticker:       BSFT           Security ID:  11133B409
Meeting Date: MAY 5, 2011    Meeting Type: Annual
Record Date:  MAR 22, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John D. Markley, Jr.       For       For        Management
1.2   Elect Director  David Bernardi            For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
5     Ratify Auditors                           For       For        Management


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Brookdale Senior Living Inc.

Ticker:       BKD            Security ID:  112463104
Meeting Date: JUN 15, 2011   Meeting Type: Annual
Record Date:  APR 18, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Wesley R. Edens            For       Withhold   Management
1.2   Elect Director Frank M. Bumstead          For       For        Management
1.3   Elect Director W.E. Sheriff               For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management


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Bruker Corporation

Ticker:       BRKR           Security ID:  116794108
Meeting Date: MAY 12, 2011   Meeting Type: Annual
Record Date:  MAR 31, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stephen W. Fesik           For       For        Management
1.2   Elect Director Dirk D. Laukien            For       For        Management
1.3   Elect Director Richard M. Stein           For       For        Management
1.4   Elect Director Charles F. Wagner, Jr.     For       For        Management
1.5   Elect Director Bernhard Wangler           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     Three     One Year   Management


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CARBO Ceramics Inc.

Ticker:       CRR            Security ID:  140781105
Meeting Date: MAY 17, 2011   Meeting Type: Annual
Record Date:  MAR 21, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Sigmund L. Cornelius       For       For        Management
1.2   Elect Director James B. Jennings          For       For        Management
1.3   Elect Director Gary A. Kolstad            For       For        Management
1.4   Elect Director H. E. Lentz, Jr.           For       For        Management
1.5   Elect Director Randy L. Limbacher         For       For        Management
1.6   Elect Director William C. Morris          For       For        Management
1.7   Elect Director Robert S. Rubin            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management


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Cardtronics, Inc.

Ticker:       CATM           Security ID:  14161H108
Meeting Date: JUN 15, 2011   Meeting Type: Annual
Record Date:  APR 20, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert P. Barone           For       For        Management
1.2   Elect Director Jorge M. Diaz              For       For        Management
1.3   Elect Director G. Patrick Phillips        For       For        Management
2     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
4     Ratify Auditors                           For       For        Management


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Catalyst Health Solutions, Inc.

Ticker:       CHSI           Security ID:  14888B103
Meeting Date: JUN 1, 2011    Meeting Type: Annual
Record Date:  APR 4, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David T. Blair             For       For        Management
1.2   Elect Director Daniel J. Houston          For       For        Management
1.3   Elect Director Kenneth A. Samet           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management


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Cavium Networks, Inc.

Ticker:       CAVM           Security ID:  14965A101
Meeting Date: JUN 3, 2011    Meeting Type: Annual
Record Date:  APR 8, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Anthony J. Pantuso         For       For        Management
1.2   Elect Director C.N. Reddy                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management


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Cepheid

Ticker:       CPHD           Security ID:  15670R107
Meeting Date: APR 26, 2011   Meeting Type: Annual
Record Date:  FEB 28, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert J. Easton           For       For        Management
1.2   Elect Director Hollings C. Renton         For       For        Management
1.3   Elect Director Glenn D. Steele, Jr.,      For       For        Management
      M.D., Ph.D.
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     Two Years One Year   Management


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Chart Industries, Inc.

Ticker:       GTLS           Security ID:  16115Q308
Meeting Date: MAY 26, 2011   Meeting Type: Annual
Record Date:  MAR 29, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Samuel F. Thomas           For       For        Management
1.2   Elect Director W. Douglas Brown           For       For        Management
1.3   Elect Director Richard E. Goodrich        For       For        Management
1.4   Elect Director Steven W. Krablin          For       For        Management
1.5   Elect Director Michael W. Press           For       For        Management
1.6   Elect Director James M. Tidwell           For       For        Management
1.7   Elect Director Thomas L. Williams         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management


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Ciena Corporation

Ticker:       CIEN           Security ID:  171779309
Meeting Date: MAR 23, 2011   Meeting Type: Annual
Record Date:  JAN 26, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Harvey B. Cash             For       For        Management
2     Elect Director Judith M. O'Brien          For       For        Management
3     Elect Director Gary B. Smith              For       For        Management
4     Approve Conversion of Securities          For       For        Management
5     Ratify Auditors                           For       For        Management
6     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
7     Advisory Vote on Say on Pay Frequency     Three     One Year   Management


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Cognex Corporation

Ticker:       CGNX           Security ID:  192422103
Meeting Date: APR 27, 2011   Meeting Type: Annual
Record Date:  MAR 4, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert J. Shillman         For       For        Management
1.2   Elect Director Jerald G. Fishman          For       For        Management
1.3   Elect Director Theodor Krantz             For       For        Management
1.4   Elect Director Robert J. Willett          For       For        Management
2     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency     Three     One Year   Management
4     Ratify Auditors                           For       For        Management


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Commercial Vehicle Group, Inc.

Ticker:       CVGI           Security ID:  202608105
Meeting Date: MAY 12, 2011   Meeting Type: Annual
Record Date:  MAR 16, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David R. Bovee             For       For        Management
1.2   Elect Director Mervin Dunn                For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency     Three     One Year   Management
6     Ratify Auditors                           For       For        Management


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Concur Technologies, Inc.

Ticker:       CNQR           Security ID:  206708109
Meeting Date: MAR 15, 2011   Meeting Type: Annual
Record Date:  JAN 19, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jeffrey T. McCabe          For       For        Management
1.2   Elect Director Edward P. Gilligan         For       For        Management
1.3   Elect Director Rajeev Singh               For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management
5     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
6     Advisory Vote on Say on Pay Frequency     Three     One Year   Management


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Core Laboratories NV

Ticker:       CEI            Security ID:  N22717107
Meeting Date: MAY 19, 2011   Meeting Type: Annual
Record Date:  MAR 21, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David M. Demshur           For       For        Management
1.2   Elect Director Rene R. Joyce              For       For        Management
1.3   Elect Director Michael C. Kearney         For       For        Management
1.4   Elect Director Jan Willem Sodderland      For       For        Management
2     Approve Financial Statements and          For       For        Management
      Statutory Reports
3     Approve Cancellation of Repurchased       For       For        Management
      Shares
4     Authorize Repurchase of Up to 25.6        For       For        Management
      Percent of Issued Share Capital
5     Grant Board Authority to Issue Ordinary   For       For        Management
      and Preference Shares Up To 20 Percent of
      Issued Capital
6     Authorize Board to Exclude Preemptive     For       For        Management
      Rights from Issuance under Item 5
7     Ratify PricewaterhouseCoopers as Auditors For       For        Management
8     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
9     Advisory Vote on Say on Pay Frequency     Three     One Year   Management


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Cypress Semiconductor Corporation

Ticker:       CY             Security ID:  232806109
Meeting Date: MAY 13, 2011   Meeting Type: Annual
Record Date:  MAR 16, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director T.J. Rodgers               For       For        Management
1.2   Elect Director W. Steve Albrecht          For       For        Management
1.3   Elect Director Eric A. Benhamou           For       For        Management
1.4   Elect Director Lloyd Carney               For       For        Management
1.5   Elect Director James R. Long              For       For        Management
1.6   Elect Director J. Daniel McCranie         For       For        Management
1.7   Elect Director J. Donald Sherman          For       For        Management
1.8   Elect Director Wilbert Van Den Hoek       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management


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DexCom, Inc.

Ticker:       DXCM           Security ID:  252131107
Meeting Date: MAY 25, 2011   Meeting Type: Annual
Record Date:  MAR 31, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jonathan T. Lord           For       For        Management
1.2   Elect Director Eric Topol                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     Three     One Year   Management


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Diamond Foods, Inc.

Ticker:       DMND           Security ID:  252603105
Meeting Date: JAN 18, 2011   Meeting Type: Annual
Record Date:  NOV 17, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John J. Gilbert            For       For        Management
1.2   Elect Director Robert J. Zollars          For       For        Management
1.3   Elect Director Edward A. Blechschmidt     For       For        Management
1.4   Elect Director Steven M. Neil             For       For        Management
2     Ratify Auditors                           For       For        Management


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Dice Holdings, Inc.

Ticker:       DHX            Security ID:  253017107
Meeting Date: APR 15, 2011   Meeting Type: Annual
Record Date:  MAR 11, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Peter R. Ezersky           For       For        Management
1.2   Elect Director David S. Gordon            For       For        Management
1.3   Elect Director David C. Hodgson           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management


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Diodes Incorporated

Ticker:       DIOD           Security ID:  254543101
Meeting Date: MAY 26, 2011   Meeting Type: Annual
Record Date:  MAR 31, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director C.H. Chen                  For       For        Management
1.2   Elect Director Michael R. Giordano        For       For        Management
1.3   Elect Director L.P. Hsu                   For       For        Management
1.4   Elect Director Keh-Shew Lu                For       For        Management
1.5   Elect Director Raymond Soong              For       For        Management
1.6   Elect Director John M. Stich              For       For        Management
1.7   Elect Director Michael K.C. Tsai          For       For        Management
2     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency     Three     One Year   Management
4     Ratify Auditors                           For       For        Management


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East West Bancorp, Inc.

Ticker:       EWBC           Security ID:  27579R104
Meeting Date: MAY 24, 2011   Meeting Type: Annual
Record Date:  MAR 31, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Iris S. Chan               For       For        Management
1.2   Elect Director Rudolph I. Estrada         For       For        Management
1.3   Elect Director Julia S. Gouw              For       For        Management
1.4   Elect Director Paul H. Irving             For       For        Management
1.5   Elect Director Andrew S. Kane             For       For        Management
1.6   Elect Director John Lee                   For       For        Management
1.7   Elect Director Herman Y. Li               For       For        Management
1.8   Elect Director Jack C. Liu                For       For        Management
1.9   Elect Director Dominic Ng                 For       For        Management
1.10  Elect Director Keith W. Renken            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management


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Elizabeth Arden Inc

Ticker:       RDEN           Security ID:  28660G106
Meeting Date: NOV 1, 2010    Meeting Type: Annual
Record Date:  SEP 13, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director E. Scott Beattie           For       For        Management
2     Elect Director Fred Berens                For       For        Management
3     Elect Director Maura J. Clark             For       For        Management
4     Elect Director Richard C.W. Mauran        For       For        Management
5     Elect Director William M. Tatham          For       For        Management
6     Elect Director J.W. Nevil Thomas          For       For        Management
7     Elect Director A. Salman Amin             For       For        Management
8     Approve Omnibus Stock Plan                For       For        Management
9     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

Encore Capital Group, Inc.

Ticker:       ECPG           Security ID:  292554102
Meeting Date: JUN 9, 2011    Meeting Type: Annual
Record Date:  APR 15, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director J. Brandon Black           For       For        Management
1.2   Elect Director George Lund                For       For        Management
1.3   Elect Director Richard A. Mandell         For       For        Management
1.4   Elect Director Willem Mesdag              For       For        Management
1.5   Elect Director John J. Oros               For       For        Management
1.6   Elect Director J. Christopher Teets       For       For        Management
1.7   Elect Director H Ronald Weissman          For       For        Management
1.8   Elect Director Warren Wilcox              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     Three     One Year   Management


--------------------------------------------------------------------------------

Fortinet, Inc.

Ticker:       FTNT           Security ID:  34959E109
Meeting Date: JUN 23, 2011   Meeting Type: Annual
Record Date:  APR 26, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John Walecka               For       For        Management
1.2   Elect Director Michael Xie                For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
4     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management


--------------------------------------------------------------------------------

G-III Apparel Group, Ltd.

Ticker:       GIII           Security ID:  36237H101
Meeting Date: JUN 7, 2011    Meeting Type: Annual
Record Date:  APR 29, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Morris Goldfarb            For       For        Management
1.2   Elect Director Sammy Aaron                For       For        Management
1.3   Elect Director Thomas J. Brosig           For       For        Management
1.4   Elect Director Alan Feller                For       For        Management
1.5   Elect Director Jeffrey Goldfarb           For       For        Management
1.6   Elect Director Carl Katz                  For       For        Management
1.7   Elect Director Laura Pomerantz            For       For        Management
1.8   Elect Director Willem van Bokhorst        For       For        Management
1.9   Elect Director Richard White              For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
5     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

Gardner Denver, Inc.

Ticker:       GDI            Security ID:  365558105
Meeting Date: MAY 3, 2011    Meeting Type: Annual
Record Date:  MAR 4, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Donald G. Barger, Jr.      For       For        Management
1.2   Elect Director Raymond R. Hipp            For       For        Management
1.3   Elect Director David D. Petratis          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       Against    Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     Three     One Year   Management


--------------------------------------------------------------------------------

Globe Specialty Metals, Inc.

Ticker:       GSM            Security ID:  37954N206
Meeting Date: DEC 6, 2010    Meeting Type: Annual
Record Date:  OCT 29, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Donald G. Barger, Jr.      For       For        Management
1.2   Elect Director Thomas A. Danjczek         For       For        Management
1.3   Elect Director Stuart E. Eizenstat        For       For        Management
1.4   Elect Director Alan Kestenbaum            For       For        Management
1.5   Elect Director Franklin L. Lavin          For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

Graco Inc.

Ticker:       GGG            Security ID:  384109104
Meeting Date: APR 21, 2011   Meeting Type: Annual
Record Date:  FEB 22, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Patrick J. Mchale          For       Withhold   Management
1.2   Elect Director Lee R. Mitau               For       Withhold   Management
1.3   Elect Director Marti Morfitt              For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
5     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


--------------------------------------------------------------------------------

Hanger Orthopedic Group, Inc.

Ticker:       HGR            Security ID:  41043F208
Meeting Date: MAY 12, 2011   Meeting Type: Annual
Record Date:  MAR 17, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Thomas P. Cooper           For       For        Management
1.2   Elect Director Cynthia L. Feldmann        For       For        Management
1.3   Elect Director Eric A. Green              For       For        Management
1.4   Elect Director Stephen E. Hare            For       For        Management
1.5   Elect Director Issac Kaufman              For       For        Management
1.6   Elect Director Thomas F. Kirk             For       For        Management
1.7   Elect Director Peter J. Nelf              For       For        Management
1.8   Elect Director Bennett Rosenthal          For       For        Management
1.9   Elect Director Ivan R. Sabel              For       For        Management
2     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
4     Eliminate Class of Common Stock           For       For        Management
5     Permit Board to Amend Bylaws Without      For       For        Management
      Shareholder Consent
6     Amend Certificate of Incorporation to     For       For        Management
      Remove Duplicative Provisions and Make
      Other Changes
7     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

Harbin Electric, Inc.

Ticker:       HRBN           Security ID:  41145W109
Meeting Date: JUL 26, 2010   Meeting Type: Annual
Record Date:  JUN 18, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Tianfu Yang                For       For        Management
1.2   Elect Director Lanxiang Gao               For       For        Management
1.3   Elect Director Ching Chuen Chan           For       For        Management
1.4   Elect Director Boyd Plowman               For       For        Management
1.5   Elect Director David Gatton               For       For        Management
1.6   Elect Director Yunyue Ye                  For       For        Management
2     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

HeartWare International, Inc.

Ticker:       HTWR           Security ID:  422368100
Meeting Date: MAY 12, 2011   Meeting Type: Annual
Record Date:  MAR 24, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Timothy Barberich          For       For        Management
1.2   Elect Director C. Raymond Larkin, Jr.     For       For        Management
1.3   Elect Director Robert Thomas              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     Three     One Year   Management
5     Approve Stock Option Plan Grants to       For       For        Management
      Douglas Godshall
6     Approve Stock Option Plan Grants to       For       For        Management
      Robert Thomas
7     Approve Stock Option Plan Grants to Seth  For       For        Management
      Harrison
8     Approve Stock Option Plan Grants to       For       For        Management
      Timothy Barberich
9     Approve Stock Option Plan Grants to       For       For        Management
      Christine Bennett
10    Approve Stock Option Plan Grants to       For       For        Management
      Charles Raymond Larkin, Jr.
11    Approve Stock Option Plan Grants to       For       For        Management
      Robert Stockman
12    Approve Stock Option Plan Grants to Denis For       For        Management
      Wade
13    Approve Issuance of Convertible           For       For        Management
      Debentures
14    Broadridge Note: Please vote FOR if you   None      For        Management
      acknowledge that Douglas Godshall may
      exercise your proxy even if he holds
      interest in outcome of Proposal 5-12  or
      vote AGAINST if you have not directed
      your proxy to vote, Douglas Godshall will
      not cast your vote


--------------------------------------------------------------------------------

Imax Corporation

Ticker:       IMX            Security ID:  45245E109
Meeting Date: JUN 1, 2011    Meeting Type: Annual
Record Date:  APR 4, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Eric A. Demirian           For       For        Management
1.2   Elect Director David W. Leebron           For       For        Management
1.3   Elect Director Martin Pompadur            For       For        Management
1.4   Elect Director Marc A. Utay               For       For        Management
2     Approve PricewaterhouseCoopers LLP as     For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration
3     Advisory Vote on Executive Compensation   For       For        Management
      Approach
4     Advisory Vote on Say on Pay Frequency     Two Years One Year   Management


--------------------------------------------------------------------------------

Imax Corporation

Ticker:       IMX            Security ID:  45245E109
Meeting Date: SEP 28, 2010   Meeting Type: Special
Record Date:  AUG 23, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Eric A. Demirian           For       For        Management
1.2   Elect Director I. Martin Pompadur         For       For        Management


--------------------------------------------------------------------------------

Informatica Corporation

Ticker:       INFA           Security ID:  45666Q102
Meeting Date: MAY 26, 2011   Meeting Type: Annual
Record Date:  APR 1, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Mark A. Bertelsen          For       For        Management
2     Elect Director A. Brooke Seawell          For       For        Management
3     Elect Director Godfrey R. Sullivan        For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management
5     Ratify Auditors                           For       For        Management
6     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
7     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management


--------------------------------------------------------------------------------

IPC The Hospitalist Company, Inc.

Ticker:       IPCM           Security ID:  44984A105
Meeting Date: MAY 26, 2011   Meeting Type: Annual
Record Date:  MAR 28, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Adam D. Singer             For       For        Management
1.2   Elect Director Thomas P. Cooper           For       For        Management
1.3   Elect Director Chuck Timpe                For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
5     Amend Nonqualified Employee Stock         For       For        Management
      Purchase Plan


--------------------------------------------------------------------------------

IPG Photonics Corporation

Ticker:       IPGP           Security ID:  44980X109
Meeting Date: MAY 31, 2011   Meeting Type: Annual
Record Date:  APR 13, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Valentin P. Gapontsev,     For       For        Management
      Ph.D.
1.2   Elect Director Eugene Scherbakov, Ph.D.   For       For        Management
1.3   Elect Director Igor Samartsev             For       For        Management
1.4   Elect Director Robert A. Blair            For       For        Management
1.5   Elect Director Michael C. Child           For       For        Management
1.6   Elect Director Michael R. Kampfe          For       For        Management
1.7   Elect Director Henry E. Gauthier          For       For        Management
1.8   Elect Director William S. Hurley          For       For        Management
1.9   Elect Director William F. Krupke, Ph.D.   For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency     Three     One Year   Management


--------------------------------------------------------------------------------

Jones Lang LaSalle Incorporated

Ticker:       JLL            Security ID:  48020Q107
Meeting Date: MAY 26, 2011   Meeting Type: Annual
Record Date:  MAR 18, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Hugo Bague                 For       For        Management
2     Elect Director Colin Dyer                 For       For        Management
3     Elect Director Darryl Hartley-Leonard     For       For        Management
4     Elect Director Deanne Julius              For       For        Management
5     Elect Director Ming Lu                    For       For        Management
6     Elect Director Lauralee E. Martin         For       For        Management
7     Elect Director Martin H. Nesbitt          For       For        Management
8     Elect Director Sheila A. Penrose          For       For        Management
9     Elect Director David B. Rickard           For       For        Management
10    Elect Director Roger T. Staubach          For       For        Management
11    Elect Director Thomas C. Theobald         For       For        Management
12    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
13    Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
14    Provide Right to Call Special Meeting     For       For        Management
15    Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

Lindsay Corporation

Ticker:       LNN            Security ID:  535555106
Meeting Date: JAN 31, 2011   Meeting Type: Annual
Record Date:  DEC 2, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael N. Christodolou    For       For        Management
1.2   Elect Director W. Thomas Jagodinski       For       For        Management
1.3   Elect Director J. David McIntosh          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management


--------------------------------------------------------------------------------

LogMeIn, Inc.

Ticker:       LOGM           Security ID:  54142L109
Meeting Date: MAY 26, 2011   Meeting Type: Annual
Record Date:  APR 1, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Steven J. Benson           For       For        Management
1.2   Elect Director Michael J. Christenson     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management


--------------------------------------------------------------------------------

Lufkin Industries, Inc.

Ticker:       LUFK           Security ID:  549764108
Meeting Date: MAY 4, 2011    Meeting Type: Annual
Record Date:  MAR 15, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director H. J. Trout, Jr.           For       For        Management
1.2   Elect Director J. T. Jongebloed           For       For        Management
1.3   Elect Director Suzanne V. Baer            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       Against    Management
4     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency     Three     One Year   Management


--------------------------------------------------------------------------------

lululemon athletica inc.

Ticker:       LULU           Security ID:  550021109
Meeting Date: JUN 8, 2011    Meeting Type: Annual
Record Date:  APR 19, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael Casey              For       For        Management
1.2   Elect Director RoAnn Costin               For       For        Management
1.3   Elect Director R. Brad Martin             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     Three     One Year   Management
5     Amend Omnibus Stock Plan                  For       For        Management
6     Approve Executive Incentive Bonus Plan    For       For        Management
7     Approve Stock Split                       For       For        Management


--------------------------------------------------------------------------------

Magellan Health Services, Inc.

Ticker:       MGLN           Security ID:  559079207
Meeting Date: MAY 18, 2011   Meeting Type: Annual
Record Date:  MAR 31, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William J. McBride         For       For        Management
1.2   Elect Director Robert M. Le Blanc         For       For        Management
1.3   Elect Director William D. Forrest         For       For        Management
1.4   Elect Director Barry M. Smith             For       For        Management
2     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency     Three     One Year   Management
4     Approve Omnibus Stock Plan                For       For        Management
5     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
6     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

Monro Muffler Brake, Inc.

Ticker:       MNRO           Security ID:  610236101
Meeting Date: AUG 10, 2010   Meeting Type: Annual
Record Date:  JUN 22, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard A. Berenson        For       For        Management
1.2   Elect Director Donald Glickman            For       For        Management
1.3   Elect Director James Wilen                For       For        Management
1.4   Elect Director Elizabeth A. Wolszon       For       For        Management
1.5   Elect Director Robert E. Mellor           For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

MSCI Inc.

Ticker:       MSCI           Security ID:  55354G100
Meeting Date: MAY 5, 2011    Meeting Type: Annual
Record Date:  MAR 10, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Benjamin F. duPont         For       For        Management
2     Elect Director Henry A. Fernandez         For       For        Management
3     Elect Director Alice W. Handy             For       For        Management
4     Elect Director Catherine R. Kinney        For       For        Management
5     Elect Director Linda H. Riefler           For       For        Management
6     Elect Director George W. Siguler          For       For        Management
7     Elect Director Scott M. Sipprelle         For       For        Management
8     Elect Director Patrick Tierney            For       For        Management
9     Elect Director Rodolphe M. Vallee         For       For        Management
10    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
11    Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
12    Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

Neogen Corporation

Ticker:       NEOG           Security ID:  640491106
Meeting Date: OCT 7, 2010    Meeting Type: Annual
Record Date:  AUG 9, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert M. Book             For       For        Management
1.2   Elect Director Jack C. Parnell            For       For        Management
1.3   Elect Director Clayton K. Yeutter         For       For        Management
2     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

NetLogic Microsystems, Inc.

Ticker:       NETL           Security ID:  64118B100
Meeting Date: MAY 20, 2011   Meeting Type: Annual
Record Date:  MAR 31, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ronald Jankov              For       For        Management
1.2   Elect Director Norman Godinho             For       For        Management
1.3   Elect Director Marvin Burkett             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     Three     One Year   Management
5     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


--------------------------------------------------------------------------------

NetSpend Holdings, Inc.

Ticker:       NTSP           Security ID:  64118V106
Meeting Date: APR 27, 2011   Meeting Type: Annual
Record Date:  MAR 14, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Andrew W. Adams            For       For        Management
1.2   Elect Director Daniel R. Henry            For       For        Management
1.3   Elect Director Stephen A. Vogel           For       For        Management
2     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency     Three     One Year   Management
4     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

NetSuite Inc.

Ticker:       N              Security ID:  64118Q107
Meeting Date: MAY 26, 2011   Meeting Type: Annual
Record Date:  APR 1, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Zachary Nelson             For       For        Management
1.2   Elect Director Kevin Thompson             For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     Three     One Year   Management
5     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

NxStage Medical, Inc.

Ticker:       NXTM           Security ID:  67072V103
Meeting Date: MAY 26, 2011   Meeting Type: Annual
Record Date:  MAR 31, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jeffrey H. Burbank         For       For        Management
1.2   Elect Director Philippe O. Chambon        For       For        Management
1.3   Elect Director Daniel A. Giannini         For       For        Management
1.4   Elect Director Nancy J. Ham               For       For        Management
1.5   Elect Director Earl R. Lewis              For       Withhold   Management
1.6   Elect Director Craig W. Moore             For       For        Management
1.7   Elect Director Reid S. Perper             For       For        Management
1.8   Elect Director David S. Utterberg         For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
5     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

Oasis Petroleum Inc.

Ticker:       OAS            Security ID:  674215108
Meeting Date: MAY 5, 2011    Meeting Type: Annual
Record Date:  MAR 11, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ted Collins, Jr.           For       For        Management
1.2   Elect Director Douglas E. Swanson, Jr.    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       Against    Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     Two Years One Year   Management


--------------------------------------------------------------------------------

Omnivision Technologies, Inc.

Ticker:       OVTI           Security ID:  682128103
Meeting Date: SEP 23, 2010   Meeting Type: Annual
Record Date:  JUL 26, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Shaw Hong                  For       For        Management
2     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

OpenTable, Inc.

Ticker:       OPEN           Security ID:  68372A104
Meeting Date: JUN 7, 2011    Meeting Type: Annual
Record Date:  APR 13, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director J. William Gurley          For       For        Management
1.2   Elect Director Daniel Meyer               For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management


--------------------------------------------------------------------------------

Pacific Biosciences of California

Ticker:       PACB           Security ID:  69404D108
Meeting Date: JUN 23, 2011   Meeting Type: Annual
Record Date:  APR 25, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Hugh C. Martin             For       For        Management
1.2   Elect Director Brook Byers                For       For        Management
1.3   Elect Director Susan Siegel               For       For        Management
2     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency     Three     One Year   Management


--------------------------------------------------------------------------------

Panera Bread Company

Ticker:       PNRA           Security ID:  69840W108
Meeting Date: MAY 19, 2011   Meeting Type: Annual
Record Date:  APR 5, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ronald M. Shaich           For       For        Management
1.2   Elect Director Fred K. Foulkes            For       For        Management
2     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
4     Increase Authorized Common Stock          For       For        Management
5     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

Polypore International, Inc.

Ticker:       PPO            Security ID:  73179V103
Meeting Date: MAY 12, 2011   Meeting Type: Annual
Record Date:  MAR 14, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael Graff              For       For        Management
1.2   Elect Director W. Nicholas Howley         For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management


--------------------------------------------------------------------------------

RealPage, Inc.

Ticker:       RP             Security ID:  75606N109
Meeting Date: JUN 1, 2011    Meeting Type: Annual
Record Date:  APR 4, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Alfred R. Berkeley, III    For       For        Management
1.2   Elect Director Peter Gyenes               For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     Three     One Year   Management


--------------------------------------------------------------------------------

RightNow Technologies, Inc.

Ticker:       RNOW           Security ID:  76657R106
Meeting Date: JUN 14, 2011   Meeting Type: Annual
Record Date:  APR 18, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William J. Lansing         For       For        Management
1.2   Elect Director Allen E. Snyder            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management


--------------------------------------------------------------------------------

Riverbed Technology, Inc.

Ticker:       RVBD           Security ID:  768573107
Meeting Date: JUN 1, 2011    Meeting Type: Annual
Record Date:  APR 11, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Michael R. Kourey          For       For        Management
2     Elect Director Mark S. Lewis              For       For        Management
3     Elect Director Steven McCanne             For       For        Management
4     Ratify Auditors                           For       For        Management
5     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
6     Advisory Vote on Say on Pay Frequency     Three     One Year   Management


--------------------------------------------------------------------------------

Robbins & Myers, Inc.

Ticker:       RBN            Security ID:  770196103
Meeting Date: MAR 22, 2011   Meeting Type: Annual
Record Date:  FEB 14, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Andrew G. Lampereur        For       For        Management
1.2   Elect Director Thomas P. Loftis           For       For        Management
1.3   Elect Director Dale L. Medford            For       For        Management
1.4   Elect Director Albert J. Neupaver         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management


--------------------------------------------------------------------------------

Rock-Tenn Company

Ticker:       RKT            Security ID:  772739207
Meeting Date: JAN 28, 2011   Meeting Type: Annual
Record Date:  NOV 26, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director J. Powell Brown            For       Withhold   Management
1.2   Elect Director Robert M. Chapman          For       For        Management
1.3   Elect Director Russell M. Currey          For       For        Management
1.4   Elect Director G. Stephen Felker          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     None      One Year   Management


--------------------------------------------------------------------------------

Rock-Tenn Company

Ticker:       RKT            Security ID:  772739207
Meeting Date: MAY 27, 2011   Meeting Type: Special
Record Date:  APR 8, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management


--------------------------------------------------------------------------------

Rockwood Holdings, Inc.

Ticker:       ROC            Security ID:  774415103
Meeting Date: MAY 6, 2011    Meeting Type: Annual
Record Date:  MAR 16, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Brian F. Carroll           For       For        Management
1.2   Elect Director Todd A. Fisher             For       For        Management
1.3   Elect Director Douglas L. Maine           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     Three     One Year   Management


--------------------------------------------------------------------------------

RSC Holdings Inc.

Ticker:       RRR            Security ID:  74972L102
Meeting Date: APR 20, 2011   Meeting Type: Annual
Record Date:  FEB 28, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director  Pierre E. Leroy           For       For        Management
1.2   Elect Director John R. Monsky             For       For        Management
1.3   Elect Director Donald C. Roof             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management


--------------------------------------------------------------------------------

Salix Pharmaceuticals, Ltd.

Ticker:       SLXP           Security ID:  795435106
Meeting Date: JUN 16, 2011   Meeting Type: Annual
Record Date:  APR 20, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John F. Chappell           For       For        Management
1.2   Elect Director Thomas W. D'Alonzo         For       For        Management
1.3   Elect Director Richard A. Franco, Sr.     For       For        Management
1.4   Elect Director William P. Keane           For       For        Management
1.5   Elect Director Carolyn J. Logan           For       For        Management
1.6   Elect Director Mark A. Sirgo              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management


--------------------------------------------------------------------------------

SBA Communications Corporation

Ticker:       SBAC           Security ID:  78388J106
Meeting Date: MAY 4, 2011    Meeting Type: Annual
Record Date:  MAR 7, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Steven E. Bernstein        For       For        Management
1.2   Elect Director Duncan H. Cocroft          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     Three     One Year   Management
5     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan


--------------------------------------------------------------------------------

Schnitzer Steel Industries, Inc.

Ticker:       SCHN           Security ID:  806882106
Meeting Date: JAN 19, 2011   Meeting Type: Annual
Record Date:  NOV 23, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Wayland R. Hicks           For       For        Management
1.2   Elect Director Judith A. Johansen         For       For        Management
1.3   Elect Director Tamara L. Lundgren         For       For        Management


--------------------------------------------------------------------------------

SFN Group, Inc.

Ticker:       SFN            Security ID:  784153108
Meeting Date: MAY 17, 2011   Meeting Type: Annual
Record Date:  MAR 18, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James J. Forese            For       For        Management
1.2   Elect Director Lawrence E. Gillespie, Sr. For       For        Management
1.3   Elect Director J. Ian Morrison            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management


--------------------------------------------------------------------------------

Shutterfly, Inc.

Ticker:       SFLY           Security ID:  82568P304
Meeting Date: MAY 25, 2011   Meeting Type: Annual
Record Date:  MAR 30, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Philip A. Marineau         For       For        Management
1.2   Elect Director Brian T. Swette            For       For        Management
2     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency     Three     One Year   Management
4     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

Signature Bank

Ticker:       SBNY           Security ID:  82669G104
Meeting Date: APR 28, 2011   Meeting Type: Annual
Record Date:  MAR 1, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Scott A. Shay              For       For        Management
1.2   Elect Director Joseph J. Depaolo          For       For        Management
1.3   Elect Director Alfred B. Delbello         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management


--------------------------------------------------------------------------------

Silicon Laboratories Inc.

Ticker:       SLAB           Security ID:  826919102
Meeting Date: APR 21, 2011   Meeting Type: Annual
Record Date:  FEB 22, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Navdeep S. Sooch           For       Withhold   Management
1.2   Elect Director Laurence G. Walker         For       For        Management
1.3   Elect Director William P. Wood            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management


--------------------------------------------------------------------------------

Silver Standard Resources Inc.

Ticker:       SSO            Security ID:  82823L106
Meeting Date: MAY 11, 2011   Meeting Type: Annual/Special
Record Date:  APR 6, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Fix Number of Directors at Six            For       For        Management
2.1   Elect Director A.E. Michael Anglin        For       For        Management
2.2   Elect Director John R. Brodie             For       For        Management
2.3   Elect Director Richard C. Campbell        For       For        Management
2.4   Elect Director Richard D. Paterson        For       For        Management
2.5   Elect Director John Smith                 For       For        Management
2.6   Elect Director Peter W. Tomsett           For       For        Management
3     Approve PricewaterhouseCoopers LLP as     For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration
4     Re-approve Stock Option Plan              For       For        Management


--------------------------------------------------------------------------------

Sirona Dental Systems, Inc

Ticker:       SIRO           Security ID:  82966C103
Meeting Date: FEB 23, 2011   Meeting Type: Annual
Record Date:  DEC 27, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William K. Hood            For       For        Management
1.2   Elect Director Thomas Jetter              For       For        Management
1.3   Elect Director Harry M. Jansen Kraemer,   For       For        Management
      Jr.
1.4   Elect Director Jeffrey T. Slovin          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     Three     One Year   Management


--------------------------------------------------------------------------------

Skyworks Solutions, Inc.

Ticker:       SWKS           Security ID:  83088M102
Meeting Date: MAY 11, 2011   Meeting Type: Annual
Record Date:  MAR 23, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Declassify the Board of Directors         For       For        Management
2.1   Elect Director David J. McLachlan         For       For        Management
2.2   Elect Director David J. Aldrich           For       For        Management
2.3   Elect Director Kevin L. Beebe             For       For        Management
2.4   Elect Director Moiz M. Beguwala           For       For        Management
2.5   Elect Director Timothy R. Furey           For       For        Management
2.6   Elect Director Balakrishnan S. Iyer       For       Withhold   Management
2.7   Elect Director Thomas C. Leonard          For       For        Management
2.8   Elect Director David P. McGlade           For       For        Management
2.9   Elect Director Robert A. Schriesheim      For       For        Management
3.1   Elect Director David J. Aldrich           For       For        Management
3.2   Elect Director Moiz M. Beguwala           For       For        Management
3.3   Elect Director David P. McGlade           For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management
5     Amend Non-Employee Director Omnibus Stock For       For        Management
      Plan
6     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
7     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
8     Advisory Vote on Say on Pay Frequency     Three     One Year   Management
9     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

Solutia Inc.

Ticker:       SOA            Security ID:  834376501
Meeting Date: APR 18, 2011   Meeting Type: Annual
Record Date:  FEB 24, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William T. Monahan         For       For        Management
1.2   Elect Director Robert A. Peiser           For       For        Management
1.3   Elect Director Jeffry N. Quinn            For       For        Management
2     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
4     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

Sotheby's

Ticker:       BID            Security ID:  835898107
Meeting Date: MAY 5, 2011    Meeting Type: Annual
Record Date:  MAR 11, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director John M. Angelo             For       For        Management
2     Elect Director Michael Blakenham          For       For        Management
3     Elect Director The Duke Of Devonshire     For       For        Management
4     Elect Director Daniel Meyer               For       For        Management
5     Elect Director James Murdoch              For       For        Management
6     Elect Director Allen Questrom             For       For        Management
7     Elect Director William F. Ruprecht        For       For        Management
8     Elect Director  Marsha Simms              For       For        Management
9     Elect Director Michael I. Sovern          For       For        Management
10    Elect Director Donald M. Stewart          For       For        Management
11    Elect Director Robert S. Taubman          For       For        Management
12    Elect Director Diana L. Taylor            For       For        Management
13    Elect Director Dennis M. Weibling         For       For        Management
14    Ratify Auditors                           For       For        Management
15    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
16    Advisory Vote on Say on Pay Frequency     Three     One Year   Management


--------------------------------------------------------------------------------

SS&C Technologies Holdings, Inc.

Ticker:       SSNC           Security ID:  78467J100
Meeting Date: JUN 2, 2011    Meeting Type: Annual
Record Date:  APR 27, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Normand A. Boulanger       For       Withhold   Management
1.2   Elect Director Campbell R. Dyer           For       Withhold   Management
1.3   Elect Director David A. Varsano           For       For        Management
2     Advisory Vote to Ratify Named Executive   For       Against    Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency     Three     One Year   Management
4     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

Steven Madden, Ltd.

Ticker:       SHOO           Security ID:  556269108
Meeting Date: MAY 27, 2011   Meeting Type: Annual
Record Date:  APR 5, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Edward R Rosenfeld         For       For        Management
1.2   Elect Director John L Madden              For       For        Management
1.3   Elect Director Peter Migliorini           For       For        Management
1.4   Elect Director Richard P Randall          For       For        Management
1.5   Elect Director Ravi Sachdev               For       For        Management
1.6   Elect Director Thomas H Schwartz          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     Three     One Year   Management


--------------------------------------------------------------------------------

Stifel Financial Corp.

Ticker:       SF             Security ID:  860630102
Meeting Date: JUN 27, 2011   Meeting Type: Annual
Record Date:  APR 6, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Bruce A. Beda              For       For        Management
1.2   Elect Director Frederick O. Hanser        For       For        Management
1.3   Elect Director Ronald J. Kruszewski       For       For        Management
1.4   Elect Director Thomas P. Mulroy           For       For        Management
1.5   Elect Director Thomas W. Weisel           For       For        Management
1.6   Elect Director Kelvin R. Westbrook        For       For        Management
1.7   Elect Director Alton F. Irby III          For       For        Management
1.8   Elect Director Michael W. Brown           For       For        Management
1.9   Elect Director Robert E. Grady            For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     Three     One Year   Management
5     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

SuccessFactors, Inc.

Ticker:       SFSF           Security ID:  864596101
Meeting Date: JUN 3, 2011    Meeting Type: Annual
Record Date:  APR 12, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director William H. Harris, Jr.     For       For        Management
2     Elect Director William E. McGlashan, Jr.  For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
5     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

Superior Energy Services, Inc.

Ticker:       SPN            Security ID:  868157108
Meeting Date: MAY 20, 2011   Meeting Type: Annual
Record Date:  MAR 31, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Harold J. Bouillion        For       For        Management
1.2   Elect Director Enoch L. Dawkins           For       For        Management
1.3   Elect Director David D. Dunlap            For       For        Management
1.4   Elect Director James M. Funk              For       For        Management
1.5   Elect Director Terence E. Hall            For       For        Management
1.6   Elect Director Ernest E. Howard, III      For       For        Management
1.7   Elect Director Justin L. Sullivan         For       For        Management
2     Advisory Vote to Ratify Named Executive   For       Against    Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
4     Ratify Auditors                           For       For        Management
5     Approve Omnibus Stock Plan                For       For        Management


--------------------------------------------------------------------------------

SXC Health Solutions Corp.

Ticker:       SXC            Security ID:  78505P100
Meeting Date: MAY 11, 2011   Meeting Type: Annual/Special
Record Date:  MAR 16, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mark Thierer               For       For        Management
1.2   Elect Director Steven D. Cosler           For       For        Management
1.3   Elect Director Terrence Burke             For       For        Management
1.4   Elect Director William J. Davis           For       For        Management
1.5   Elect Director Philip R. Reddon           For       For        Management
1.6   Elect Director Curtis J. Thorne           For       For        Management
1.7   Elect Director Anthony R. Masso           For       For        Management
2     Amend Quorum Requirements                 For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency     Three     One Year   Management
6     Approve KPMG US as Auditors and Authorize For       For        Management
      Board to Fix Their Remuneration


--------------------------------------------------------------------------------

Synchronoss Technologies, Inc.

Ticker:       SNCR           Security ID:  87157B103
Meeting Date: MAY 10, 2011   Meeting Type: Annual
Record Date:  MAR 15, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Thomas J. Hopkins          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management


--------------------------------------------------------------------------------

TAL International Group, Inc.

Ticker:       TAL            Security ID:  874083108
Meeting Date: APR 26, 2011   Meeting Type: Annual
Record Date:  MAR 15, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Brian M. Sondey            For       Withhold   Management
1.2   Elect Director Malcolm P. Baker           For       For        Management
1.3   Elect Director A. Richard Caputo, Jr.     For       Withhold   Management
1.4   Elect Director Claude Germain             For       For        Management
1.5   Elect Director Brian J. Higgins           For       Withhold   Management
1.6   Elect Director John W. Jordan II          For       Withhold   Management
1.7   Elect Director Frederic H. Lindeberg      For       For        Management
1.8   Elect Director David W. Zalaznick         For       Withhold   Management
1.9   Elect Director Douglas J. Zych            For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     Three     One Year   Management


--------------------------------------------------------------------------------

Team Health Holdings, Inc.

Ticker:       TMH            Security ID:  87817A107
Meeting Date: MAY 25, 2011   Meeting Type: Annual
Record Date:  APR 1, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Greg Roth                  For       Withhold   Management
1.2   Elect Director James L. Bierman           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     Three     One Year   Management


--------------------------------------------------------------------------------

Tenneco Inc.

Ticker:       TEN            Security ID:  880349105
Meeting Date: MAY 18, 2011   Meeting Type: Annual
Record Date:  MAR 21, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Charles W. Cramb           For       For        Management
2     Elect Director Dennis J. Letham           For       For        Management
3     Elect Director Hari N. Nair               For       For        Management
4     Elect Director Roger B. Porter            For       For        Management
5     Elect Director David B. Price, Jr.        For       For        Management
6     Elect Director Gregg M. Sherrill          For       For        Management
7     Elect Director Paul T. Stecko             For       For        Management
8     Elect Director Mitsunobu Takeuchi         For       For        Management
9     Elect Director Jane L. Warner             For       For        Management
10    Ratify Auditors                           For       For        Management
11    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
12    Advisory Vote on Say on Pay Frequency     One Year  One Year   Management


--------------------------------------------------------------------------------

Teradyne, Inc.

Ticker:       TER            Security ID:  880770102
Meeting Date: MAY 24, 2011   Meeting Type: Annual
Record Date:  APR 1, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director James W. Bagley            For       For        Management
2     Elect Director Michael A. Bradley         For       For        Management
3     Elect Director Albert Carnesale           For       For        Management
4     Elect Director Daniel W. Christman        For       For        Management
5     Elect Director Edwin J. Gillis            For       For        Management
6     Elect Director Timothy E. Guertin         For       For        Management
7     Elect Director Paul J. Tufano             For       For        Management
8     Elect Director Roy A. Vallee              For       For        Management
9     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
10    Advisory Vote on Say on Pay Frequency     Three     One Year   Management
11    Amend Omnibus Stock Plan                  For       For        Management
12    Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

The Cooper Companies, Inc.

Ticker:       COO            Security ID:  216648402
Meeting Date: MAR 16, 2011   Meeting Type: Annual
Record Date:  JAN 28, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director A. Thomas Bender           For       For        Management
2     Elect Director Michael H. Kalkstein       For       For        Management
3     Elect Director Jody S. Lindell            For       For        Management
4     Elect Director Donald Press               For       For        Management
5     Elect Director Steven Rosenberg           For       For        Management
6     Elect Director Allan E. Rubenstein        For       For        Management
7     Elect Director Robert S. Weiss            For       For        Management
8     Elect Director Stanley Zinberg            For       For        Management
9     Ratify Auditors                           For       For        Management
10    Amend Omnibus Stock Plan                  For       For        Management
11    Amend Non-Employee Director Omnibus Stock For       For        Management
      Plan
12    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
13    Advisory Vote on Say on Pay Frequency     One Year  One Year   Management


--------------------------------------------------------------------------------

The Middleby Corporation

Ticker:       MIDD           Security ID:  596278101
Meeting Date: MAY 11, 2011   Meeting Type: Annual
Record Date:  MAR 18, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Selim A. Bassoul           For       Against    Management
2     Elect Director Robert B. Lamb             For       For        Management
3     Elect Director Ryan Levenson              For       For        Management
4     Elect Director John R. Miller III         For       For        Management
5     Elect Director Gordon O'Brien             For       For        Management
6     Elect Director Philip G. Putnam           For       For        Management
7     Elect Director Sabin C. Streeter          For       For        Management
8     Approve Omnibus Stock Plan                For       For        Management
9     Approve Executive Incentive Bonus Plan    For       For        Management
10    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
11    Advisory Vote on Say on Pay Frequency     Three     One Year   Management
12    Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

The Ultimate Software Group, Inc.

Ticker:       ULTI           Security ID:  90385D107
Meeting Date: MAY 17, 2011   Meeting Type: Annual
Record Date:  MAR 21, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director LeRoy A. Vander Putten     For       For        Management
1.2   Elect Director Robert A. Yanover          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       Against    Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management


--------------------------------------------------------------------------------

TIBCO Software Inc.

Ticker:       TIBX           Security ID:  88632Q103
Meeting Date: APR 14, 2011   Meeting Type: Annual
Record Date:  FEB 14, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Vivek Y. Ranadive          For       For        Management
1.2   Elect Director Nanci E.Caldwell           For       For        Management
1.3   Elect Director Eric C.W. Dunn             For       For        Management
1.4   Elect Director Narendra K. Gupta          For       For        Management
1.5   Elect Director Peter J. Job               For       For        Management
1.6   Elect Director Philip K. Wood             For       For        Management
2     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
4     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

Titan Machinery Inc.

Ticker:       TITN           Security ID:  88830R101
Meeting Date: JUN 2, 2011    Meeting Type: Annual
Record Date:  APR 15, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Tony Christianson          For       For        Management
1.2   Elect Director James Irwin                For       For        Management
1.3   Elect Director Theodore Wright            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
5     Amend Omnibus Stock Plan                  For       For        Management


--------------------------------------------------------------------------------

Tractor Supply Company

Ticker:       TSCO           Security ID:  892356106
Meeting Date: APR 28, 2011   Meeting Type: Annual
Record Date:  MAR 9, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James F. Wright            For       For        Management
1.2   Elect Director Johnston C. Adams          For       For        Management
1.3   Elect Director William Bass               For       For        Management
1.4   Elect Director Peter D. Bewley            For       For        Management
1.5   Elect Director Jack C. Bingleman          For       For        Management
1.6   Elect Director Richard W. Frost           For       For        Management
1.7   Elect Director Cynthia T. Jamison         For       For        Management
1.8   Elect Director George MacKenzie           For       For        Management
1.9   Elect Director Edna K. Morris             For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management


--------------------------------------------------------------------------------

TransDigm Group Incorporated

Ticker:       TDG            Security ID:  893641100
Meeting Date: MAR 3, 2011    Meeting Type: Annual
Record Date:  JAN 7, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Sean P. Hennessy           For       For        Management
1.2   Elect Director Douglas W. Peacock         For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     Two Years One Year   Management
5     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

Ulta Salon, Cosmetics & Fragrance, Inc.

Ticker:       ULTA           Security ID:  90384S303
Meeting Date: JUN 2, 2011    Meeting Type: Annual
Record Date:  APR 11, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dennis K. Eck              For       For        Management
1.2   Elect Director Charles J. Philippin       For       For        Management
1.3   Elect Director Kenneth T. Stevens         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     Three     One Year   Management
5     Approve Omnibus Stock Plan                For       For        Management


--------------------------------------------------------------------------------

Under Armour, Inc.

Ticker:       UA             Security ID:  904311107
Meeting Date: MAY 3, 2011    Meeting Type: Annual
Record Date:  FEB 18, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Kevin A. Plank             For       For        Management
1.2   Elect Director Byron K. Adams, Jr.        For       For        Management
1.3   Elect Director Douglas E. Coltharp        For       For        Management
1.4   Elect Director Anthony W. Deering         For       For        Management
1.5   Elect Director A.B. Krongard              For       For        Management
1.6   Elect Director William R. McDermott       For       For        Management
1.7   Elect Director Harvey L. Sanders          For       For        Management
1.8   Elect Director T homas J. Sippel          For       For        Management
2     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
4     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

United Natural Foods, Inc.

Ticker:       UNFI           Security ID:  911163103
Meeting Date: DEC 16, 2010   Meeting Type: Annual
Record Date:  OCT 18, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Gordon D. Barker           For       For        Management
2     Elect Director Gail A. Graham             For       For        Management
3     Elect Director Mary Elizabeth Burton      For       For        Management
4     Ratify Auditors                           For       For        Management
5     Amend Omnibus Stock Plan                  For       For        Management


--------------------------------------------------------------------------------

United Therapeutics Corporation

Ticker:       UTHR           Security ID:  91307C102
Meeting Date: JUN 29, 2011   Meeting Type: Annual
Record Date:  APR 30, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Raymond Dwek               For       For        Management
1.2   Elect Director Roger Jeffs                For       For        Management
1.3   Elect Director Christopher Patusky        For       For        Management
1.4   Elect Director Tommy Thompson             For       For        Management
2     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
4     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

VanceInfo Technologies Inc.

Ticker:       VIT            Security ID:  921564100
Meeting Date: NOV 11, 2010   Meeting Type: Annual
Record Date:  OCT 4, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Re-elect Daniel Mingdong Wu as Director   For       Against    Management
2     Re-elect Samuelson S.M. Young as Director For       Against    Management
3     Approve Auditors and Authorize Board to   For       For        Management
      Fix Their Remuneration for FY 2009
4     Approve Auditors and Authorize Board to   For       For        Management
      Fix Their Remuneration for FY 2010
5     Accept Financial Statements and Statutory For       For        Management
      Reports (Voting)
6     Authorize Board to Ratify and Execute     For       Against    Management
      Approved Resolutions


--------------------------------------------------------------------------------

Vera Bradley, Inc.

Ticker:       VRA            Security ID:  92335C106
Meeting Date: JUN 22, 2011   Meeting Type: Annual
Record Date:  MAY 23, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John E. Kyees              For       For        Management
1.2   Elect Director Michael C. Ray             For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       Against    Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     Three     One Year   Management


--------------------------------------------------------------------------------

Vitamin Shoppe, Inc.

Ticker:       VSI            Security ID:  92849E101
Meeting Date: JUN 1, 2011    Meeting Type: Annual
Record Date:  APR 8, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard L. Markee          For       For        Management
1.2   Elect Director B. Michael Becker          For       For        Management
1.3   Elect Director Catherine E. Buggeln       For       For        Management
1.4   Elect Director John H. Edmondson          For       For        Management
1.5   Elect Director David H. Edwab             For       For        Management
1.6   Elect Director Douglas R. Korn            For       For        Management
1.7   Elect Director Richard L. Perkal          For       For        Management
1.8   Elect Director Beth M. Pritchard          For       For        Management
1.9   Elect Director Katherine Savitt-Lennon    For       For        Management
1.10  Elect Director Anthony N. Truesdale       For       For        Management
2     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency     Three     One Year   Management
4     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

Volcano Corporation

Ticker:       VOLC           Security ID:  928645100
Meeting Date: JUL 29, 2010   Meeting Type: Annual
Record Date:  JUN 1, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Kieran T. Gallahue         For       For        Management
1.2   Elect Director Alexis V. Lukianov         For       For        Management
1.3   Elect Director John Onopchenko            For       For        Management
2     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

Volcano Corporation

Ticker:       VOLC           Security ID:  928645100
Meeting Date: MAY 2, 2011    Meeting Type: Annual
Record Date:  MAR 4, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael J. Coyle           For       For        Management
1.2   Elect Director Roy T. Tanaka              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management


--------------------------------------------------------------------------------

WABCO Holdings Inc.

Ticker:       WBC            Security ID:  92927K102
Meeting Date: MAY 26, 2011   Meeting Type: Annual
Record Date:  APR 5, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director G. Peter D'Aloia           For       Withhold   Management
1.2   Elect Director Juergen W. Gromer          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management


--------------------------------------------------------------------------------

Waddell & Reed Financial, Inc.

Ticker:       WDR            Security ID:  930059100
Meeting Date: APR 6, 2011    Meeting Type: Annual
Record Date:  FEB 11, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Sharilyn S. Gasaway        For       For        Management
1.2   Elect Director Alan W. Kosloff            For       For        Management
1.3   Elect Director Jerry W. Walton            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     Three     One Year   Management


--------------------------------------------------------------------------------

WebMD Health Corp.

Ticker:       WBMD           Security ID:  94770V102
Meeting Date: OCT 21, 2010   Meeting Type: Annual
Record Date:  SEP 15, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Kevin M. Cameron           For       For        Management
1.2   Elect Director Wayne T. Gattinella        For       For        Management
1.3   Elect Director Abdool Rahim Moossa        For       For        Management
1.4   Elect Director Stanley S. Trotman, Jr.    For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

WESCO International, Inc.

Ticker:       WCC            Security ID:  95082P105
Meeting Date: MAY 25, 2011   Meeting Type: Annual
Record Date:  MAR 30, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director George L. Miles Jr.        For       For        Management
1.2   Elect Director John K. Morgan             For       For        Management
1.3   Elect Director James L. Singleton         For       For        Management
2     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
4     Ratify Auditors                           For       For        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:  Oppenheimer Discovery Fund

By:          William F. Glavin, Jr.*
             --------------
             William F. Glavin, Jr.
             President and Principal Executive Officer

Date:        August 4, 2011

*By:         /s/ Randy Legg
             --------------
             Randy Legg, Attorney in Fact