0001206774-12-003416.txt : 20120814 0001206774-12-003416.hdr.sgml : 20120814 20120814112637 ACCESSION NUMBER: 0001206774-12-003416 CONFORMED SUBMISSION TYPE: N-PX PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120630 FILED AS OF DATE: 20120814 DATE AS OF CHANGE: 20120814 EFFECTIVENESS DATE: 20120814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOMPSON PLUMB FUNDS INC CENTRAL INDEX KEY: 0000795264 IRS NUMBER: 000000000 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: N-PX SEC ACT: 1940 Act SEC FILE NUMBER: 811-04946 FILM NUMBER: 121030602 BUSINESS ADDRESS: STREET 1: 918 DEMING WAY STREET 2: 3RD FLOOR CITY: MADISON STATE: WI ZIP: 53717 BUSINESS PHONE: 608-827-5700 MAIL ADDRESS: STREET 1: 918 DEMING WAY STREET 2: 3RD FLOOR CITY: MADISON STATE: WI ZIP: 53717 FORMER COMPANY: FORMER CONFORMED NAME: THOMPSON UNGER & PLUMB FUNDS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MADISON TOTAL RETURN FUND INC DATE OF NAME CHANGE: 19861222 0000795264 S000002451 Thompson Plumb Growth Fund C000006581 Thompson Plumb Growth Fund thpgx 0000795264 S000002452 Thompson Plumb Bond Fund C000006582 Thompson Plumb Bond Fund thopx 0000795264 S000021538 Thompson Plumb MidCap Fund C000061640 Thompson Plumb MidCap Fund thpmx N-PX 1 thompsonplumb_npx.htm ANNUAL REPORT OF PROXY VOTING RECORD

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

Investment Company Act File Number 811-4946

THOMPSON PLUMB FUNDS, INC.
(Exact name of registrant as specified in charter)

918 Deming Way
Madison, Wisconsin 53717
(Address of principal executive offices)--(Zip code)

John W. Thompson
Chief Executive Officer and President
Thompson Plumb Funds, Inc
.
918 Deming Way
Madison, Wisconsin 53717
(Name and address of agent for service)

Registrant's telephone number, including area code: (608) 827-5700

Date of fiscal year end: 11/30/2012

Date of reporting period: 07/01/2011-6/30/2012

Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

FLEXTRONICS INTERNATIONAL LTD.    
Security Y2573F102 Meeting Type Annual
Ticker Symbol FLEX Meeting Date 22-Jul-2011
ISIN SG9999000020 Agenda 933476500 - Management
Item Proposal Type Vote For/Against
        Management
1A ELECTION OF DIRECTOR: ROBERT L. Management For For
EDWARDS
1B ELECTION OF DIRECTOR: DANIEL H. Management For For
SCHULMAN
2 TO APPROVE THE RE-APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS
FLEXTRONICS'S INDEPENDENT AUDITORS
FOR THE 2012 FISCAL YEAR AND TO
AUTHORIZE THE BOARD OF DIRECTORS TO
FIX ITS REMUNERATION.
3 TO APPROVE THE GENERAL Management For For
AUTHORIZATION FOR THE DIRECTORS OF
FLEXTRONICS TO ALLOT AND ISSUE
ORDINARY SHARES.
4 TO APPROVE CHANGES IN THE CASH Management Against Against
COMPENSATION PAYABLE TO
FLEXTRONICS'S NON-EMPLOYEE
DIRECTORS AND THE CHAIRMAN OF THE
BOARD OF DIRECTORS.
5 TO APPROVE A NON-BINDING, ADVISORY Management Against Against
RESOLUTION RELATING TO THE
COMPENSATION OF FLEXTRONICS'S NAMED
EXECUTIVE OFFICERS.
6 THE FREQUENCY OF A NON-BINDING, Management 1 Year For
ADVISORY RESOLUTION TO APPROVE THE
COMPENSATION OF FLEXTRONIC'S NAMED
EXECUTIVE OFFICERS.
S1 EXTRAORDINARY GENERAL MEETING Management For For
PROPOSAL: TO APPROVE THE RENEWAL OF
THE SHARE PURCHASE MANDATE
RELATING TO ACQUISITIONS BY
FLEXTRONICS OF ITS OWN ISSUED
ORDINARY SHARES.
MCKESSON CORPORATION    
Security 58155Q103 Meeting Type Annual
Ticker Symbol MCK Meeting Date 27-Jul-2011
ISIN US58155Q1031 Agenda 933483808 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: ANDY D. BRYANT Management For For
1B ELECTION OF DIRECTOR: WAYNE A. BUDD Management For For
1C ELECTION OF DIRECTOR: JOHN H. Management For For
HAMMERGREN
1D ELECTION OF DIRECTOR: ALTON F. IRBY III Management For For
1E ELECTION OF DIRECTOR: M. CHRISTINE Management For For
JACOBS
1F ELECTION OF DIRECTOR: MARIE L. Management For For
KNOWLES
1G ELECTION OF DIRECTOR: DAVID M. Management For For
LAWRENCE, M.D.
1H ELECTION OF DIRECTOR: EDWARD A. Management For For
MUELLER
1I ELECTION OF DIRECTOR: JANE E. SHAW, Management For For
PH.D.
2 RATIFICATION OF THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING MARCH 31, 2012.
3 ADVISORY VOTE ON EXECUTIVE Management Against Against
COMPENSATION.
4 ADVISORY VOTE ON THE FREQUENCY OF Management 1 Year For
THE ADVISORY VOTE ON EXECUTIVE
COMPENSATION.
5 APPROVAL OF AN AMENDMENT TO OUR Management For For
AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION ("CERTIFICATE OF
INCORPORATION") TO REDUCE THE VOTE
REQUIRED TO AMEND OUR CERTIFICATE OF
INCORPORATION IN ANY MANNER THAT
WILL ADVERSELY AFFECT HOLDERS OF
SERIES A JUNIOR PARTICIPATING
PREFERRED STOCK.
6 APPROVAL OF AN AMENDMENT TO THE Management For For
CERTIFICATE OF INCORPORATION TO
REDUCE THE VOTE REQUIRED TO ADOPT,
ALTER OR REPEAL ANY BY-LAW.
7 APPROVAL OF AN AMENDMENT TO THE Management For For
CERTIFICATE OF INCORPORATION TO
ELIMINATE THE SUPERMAJORITY VOTING
REQUIREMENTS, AND ASSOCIATED "FAIR
PRICE" PROVISION, APPLICABLE TO
CERTAIN BUSINESS COMBINATIONS.
8 APPROVAL OF AN AMENDMENT TO THE Management Against Against
CERTIFICATE OF INCORPORATION TO
REMOVE A TRANSITIONAL PROVISION
RELATED TO THE CLASSIFIED BOARD
STRUCTURE ELIMINATED IN 2007.
9 APPROVAL OF AN AMENDMENT TO THE Management For For
CERTIFICATE OF INCORPORATION TO
CONFORM THE "INTERESTED
TRANSACTIONS" PROVISIONS AND THE
STOCKHOLDER ACTION PROVISION TO
APPLICABLE LAW.
10 STOCKHOLDER PROPOSAL ON SIGNIFICANT Shareholder Against For
EXECUTIVE STOCK RETENTION FOR TWO
YEARS BEYOND RETIREMENT.

Page 1 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

ELECTRONIC ARTS INC.    
Security 285512109 Meeting Type Annual
Ticker Symbol ERTS Meeting Date 28-Jul-2011
ISIN US2855121099 Agenda 933480294 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: LEONARD S. Management For For
COLEMAN
1B ELECTION OF DIRECTOR: JEFFREY T. Management For For
HUBER
1C ELECTION OF DIRECTOR: GERALDINE B. Management For For
LAYBOURNE
1D ELECTION OF DIRECTOR: GREGORY B. Management For For
MAFFEI
1E ELECTION OF DIRECTOR: VIVEK PAUL Management For For
1F ELECTION OF DIRECTOR: LAWRENCE F. Management For For
PROBST III
1G ELECTION OF DIRECTOR: JOHN S. Management For For
RICCITIELLO
1H ELECTION OF DIRECTOR: RICHARD A. Management For For
SIMONSON
1I ELECTION OF DIRECTOR: LINDA J. SRERE Management For For
1J ELECTION OF DIRECTOR: LUIS A. UBINAS Management For For
2 APPROVE AN AMENDMENT TO THE 2000 Management Against Against
EQUITY INCENTIVE PLAN.
3 APPROVE AN AMENDMENT TO THE 2000 Management For For
EMPLOYEE STOCK PURCHASE PLAN.
4 ADVISORY VOTE ON THE COMPENSATION Management For For
OF THE NAMED EXECUTIVE OFFICERS.
5 ADVISORY VOTE ON THE FREQUENCY OF Management 1 Year For
HOLDING FUTURE ADVISORY VOTES ON
THE COMPENSATION OF THE NAMED
EXECUTIVE OFFICERS.
6 RATIFICATION OF THE APPOINTMENT OF Management For For
KPMG LLP AS INDEPENDENT AUDITORS FOR
FISCAL YEAR 2012.

Page 2 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

XILINX, INC.    
Security 983919101 Meeting Type Annual
Ticker Symbol XLNX Meeting Date 10-Aug-2011
ISIN US9839191015 Agenda 933481715 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: PHILIP T. GIANOS Management For For
1B ELECTION OF DIRECTOR: MOSHE N. Management For For
GAVRIELOV
1C ELECTION OF DIRECTOR: JOHN L. DOYLE Management For For
1D ELECTION OF DIRECTOR: JERALD G. Management For For
FISHMAN
1E ELECTION OF DIRECTOR: WILLIAM G. Management For For
HOWARD, JR.
1F ELECTION OF DIRECTOR: J. MICHAEL Management For For
PATTERSON
1G ELECTION OF DIRECTOR: ALBERT A. Management For For
PIMENTEL
1H ELECTION OF DIRECTOR: MARSHALL C. Management For For
TURNER
1I ELECTION OF DIRECTOR: ELIZABETH W. Management For For
VANDERSLICE
2 APPROVE AN AMENDMENT TO 1990 Management For For
EMPLOYEE QUALIFIED STOCK PURCHASE
PLAN, ALL AS MORE FULLY DESCRIBED IN
THE PROXY STATEMENT.
3 APPROVE AN AMENDMENT TO THE 2007 Management For For
EQUITY INCENTIVE PLAN, ALL AS MORE
FULLY DESCRIBED IN THE PROXY
STATEMENT.
4 APPROVE CERTAIN PROVISIONS OF 2007 Management For For
EQUITY INCENTIVE PLAN FOR PURPOSES
OF COMPLYING WITH THE INTERNAL
REVENUE CODE OF 1986.
5 PROPOSAL TO APPROVE, ON AN ADVISORY Management For For
BASIS, THE COMPENSATION OF THE
COMPANY'S NAMED EXECUTIVE OFFICERS.
6 PROPOSAL TO RECOMMEND, ON AN Management 1 Year For
ADVISORY BASIS, THE FREQUENCY OF
VOTES ON EXECUTIVE COMPENSATION.
7 PROPOSAL TO RATIFY THE APPOINTMENT Management For For
OF ERNST & YOUNG LLP AS THE
COMPANY'S EXTERNAL AUDITORS FOR
FISCAL 2012.
MEDTRONIC, INC.    
Security 585055106 Meeting Type Annual
Ticker Symbol MDT Meeting Date 25-Aug-2011
ISIN US5850551061 Agenda 933486931 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 RICHARD H. ANDERSON For For
2 DAVID L. CALHOUN For For
3 VICTOR J. DZAU, M.D. For For
4 OMAR ISHRAK For For
5 SHIRLEY ANN JACKSON PHD For For
6 JAMES T. LENEHAN For For
7 DENISE M. O'LEARY For For
8 KENDALL J. POWELL For For
9 ROBERT C. POZEN For For
10 JEAN-PIERRE ROSSO For For
11 JACK W. SCHULER For For
2 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
MEDTRONIC'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
3 A NON-BINDING ADVISORY VOTE ON Management For For
EXECUTIVE COMPENSATION (A "SAY-ON-
PAY" VOTE).
4 A NON-BINDING ADVISORY VOTE ON THE Management 1 Year For
FREQUENCY OF SAY-ON-PAY VOTES.

Page 3 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

PATTERSON COMPANIES, INC.    
Security 703395103 Meeting Type Annual
Ticker Symbol PDCO Meeting Date 12-Sep-2011
ISIN US7033951036 Agenda 933495257 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 ANDRE B. LACY For For
2 LES C. VINNEY For For
2 ADVISORY APPROVAL OF EXECUTIVE Management Against Against
COMPENSATION.
3 ADVISORY VOTE ON THE FREQUENCY OF Management 1 Year N/A
SHAREHOLDER APPROVAL OF EXECUTIVE
COMPENSATION.
4 TO RATIFY THE SELECTION OF ERNST & Management For For
YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING APRIL 28,
2012
LIONS GATE ENTERTAINMENT CORP.    
Security 535919203 Meeting Type Annual
Ticker Symbol LGF Meeting Date 13-Sep-2011
ISIN CA5359192039 Agenda 933499407 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 NORMAN BACAL For For
2 MICHAEL BURNS For For
3 ARTHUR EVRENSEL For For
4 JON FELTHEIMER For For
5 FRANK GIUSTRA For For
6 MORLEY KOFFMAN For For
7 HARALD LUDWIG For For
8 G. SCOTT PATERSON For For
9 MARK H. RACHESKY, M.D. For For
10 DARYL SIMM For For
11 HARDWICK SIMMONS For For
12 PHYLLIS YAFFE For For
2 PROPOSAL TO REAPPOINT ERNST & YOUNG Management For For
LLP AS THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE
COMPANY.
3 PROPOSAL TO CONDUCT AN ADVISORY Management For For
VOTE TO APPROVE EXECUTIVE
COMPENSATION.
4 PROPOSAL TO CONDUCT AN ADVISORY Management 1 Year For
VOTE ON THE FREQUENCY OF FUTURE
ADVISORY VOTES ON EXECUTIVE
COMPENSATION.
5 IN THEIR DISCRETION, THE PROXIES ARE Management For For
AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING.

Page 4 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

SEADRILL LIMITED    
Security G7945E105 Meeting Type Annual
Ticker Symbol SDRL Meeting Date 23-Sep-2011
ISIN BMG7945E1057 Agenda 933496083 - Management
Item Proposal Type Vote For/Against
          Management
1 TO RE-ELECT JOHN FREDRIKSEN AS A Management For For
DIRECTOR OF THE COMPANY.
2 TO RE-ELECT TOR OLAV TROIM AS A Management For For
DIRECTOR OF THE COMPANY.
3 TO RE-ELECT KATE BLAKENSHIP AS A Management For For
DIRECTOR OF THE COMPANY.
4 TO RE-ELECT KATHRINE FREDRIKSEN AS A Management For For
DIRECTOR OF THE COMPANY.
5 TO RE-ELECT CARL ERIK STEEN AS A Management For For
DIRECTOR OF THE COMPANY.
6 PROPOSAL TO RE-APPOINT Management For For
PRICEWATERHOUSECOOPERS, AS OF
OSLO, NORWAY AS AUDITORS AND TO
AUTHORIZE THE DIRECTORS TO
DETERMINE THEIR REMUNERATION.
7 PROPOSAL TO APPROVE THE Management For For
REMUNERATION OF THE COMPANY'S
BOARD OF DIRECTORS OF A TOTAL
AMOUNT OF FEES NOT TO EXCEED
US$800,000 FOR THE YEAR ENDED
DECEMBER 31, 2011.
TAKE-TWO INTERACTIVE SOFTWARE, INC.    
Security 874054109 Meeting Type Annual
Ticker Symbol TTWO Meeting Date 26-Sep-2011
ISIN US8740541094 Agenda 933496867 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 STRAUSS ZELNICK For For
2 ROBERT A. BOWMAN For For
3 SUNGHWAN CHO For For
4 MICHAEL DORNEMANN For For
5 BRETT ICAHN For For
6 J. MOSES For For
7 JAMES L. NELSON For For
8 MICHAEL SHERESKY For For
2 APPROVAL OF THE AMENDMENT TO THE Management Against Against
TAKE-TWO INTERACTIVE SOFTWARE, INC.
2009 STOCK INCENTIVE PLAN.
3 APPROVAL OF THE MANAGEMENT Management For For
AGREEMENT, DATED AS OF MAY 20, 2011,
BY AND BETWEEN ZELNICK MEDIA
CORPORATION AND TAKE-TWO
INTERACTIVE SOFTWARE, INC.
4 ADVISORY VOTE TO APPROVE THE Management For For
COMPENSATION OF THE NAMED EXECUTIVE
OFFICERS.
5 ADVISORY VOTE ON THE FREQUENCY OF Management 1 Year For
HOLDING FUTURE ADVISORY VOTES TO
APPROVE THE COMPENSATION OF THE
NAMED EXECUTIVE OFFICERS.
6 RATIFICATION OF THE APPOINTMENT OF Management For For
ERNST & YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING MARCH 31,
2012

Page 5 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

FEDEX CORPORATION    
Security 31428X106 Meeting Type Annual
Ticker Symbol FDX Meeting Date 26-Sep-2011
ISIN US31428X1063 Agenda 933497186 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: JAMES L. Management For For
BARKSDALE
1B ELECTION OF DIRECTOR: JOHN A. Management For For
EDWARDSON
1C ELECTION OF DIRECTOR: SHIRLEY ANN Management For For
JACKSON
1D ELECTION OF DIRECTOR: STEVEN R. Management For For
LORANGER
1E ELECTION OF DIRECTOR: GARY W. Management For For
LOVEMAN
1F ELECTION OF DIRECTOR: R. BRAD MARTIN Management For For
1G ELECTION OF DIRECTOR: JOSHUA COOPER Management For For
RAMO
1H ELECTION OF DIRECTOR: SUSAN C. Management For For
SCHWAB
1I ELECTION OF DIRECTOR: FREDERICK W. Management For For
SMITH
1J ELECTION OF DIRECTOR: JOSHUA I. SMITH Management For For
1K ELECTION OF DIRECTOR: DAVID P. STEINER Management For For
1L ELECTION OF DIRECTOR: PAUL S. WALSH Management For For
2 APPROVAL OF AMENDMENT TO Management For For
CERTIFICATE OF INCORPORATION IN
ORDER TO ALLOW STOCKHOLDERS TO
CALL SPECIAL MEETINGS.
3 RATIFICATION OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
4 ADVISORY VOTE ON EXECUTIVE Management For For
COMPENSATION.
5 ADVISORY VOTE ON THE FREQUENCY OF Management 1 Year For
FUTURE ADVISORY VOTES ON EXECUTIVE
COMPENSATION.
6 STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
INDEPENDENT BOARD CHAIRMAN.
7 STOCKHOLDER PROPOSAL REQUIRING Shareholder For Against
EXECUTIVES TO RETAIN SIGNIFICANT
STOCK.
8 STOCKHOLDER PROPOSAL REGARDING Shareholder For Against
POLITICAL CONTRIBUTIONS REPORT.
THE PROCTER & GAMBLE COMPANY    
Security 742718109 Meeting Type Annual
Ticker Symbol PG Meeting Date 11-Oct-2011
ISIN US7427181091 Agenda 933500705 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: ANGELA F. BRALY Management For For
1B ELECTION OF DIRECTOR: KENNETH I. Management For For
CHENAULT
1C ELECTION OF DIRECTOR: SCOTT D. COOK Management For For
1D ELECTION OF DIRECTOR: SUSAN DESMOND- Management For For
HELLMANN
1E ELECTION OF DIRECTOR: ROBERT A. Management For For
MCDONALD
1F ELECTION OF DIRECTOR: W. JAMES Management For For
MCNERNEY, JR.
1G ELECTION OF DIRECTOR: JOHNATHAN A. Management For For
RODGERS
1H ELECTION OF DIRECTOR: MARGARET C. Management For For
WHITMAN
1I ELECTION OF DIRECTOR: MARY AGNES Management For For
WILDEROTTER
1J ELECTION OF DIRECTOR: PATRICIA A. Management For For
WOERTZ
1K ELECTION OF DIRECTOR: ERNESTO Management For For
ZEDILLO
2 RATIFY APPOINTMENT OF THE Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM (PAGE 65 OF PROXY
STATEMENT)
3 ADVISORY VOTE TO APPROVE THE Management Against Against
COMPANY'S SAY ON PAY VOTE (PAGES 65-
66 OF PROXY STATEMENT)
4 ADVISORY VOTE TO RECOMMEND THE Management 1 Year For
FREQUENCY OF THE SAY ON PAY VOTE
(PAGES 66-67 OF PROXY STATEMENT)
5 AMEND THE COMPANY'S AMENDED Management For For
ARTICLES OF INCORPORATION (PAGE 67 OF
PROXY STATEMENT)
6 SHAREHOLDER PROPOSAL #1 - Shareholder For Against
CUMULATIVE VOTING (PAGE 68 OF PROXY
STATEMENT)
7 SHAREHOLDER PROPOSAL #2 - ANIMAL Shareholder Against For
TESTING (PAGES 69-70 OF PROXY
STATEMENT)
8 SHAREHOLDER PROPOSAL #3 - Shareholder Against For
ELECTIONEERING CONTRIBUTIONS (PAGES
70-72 OF PROXY STATEMENT)

Page 6 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

LINEAR TECHNOLOGY CORPORATION    
Security 535678106 Meeting Type Annual
Ticker Symbol LLTC Meeting Date 02-Nov-2011
ISIN US5356781063 Agenda 933508472 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 ROBERT H. SWANSON, JR. For For
2 LOTHAR MAIER For For
3 ARTHUR C. AGNOS For For
4 JOHN J. GORDON For For
5 DAVID S. LEE For For
6 RICHARD M. MOLEY For For
7 THOMAS S. VOLPE For For
2 AN ADVISORY VOTE ON EXECUTIVE Management Against Against
COMPENSATION.
3 AN ADVISORY VOTE ON THE FREQUENCY Management 1 Year Against
OF EXECUTIVE COMPENSATION VOTES.
4 TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM OF
THE COMPANY FOR THE FISCAL YEAR
ENDING JULY 1, 2012.
MICROSOFT CORPORATION    
Security 594918104 Meeting Type Annual
Ticker Symbol MSFT Meeting Date 15-Nov-2011
ISIN US5949181045 Agenda 933510706 - Management
Item Proposal Type Vote For/Against
          Management
1 ELECTION OF DIRECTOR: STEVEN A. Management For For
BALLMER
2 ELECTION OF DIRECTOR: DINA DUBLON Management For For
3 ELECTION OF DIRECTOR: WILLIAM H. GATES Management For For
III
4 ELECTION OF DIRECTOR: RAYMOND V. Management For For
GILMARTIN
5 ELECTION OF DIRECTOR: REED HASTINGS Management For For
6 ELECTION OF DIRECTOR: MARIA M. KLAWE Management For For
7 ELECTION OF DIRECTOR: DAVID F. Management For For
MARQUARDT
8 ELECTION OF DIRECTOR: CHARLES H. Management For For
NOSKI
9 ELECTION OF DIRECTOR: HELMUT PANKE Management For For
10 ADVISORY VOTE ON NAMED EXECUTIVE Management For For
OFFICER COMPENSATION.
11 ADVISORY VOTE ON FREQUENCY OF Management 1 Year For
ADVISORY VOTE ON NAMED EXECUTIVE
OFFICER COMPENSATION.
12 RATIFICATION OF THE SELECTION OF Management For For
DELOITTE & TOUCHE LLP AS THE
COMPANY'S INDEPENDENT AUDITOR.
13 SHAREHOLDER PROPOSAL 1. Shareholder Against For
ESTABLISHMENT OF A BOARD COMMITTEE
ON ENVIRONMENTAL SUSTAINABILITY.

Page 7 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

JDS UNIPHASE CORPORATION    
Security 46612J507 Meeting Type Annual
Ticker Symbol JDSU Meeting Date 16-Nov-2011
ISIN US46612J5074 Agenda 933511633 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 PENELOPE A. HERSCHER For For
2 MASOOD JABBAR For For
3 THOMAS WAECHTER For For
2 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
INDEPENDENT PUBLIC ACCOUNTING FIRM
FOR JDS UNIPHASE CORPORATION FOR
THE FISCAL YEAR ENDING JUNE 30, 2012.
3 TO APPROVE, BY NON-BINDING ADVISORY Management Against Against
VOTE, THE COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
4 TO RECOMMEND, BY NON-BINDING Management 1 Year For
ADVISORY VOTE, THE FREQUENCY OF THE
ADVISORY VOTE ON THE COMPENSATION
OF OUR NAMED EXECUTIVE OFFICERS.
SYSCO CORPORATION    
Security 871829107 Meeting Type Annual
Ticker Symbol SYY Meeting Date 16-Nov-2011
ISIN US8718291078 Agenda 933511998 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: JUDITH B. Management For For
CRAVEN, M.D.
1B ELECTION OF DIRECTOR: WILLIAM J. Management For For
DELANEY
1C ELECTION OF DIRECTOR: LARRY C. Management For For
GLASSCOCK
1D ELECTION OF DIRECTOR: RICHARD G. Management For For
TILGHMAN
2 TO APPROVE, BY NON-BINDING VOTE, THE Management For For
COMPENSATION PAID TO SYSCO'S NAMED
EXECUTIVE OFFICERS, AS DISCLOSED
PURSUANT TO ITEM 402 OF REGULATION S-K,
INCLUDING THE COMPENSATION
DISCUSSION AND ANALYSIS,
COMPENSATION TABLES AND NARRATIVE
DISCUSSION.
3 TO RECOMMEND, BY NON-BINDING VOTE, Management 1 Year For
THE FREQUENCY WITH WHICH SYSCO WILL
CONDUCT STOCKHOLDER ADVISORY
VOTES ON EXECUTIVE COMPENSATION.
4 TO APPROVE AN AMENDMENT TO SYSCO'S Management For For
BYLAWS TO IMPLEMENT A STAGGERED
DECLASSIFICATION OF THE BOARD OF
DIRECTORS OVER A THREE-YEAR PERIOD
BEGINNING WITH THE ELECTION OF THE
CLASS II DIRECTORS FOR A ONE-YEAR
TERM AT SYSCO'S 2012 ANNUAL MEETING
OF STOCKHOLDERS.
5 TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS SYSCO'S INDEPENDENT
ACCOUNTANTS FOR FISCAL 2012.

Page 8 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

RESMED INC.    
Security 761152107 Meeting Type Annual
Ticker Symbol RMD Meeting Date 16-Nov-2011
ISIN US7611521078 Agenda 933512041 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: CHRISTOPHER Management For For
ROBERTS
1B ELECTION OF DIRECTOR: JOHN WAREHAM Management For For
2 TO APPROVE THE AMENDMENT TO THE 2009 Management Against Against
INCENTIVE AWARD PLAN, WHICH IN PART
INCREASES THE NUMBER OF SHARES
AUTHORIZED FOR ISSUANCE UNDER THE
PLAN FROM 22,921,650 (POST SPLIT) TO
35,475,000 SHARES.
3 TO APPROVE, ON AN ADVISORY BASIS, THE Management For For
COMPENSATION PAID TO OUR NAMED
EXECUTIVE OFFICERS.
4 TO SELECT THE FREQUENCY OF FUTURE Management 1 Year For
ADVISORY VOTES ON EXECUTIVE
COMPENSATION EVERY YEAR, EVERY TWO
YEARS OR EVERY THREE YEARS, AS
INDICATED.
5 RATIFICATION OF THE SELECTION OF KPMG Management For For
LLP AS OUR INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING JUNE 30, 2012.
MAXIM INTEGRATED PRODUCTS, INC.    
Security 57772K101 Meeting Type Annual
Ticker Symbol MXIM Meeting Date 16-Nov-2011
ISIN US57772K1016 Agenda 933513233 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 TUNC DOLUCA For For
2 B. KIPLING HAGOPIAN For For
3 JAMES R. BERGMAN For For
4 JOSEPH R. BRONSON For For
5 ROBERT E. GRADY For For
6 WILLIAM D. WATKINS For For
7 A.R. FRANK WAZZAN For For
2 TO RATIFY THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS MAXIM'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING JUNE 30,
2012.
3 TO RATIFY AND APPROVE AN AMENDMENT Management For For
TO MAXIM'S 2008 EMPLOYEE STOCK
PURCHASE PLAN TO INCREASE THE
NUMBER OF SHARES AVAILABLE FOR
ISSUANCE THEREUNDER BY 2,000,000
SHARES.
4 TO RATIFY AND APPROVE AN AMENDMENT Management Against Against
TO MAXIM'S AMENDED AND RESTATED 1996
STOCK INCENTIVE PLAN TO INCREASE THE
NUMBER OF SHARES AVAILABLE FOR
ISSUANCE THEREUNDER BY 7,000,000
SHARES.
5 TO APPROVE THE COMPENSATION OF Management Against Against
MAXIM'S NAMED EXECUTIVE OFFICERS
PURSUANT TO AN ADVISORY VOTE
THEREON.
6 ADVISORY VOTE ON THE FREQUENCY OF Management 1 Year For
FUTURE ADVISORY VOTES ON THE
COMPENSATION OF MAXIM'S NAMED
EXECUTIVE OFFICERS.

Page 9 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

CISCO SYSTEMS, INC.    
Security 17275R102 Meeting Type Annual
Ticker Symbol CSCO Meeting Date 07-Dec-2011
ISIN US17275R1023 Agenda 933516885 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: CAROL A. BARTZ Management For For
1B ELECTION OF DIRECTOR: M. MICHELE Management For For
BURNS
1C ELECTION OF DIRECTOR: MICHAEL D. Management For For
CAPELLAS
1D ELECTION OF DIRECTOR: LARRY R. CARTER Management For For
1E ELECTION OF DIRECTOR: JOHN T. Management For For
CHAMBERS
1F ELECTION OF DIRECTOR: BRIAN L. HALLA Management For For
1G ELECTION OF DIRECTOR: DR. JOHN L. Management For For
HENNESSY
1H ELECTION OF DIRECTOR: RICHARD M. Management For For
KOVACEVICH
1I ELECTION OF DIRECTOR: RODERICK C. Management For For
MCGEARY
1J ELECTION OF DIRECTOR: ARUN SARIN Management For For
1K ELECTION OF DIRECTOR: STEVEN M. WEST Management For For
1L ELECTION OF DIRECTOR: JERRY YANG Management For For
2 APPROVAL OF AMENDMENT AND Management For For
RESTATEMENT OF THE CISCO 2005 STOCK
INCENTIVE PLAN.
3 APPROVAL, ON AN ADVISORY BASIS, OF Management For For
EXECUTIVE COMPENSATION.
4 RECOMMENDATION, ON AN ADVISORY Management 1 Year For
BASIS, ON THE FREQUENCY OF EXECUTIVE
COMPENSATION VOTES.
5 RATIFICATION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
CISCO'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL
2012.
6 APPROVAL TO AMEND CISCO'S BYLAWS TO Shareholder Against For
ESTABLISH A BOARD COMMITTEE ON
ENVIRONMENTAL SUSTAINABILITY.
7 APPROVAL TO REQUIRE THE BOARD TO Shareholder Against For
PUBLISH INTERNET FRAGMENTATION
REPORT TO SHAREHOLDERS WITHIN SIX
MONTHS.
8 APPROVAL TO REQUIRE THAT CISCO Shareholder For Against
EXECUTIVES RETAIN A SIGNIFICANT
PERCENTAGE OF STOCK UNTIL TWO YEARS
FOLLOWING TERMINATION.
MEDCO HEALTH SOLUTIONS, INC.    
Security 58405U102 Meeting Type Special
Ticker Symbol MHS Meeting Date 21-Dec-2011
ISIN US58405U1025 Agenda 933528385 - Management
Item Proposal Type Vote For/Against
          Management
1 TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF JULY 20, 2011, AS
AMENDED ON NOVEMBER 7, 2011 AND AS IT
MAY BE AMENDED FROM TIME TO TIME (THE
"MERGER AGREEMENT"), BY AND AMONG
EXPRESS SCRIPTS, INC., MEDCO HEALTH
SOLUTIONS, INC., ARISTOTLE HOLDING,
INC., ARISTOTLE MERGER SUB, INC., AND
PLATO MERGER SUB, INC.
2 TO APPROVE THE ADJOURNMENT OF THE Management For For
SPECIAL MEETING, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE INSUFFICIENT
VOTES AT THE TIME OF THE SPECIAL
MEETING TO APPROVE THE PROPOSAL TO
ADOPT THE MERGER AGREEMENT.
3 TO APPROVE, BY NON-BINDING ADVISORY Management Against Against
VOTE, THE COMPENSATION
ARRANGEMENTS FOR THE COMPANY'S
NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH THE MERGERS
CONTEMPLATED BY THE MERGER
AGREEMENT.

Page 10 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

WALGREEN CO.    
Security 931422109 Meeting Type Annual
Ticker Symbol WAG Meeting Date 11-Jan-2012
ISIN US9314221097 Agenda 933529717 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: DAVID J. BRAILER Management For For
1B ELECTION OF DIRECTOR: STEVEN A. DAVIS Management For For
1C ELECTION OF DIRECTOR: WILLIAM C. FOOTE Management For For
1D ELECTION OF DIRECTOR: MARK P. Management For For
FRISSORA
1E ELECTION OF DIRECTOR: GINGER L. Management For For
GRAHAM
1F ELECTION OF DIRECTOR: ALAN G. MCNALLY Management For For
1G ELECTION OF DIRECTOR: NANCY M. Management For For
SCHLICHTING
1H ELECTION OF DIRECTOR: DAVID Y. Management For For
SCHWARTZ
1I ELECTION OF DIRECTOR: ALEJANDRO SILVA Management For For
1J ELECTION OF DIRECTOR: JAMES A. Management For For
SKINNER
1K ELECTION OF DIRECTOR: GREGORY D. Management For For
WASSON
2 RATIFY THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS WALGREEN CO.'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
3 APPROVAL OF THE WALGREEN CO. 2011 Management Against Against
CASH-BASED INCENTIVE PLAN.
4 ADVISORY VOTE ON THE APPROVAL OF Management Against Against
NAMED EXECUTIVE OFFICER
COMPENSATION.
5 ADVISORY VOTE ON THE FREQUENCY OF Management 1 Year For
FUTURE ADVISORY VOTES ON NAMED
EXECUTIVE OFFICER COMPENSATION.
6 SHAREHOLDER PROPOSAL REGARDING AN Shareholder Against For
EXECUTIVE EQUITY RETENTION POLICY.
JOHNSON CONTROLS, INC.    
Security 478366107 Meeting Type Annual
Ticker Symbol JCI Meeting Date 25-Jan-2012
ISIN US4783661071 Agenda 933535683 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 DENNIS W. ARCHER For For
2 MARK P. VERGNANO For For
3 RICHARD GOODMAN For For
2 RATIFICATION OF Management For For
PRICEWATERHOUSECOOPERS AS
INDEPENDENT AUDITORS FOR 2012.
3 ADVISORY VOTE ON COMPENSATION OF Management Against Against
OUR NAMED EXECUTIVE OFFICERS.
4 CONSIDERATION OF A SHAREHOLDER Shareholder For Against
PROPOSAL TO DECLASSIFY THE BOARD OF
DIRECTORS.
D.R. HORTON, INC.    
Security 23331A109 Meeting Type Annual
Ticker Symbol DHI Meeting Date 26-Jan-2012
ISIN US23331A1097 Agenda 933538689 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: DONALD R. Management Against Against
HORTON
1B ELECTION OF DIRECTOR: BRADLEY S. Management Against Against
ANDERSON
1C ELECTION OF DIRECTOR: MICHAEL R. Management Against Against
BUCHANAN
1D ELECTION OF DIRECTOR: MICHAEL W. Management Against Against
HEWATT
1E ELECTION OF DIRECTOR: BOB G. SCOTT Management Against Against
1F ELECTION OF DIRECTOR: DONALD J. Management Against Against
TOMNITZ
2 ADVISORY VOTE AS TO EXECUTIVE Management For For
COMPENSATION.
3 ADVISORY VOTE AS TO THE FREQUENCY OF Management 1 Year For
FUTURE ADVISORY VOTES ON EXECUTIVE
COMPENSATION.
4 RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.

Page 11 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

VISA INC.    
Security 92826C839 Meeting Type Annual
Ticker Symbol V Meeting Date 31-Jan-2012
ISIN US92826C8394 Agenda 933536205 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: GARY P. Management Against Against
COUGHLAN
1B ELECTION OF DIRECTOR: MARY B. Management Against Against
CRANSTON
1C ELECTION OF DIRECTOR: FRANCISCO Management Against Against
JAVIER FERNANDEZ-CARBAJAL
1D ELECTION OF DIRECTOR: ROBERT W. Management Against Against
MATSCHULLAT
1E ELECTION OF DIRECTOR: CATHY E. Management Against Against
MINEHAN
1F ELECTION OF DIRECTOR: SUZANNE NORA Management Against Against
JOHNSON
1G ELECTION OF DIRECTOR: DAVID J. PANG Management Against Against
1H ELECTION OF DIRECTOR: JOSEPH W. Management Against Against
SAUNDERS
1I ELECTION OF DIRECTOR: WILLIAM S. Management Against Against
SHANAHAN
1J ELECTION OF DIRECTOR: JOHN A. Management Against Against
SWAINSON
2 TO APPROVE, ON AN ADVISORY BASIS, THE Management For For
COMPENSATION OF THE COMPANY'S
NAMED EXECUTIVE OFFICERS.
3 TO APPROVE THE VISA INC. 2007 EQUITY Management Against Against
INCENTIVE COMPENSATION PLAN, AS
AMENDED AND RESTATED.
4 TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For
AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR FISCAL YEAR 2012.
EMERSON ELECTRIC CO.    
Security 291011104 Meeting Type Annual
Ticker Symbol EMR Meeting Date 07-Feb-2012
ISIN US2910111044 Agenda 933535695 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 C. FERNANDEZ G.* For For
2 A.F. GOLDEN* For For
3 W.R. JOHNSON* For For
4 J.B. MENZER* For For
5 A.A. BUSCH III** For For
6 R.L. RIDGWAY** For For
2 APPROVAL, BY NON-BINDING ADVISORY Management For For
VOTE, OF EMERSON ELECTRIC CO.
EXECUTIVE COMPENSATION.
3 RATIFICATION OF KPMG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
4 APPROVAL OF THE STOCKHOLDER Shareholder Against For
PROPOSAL REQUESTING THE ISSUANCE OF
A SUSTAINABILITY REPORT AS DESCRIBED
IN THE PROXY STATEMENT.
5 APPROVAL OF THE STOCKHOLDER Shareholder Against For
PROPOSAL REGARDING DECLASSIFICATION
OF THE BOARD OF DIRECTORS AS
DESCRIBED IN THE PROXY STATEMENT.

Page 12 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

ROCKWELL AUTOMATION, INC.    
Security 773903109 Meeting Type Annual
Ticker Symbol ROK Meeting Date 07-Feb-2012
ISIN US7739031091 Agenda 933539124 - Management
Item Proposal Type Vote For/Against
          Management
A DIRECTOR Management
1 BETTY C. ALEWINE For For
2 VERNE G. ISTOCK For For
3 DAVID B. SPEER For For
B TO APPROVE THE SELECTION OF DELOITTE Management For For
& TOUCHE LLP AS THE CORPORATION'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
C TO APPROVE THE CORPORATION'S 2012 Management Against Against
LONG-TERM INCENTIVES PLAN.
D TO APPROVE ON AN ADVISORY BASIS THE Management For For
COMPENSATION OF THE CORPORATION'S
NAMED EXECUTIVE OFFICERS.
NOVARTIS AG    
Security 66987V109 Meeting Type Annual
Ticker Symbol NVS Meeting Date 23-Feb-2012
ISIN US66987V1098 Agenda 933549125 - Management
Item Proposal Type Vote For/Against
          Management
1 APPROVAL OF THE ANNUAL REPORT, THE Management For For
FINANCIAL STATEMENTS OF NOVARTIS AG
AND THE GROUP CONSOLIDATED
FINANCIAL STATEMENTS FOR THE
BUSINESS YEAR 2011
2 DISCHARGE FROM LIABILITY OF THE Management For For
MEMBERS OF THE BOARD OF DIRECTORS
AND THE EXECUTIVE COMMITTEE
3 APPROPRIATION OF AVAILABLE EARNINGS Management For For
OF NOVARTIS AG AND DECLARATION OF
DIVIDEND
4 REDUCTION OF SHARE CAPITAL Management For For
5A1 TO THE BOARD OF DIRECTORS RE- Management For For
ELECTION OF WILLIAM BRODY, M.D., PH.D.,
FOR A TWO-YEAR TERM
5A2 RE-ELECTION OF SRIKANT DATAR, PH.D., Management For For
FOR A THREE-YEAR TERM
5A3 RE-ELECTION OF ANDREAS VON PLANTA, Management For For
PH.D., FOR A THREE-YEAR TERM
5A4 RE-ELECTION OF DR. ING. WENDELIN Management For For
WIEDEKING FOR A THREE-YEAR TERM
5A5 RE-ELECTION OF ROLF M. ZINKERNAGEL, Management For For
M.D., FOR A TWO-YEAR TERM
5B ELECTION OF DIMITRI AZAR, M.D., FOR A Management For For
THREE-YEAR TERM
6 APPOINTMENT OF THE AUDITOR Management For For
7 ADDITIONAL AND/OR COUNTER-PROPOSALS Management For For
PRESENTED AT THE MEETING

Page 13 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

QUALCOMM INCORPORATED    
Security 747525103 Meeting Type Annual
Ticker Symbol QCOM Meeting Date 06-Mar-2012
ISIN US7475251036 Agenda 933543933 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 BARBARA T. ALEXANDER For For
2 STEPHEN M. BENNETT For For
3 DONALD G. CRUICKSHANK For For
4 RAYMOND V. DITTAMORE For For
5 THOMAS W. HORTON For For
6 PAUL E. JACOBS For For
7 ROBERT E. KAHN For For
8 SHERRY LANSING For For
9 DUANE A. NELLES For For
10 FRANCISCO ROS For For
11 BRENT SCOWCROFT For For
12 MARC I. STERN For For
2 TO RATIFY THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT PUBLIC ACCOUNTANTS FOR
OUR FISCAL YEAR ENDING SEPTEMBER 30,
2012.
3 TO HOLD AN ADVISORY VOTE ON Management Against Against
EXECUTIVE COMPENSATION.
4 TO APPROVE AN AMENDMENT TO THE Management For For
COMPANY'S RESTATED CERTIFICATE OF
INCORPORATION TO ELIMINATE THE
PLURALITY VOTING PROVISION.
HELMERICH & PAYNE, INC.    
Security 423452101 Meeting Type Annual
Ticker Symbol HP Meeting Date 07-Mar-2012
ISIN US4234521015 Agenda 933547727 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 DONALD F. ROBILLARD, JR For For
2 HON. FRANCIS ROONEY For For
3 EDWARD B. RUST, JR For For
2 RATIFICATION OF ERNST & YOUNG LLP AS Management For For
AUDITORS FOR 2012.
3 ADVISORY VOTE ON EXECUTIVE Management For For
COMPENSATION.
4A AMENDMENT TO THE COMPANY'S AMENDED Management For For
AND RESTATED CERTIFICATE OF
INCORPORATION TO IMPLEMENT A
STAGGERED DECLASSIFICATION OF THE
BOARD OF DIRECTORS OVER A THREE-
YEAR PERIOD.
4B AMENDMENT TO THE COMPANY'S AMENDED Management For For
AND RESTATED CERTIFICATE OF
INCORPORATION TO CONFIRM THAT FROM
AND AFTER THE 2015 ANNUAL MEETING,
DIRECTORS MAY BE REMOVED BY THE
STOCKHOLDERS WITH OR WITHOUT CAUSE.
THE WALT DISNEY COMPANY    
Security 254687106 Meeting Type Annual
Ticker Symbol DIS Meeting Date 13-Mar-2012
ISIN US2546871060 Agenda 933546434 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: SUSAN E. ARNOLD Management For For
1B ELECTION OF DIRECTOR: JOHN S. CHEN Management For For
1C ELECTION OF DIRECTOR: JUDITH L. ESTRIN Management For For
1D ELECTION OF DIRECTOR: ROBERT A. IGER Management For For
1E ELECTION OF DIRECTOR: FRED H. Management For For
LANGHAMMER
1F ELECTION OF DIRECTOR: AYLWIN B. LEWIS Management For For
1G ELECTION OF DIRECTOR: MONICA C. Management For For
LOZANO
1H ELECTION OF DIRECTOR: ROBERT W. Management For For
MATSCHULLAT
1I ELECTION OF DIRECTOR: SHERYL K. Management For For
SANDBERG
1J ELECTION OF DIRECTOR: ORIN C. SMITH Management For For
2 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S REGISTERED PUBLIC
ACCOUNTANTS FOR 2012.
3 TO APPROVE AN AMENDMENT TO THE 2011 Management Against Against
STOCK INCENTIVE PLAN.
4 TO APPROVE THE ADVISORY RESOLUTION Management Against Against
ON EXECUTIVE COMPENSATION.

Page 14 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

HEWLETT-PACKARD COMPANY    
Security 428236103 Meeting Type Annual
Ticker Symbol HPQ Meeting Date 21-Mar-2012
ISIN US4282361033 Agenda 933549834 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: M. L. Management For For
ANDREESSEN
1B ELECTION OF DIRECTOR: S. BANERJI Management For For
1C ELECTION OF DIRECTOR: R. L. GUPTA Management For For
1D ELECTION OF DIRECTOR: J. H. Management For For
HAMMERGREN
1E ELECTION OF DIRECTOR: R. J. LANE Management For For
1F ELECTION OF DIRECTOR: A. M. LIVERMORE Management For For
1G ELECTION OF DIRECTOR: G. M. REINER Management For For
1H ELECTION OF DIRECTOR: P. F. RUSSO Management For For
1I ELECTION OF DIRECTOR: G. K. THOMPSON Management For For
1J ELECTION OF DIRECTOR: M. C. WHITMAN Management For For
1K ELECTION OF DIRECTOR: R. V. WHITWORTH Management For For
2 RATIFICATION OF THE APPOINTMENT OF Management For For
THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING OCTOBER 31, 2012.
3 ADVISORY VOTE ON EXECUTIVE Management For For
COMPENSATION.
4 STOCKHOLDER PROPOSAL ENTITLED Shareholder Against For
"EXECUTIVES TO RETAIN SIGNIFICANT
STOCK."
SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.)    
Security 806857108 Meeting Type Annual
Ticker Symbol SLB Meeting Date 11-Apr-2012
ISIN AN8068571086 Agenda 933556827 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: PETER L.S. Management For For
CURRIE
1B ELECTION OF DIRECTOR: TONY ISAAC Management For For
1C ELECTION OF DIRECTOR: K. VAMAN KAMATH Management For For
1D ELECTION OF DIRECTOR: PAAL KIBSGAARD Management For For
1E ELECTION OF DIRECTOR: NIKOLAY Management For For
KUDRYAVTSEV
1F ELECTION OF DIRECTOR: ADRIAN LAJOUS Management For For
1G ELECTION OF DIRECTOR: MICHAEL E. Management For For
MARKS
1H ELECTION OF DIRECTOR: ELIZABETH A. Management For For
MOLER
1I ELECTION OF DIRECTOR: LUBNA S. OLAYAN Management For For
1J ELECTION OF DIRECTOR: L. RAFAEL REIF Management For For
1K ELECTION OF DIRECTOR: TORE I. Management For For
SANDVOLD
1L ELECTION OF DIRECTOR: HENRI SEYDOUX Management For For
2 TO APPROVE AN ADVISORY RESOLUTION Management Against Against
ON EXECUTIVE COMPENSATION.
3 TO APPROVE THE COMPANY'S 2011 Management For For
FINANCIAL STATEMENTS AND
DECLARATIONS OF DIVIDENDS.
4 TO APPROVE THE APPOINTMENT OF THE Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
5 TO APPROVE AMENDMENTS TO THE Management Against Against
COMPANY'S 2004 STOCK AND DEFERRAL
PLAN FOR NON-EMPLOYEE DIRECTORS TO
INCREASE THE NUMBER OF SHARES
AVAILABLE FOR ISSUANCE AND MAKE
CERTAIN TECHNICAL CHANGES.

Page 15 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

ADOBE SYSTEMS INCORPORATED    
Security 00724F101 Meeting Type Annual
Ticker Symbol ADBE Meeting Date 12-Apr-2012
ISIN US00724F1012 Agenda 933554291 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: EDWARD W. Management For For
BARNHOLT
1B ELECTION OF DIRECTOR: MICHAEL R. Management For For
CANNON
1C ELECTION OF DIRECTOR: JAMES E. DALEY Management For For
1D ELECTION OF DIRECTOR: CHARLES M. Management For For
GESCHKE
1E ELECTION OF DIRECTOR: SHANTANU Management For For
NARAYEN
2 APPROVAL OF THE AMENDMENT OF THE Management For For
2003 EQUITY INCENTIVE PLAN TO INCREASE
THE AVAILABLE SHARE RESERVE BY 12.39
MILLION SHARES, INCREASE THE MAXIMUM
NUMBER OF SHARES THAT MAY BE
GRANTED AS INCENTIVE STOCK OPTIONS,
AND APPROVE NEW PERFORMANCE
METRICS AS DESCRIBED IN THE
ACCOMPANYING PROXY STATEMENT.
3 RATIFICATION OF THE APPOINTMENT OF Management For For
KPMG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING ON NOVEMBER 30, 2012.
4 APPROVE, ON AN ADVISORY BASIS, THE Management For For
COMPENSATION OF THE NAMED EXECUTIVE
OFFICERS.
NORTHERN TRUST CORPORATION    
Security 665859104 Meeting Type Annual
Ticker Symbol NTRS Meeting Date 17-Apr-2012
ISIN US6658591044 Agenda 933556257 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 LINDA WALKER BYNOE For For
2 NICHOLAS D. CHABRAJA For For
3 SUSAN CROWN For For
4 DIPAK C. JAIN For For
5 ROBERT W. LANE For For
6 EDWARD J. MOONEY For For
7 JOHN W. ROWE For For
8 MARTIN P. SLARK For For
9 DAVID H.B. SMITH, JR. For For
10 CHARLES A. TRIBBETT III For For
11 FREDERICK H. WADDELL For For
2 APPROVAL, BY AN ADVISORY VOTE, OF THE Management For For
2011 COMPENSATION OF THE
CORPORATION'S NAMED EXECUTIVE
OFFICERS.
3 APPROVAL OF THE NORTHERN TRUST Management Against Against
CORPORATION 2012 STOCK PLAN.
4 RATIFICATION OF THE APPOINTMENT OF Management For For
KPMG LLP AS THE CORPORATION'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2012. THE
BOARD OF DIRECTORS RECOMMENDS YOU
VOTE "AGAINST" THE FOLLOWING
PROPOSALS.
5 STOCKHOLDER PROPOSAL REGARDING Shareholder For Against
ACCELERATED VESTING OF EQUITY
AWARDS IN A CHANGE IN CONTROL
SITUATION, IF PROPERLY PRESENTED AT
THE ANNUAL MEETING.
6 STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
INDEPENDENCE OF THE BOARD CHAIRMAN,
IF PROPERLY PRESENTED AT THE ANNUAL
MEETING.

Page 16 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

CITIGROUP INC.

   
Security 172967424 Meeting Type Annual
Ticker Symbol C Meeting Date 17-Apr-2012
ISIN US1729674242 Agenda 933557069 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: FRANZ B. HUMER Management For For
1B ELECTION OF DIRECTOR: ROBERT L. JOSS Management For For
1C ELECTION OF DIRECTOR: MICHAEL E. Management For For
O'NEILL
1D ELECTION OF DIRECTOR: VIKRAM S. PANDIT Management For For
1E ELECTION OF DIRECTOR: LAWRENCE R. Management For For
RICCIARDI
1F ELECTION OF DIRECTOR: JUDITH RODIN Management For For
1G ELECTION OF DIRECTOR: ROBERT L. RYAN Management For For
1H ELECTION OF DIRECTOR: ANTHONY M. Management For For
SANTOMERO
1I ELECTION OF DIRECTOR: JOAN E. SPERO Management For For
1J ELECTION OF DIRECTOR: DIANA L. TAYLOR Management For For
1K ELECTION OF DIRECTOR: WILLIAM S. Management For For
THOMPSON, JR.
1L ELECTION OF DIRECTOR: ERNESTO Management For For
ZEDILLO PONCE DE LEON
2 PROPOSAL TO RATIFY THE SELECTION OF Management For For
KPMG LLP AS CITI'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2012.
3 PROPOSAL TO APPROVE AN AMENDMENT Management Against Against
TO THE CITIGROUP 2009 STOCK INCENTIVE
PLAN.
4 ADVISORY APPROVAL OF CITI'S 2011 Management Against Against
EXECUTIVE COMPENSATION.
5 STOCKHOLDER PROPOSAL REQUESTING A Shareholder Against For
REPORT ON PRIOR GOVERNMENTAL
SERVICE OF CERTAIN INDIVIDUALS.
6 STOCKHOLDER PROPOSAL REQUESTING A Shareholder Against For
REPORT ON LOBBYING AND POLITICAL
CONTRIBUTIONS.
7 STOCKHOLDER PROPOSAL REQUESTING Shareholder Against For
THAT EXECUTIVES RETAIN 25% OF THEIR
STOCK FOR ONE YEAR FOLLOWING
TERMINATION.
8 STOCKHOLDER PROPOSAL REQUESTING Shareholder Against For
THAT THE AUDIT COMMITTEE CONDUCT AN
INDEPENDENT REVIEW AND REPORT ON
CONTROLS RELATED TO LOANS,
FORECLOSURES, AND SECURITIZATIONS.

Page 17 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

FIRST HORIZON NATIONAL CORPORATION    
Security 320517105 Meeting Type Annual
Ticker Symbol FHN Meeting Date 17-Apr-2012
ISIN US3205171057 Agenda 933559695 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: ROBERT B. Management For For
CARTER
1B ELECTION OF DIRECTOR: JOHN C. Management For For
COMPTON
1C ELECTION OF DIRECTOR: MARK A. EMKES Management For For
1D ELECTION OF DIRECTOR: VICKY B. GREGG Management For For
1E ELECTION OF DIRECTOR: JAMES A. HASLAM, Management For For
III
1F ELECTION OF DIRECTOR: D. BRYAN JORDAN Management For For
1G ELECTION OF DIRECTOR: R. BRAD MARTIN Management For For
1H ELECTION OF DIRECTOR: SCOTT M. Management For For
NISWONGER
1I ELECTION OF DIRECTOR: VICKI R. PALMER Management For For
1J ELECTION OF DIRECTOR: COLIN V. REED Management For For
1K ELECTION OF DIRECTOR: LUKE YANCY III Management For For
2 APPROVAL OF THE 2003 EQUITY Management Against Against
COMPENSATION PLAN, AS PROPOSED TO
BE AMENDED AND RESTATED
3 APPROVAL OF THE 2002 MANAGEMENT Management Against Against
INCENTIVE PLAN, AS PROPOSED TO BE
AMENDED AND RESTATED
4 APPROVAL OF AN ADVISORY RESOLUTION Management For For
TO APPROVE EXECUTIVE COMPENSATION
5 RATIFICATION OF APPOINTMENT OF KPMG Management For For
LLP AS AUDITORS
DISCOVER FINANCIAL SERVICES    
Security 254709108 Meeting Type Annual
Ticker Symbol DFS Meeting Date 18-Apr-2012
ISIN US2547091080 Agenda 933557247 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: JEFFREY S. Management For For
ARONIN
1B ELECTION OF DIRECTOR: MARY K. BUSH Management For For
1C ELECTION OF DIRECTOR: GREGORY C. Management For For
CASE
1D ELECTION OF DIRECTOR: ROBERT M. Management For For
DEVLIN
1E ELECTION OF DIRECTOR: CYNTHIA A. Management For For
GLASSMAN
1F ELECTION OF DIRECTOR: RICHARD H. Management For For
LENNY
1G ELECTION OF DIRECTOR: THOMAS G. Management For For
MAHERAS
1H ELECTION OF DIRECTOR: MICHAEL H. Management For For
MOSKOW
1I ELECTION OF DIRECTOR: DAVID W. NELMS Management For For
1J ELECTION OF DIRECTOR: E. FOLLIN SMITH Management For For
1K ELECTION OF DIRECTOR: LAWRENCE A. Management For For
WEINBACH
2 ADVISORY VOTE TO APPROVE NAMED Management For For
EXECUTIVE OFFICER COMPENSATION.
3 RATIFICATION OF APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.

Page 18 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

HANESBRANDS INC.

   
Security 410345102 Meeting Type Annual
Ticker Symbol HBI Meeting Date 24-Apr-2012
ISIN US4103451021 Agenda 933554619 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 LEE A. CHADEN For For
2 BOBBY J. GRIFFIN For For
3 JAMES C. JOHNSON For For
4 JESSICA T. MATHEWS For For
5 J. PATRICK MULCAHY For For
6 RONALD L. NELSON For For
7 RICHARD A. NOLL For For
8 ANDREW J. SCHINDLER For For
9 ANN E. ZIEGLER For For
2 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
HANESBRANDS' INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR HANESBRANDS' 2012 FISCAL YEAR
3 TO APPROVE, BY A NON-BINDING, Management Against Against
ADVISORY VOTE, EXECUTIVE
COMPENSATION AS DESCRIBED IN THE
PROXY STATEMENT FOR THE ANNUAL
MEETING
ASSOCIATED BANC-CORP    
Security 045487105 Meeting Type Annual
Ticker Symbol ASBC Meeting Date 24-Apr-2012
ISIN US0454871056 Agenda 933558718 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 JOHN F. BERGSTROM For For
2 RUTH M. CROWLEY For For
3 PHILIP B. FLYNN For For
4 RONALD R. HARDER For For
5 WILLIAM R. HUTCHINSON For For
6 ROBERT A. JEFFE For For
7 EILEEN A. KAMERICK For For
8 RICHARD T. LOMMEN For For
9 J. DOUGLAS QUICK For For
10 JOHN C. SERAMUR For For
11 KAREN T. VAN LITH For For
12 JOHN (JAY) B. WILLIAMS For For
2 THE AMENDMENT OF THE AMENDED AND Management For For
RESTATED ARTICLES OF INCORPORATION
OF ASSOCIATED BANC-CORP REGARDING
THE RIGHTS AND PREFERENCES OF
PREFERRED STOCK.
3 ADVISORY APPROVAL OF ASSOCIATED Management For For
BANC-CORP'S NAMED EXECUTIVE OFFICER
COMPENSATION.
4 ADVISORY VOTE ON THE FREQUENCY OF Management 1 Year For
ADVISORY APPROVAL OF ASSOCIATED
BANC-CORP'S NAMED EXECUTIVE OFFICER
COMPENSATION.
5 THE RATIFICATION OF THE SELECTION OF Management For For
KPMG LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR ASSOCIATED BANC-CORP FOR THE
YEAR ENDING DECEMBER 31, 2012.

Page 19 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

THE PNC FINANCIAL SERVICES GROUP, INC.    
Security 693475105 Meeting Type Annual
Ticker Symbol PNC Meeting Date 24-Apr-2012
ISIN US6934751057 Agenda 933563783 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: RICHARD O. Management For For
BERNDT
1B ELECTION OF DIRECTOR: CHARLES E. Management For For
BUNCH
1C ELECTION OF DIRECTOR: PAUL W. Management For For
CHELLGREN
1D ELECTION OF DIRECTOR: KAY COLES Management For For
JAMES
1E ELECTION OF DIRECTOR: RICHARD B. Management For For
KELSON
1F ELECTION OF DIRECTOR: BRUCE C. Management For For
LINDSAY
1G ELECTION OF DIRECTOR: ANTHONY A. Management For For
MASSARO
1H ELECTION OF DIRECTOR: JANE G. PEPPER Management For For
1I ELECTION OF DIRECTOR: JAMES E. ROHR Management For For
1J ELECTION OF DIRECTOR: DONALD J. Management For For
SHEPARD
1K ELECTION OF DIRECTOR: LORENE K. Management For For
STEFFES
1L ELECTION OF DIRECTOR: DENNIS F. STRIGL Management For For
1M ELECTION OF DIRECTOR: THOMAS J. USHER Management For For
1N ELECTION OF DIRECTOR: GEORGE H. Management For For
WALLS, JR.
1O ELECTION OF DIRECTOR: HELGE H. Management For For
WEHMEIER
2 RATIFICATION OF THE AUDIT COMMITTEE'S Management For For
SELECTION OF PRICEWATERHOUSECOOPERS LLP AS
PNC'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2012.
3 ADVISORY VOTE TO APPROVE NAMED Management Against Against
EXECUTIVE OFFICER COMPENSATION.
GENERAL ELECTRIC COMPANY    
Security 369604103 Meeting Type Annual
Ticker Symbol GE Meeting Date 25-Apr-2012
ISIN US3696041033 Agenda 933564951 - Management
Item Proposal Type Vote For/Against
          Management
A1 ELECTION OF DIRECTOR: W. GEOFFREY Management For For
BEATTIE
A2 ELECTION OF DIRECTOR: JAMES I. CASH, Management For For
JR.
A3 ELECTION OF DIRECTOR: ANN M. FUDGE Management For For
A4 ELECTION OF DIRECTOR: SUSAN Management For For
HOCKFIELD
A5 ELECTION OF DIRECTOR: JEFFREY R. Management For For
IMMELT
A6 ELECTION OF DIRECTOR: ANDREA JUNG Management For For
A7 ELECTION OF DIRECTOR: ALAN G. (A.G.) Management For For
LAFLEY
A8 ELECTION OF DIRECTOR: ROBERT W. LANE Management For For
A9 ELECTION OF DIRECTOR: RALPH S. LARSEN Management For For
A10 ELECTION OF DIRECTOR: ROCHELLE B. Management For For
LAZARUS
A11 ELECTION OF DIRECTOR: JAMES J. MULVA Management For For
A12 ELECTION OF DIRECTOR: SAM NUNN Management For For
A13 ELECTION OF DIRECTOR: ROGER S. PENSKE Management For For
A14 ELECTION OF DIRECTOR: ROBERT J. Management For For
SWIERINGA
A15 ELECTION OF DIRECTOR: JAMES S. TISCH Management For For
A16 ELECTION OF DIRECTOR: DOUGLAS A. Management For For
WARNER III
B1 RATIFICATION OF SELECTION OF Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
B2 ADVISORY RESOLUTION TO APPROVE Management Against Against
EXECUTIVE COMPENSATION
B3 APPROVAL OF AN AMENDMENT TO THE GE Management For For
2007 LONG-TERM INCENTIVE PLAN TO
INCREASE THE NUMBER OF AUTHORIZED
SHARES
B4 APPROVAL OF THE MATERIAL TERMS OF Management For For
SENIOR OFFICER PERFORMANCE GOALS
C1 CUMULATIVE VOTING Shareholder For Against
C2 NUCLEAR ACTIVITIES Shareholder Against For
C3 INDEPENDENT BOARD CHAIRMAN Shareholder Against For
C4 SHAREOWNER ACTION BY WRITTEN Shareholder Against For
CONSENT

Page 20 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

DIAMONDROCK HOSPITALITY CO    
Security 252784301 Meeting Type Annual
Ticker Symbol DRH Meeting Date 25-Apr-2012
ISIN US2527843013 Agenda 933566993 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 WILLIAM W. MCCARTEN For For
2 DANIEL J. ALTOBELLO For For
3 W. ROBERT GRAFTON For For
4 MAUREEN L. MCAVEY For For
5 GILBERT T. RAY For For
6 JOHN L. WILLIAMS For For
7 MARK W. BRUGGER For For
2 TO APPROVE, ON A NON-BINDING, Management For For
ADVISORY BASIS, THE COMPENSATION OF
THE NAMED EXECUTIVE OFFICERS, AS
DISCLOSED IN THE PROXY STATEMENT.
3 TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For
AS THE INDEPENDENT AUDITORS FOR
DIAMONDROCK HOSPITALITY COMPANY
FOR THE FISCAL YEAR ENDING DECEMBER
31, 2012
ENCANA CORPORATION    
Security 292505104 Meeting Type Annual
Ticker Symbol ECA Meeting Date 25-Apr-2012
ISIN CA2925051047 Agenda 933575435 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 PETER A. DEA For For
2 RANDALL K. ERESMAN For For
3 CLAIRE S. FARLEY For For
4 FRED J. FOWLER For For
5 SUZANNE P. NIMOCKS For For
6 DAVID P. O'BRIEN For For
7 JANE L. PEVERETT For For
8 ALLAN P. SAWIN For For
9 BRUCE G. WATERMAN For For
10 CLAYTON H. WOITAS For For
2 APPOINTMENT OF AUDITOR - Management For For
PRICEWATERHOUSECOOPERS LLP AT A
REMUNERATION TO BE FIXED BY THE
BOARD OF DIRECTORS.
3 ADVISORY VOTE APPROVING THE Management For For
CORPORATION'S APPROACH TO EXECUTIVE
COMPENSATION.

Page 21 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

JOHNSON & JOHNSON    
Security 478160104 Meeting Type Annual
Ticker Symbol JNJ Meeting Date 26-Apr-2012
ISIN US4781601046 Agenda 933562301 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: MARY SUE Management For For
COLEMAN
1B ELECTION OF DIRECTOR: JAMES G. CULLEN Management For For
1C ELECTION OF DIRECTOR: IAN E.L. DAVIS Management For For
1D ELECTION OF DIRECTOR: ALEX GORSKY Management For For
1E ELECTION OF DIRECTOR: MICHAEL M.E. Management For For
JOHNS
1F ELECTION OF DIRECTOR: SUSAN L. Management For For
LINDQUIST
1G ELECTION OF DIRECTOR: ANNE M. Management For For
MULCAHY
1H ELECTION OF DIRECTOR: LEO F. MULLIN Management For For
1I ELECTION OF DIRECTOR: WILLIAM D. PEREZ Management For For
1J ELECTION OF DIRECTOR: CHARLES PRINCE Management For For
1K ELECTION OF DIRECTOR: DAVID SATCHER Management For For
1L ELECTION OF DIRECTOR: WILLIAM C. Management For For
WELDON
1M ELECTION OF DIRECTOR: RONALD A. Management For For
WILLIAMS
2 ADVISORY VOTE TO APPROVE NAMED Management Against Against
EXECUTIVE OFFICER COMPENSATION
3 APPROVAL OF THE COMPANY'S 2012 LONG- Management Against Against
TERM INCENTIVE PLAN
4 RATIFICATION OF APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2012
5 SHAREHOLDER PROPOSAL ON Shareholder Against For
INDEPENDENT BOARD CHAIRMAN
6 SHAREHOLDER PROPOSAL ON BINDING Shareholder Against For
VOTE ON POLITICAL CONTRIBUTIONS
7 SHAREHOLDER PROPOSAL ON ADOPTING Shareholder Against For
NON-ANIMAL METHODS FOR TRAINING
LOCKHEED MARTIN CORPORATION    
Security 539830109 Meeting Type Annual
Ticker Symbol LMT Meeting Date 26-Apr-2012
ISIN US5398301094 Agenda 933564165 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: NOLAN D. Management For For
ARCHIBALD
1B ELECTION OF DIRECTOR: ROSALIND G. Management For For
BREWER
1C ELECTION OF DIRECTOR: DAVID B. BURRITT Management For For
1D ELECTION OF DIRECTOR: JAMES O. ELLIS, Management For For
JR.
1E ELECTION OF DIRECTOR: THOMAS J. FALK Management For For
1F ELECTION OF DIRECTOR: GWENDOLYN S. Management For For
KING
1G ELECTION OF DIRECTOR: JAMES M. LOY Management For For
1H ELECTION OF DIRECTOR: DOUGLAS H. Management For For
MCCORKINDALE
1I ELECTION OF DIRECTOR: JOSEPH W. Management For For
RALSTON
1J ELECTION OF DIRECTOR: ANNE STEVENS Management For For
1K ELECTION OF DIRECTOR: ROBERT J. Management For For
STEVENS
2 RATIFICATION OF APPOINTMENT OF ERNST Management For For
& YOUNG LLP AS INDEPENDENT AUDITORS
3 ADVISORY VOTE TO APPROVE THE Management Against Against
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS
4 STOCKHOLDER PROPOSAL: ADOPT A Shareholder Against For
POLICY THAT REQUIRES THE BOARD
CHAIRMAN TO BE AN INDEPENDENT
DIRECTOR

Page 22 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

EBAY INC.    
Security 278642103 Meeting Type Annual
Ticker Symbol EBAY Meeting Date 26-Apr-2012
ISIN US2786421030 Agenda 933573760 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: MARC L. Management For For
ANDREESSEN
1B ELECTION OF DIRECTOR: WILLIAM C. FORD, Management For For
JR.
1C ELECTION OF DIRECTOR: DAWN G. LEPORE Management For For
1D ELECTION OF DIRECTOR: KATHLEEN C. Management For For
MITIC
1E ELECTION OF DIRECTOR: PIERRE M. Management For For
OMIDYAR
2 TO APPROVE, ON AN ADVISORY BASIS, THE Management Against Against
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS
3 APPROVE AMENDMENT & RESTATEMENT OF Management For For
2008 EQUITY INCENTIVE AWARD PLAN,
INCLUDING AN AMENDMENT TO INCREASE
THE AGGREGATE NUMBER OF SHARES
AUTHORIZED FOR ISSUANCE UNDER PLAN
BY 16.5 MILLION SHARES
4 TO APPROVE OUR EMPLOYEE STOCK Management For For
PURCHASE PLAN.
5 TO ADOPT AND APPROVE AN AMENDMENT Management For For
TO OUR AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION TO
DECLASSIFY OUR BOARD OF DIRECTORS
AND PROVIDE FOR THE ANNUAL ELECTION
OF DIRECTORS.
6 AMENDMENT TO OUR AMENDED & Management For For
RESTATED CERTIFICATE OF
INCORPORATION TO PROVIDE
STOCKHOLDERS WITH THE RIGHT TO CALL
A SPECIAL MEETING
7 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT AUDITORS FOR OUR FISCAL
YEAR ENDING DECEMBER 31, 2012
ABB LTD    
Security 000375204 Meeting Type Annual
Ticker Symbol ABB Meeting Date 26-Apr-2012
ISIN US0003752047 Agenda 933583381 - Management
Item Proposal Type Vote For/Against
          Management
2.1 APPROVAL OF THE ANNUAL REPORT, THE Management For For
CONSOLIDATED FINANCIAL STATEMENTS,
AND THE ANNUAL FINANCIAL STATEMENTS
FOR 2011
2.2 CONSULTATIVE VOTE ON THE 2011 Management For For
REMUNERATION REPORT
3 DISCHARGE OF THE BOARD OF DIRECTORS Management For For
AND THE PERSONS ENTRUSTED WITH
MANAGEMENT
4 APPROPRIATION OF AVAILABLE EARNINGS Management For For
AND DISTRIBUTION OF CAPITAL
CONTRIBUTION RESERVE
5.1 RE-ELECTION TO THE BOARD OF DIRECTOR: Management For For
ROGER AGNELLI
5.2 RE-ELECTION TO THE BOARD OF DIRECTOR: Management For For
LOUIS R. HUGHES
5.3 RE-ELECTION TO THE BOARD OF DIRECTOR: Management For For
HANS ULRICH MARKI
5.4 RE-ELECTION TO THE BOARD OF DIRECTOR: Management For For
MICHEL DE ROSEN
5.5 RE-ELECTION TO THE BOARD OF DIRECTOR: Management For For
MICHAEL TRESCHOW
5.6 RE-ELECTION TO THE BOARD OF DIRECTOR: Management For For
JACOB WALLENBERG
5.7 RE-ELECTION TO THE BOARD OF DIRECTOR: Management For For
YING YEH
5.8 RE-ELECTION TO THE BOARD OF DIRECTOR: Management For For
HUBERTUS VON GRUNBERG
6 RE-ELECTION OF THE AUDITORS Management For For

Page 23 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

AMERICAN EXPRESS COMPANY    
Security 025816109 Meeting Type Annual
Ticker Symbol AXP Meeting Date 30-Apr-2012
ISIN US0258161092 Agenda 933566094 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 C. BARSHEFSKY For For
2 U.M. BURNS For For
3 K.I. CHENAULT For For
4 P. CHERNIN For For
5 T.J. LEONSIS For For
6 J. LESCHLY For For
7 R.C. LEVIN For For
8 R.A. MCGINN For For
9 E.D. MILLER For For
10 S.S REINEMUND For For
11 R.D. WALTER For For
12 R.A. WILLIAMS For For
2 RATIFICATION OF APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2012.
3 ADVISORY RESOLUTION TO APPROVE Management Against Against
EXECUTIVE COMPENSATION.
4 APPROVAL OF PERFORMANCE GOALS AND Management For For
AWARD LIMITS UNDER 2007 INCENTIVE
COMPENSATION PLAN.
5 SHAREHOLDER PROPOSAL RELATING TO Shareholder For Against
CUMULATIVE VOTING FOR DIRECTORS.
6 SHAREHOLDER PROPOSAL RELATING TO Shareholder Against For
SEPARATION OF CHAIRMAN AND CEO
ROLES.
EMC CORPORATION    
Security 268648102 Meeting Type Annual
Ticker Symbol EMC Meeting Date 01-May-2012
ISIN US2686481027 Agenda 933561501 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: MICHAEL W. Management For For
BROWN
1B ELECTION OF DIRECTOR: RANDOLPH L. Management For For
COWEN
1C ELECTION OF DIRECTOR: GAIL DEEGAN Management For For
1D ELECTION OF DIRECTOR: JAMES S. Management For For
DISTASIO
1E ELECTION OF DIRECTOR: JOHN R. EGAN Management For For
1F ELECTION OF DIRECTOR: EDMUND F. KELLY Management For For
1G ELECTION OF DIRECTOR: WINDLE B. PRIEM Management For For
1H ELECTION OF DIRECTOR: PAUL SAGAN Management For For
1I ELECTION OF DIRECTOR: DAVID N. STROHM Management For For
1J ELECTION OF DIRECTOR: JOSEPH M. TUCCI Management For For
2 RATIFICATION OF THE SELECTION BY THE Management For For
AUDIT COMMITTEE OF
PRICEWATERHOUSECOOPERS LLP AS
EMC'S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2012,
AS DESCRIBED IN EMC'S PROXY
STATEMENT.
3 ADVISORY APPROVAL OF OUR EXECUTIVE Management For For
COMPENSATION, AS DESCRIBED IN EMC'S
PROXY STATEMENT.

Page 24 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

MSCI INC.    
Security 55354G100 Meeting Type Annual
Ticker Symbol MSCI Meeting Date 02-May-2012
ISIN US55354G1004 Agenda 933565686 - Management
Item Proposal Type Vote For/Against
          Management
1.1 ELECTION OF DIRECTOR: BENJAMIN F. Management For For
DUPONT
1.2 ELECTION OF DIRECTOR: HENRY A. Management For For
FERNANDEZ
1.3 ELECTION OF DIRECTOR: ALICE W. HANDY Management For For
1.4 ELECTION OF DIRECTOR: CATHERINE R. Management For For
KINNEY
1.5 ELECTION OF DIRECTOR: LINDA H. RIEFLER Management For For
1.6 ELECTION OF DIRECTOR: GEORGE W. Management For For
SIGULER
1.7 ELECTION OF DIRECTOR: PATRICK TIERNEY Management For For
1.8 ELECTION OF DIRECTOR: RODOLPHE M. Management For For
VALLEE
2 TO APPROVE, BY NON-BINDING VOTE, OUR Management For For
EXECUTIVE COMPENSATION, AS
DESCRIBED IN THESE PROXY MATERIALS.
3 TO RATIFY THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS INDEPENDENT AUDITOR.
4 TO AMEND OUR AMENDED AND RESTATED Management For For
CERTIFICATE OF INCORPORATION TO
ELIMINATE THE AUTHORIZED SHARES OF
CLASS B COMMON STOCK, INCREASE THE
TOTAL NUMBER OF AUTHORIZED SHARES
OF CLASS A COMMON STOCK, REFER TO
THE CLASS A COMMON STOCK AS
"COMMON STOCK" AND MAKE CERTAIN
OTHER CONFORMING CHANGES.
PEPSICO, INC.    
Security 713448108 Meeting Type Annual
Ticker Symbol PEP Meeting Date 02-May-2012
ISIN US7134481081 Agenda 933566842 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: S.L. BROWN Management For For
1B ELECTION OF DIRECTOR: I.M. COOK Management For For
1C ELECTION OF DIRECTOR: D. DUBLON Management For For
1D ELECTION OF DIRECTOR: V.J. DZAU Management For For
1E ELECTION OF DIRECTOR: R.L. HUNT Management For For
1F ELECTION OF DIRECTOR: A. IBARGUEN Management For For
1G ELECTION OF DIRECTOR: I.K. NOOYI Management For For
1H ELECTION OF DIRECTOR: S.P. Management For For
ROCKEFELLER
1I ELECTION OF DIRECTOR: J.J. SCHIRO Management For For
1J ELECTION OF DIRECTOR: L.G. TROTTER Management For For
1K ELECTION OF DIRECTOR: D. VASELLA Management For For
1L ELECTION OF DIRECTOR: A. WEISSER Management For For
2 RATIFY THE APPOINTMENT KPMG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS FOR FISCAL YEAR 2012.
3 APPROVAL, BY NON-BINDING VOTE, OF Management Against Against
EXECUTIVE COMPENSATION.
4 RE-APPROVAL OF THE PERFORMANCE Management For For
MEASURES UNDER OUR 2007 LONG-TERM
INCENTIVE PLAN.
5 SHAREHOLDER PROPOSAL - LOBBYING Shareholder Against For
PRACTICES REPORT.
6 SHAREHOLDER PROPOSAL - FORMATION OF Shareholder Against For
RISK OVERSIGHT COMMITTEE.
7 SHAREHOLDER PROPOSAL - CHAIRMAN OF Shareholder Against For
THE BOARD SHALL BE AN INDEPENDENT
DIRECTOR.

Page 25 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

BRUNSWICK CORPORATION    
Security 117043109 Meeting Type Annual
Ticker Symbol BC Meeting Date 02-May-2012
ISIN US1170431092 Agenda 933568973 - Management
Item Proposal Type Vote For/Against
          Management
1.1 ELECTION OF DIRECTOR: ANNE E. BELEC Management For For
1.2 ELECTION OF DIRECTOR: MANUEL A. Management For For
FERNANDEZ
1.3 ELECTION OF DIRECTOR: J. STEVEN Management For For
WHISLER
2 ADVISORY VOTE TO APPROVE THE Management For For
COMPENSATION OF THE COMPANY'S
NAMED EXECUTIVE OFFICERS.
3 THE RATIFICATION OF THE APPOINTMENT Management For For
OF ERNST & YOUNG LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2012.

HESS CORPORATION

   
Security 42809H107 Meeting Type Annual
Ticker Symbol HES Meeting Date 02-May-2012
ISIN US42809H1077 Agenda 933570699 - Management
Item Proposal Type Vote For/Against
          Management
1.1 ELECTION OF DIRECTOR: J.B. HESS Management For For
1.2 ELECTION OF DIRECTOR: S.W. BODMAN Management For For
1.3 ELECTION OF DIRECTOR: R. LAVIZZO Management For For
MOUREY
1.4 ELECTION OF DIRECTOR: C.G. MATTHEWS Management For For
1.5 ELECTION OF DIRECTOR: E.H. VON Management For For
METZSCH
2 RATIFICATION OF THE SELECTION OF Management For For
ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS FOR FISCAL YEAR ENDING
DECEMBER 31, 2012.
3 ADVISORY APPROVAL OF THE Management Against Against
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
4 APPROVAL OF AN AMENDMENT TO THE 2008 Management For For
LONG-TERM INCENTIVE PLAN.
5 STOCKHOLDER PROPOSAL Shareholder For N/A
RECOMMENDING THAT THE BOARD OF
DIRECTORS TAKE ACTION TO DECLASSIFY
THE BOARD.

Page 26 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

ST. JUDE MEDICAL, INC.    
Security 790849103 Meeting Type Annual
Ticker Symbol STJ Meeting Date 03-May-2012
ISIN US7908491035 Agenda 933566854 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: JOHN W. BROWN Management For For
1B ELECTION OF DIRECTOR: DANIEL J. STARKS Management For For
2 TO APPROVE AMENDMENTS TO THE 2007 Management For For
EMPLOYEE STOCK PURCHASE PLAN.
3 TO APPROVE AMENDMENTS TO OUR Management For For
ARTICLES OF INCORPORATION AND
BYLAWS TO DECLASSIFY OUR BOARD OF
DIRECTORS.
4 ADVISORY VOTE TO APPROVE Management For For
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
5 TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2012.
ILLINOIS TOOL WORKS INC.    
Security 452308109 Meeting Type Annual
Ticker Symbol ITW Meeting Date 04-May-2012
ISIN US4523081093 Agenda 933565888 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: DANIEL J. BRUTTO Management For For
1B ELECTION OF DIRECTOR: SUSAN CROWN Management For For
1C ELECTION OF DIRECTOR: DON H. DAVIS, JR. Management For For
1D ELECTION OF DIRECTOR: JAMES W. Management For For
GRIFFITH
1E ELECTION OF DIRECTOR: ROBERT C. Management For For
MCCORMACK
1F ELECTION OF DIRECTOR: ROBERT S. Management For For
MORRISON
1G ELECTION OF DIRECTOR: JAMES A. Management For For
SKINNER
1H ELECTION OF DIRECTOR: DAVID B. SMITH, Management For For
JR.
1I ELECTION OF DIRECTOR: DAVID B. SPEER Management For For
1J ELECTION OF DIRECTOR: PAMELA B. Management For For
STROBEL
1K ELECTION OF DIRECTOR: KEVIN M. WARREN Management For For
1L ELECTION OF DIRECTOR: ANRE D. WILLIAMS Management For For
2 RATIFICATION OF THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS ITW'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2012.
3 ADVISORY VOTE TO APPROVE EXECUTIVE Management Against Against
COMPENSATION.

Page 27 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

LKQ CORPORATION    
Security 501889208 Meeting Type Annual
Ticker Symbol LKQX Meeting Date 07-May-2012
ISIN US5018892084 Agenda 933566436 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 A. CLINTON ALLEN For For
2 KEVIN F. FLYNN For For
3 RONALD G. FOSTER For For
4 JOSEPH M. HOLSTEN For For
5 BLYTHE J. MCGARVIE For For
6 PAUL M. MEISTER For For
7 JOHN F. O'BRIEN For For
8 ROBERT L. WAGMAN For For
9 WILLIAM M. WEBSTER, IV For For
2 RATIFICATION OF THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS THE
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF LKQ CORPORATION
FOR THE FISCAL YEAR ENDING DECEMBER
31, 2012.
3 APPROVAL OF AN AMENDMENT TO THE LKQ Management For For
CORPORATION 1998 EQUITY INCENTIVE
PLAN TO EXPLICITLY ALLOW PARTICIPATION
BY NON-EMPLOYEE DIRECTORS AND TO
INCREASE THE NUMBER OF SHARES OF
LKQ COMMON STOCK AVAILABLE FOR
ISSUANCE UNDER THE PLAN BY 544,417, AS
DESCRIBED IN THE PROXY STATEMENT FOR
THE ANNUAL MEETING.
4 APPROVAL OF AN AMENDMENT TO THE LKQ Management For For
CORPORATION LONG TERM INCENTIVE
PLAN TO ALLOW ADJUSTMENTS TO THE
TARGET GOALS THEREUNDER DUE TO
UNUSUAL, ATYPICAL OR NON-RECURRING
ITEMS, AS DESCRIBED IN THE PROXY
STATEMENT FOR THE ANNUAL MEETING.
5 APPROVAL, ON AN ADVISORY BASIS, OF Management For For
THE COMPENSATION OF THE NAMED
EXECUTIVE OFFICERS OF LKQ
CORPORATION.
AFLAC INCORPORATED    
Security 001055102 Meeting Type Annual
Ticker Symbol AFL Meeting Date 07-May-2012
ISIN US0010551028 Agenda 933570358 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: DANIEL P. AMOS Management For For
1B ELECTION OF DIRECTOR: JOHN SHELBY Management For For
AMOS II
1C ELECTION OF DIRECTOR: PAUL S. AMOS II Management For For
1D ELECTION OF DIRECTOR: KRISS CLONINGER Management For For
III
1E ELECTION OF DIRECTOR: ELIZABETH J. Management For For
HUDSON
1F ELECTION OF DIRECTOR: DOUGLAS W. Management For For
JOHNSON
1G ELECTION OF DIRECTOR: ROBERT B. Management For For
JOHNSON
1H ELECTION OF DIRECTOR: CHARLES B. Management For For
KNAPP
1I ELECTION OF DIRECTOR: E. STEPHEN Management For For
PURDOM, M.D.
1J ELECTION OF DIRECTOR: BARBARA K. Management For For
RIMER, DRPH
1K ELECTION OF DIRECTOR: MARVIN R. Management For For
SCHUSTER
1L ELECTION OF DIRECTOR: MELVIN T. STITH Management For For
1M ELECTION OF DIRECTOR: DAVID GARY Management For For
THOMPSON
1N ELECTION OF DIRECTOR: TAKURO YOSHIDA Management For For
2 TO CONSIDER THE FOLLOWING NON- Management Against Against
BINDING ADVISORY PROPOSAL:
"RESOLVED, THAT THE SHAREHOLDERS
APPROVE THE COMPENSATION OF THE
COMPANY'S NAMED EXECUTIVE OFFICERS,
AS DESCRIBED N THE COMPENSATION
DISCUSSION AND ANALYSIS, EXECUTIVE
COMPENSATION TABLES AND
ACCOMPANYING NARRATIVE DISCLOSURE
IN THE PROXY STATEMENT.
3 TO CONSIDER AND ADOPT AN AMENDED Management For For
AND RESTATED 2004 AFLAC
INCORPORATED LONG-TERM INCENTIVE
PLAN ("LTIP"), WITH NO ADDITIONAL SHARES
AUTHORIZED UNDER THE LTIP.
4 TO CONSIDER AND ADOPT AN AMENDED Management For For
AND RESTATED 2013 MANAGEMENT
INCENTIVE PLAN.
5 RATIFICATION OF APPOINTMENT OF KPMG Management For For
LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF THE COMPANY FOR
THE YEAR ENDING DECEMBER 31, 2012.

Page 28 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

3M COMPANY    
Security 88579Y101 Meeting Type Annual
Ticker Symbol MMM Meeting Date 08-May-2012
ISIN US88579Y1010 Agenda 933562185 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: LINDA G. Management For For
ALVARADO
1B ELECTION OF DIRECTOR: VANCE D. Management For For
COFFMAN
1C ELECTION OF DIRECTOR: MICHAEL L. Management For For
ESKEW
1D ELECTION OF DIRECTOR: W. JAMES Management For For
FARRELL
1E ELECTION OF DIRECTOR: HERBERT L. Management For For
HENKEL
1F ELECTION OF DIRECTOR: EDWARD M. LIDDY Management For For
1G ELECTION OF DIRECTOR: ROBERT S. Management For For
MORRISON
1H ELECTION OF DIRECTOR: AULANA L. Management For For
PETERS
1I ELECTION OF DIRECTOR: INGE G. THULIN Management For For
1J ELECTION OF DIRECTOR: ROBERT J. ULRICH Management For For
2 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS 3M'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
3 ADVISORY APPROVAL OF EXECUTIVE Management Against Against
COMPENSATION.
4 TO APPROVE THE 2012 AMENDED AND Management For For
RESTATED GENERAL EMPLOYEES STOCK
PURCHASE PLAN.
5 TO APPROVE THE AMENDED 2008 LONG- Management Against Against
TERM INCENTIVE PLAN.
6 STOCKHOLDER PROPOSAL ON LOBBYING. Shareholder Against For
7 STOCKHOLDER PROPOSAL TO PROHIBIT Shareholder For Against
POLITICAL SPENDING FROM CORPORATE
TREASURY FUNDS.
8 STOCKHOLDER PROPOSAL ON Shareholder Against For
INDEPENDENT BOARD CHAIRMAN.
ZIMMER HOLDINGS, INC.    
Security 98956P102 Meeting Type Annual
Ticker Symbol ZMH Meeting Date 08-May-2012
ISIN US98956P1021 Agenda 933567147 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: BETSY J. Management For For
BERNARD
1B ELECTION OF DIRECTOR: MARC N. CASPER Management For For
1C ELECTION OF DIRECTOR: DAVID C. DVORAK Management For For
1D ELECTION OF DIRECTOR: LARRY C. Management For For
GLASSCOCK
1E ELECTION OF DIRECTOR: ROBERT A. Management For For
HAGEMANN
1F ELECTION OF DIRECTOR: ARTHUR J. Management For For
HIGGINS
1G ELECTION OF DIRECTOR: JOHN L. Management For For
MCGOLDRICK
1H ELECTION OF DIRECTOR: CECIL B. PICKETT, Management For For
PH.D.
2 ADVISORY VOTE TO APPROVE NAMED Management Against Against
EXECUTIVE OFFICER COMPENSATION
3 RATIFICATION OF APPOINTMENT OF Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2012

Page 29 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

FOREST OIL CORPORATION    
Security 346091705 Meeting Type Annual
Ticker Symbol FST Meeting Date 08-May-2012
ISIN US3460917053 Agenda 933573429 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 DOD A. FRASER For For
2 JAMES D. LIGHTNER For For
3 PATRICK R. MCDONALD For For
2 APPROVAL, ON AN ADVISORY BASIS, OF Management For For
THE COMPENSATION OF FOREST'S NAMED
EXECUTIVE OFFICERS.
3 RE-APPROVAL OF PERFORMANCE Management For For
MEASURES UNDER THE FOREST OIL
CORPORATION 2007 STOCK INCENTIVE
PLAN.
4 RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS FOREST'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE YEAR ENDING DECEMBER 31, 2012.
BAXTER INTERNATIONAL INC.    
Security 071813109 Meeting Type Annual
Ticker Symbol BAX Meeting Date 08-May-2012
ISIN US0718131099 Agenda 933574736 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: JAMES R. GAVIN Management For For
III, M.D., PH.D.
1B ELECTION OF DIRECTOR: PETER S. Management For For
HELLMAN
1C ELECTION OF DIRECTOR: K.J. STORM Management For For
2 RATIFICATION OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM
3 APPROVAL OF NAMED EXECUTIVE OFFICER Management For For
COMPENSATION
4 SHAREHOLDER PROPOSAL TO REPEAL Shareholder For For
CLASSIFIED BOARD
5 SHAREHOLDER PROPOSAL TO ADOPT Shareholder Against Against
SIMPLE MAJORITY VOTE

Page 30 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

MASCO CORPORATION    
Security 574599106 Meeting Type Annual
Ticker Symbol MAS Meeting Date 08-May-2012
ISIN US5745991068 Agenda 933597518 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: RICHARD A. Management For For
MANOOGIAN
1B ELECTION OF DIRECTOR: JOHN C. PLANT Management For For
1C ELECTION OF DIRECTOR: MARY ANN VAN Management For For
LOKEREN
2 TO APPROVE, BY NON-BINDING ADVISORY Management For For
VOTE, THE COMPENSATION PAID TO THE
COMPANY'S NAMED EXECUTIVE OFFICERS,
AS DISCLOSED PURSUANT TO THE
COMPENSATION DISCLOSURE RULES OF
THE SEC, INCLUDING THE COMPENSATION
DISCUSSION AND ANALYSIS, THE
COMPENSATION TABLES AND THE RELATED
MATERIALS DISCLOSED IN THE PROXY
STATEMENT.
3 TO RATIFY THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT AUDITORS FOR THE
COMPANY FOR 2012.
4 TO RECOMMEND, BY NON-BINDING VOTE, A Shareholder For Against
STOCKHOLDER PROPOSAL TO DECLASSIFY
THE BOARD OF DIRECTORS.
5 TO RECOMMEND, BY NON-BINDING VOTE, A Shareholder Against For
STOCKHOLDER PROPOSAL TO ADOPT A
POLICY REQUIRING SENIOR EXECUTIVES
TO RETAIN 75% OR MORE OF THEIR EQUITY
AWARDS UNTIL REACHING NORMAL
RETIREMENT AGE.
BANK OF AMERICA CORPORATION    
Security 060505104 Meeting Type Annual
Ticker Symbol BAC Meeting Date 09-May-2012
ISIN US0605051046 Agenda 933571665 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: MUKESH D. Management For For
AMBANI
1B ELECTION OF DIRECTOR: SUSAN S. BIES Management For For
1C ELECTION OF DIRECTOR: FRANK P. Management For For
BRAMBLE, SR.
1D ELECTION OF DIRECTOR: VIRGIS W. Management For For
COLBERT
1E ELECTION OF DIRECTOR: CHARLES K. Management For For
GIFFORD
1F ELECTION OF DIRECTOR: CHARLES O. Management For For
HOLLIDAY, JR.
1G ELECTION OF DIRECTOR: MONICA C. Management For For
LOZANO
1H ELECTION OF DIRECTOR: THOMAS J. MAY Management For For
1I ELECTION OF DIRECTOR: BRIAN T. Management For For
MOYNIHAN
1J ELECTION OF DIRECTOR: DONALD E. Management For For
POWELL
1K ELECTION OF DIRECTOR: CHARLES O. Management For For
ROSSOTTI
1L ELECTION OF DIRECTOR: ROBERT W. Management For For
SCULLY
2 AN ADVISORY (NON-BINDING) "SAY ON PAY" Management Against Against
VOTE TO APPROVE EXECUTIVE
COMPENSATION.
3 RATIFICATION OF THE APPOINTMENT OF Management For For
THE REGISTERED INDEPENDENT PUBLIC
ACCOUNTING FIRM FOR 2012.
4 STOCKHOLDER PROPOSAL - DISCLOSURE Shareholder Against For
OF GOVERNMENT EMPLOYMENT.
5 STOCKHOLDER PROPOSAL - GRASSROOTS Shareholder Against For
AND OTHER LOBBYING.
6 STOCKHOLDER PROPOSAL - EXECUTIVES Shareholder Against For
TO RETAIN SIGNIFICANT STOCK.
7 STOCKHOLDER PROPOSAL - MORTGAGE Shareholder Against For
SERVICING OPERATIONS.
8 STOCKHOLDER PROPOSAL - PROHIBITION Shareholder For Against
ON POLITICAL SPENDING.

Page 31 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

KOHL'S CORPORATION    
Security 500255104 Meeting Type Annual
Ticker Symbol KSS Meeting Date 10-May-2012
ISIN US5002551043 Agenda 933565763 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: PETER Management For For
BONEPARTH
1B ELECTION OF DIRECTOR: STEVEN A. BURD Management For For
1C ELECTION OF DIRECTOR: JOHN F. HERMA Management For For
1D ELECTION OF DIRECTOR: DALE E. JONES Management For For
1E ELECTION OF DIRECTOR: WILLIAM S. Management For For
KELLOGG
1F ELECTION OF DIRECTOR: KEVIN MANSELL Management For For
1G ELECTION OF DIRECTOR: JOHN E. Management For For
SCHLIFSKE
1H ELECTION OF DIRECTOR: FRANK V. SICA Management For For
1I ELECTION OF DIRECTOR: PETER M. Management For For
SOMMERHAUSER
1J ELECTION OF DIRECTOR: STEPHANIE A. Management For For
STREETER
1K ELECTION OF DIRECTOR: NINA G. VACA Management For For
1L ELECTION OF DIRECTOR: STEPHEN E. Management For For
WATSON
2 RATIFY APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
3 ADVISORY VOTE ON APPROVAL OF NAMED Management Against Against
EXECUTIVE OFFICER COMPENSATION.
4 SHAREHOLDER PROPOSAL: ANIMAL FUR Shareholder Against For
POLICY.
5 SHAREHOLDER PROPOSAL: SUCCESSION Shareholder Against For
PLANNING AND REPORTING.
6 SHAREHOLDER PROPOSAL: EXECUTIVES TO Shareholder Against For
RETAIN SIGNIFICANT STOCK.
HOST HOTELS & RESORTS, INC.    
Security 44107P104 Meeting Type Annual
Ticker Symbol HST Meeting Date 10-May-2012
ISIN US44107P1049 Agenda 933595261 - Management
Item Proposal Type Vote For/Against
          Management
1.1 ELECTION OF DIRECTOR: ROBERT M. Management For For
BAYLIS
1.2 ELECTION OF DIRECTOR: TERENCE C. Management For For
GOLDEN
1.3 ELECTION OF DIRECTOR: ANN M. Management For For
KOROLOGOS
1.4 ELECTION OF DIRECTOR: RICHARD E. Management For For
MARRIOTT
1.5 ELECTION OF DIRECTOR: JOHN B. MORSE, Management For For
JR.
1.6 ELECTION OF DIRECTOR: WALTER C. Management For For
RAKOWICH
1.7 ELECTION OF DIRECTOR: GORDON H. SMITH Management For For
1.8 ELECTION OF DIRECTOR: W. EDWARD Management For For
WALTER
2 RATIFY APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS FOR 2012.
3 ADVISORY RESOLUTION TO APPROVE Management For For
EXECUTIVE COMPENSATION.

Page 32 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

TIME WARNER INC.    
Security 887317303 Meeting Type Annual
Ticker Symbol TWX Meeting Date 15-May-2012
ISIN US8873173038 Agenda 933572213 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: JAMES L. Management For For
BARKSDALE
1B ELECTION OF DIRECTOR: WILLIAM P. BARR Management For For
1C ELECTION OF DIRECTOR: JEFFREY L. Management For For
BEWKES
1D ELECTION OF DIRECTOR: STEPHEN F. Management For For
BOLLENBACH
1E ELECTION OF DIRECTOR: ROBERT C. CLARK Management For For
1F ELECTION OF DIRECTOR: MATHIAS Management For For
DOPFNER
1G ELECTION OF DIRECTOR: JESSICA P. Management For For
EINHORN
1H ELECTION OF DIRECTOR: FRED HASSAN Management For For
1I ELECTION OF DIRECTOR: KENNETH J. Management For For
NOVACK
1J ELECTION OF DIRECTOR: PAUL D. WACHTER Management For For
1K ELECTION OF DIRECTOR: DEBORAH C. Management For For
WRIGHT
2 RATIFICATION OF APPOINTMENT OF Management For For
INDEPENDENT AUDITORS.
3 ADVISORY VOTE TO APPROVE NAMED Management Against Against
EXECUTIVE OFFICER COMPENSATION.
4 STOCKHOLDER PROPOSAL ON Shareholder Against For
STOCKHOLDER ACTION BY WRITTEN
CONSENT.
JPMORGAN CHASE & CO.    
Security 46625H100 Meeting Type Annual
Ticker Symbol JPM Meeting Date 15-May-2012
ISIN US46625H1005 Agenda 933581301 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: JAMES A. BELL Management For For
1B ELECTION OF DIRECTOR: CRANDALL C. Management For For
BOWLES
1C ELECTION OF DIRECTOR: STEPHEN B. Management For For
BURKE
1D ELECTION OF DIRECTOR: DAVID M. COTE Management For For
1E ELECTION OF DIRECTOR: JAMES S. CROWN Management For For
1F ELECTION OF DIRECTOR: JAMES DIMON Management For For
1G ELECTION OF DIRECTOR: TIMOTHY P. Management For For
FLYNN
1H ELECTION OF DIRECTOR: ELLEN V. FUTTER Management For For
1I ELECTION OF DIRECTOR: LABAN P. Management For For
JACKSON, JR.
1J ELECTION OF DIRECTOR: LEE R. RAYMOND Management For For
1K ELECTION OF DIRECTOR: WILLIAM C. Management For For
WELDON
2 APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM
3 ADVISORY RESOLUTION TO APPROVE Management Against Against
EXECUTIVE COMPENSATION
4 POLITICAL NON-PARTISANSHIP Shareholder Against For
5 INDEPENDENT DIRECTOR AS CHAIRMAN Shareholder Against For
6 LOAN SERVICING Shareholder Against For
7 CORPORATE POLITICAL CONTRIBUTIONS Shareholder For Against
REPORT
8 GENOCIDE-FREE INVESTING Shareholder Against For
9 SHAREHOLDER ACTION BY WRITTEN Shareholder Against For
CONSENT
10 STOCK RETENTION Shareholder Against For

Page 33 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

ANADARKO PETROLEUM CORPORATION    
Security 032511107 Meeting Type Annual
Ticker Symbol APC Meeting Date 15-May-2012
ISIN US0325111070 Agenda 933582240 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: KEVIN P. CHILTON Management For For
1B ELECTION OF DIRECTOR: LUKE R. CORBETT Management For For
1C ELECTION OF DIRECTOR: H. PAULETT Management For For
EBERHART
1D ELECTION OF DIRECTOR: PETER J. FLUOR Management For For
1E ELECTION OF DIRECTOR: RICHARD L. Management For For
GEORGE
1F ELECTION OF DIRECTOR: PRESTON M. Management For For
GEREN III
1G ELECTION OF DIRECTOR: CHARLES W. Management For For
GOODYEAR
1H ELECTION OF DIRECTOR: JOHN R. GORDON Management For For
1I ELECTION OF DIRECTOR: JAMES T. Management For For
HACKETT
1J ELECTION OF DIRECTOR: ERIC D. MULLINS Management For For
1K ELECTION OF DIRECTOR: PAULA ROSPUT Management For For
REYNOLDS
1L ELECTION OF DIRECTOR: R.A. WALKER Management For For
2 RATIFICATION OF APPOINTMENT OF KPMG Management For For
LLP AS INDEPENDENT AUDITORS.
3 APPROVE THE ANADARKO PETROLEUM Management Against Against
CORPORATION 2012 OMNIBUS INCENTIVE
COMPENSATION PLAN.
4 ADVISORY VOTE TO APPROVE NAMED Management Against Against
EXECUTIVE OFFICER COMPENSATION.
5 STOCKHOLDER PROPOSAL-ADOPTION OF Shareholder Against For
POLICY OF INDEPENDENT DIRECTOR
CHAIRMAN.
6 STOCKHOLDER PROPOSAL-GENDER Shareholder Against For
IDENTITY NON-DISCRIMINATION POLICY.
7 STOCKHOLDER PROPOSAL-ADOPTION OF Shareholder For Against
POLICY ON ACCELERATED VESTING OF
EQUITY AWARDS.
8 STOCKHOLDER PROPOSAL-REPORT ON Shareholder For Against
POLITICAL CONTRIBUTIONS.
BROADCOM CORPORATION    
Security 111320107 Meeting Type Annual
Ticker Symbol BRCM Meeting Date 15-May-2012
ISIN US1113201073 Agenda 933583975 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 ROBERT J. FINOCCHIO, JR For For
2 NANCY H. HANDEL For For
3 EDDY W. HARTENSTEIN For For
4 MARIA M. KLAWE, PH.D. For For
5 JOHN E. MAJOR For For
6 SCOTT A. MCGREGOR For For
7 WILLIAM T. MORROW For For
8 HENRY SAMUELI, PH.D. For For
9 ROBERT E. SWITZ For For
2 TO APPROVE AN AMENDMENT AND Management Against Against
RESTATEMENT OF THE BROADCOM
CORPORATION 1998 EMPLOYEE STOCK
PURCHASE PLAN, AS PREVIOUSLY
AMENDED AND RESTATED, THAT WOULD
EXTEND THE TERM OF THE PLAN THROUGH
MAY 15, 2022, AND EFFECT VARIOUS
TECHNICAL REVISIONS AND
IMPROVEMENTS.
3 TO APPROVE THE ADOPTION OF THE Management Against Against
BROADCOM CORPORATION 2012 STOCK
INCENTIVE PLAN.
4 TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For
AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE YEAR ENDING DECEMBER 31, 2012.

Page 34 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

HENRY SCHEIN, INC.    
Security 806407102 Meeting Type Annual
Ticker Symbol HSIC Meeting Date 15-May-2012
ISIN US8064071025 Agenda 933584888 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 STANLEY M BERGMAN For For
2 GERALD A BENJAMIN For For
3 JAMES P BRESLAWSKI For For
4 MARK E MLOTEK For For
5 STEVEN PALADINO For For
6 BARRY J ALPERIN For For
7 PAUL BRONS For For
8 DONALD J KABAT For For
9 PHILIP A LASKAWY For For
10 KARYN MASHIMA For For
11 NORMAN S MATTHEWS For For
12 BRADLEY T SHEARES, PHD For For
13 LOUIS W SULLIVAN, MD For For
2 PROPOSAL TO AMEND THE COMPANY'S Management For For
AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION.
3 PROPOSAL TO APPROVE, BY NON-BINDING Management For For
VOTE, THE 2011 COMPENSATION PAID TO
THE COMPANY'S NAMED EXECUTIVE
OFFICERS.
4 PROPOSAL TO RATIFY THE SELECTION OF Management For For
BDO USA, LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 29, 2012.
STATE STREET CORPORATION    
Security 857477103 Meeting Type Annual
Ticker Symbol STT Meeting Date 16-May-2012
ISIN US8574771031 Agenda 933587086 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: K. BURNES Management For For
1B ELECTION OF DIRECTOR: P. COYM Management For For
1C ELECTION OF DIRECTOR: P. DE SAINT- Management For For
AIGNAN
1D ELECTION OF DIRECTOR: A. FAWCETT Management For For
1E ELECTION OF DIRECTOR: D. GRUBER Management For For
1F ELECTION OF DIRECTOR: L. HILL Management For For
1G ELECTION OF DIRECTOR: J. HOOLEY Management For For
1H ELECTION OF DIRECTOR: R. KAPLAN Management For For
1I ELECTION OF DIRECTOR: R. SERGEL Management For For
1J ELECTION OF DIRECTOR: R. SKATES Management For For
1K ELECTION OF DIRECTOR: G. SUMME Management For For
1L ELECTION OF DIRECTOR: R. WEISSMAN Management For For
2 TO APPROVE AN ADVISORY PROPOSAL ON Management Against Against
EXECUTIVE COMPENSATION.
3 APPROVE THE AMENDED AND RESTATED Management Against Against
2006 EQUITY INCENTIVE PLAN TO INCREASE
BY 15.5 MILLION THE NUMBER OF SHARES
OF COMMON STOCK.
4 RATIFY SELECTION OF ERNST & YOUNG LLP Management For For
AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING
DECEMBER 31, 2012.

Page 35 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

INTEL CORPORATION    
Security 458140100 Meeting Type Annual
Ticker Symbol INTC Meeting Date 17-May-2012
ISIN US4581401001 Agenda 933577061 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: CHARLENE Management For For
BARSHEFSKY
1B ELECTION OF DIRECTOR: ANDY D. BRYANT Management For For
1C ELECTION OF DIRECTOR: SUSAN L. DECKER Management For For
1D ELECTION OF DIRECTOR: JOHN J. DONAHOE Management For For
1E ELECTION OF DIRECTOR: REED E. HUNDT Management For For
1F ELECTION OF DIRECTOR: PAUL S. OTELLINI Management For For
1G ELECTION OF DIRECTOR: JAMES D. Management For For
PLUMMER
1H ELECTION OF DIRECTOR: DAVID S. Management For For
POTTRUCK
1I ELECTION OF DIRECTOR: FRANK D. YEARY Management For For
1J ELECTION OF DIRECTOR: DAVID B. YOFFIE Management For For
2 RATIFICATION OF SELECTION OF ERNST & Management For For
YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR CURRENT YEAR
3 ADVISORY VOTE TO APPROVE EXECUTIVE Management Against Against
COMPENSATION
4 STOCKHOLDER PROPOSAL: WHETHER TO Shareholder For Against
HOLD AN ADVISORY VOTE ON POLITICAL
CONTRIBUTIONS
JARDEN CORPORATION    
Security 471109108 Meeting Type Annual
Ticker Symbol JAH Meeting Date 17-May-2012
ISIN US4711091086 Agenda 933583343 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 MARTIN E. FRANKLIN For For
2 JAMES E. LILLIE For For
3 MICHAEL S. GROSS For For
2 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
JARDEN CORPORATION'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR
THE YEAR ENDING DECEMBER 31, 2012.
3 ADVISORY APPROVAL OF JARDEN Management For For
CORPORATION'S EXECUTIVE
COMPENSATION.

Page 36 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

AMGEN INC.    
Security 031162100 Meeting Type Annual
Ticker Symbol AMGN Meeting Date 23-May-2012
ISIN US0311621009 Agenda 933583937 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: DR. DAVID Management For For
BALTIMORE
1B ELECTION OF DIRECTOR: MR. FRANK J. Management For For
BIONDI, JR.
1C ELECTION OF DIRECTOR: MR. ROBERT A. Management For For
BRADWAY
1D ELECTION OF DIRECTOR: MR. FRANCOIS DE Management For For
CARBONNEL
1E ELECTION OF DIRECTOR: DR. VANCE D. Management For For
COFFMAN
1F ELECTION OF DIRECTOR: DR. REBECCA M. Management For For
HENDERSON
1G ELECTION OF DIRECTOR: MR. FRANK C. Management For For
HERRINGER
1H ELECTION OF DIRECTOR: DR. TYLER JACKS Management For For
1I ELECTION OF DIRECTOR: DR. GILBERT S. Management For For
OMENN
1J ELECTION OF DIRECTOR: MS. JUDITH C. Management For For
PELHAM
1K ELECTION OF DIRECTOR: ADM. J. PAUL Management For For
REASON, USN (RETIRED)
1L ELECTION OF DIRECTOR: MR. LEONARD D. Management For For
SCHAEFFER
1M ELECTION OF DIRECTOR: MR. KEVIN W. Management For For
SHARER
1N ELECTION OF DIRECTOR: DR. RONALD D. Management For For
SUGAR
2 TO RATIFY THE SELECTION OF ERNST & Management For For
YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS FOR
THE FISCAL YEAR ENDING DECEMBER 31,
2012.
3 ADVISORY VOTE TO APPROVE OUR Management Against Against
EXECUTIVE COMPENSATION.
4 TO APPROVE AN AMENDMENT TO OUR Management For For
RESTATED CERTIFICATE OF
INCORPORATION TO AUTHORIZE
STOCKHOLDER ACTION BY WRITTEN
CONSENT.
5A STOCKHOLDER PROPOSAL #1 Shareholder Against For
(INDEPENDENT CHAIRMAN OF THE BOARD).
5B STOCKHOLDER PROPOSAL #2 Shareholder Against For
(TRANSPARENCY IN ANIMAL USE).
5C STOCKHOLDER PROPOSAL #3 (REQUEST Shareholder Against For
FOR DISCLOSURE OF LOBBYING POLICIES
AND PRACTICES).
5D STOCKHOLDER PROPOSAL #4 (CEO TO Shareholder Against For
SERVE ON A MAXIMUM OF ONE OTHER
BOARD).
ENERGYSOLUTIONS, INC.    
Security 292756202 Meeting Type Annual
Ticker Symbol ES Meeting Date 23-May-2012
ISIN US2927562023 Agenda 933600163 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 STEVEN R. ROGEL For For
2 J. BARNIE BEASLEY, JR. For For
3 VAL J. CHRISTENSEN For For
4 PASCAL COLOMBANI For For
5 J.I. "CHIP" EVEREST, II For For
6 DAVID J. LOCKWOOD For For
7 CLARE SPOTTISWOODE For For
8 ROBERT A. WHITMAN For For
9 DAVID B. WINDER For For
2 RATIFICATION OF THE APPOINTMENT OF Management For For
ERNST & YOUNG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE 2012 FISCAL
YEAR.
3 ADVISORY APPROVAL OF THE Management For For
COMPENSATION OF THE COMPANY'S
NAMED EXECUTIVE OFFICERS.

Page 37 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

WEATHERFORD INTERNATIONAL LTD    
Security H27013103 Meeting Type Annual
Ticker Symbol WFT Meeting Date 23-May-2012
ISIN CH0038838394 Agenda 933622145 - Management
Item Proposal Type Vote For/Against
          Management
1 APPROVAL OF THE 2011 ANNUAL REPORT, Management For For
THE CONSOLIDATED FINANCIAL
STATEMENTS OF WEATHERFORD
INTERNATIONAL LTD. FOR THE YEAR ENDED
DECEMBER 31, 2011 AND THE STATUTORY
FINANCIAL STATEMENTS OF
WEATHERFORD INTERNATIONAL LTD. FOR
THE YEAR ENDED DECEMBER 31, 2011.
2 DISCHARGE OF THE BOARD OF DIRECTORS Management For For
AND EXECUTIVE OFFICERS FROM LIABILITY
UNDER SWISS LAW FOR ACTIONS OR
OMISSIONS DURING THE YEAR ENDED
DECEMBER 31, 2011.
3A ELECTION OF DIRECTOR: BERNARD J. Management For For
DUROC-DANNER
3B ELECTION OF DIRECTOR: SAMUEL W. Management For For
BODMAN, III
3C ELECTION OF DIRECTOR: NICHOLAS F. Management For For
BRADY
3D ELECTION OF DIRECTOR: DAVID J. BUTTERS Management For For
3E ELECTION OF DIRECTOR: WILLIAM E. Management For For
MACAULAY
3F ELECTION OF DIRECTOR: ROBERT K. Management For For
MOSES, JR.
3G ELECTION OF DIRECTOR: GUILLERMO ORTIZ Management For For
3H ELECTION OF DIRECTOR: EMYR JONES Management For For
PARRY
3I ELECTION OF DIRECTOR: ROBERT A. RAYNE Management For For
4 RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR YEAR
ENDING DECEMBER 31, 2012 AND THE RE-
ELECTION OF ERNST & YOUNG LTD, ZURICH
AS STATUTORY AUDITOR FOR YEAR
ENDING DECEMBER 31, 2012.
5 APPROVAL OF AN AMENDMENT TO THE Management For For
ARTICLES OF ASSOCIATION TO EXTEND THE
BOARD'S AUTHORIZATION TO ISSUE
SHARES FROM AUTHORIZED SHARE
CAPITAL TO MAY 23, 2014 AND TO INCREASE
ISSUABLE AUTHORIZED CAPITAL TO AN
AMOUNT EQUAL TO 50% OF CURRENT
STATED CAPITAL.
6 APPROVAL OF AN AMENDMENT TO THE Management Against Against
WEATHERFORD INTERNATIONAL LTD. 2010
OMNIBUS INCENTIVE PLAN TO INCREASE
THE NUMBER OF SHARES ISSUABLE UNDER
THE PLAN TO 28,144,000 SHARES.
7 APPROVAL OF AN ADVISORY RESOLUTION Management Against Against
REGARDING EXECUTIVE COMPENSATION.
ZIONS BANCORPORATION    
Security 989701107 Meeting Type Annual
Ticker Symbol ZION Meeting Date 25-May-2012
ISIN US9897011071 Agenda 933599865 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: JERRY C. ATKIN Management For For
1B ELECTION OF DIRECTOR: R.D. CASH Management For For
1C ELECTION OF DIRECTOR: PATRICIA FROBES Management For For
1D ELECTION OF DIRECTOR: J. DAVID HEANEY Management For For
1E ELECTION OF DIRECTOR: ROGER B. Management For For
PORTER
1F ELECTION OF DIRECTOR: STEPHEN D. Management For For
QUINN
1G ELECTION OF DIRECTOR: HARRIS H. Management For For
SIMMONS
1H ELECTION OF DIRECTOR: L.E. SIMMONS Management For For
1I ELECTION OF DIRECTOR: SHELLEY THOMAS Management For For
WILLIAMS
1J ELECTION OF DIRECTOR: STEVEN C. Management For For
WHEELWRIGHT
2 RATIFICATION OF THE APPOINTMENT OF Management For For
ERNST & YOUNG LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
3 APPROVAL, ON A NONBINDING ADVISORY Management For For
BASIS, OF THE COMPENSATION PAID TO
THE COMPANY'S EXECUTIVE OFFICERS.
4 APPROVAL OF AMENDMENTS TO THE Management For For
COMPANY'S AMENDED AND RESTATED 2005
STOCK OPTION AND INCENTIVE PLAN.
5 APPROVAL OF THE COMPANY'S 2012 Management For For
MANAGEMENT INCENTIVE COMPENSATION
PLAN.
6 THAT THE BOARD ADOPT A POLICY TO Shareholder For Against
REVIEW AND DETERMINE WHETHER TO
SEEK RECOUPMENT OF BONUSES AND
OTHER INCENTIVE COMPENSATION.

Page 38 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

EXXON MOBIL CORPORATION    
Security 30231G102 Meeting Type Annual
Ticker Symbol XOM Meeting Date 30-May-2012
ISIN US30231G1022 Agenda 933600086 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 M.J. BOSKIN For For
2 P. BRABECK-LETMATHE For For
3 L.R. FAULKNER For For
4 J.S. FISHMAN For For
5 H.H. FORE For For
6 K.C. FRAZIER For For
7 W.W. GEORGE For For
8 S.J. PALMISANO For For
9 S.S REINEMUND For For
10 R.W. TILLERSON For For
11 E.E. WHITACRE, JR. For For
2 RATIFICATION OF INDEPENDENT AUDITORS Management For For
(PAGE 61)
3 ADVISORY VOTE TO APPROVE EXECUTIVE Management Against Against
COMPENSATION (PAGE 62)
4 INDEPENDENT CHAIRMAN (PAGE 64) Shareholder Against For
5 MAJORITY VOTE FOR DIRECTORS (PAGE 65) Shareholder Against For
6 REPORT ON POLITICAL CONTRIBUTIONS Shareholder For Against
(PAGE 66)
7 AMENDMENT OF EEO POLICY (PAGE 67) Shareholder Against For
8 REPORT ON NATURAL GAS PRODUCTION Shareholder Against For
(PAGE 69)
9 GREENHOUSE GAS EMISSIONS GOALS Shareholder Against For
(PAGE 71)
CHEVRON CORPORATION    
Security 166764100 Meeting Type Annual
Ticker Symbol CVX Meeting Date 30-May-2012
ISIN US1667641005 Agenda 933601913 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: L.F. DEILY Management For For
1B ELECTION OF DIRECTOR: R.E. DENHAM Management For For
1C ELECTION OF DIRECTOR: C. HAGEL Management For For
1D ELECTION OF DIRECTOR: E. HERNANDEZ Management For For
1E ELECTION OF DIRECTOR: G.L. KIRKLAND Management For For
1F ELECTION OF DIRECTOR: C.W. MOORMAN Management For For
1G ELECTION OF DIRECTOR: K.W. SHARER Management For For
1H ELECTION OF DIRECTOR: J.G. STUMPF Management For For
1I ELECTION OF DIRECTOR: R.D. SUGAR Management For For
1J ELECTION OF DIRECTOR: C. WARE Management For For
1K ELECTION OF DIRECTOR: J.S. WATSON Management For For
2 RATIFICATION OF APPOINTMENT OF Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
3 ADVISORY VOTE TO APPROVE NAMED Management Against Against
EXECUTIVE OFFICER COMPENSATION
4 EXCLUSIVE FORUM PROVISIONS Shareholder Against For
5 INDEPENDENT CHAIRMAN Shareholder Against For
6 LOBBYING DISCLOSURE Shareholder Against For
7 COUNTRY SELECTION GUIDELINES Shareholder Against For
8 HYDRAULIC FRACTURING Shareholder Against For
9 ACCIDENT RISK OVERSIGHT Shareholder Against For
10 SPECIAL MEETINGS Shareholder Against For
11 INDEPENDENT DIRECTOR WITH Shareholder Against For
ENVIRONMENTAL EXPERTISE

Page 39 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

EXPRESS SCRIPTS HOLDING COMPANY    
Security 30219G108 Meeting Type Annual
Ticker Symbol ESRX Meeting Date 30-May-2012
ISIN US30219G1085 Agenda 933610001 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: GARY G. BENANAV Management For For
1B ELECTION OF DIRECTOR: MAURA C. BREEN Management For For
1C ELECTION OF DIRECTOR: WILLIAM J. Management For For
DELANEY
1D ELECTION OF DIRECTOR: NICHOLAS J. Management For For
LAHOWCHIC
1E ELECTION OF DIRECTOR: THOMAS P. MAC Management For For
MAHON
1F ELECTION OF DIRECTOR: FRANK Management For For
MERGENTHALER
1G ELECTION OF DIRECTOR: WOODROW A. Management For For
MYERS, JR., MD
1H ELECTION OF DIRECTOR: JOHN O. PARKER, Management For For
JR.
1I ELECTION OF DIRECTOR: GEORGE PAZ Management For For
1J ELECTION OF DIRECTOR: MYRTLE S. Management For For
POTTER
1K ELECTION OF DIRECTOR: WILLIAM L. Management For For
ROPER, MD, MPH
1L ELECTION OF DIRECTOR: SAMUEL K. Management For For
SKINNER
1M ELECTION OF DIRECTOR: SEYMOUR Management For For
STERNBERG
2 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS FOR THE
COMPANY'S CURRENT FISCAL YEAR.
3 TO APPROVE, BY NON-BINDING VOTE, Management For For
EXECUTIVE COMPENSATION.
4 STOCKHOLDER PROPOSAL REGARDING Shareholder For Against
REPORT ON POLITICAL CONTRIBUTIONS.
5 STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
STOCKHOLDER ACTION BY WRITTEN
CONSENT.

Page 40 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

WAL-MART STORES, INC.    
Security 931142103 Meeting Type Annual
Ticker Symbol WMT Meeting Date 01-Jun-2012
ISIN US9311421039 Agenda 933607408 - Management
Item Proposal Type Vote For/Against
        Management
1A ELECTION OF DIRECTOR: AIDA M. ALVAREZ Management For For
1B ELECTION OF DIRECTOR: JAMES W. BREYER Management For For
1C ELECTION OF DIRECTOR: M. MICHELE Management For For
BURNS
1D ELECTION OF DIRECTOR: JAMES I. CASH, Management For For
JR.
1E ELECTION OF DIRECTOR: ROGER C. Management For For
CORBETT
1F ELECTION OF DIRECTOR: DOUGLAS N. DAFT Management For For
1G ELECTION OF DIRECTOR: MICHAEL T. DUKE Management For For
1H ELECTION OF DIRECTOR: MARISSA A. Management For For
MAYER
1I ELECTION OF DIRECTOR: GREGORY B. Management For For
PENNER
1J ELECTION OF DIRECTOR: STEVEN S Management For For
REINEMUND
1K ELECTION OF DIRECTOR: H. LEE SCOTT, JR. Management For For
1L ELECTION OF DIRECTOR: ARNE M. Management For For
SORENSON
1M ELECTION OF DIRECTOR: JIM C. WALTON Management For For
1N ELECTION OF DIRECTOR: S. ROBSON Management For For
WALTON
1O ELECTION OF DIRECTOR: CHRISTOPHER J. Management For For
WILLIAMS
1P ELECTION OF DIRECTOR: LINDA S. WOLF Management For For
2 RATIFICATION OF ERNST & YOUNG LLP AS Management For For
INDEPENDENT ACCOUNTANTS
3 ADVISORY VOTE TO APPROVE NAMED Management Against Against
EXECUTIVE OFFICER COMPENSATION
4 POLITICAL CONTRIBUTIONS REPORT Shareholder For Against
5 DIRECTOR NOMINATION POLICY Shareholder Against For
6 REPORT REGARDING INCENTIVE Shareholder Against For
COMPENSATION PROGRAMS
DEVON ENERGY CORPORATION    
Security 25179M103 Meeting Type Annual
Ticker Symbol DVN Meeting Date 06-Jun-2012
ISIN US25179M1036 Agenda 933612839 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 ROBERT H. HENRY For For
2 JOHN A. HILL For For
3 MICHAEL M. KANOVSKY For For
4 ROBERT A. MOSBACHER, JR For For
5 J. LARRY NICHOLS For For
6 DUANE C. RADTKE For For
7 MARY P. RICCIARDELLO For For
8 JOHN RICHELS For For
2 APPROVE, IN AN ADVISORY VOTE, Management For For
EXECUTIVE COMPENSATION.
3 RATIFY THE APPOINTMENT OF THE Management For For
INDEPENDENT AUDITORS FOR 2012.
4 APPROVE AMENDING THE AMENDED AND Management For For
RESTATED CERTIFICATE OF
INCORPORATION TO GRANT
STOCKHOLDERS THE RIGHT TO CALL A
SPECIAL MEETING.
5 APPROVE THE 2012 INCENTIVE Management Against Against
COMPENSATION PLAN.
6 APPROVE THE 2012 AMENDMENT TO THE Management Against Against
2009 LONG-TERM INCENTIVE
COMPENSATION PLAN.
7 REPORT ON THE DISCLOSURE OF Shareholder Against For
LOBBYING POLICIES AND PRACTICES.

Page 41 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

ALLIANCE DATA SYSTEMS CORPORATION    
Security 018581108 Meeting Type Annual
Ticker Symbol ADS Meeting Date 07-Jun-2012
ISIN US0185811082 Agenda 933611522 - Management
Item Proposal Type Vote For/Against
        Management
1A ELECTION OF DIRECTOR: EDWARD J. Management For For
HEFFERNAN
1B ELECTION OF DIRECTOR: ROBERT A. Management For For
MINICUCCI
2 ADVISORY APPROVAL OF EXECUTIVE Management For For
COMPENSATION.
3 TO RATIFY THE SELECTION OF DELOITTE & Management For For
TOUCHE LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM OF
ALLIANCE DATA SYSTEMS CORPORATION
FOR 2012.
INGERSOLL-RAND PLC    
Security G47791101 Meeting Type Annual
Ticker Symbol IR Meeting Date 07-Jun-2012
ISIN IE00B6330302 Agenda 933612916 - Management
Item Proposal Type Vote For/Against
        Management
1A ELECTION OF DIRECTOR: A.C. BERZIN Management For For
1B ELECTION OF DIRECTOR: J. BRUTON Management For For
1C ELECTION OF DIRECTOR: J.L. COHON Management For For
1D ELECTION OF DIRECTOR: G.D. FORSEE Management For For
1E ELECTION OF DIRECTOR: P.C. GODSOE Management For For
1F ELECTION OF DIRECTOR: E.E. Management For For
HAGENLOCKER
1G ELECTION OF DIRECTOR: C.J. HORNER Management For For
1H ELECTION OF DIRECTOR: M.W. LAMACH Management For For
1I ELECTION OF DIRECTOR: T.E. MARTIN Management For For
1J ELECTION OF DIRECTOR: R.J. SWIFT Management For For
1K ELECTION OF DIRECTOR: T.L. WHITE Management For For
2 ADVISORY APPROVAL OF THE Management For For
COMPENSATION OF THE COMPANY'S
NAMED EXECUTIVE OFFICERS
3 APPROVAL OF THE APPOINTMENT OF Management For For
INDEPENDENT AUDITORS AND
AUTHORIZATION OF THE AUDIT COMMITTEE
TO SET THE AUDITORS' REMUNERATION
TARGET CORPORATION    
Security 87612E106 Meeting Type Annual
Ticker Symbol TGT Meeting Date 13-Jun-2012
ISIN US87612E1064 Agenda 933623539 - Management
Item Proposal Type Vote For/Against
        Management
1A ELECTION OF DIRECTOR: ROXANNE S. Management For For
AUSTIN
1B ELECTION OF DIRECTOR: CALVIN DARDEN Management For For
1C ELECTION OF DIRECTOR: MARY N. DILLON Management For For
1D ELECTION OF DIRECTOR: JAMES A. Management For For
JOHNSON
1E ELECTION OF DIRECTOR: MARY E. MINNICK Management For For
1F ELECTION OF DIRECTOR: ANNE M. Management For For
MULCAHY
1G ELECTION OF DIRECTOR: DERICA W. RICE Management For For
1H ELECTION OF DIRECTOR: STEPHEN W. Management For For
SANGER
1I ELECTION OF DIRECTOR: GREGG W. Management For For
STEINHAFEL
1J ELECTION OF DIRECTOR: JOHN G. STUMPF Management For For
1K ELECTION OF DIRECTOR: SOLOMON D. Management For For
TRUJILLO
2 COMPANY PROPOSAL TO RATIFY THE Management For For
APPOINTMENT OF ERNST & YOUNG LLP AS
OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
3 COMPANY PROPOSAL TO APPROVE THE Management For For
TARGET CORPORATION OFFICER SHORT-
TERM INCENTIVE PLAN.
4 COMPANY PROPOSAL TO APPROVE, ON AN Management For For
ADVISORY BASIS, OUR EXECUTIVE
COMPENSATION ("SAY-ON-PAY").
5 SHAREHOLDER PROPOSAL ON Shareholder Against For
ELECTRONICS RECYCLING.
6 SHAREHOLDER PROPOSAL ON PROHIBITING Shareholder Against For
USE OF CORPORATE FUNDS FOR POLITICAL
ELECTIONS OR CAMPAIGNS.

Page 42 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

FREEPORT-MCMORAN COPPER & GOLD INC.    
Security 35671D857 Meeting Type Annual
Ticker Symbol FCX Meeting Date 14-Jun-2012
ISIN US35671D8570 Agenda 933621989 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 RICHARD C. ADKERSON For For
2 ROBERT J. ALLISON, JR. For For
3 ROBERT A. DAY For For
4 GERALD J. FORD For For
5 H. DEVON GRAHAM, JR. For For
6 CHARLES C. KRULAK For For
7 BOBBY LEE LACKEY For For
8 JON C. MADONNA For For
9 DUSTAN E. MCCOY For For
10 JAMES R. MOFFETT For For
11 B. M. RANKIN, JR. For For
12 STEPHEN H. SIEGELE For For
2 APPROVAL, ON AN ADVISORY BASIS, OF Management Against Against
THE COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
2 RATIFICATION OF THE APPOINTMENT OF Management For For
ERNST & YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
3 STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
THE SELECTION OF A CANDIDATE WITH
ENVIRONMENTAL EXPERTISE TO BE
RECOMMENDED FOR ELECTION TO THE
BOARD OF DIRECTORS.
BEST BUY CO., INC.    
Security 086516101 Meeting Type Annual
Ticker Symbol BBY Meeting Date 21-Jun-2012
ISIN US0865161014 Agenda 933631699 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 LISA M. CAPUTO For For
2 KATHY J. HIGGINS VICTOR For For
3 GERARD R. VITTECOQ For For
2 TO RATIFY THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING FEBRUARY
2, 2013
3 TO CONDUCT AN ADVISORY VOTE TO Management Against Against
APPROVE OUR NAMED EXECUTIVE OFFICER
COMPENSATION.
4 TO APPROVE AN INCREASE IN THE Management Against Against
AVAILABLE NUMBER OF SHARES UNDER
THE BEST BUY CO., INC. 2008 EMPLOYEE
STOCK PURCHASE PLAN.
5 TO VOTE ON A SHAREHOLDER PROPOSAL Shareholder For For
RECOMMENDING DECLASSIFICATION OF
OUR BOARD OF DIRECTORS, IF PROPERLY
PRESENTED AT THE MEETING.

Page 43 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

GOOGLE INC.    
Security 38259P508 Meeting Type Annual
Ticker Symbol GOOG Meeting Date 21-Jun-2012
ISIN US38259P5089 Agenda 933632968 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 LARRY PAGE For For
2 SERGEY BRIN For For
3 ERIC E. SCHMIDT For For
4 L. JOHN DOERR For For
5 DIANE B. GREENE For For
6 JOHN L. HENNESSY For For
7 ANN MATHER For For
8 PAUL S. OTELLINI For For
9 K. RAM SHRIRAM For For
10 SHIRLEY M. TILGHMAN For For
2 THE RATIFICATION OF THE APPOINTMENT Management For For
OF ERNST & YOUNG LLP AS GOOGLE'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2012.
3A THE APPROVAL OF THE ADOPTION OF Management For For
GOOGLE'S FOURTH AMENDED AND
RESTATED CERTIFICATE OF
INCORPORATION: THE APPROVAL OF THE
ADOPTION OF AMENDMENTS TO GOOGLE'S
THIRD AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION TO
ESTABLISH THE CLASS C CAPITAL STOCK
AND TO MAKE CERTAIN CLARIFYING
CHANGES.
3B THE APPROVAL OF THE ADOPTION OF Management Against Against
GOOGLE'S FOURTH AMENDED AND
RESTATED CERTIFICATE OF
INCORPORATION: THE APPROVAL OF THE
ADOPTION OF AMENDMENTS TO GOOGLE'S
THIRD AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED
SHARES OF CLASS A COMMON STOCK
FROM 6 BILLION TO 9 BILLION.
3C THE APPROVAL OF THE ADOPTION OF Management For For
GOOGLE'S FOURTH AMENDED AND
RESTATED CERTIFICATE OF
INCORPORATION: THE APPROVAL OF THE
ADOPTION OF AMENDMENTS TO GOOGLE'S
THIRD AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION TO
PROVIDE FOR THE TREATMENT OF SHARES
OF CLASS A COMMON STOCK IN A MANNER
THAT IS AT LEAST AS FAVORABLE AS THE
SHARES OF CLASS B COMMON STOCK.
4 THE APPROVAL OF GOOGLE'S 2012 STOCK Management Against Against
PLAN.
5 THE APPROVAL OF GOOGLE'S 2012 Management Against Against
INCENTIVE COMPENSATION PLAN FOR
EMPLOYEES AND CONSULTANTS OF
MOTOROLA MOBILITY.
6 A STOCKHOLDER PROPOSAL REGARDING Shareholder For Against
AN ADVISORY VOTE ON POLITICAL
CONTRIBUTIONS, IF PROPERLY PRESENTED
AT THE MEETING.
7 A STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
MANDATORY ARBITRATION OF CERTAIN
SHAREHOLDER CLAIMS, IF PROPERLY
PRESENTED AT THE MEETING.
8 A STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
EQUAL SHAREHOLDER VOTING, IF
PROPERLY PRESENTED AT THE MEETING.

Page 44 of 45



Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

BED BATH & BEYOND INC.    
Security 075896100 Meeting Type Annual
Ticker Symbol BBBY Meeting Date 22-Jun-2012
ISIN US0758961009 Agenda 933647577 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: WARREN Management For For
EISENBERG
1B ELECTION OF DIRECTOR: LEONARD Management For For
FEINSTEIN
1C ELECTION OF DIRECTOR: STEVEN H. Management For For
TEMARES
1D ELECTION OF DIRECTOR: DEAN S. ADLER Management For For
1E ELECTION OF DIRECTOR: STANLEY F. Management For For
BARSHAY
1F ELECTION OF DIRECTOR: KLAUS EPPLER Management For For
1G ELECTION OF DIRECTOR: PATRICK R. Management For For
GASTON
1H ELECTION OF DIRECTOR: JORDAN HELLER Management For For
1I ELECTION OF DIRECTOR: VICTORIA A. Management For For
MORRISON
2 RATIFICATION OF THE APPOINTMENT OF Management For For
KPMG LLP
3 TO APPROVE, BY NON-BINDING VOTE, THE Management For For
2011 COMPENSATION PAID TO THE
COMPANY'S NAMED EXECUTIVE OFFICERS.
4 TO APPROVE THE 2012 INCENTIVE Management Against Against
COMPENSATION PLAN.
MOBILE MINI, INC.    
Security 60740F105 Meeting Type Annual
Ticker Symbol MINI Meeting Date 26-Jun-2012
ISIN US60740F1057 Agenda 933636942 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 JEFFREY S. GOBLE For For
2 JAMES J. MARTELL For For
3 STEPHEN A MCCONNELL For For
2 RATIFICATION OF THE SELECTION OF Management For For
ERNST & YOUNG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING
DECEMBER 31, 2012.
3 ADVISORY VOTE ON EXECUTIVE Management For For
COMPENSATION.
4 RE-APPROVAL OF PERFORMANCE Management For For
MEASURES UNDER THE MOBILE MINI, INC.
2006 EQUITY INCENTIVE PLAN.

Page 45 of 45



Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

FLEXTRONICS INTERNATIONAL LTD.    
Security Y2573F102 Meeting Type Annual
Ticker Symbol FLEX Meeting Date 22-Jul-2011
ISIN SG9999000020 Agenda 933476500 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: ROBERT L. Management For For
EDWARDS
1B ELECTION OF DIRECTOR: DANIEL H. Management For For
SCHULMAN
2 TO APPROVE THE RE-APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS
FLEXTRONICS'S INDEPENDENT AUDITORS
FOR THE 2012 FISCAL YEAR AND TO
AUTHORIZE THE BOARD OF DIRECTORS TO
FIX ITS REMUNERATION.
3 TO APPROVE THE GENERAL Management For For
AUTHORIZATION FOR THE DIRECTORS OF
FLEXTRONICS TO ALLOT AND ISSUE
ORDINARY SHARES.
4 TO APPROVE CHANGES IN THE CASH Management Against Against
COMPENSATION PAYABLE TO
FLEXTRONICS'S NON-EMPLOYEE
DIRECTORS AND THE CHAIRMAN OF THE
BOARD OF DIRECTORS.
5 TO APPROVE A NON-BINDING, ADVISORY Management Against Against
RESOLUTION RELATING TO THE
COMPENSATION OF FLEXTRONICS'S NAMED
EXECUTIVE OFFICERS.
6 THE FREQUENCY OF A NON-BINDING, Management 1 Year For
ADVISORY RESOLUTION TO APPROVE THE
COMPENSATION OF FLEXTRONIC'S NAMED
EXECUTIVE OFFICERS.
S1 EXTRAORDINARY GENERAL MEETING Management For For
PROPOSAL: TO APPROVE THE RENEWAL OF
THE SHARE PURCHASE MANDATE
RELATING TO ACQUISITIONS BY
FLEXTRONICS OF ITS OWN ISSUED
ORDINARY SHARES.
MCKESSON CORPORATION    
Security 58155Q103 Meeting Type Annual
Ticker Symbol MCK Meeting Date 27-Jul-2011
ISIN US58155Q1031 Agenda 933483808 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: ANDY D. BRYANT Management For For
1B ELECTION OF DIRECTOR: WAYNE A. BUDD Management For For
1C ELECTION OF DIRECTOR: JOHN H. Management For For
HAMMERGREN
1D ELECTION OF DIRECTOR: ALTON F. IRBY III Management For For
1E ELECTION OF DIRECTOR: M. CHRISTINE Management For For
JACOBS
1F ELECTION OF DIRECTOR: MARIE L. Management For For
KNOWLES
1G ELECTION OF DIRECTOR: DAVID M. Management For For
LAWRENCE, M.D.
1H ELECTION OF DIRECTOR: EDWARD A. Management For For
MUELLER
1I ELECTION OF DIRECTOR: JANE E. SHAW, Management For For
PH.D.
2 RATIFICATION OF THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING MARCH 31, 2012.
3 ADVISORY VOTE ON EXECUTIVE Management Against Against
COMPENSATION.
4 ADVISORY VOTE ON THE FREQUENCY OF Management 1 Year For
THE ADVISORY VOTE ON EXECUTIVE
COMPENSATION.
5 APPROVAL OF AN AMENDMENT TO OUR Management For For
AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION ("CERTIFICATE OF
INCORPORATION") TO REDUCE THE VOTE
REQUIRED TO AMEND OUR CERTIFICATE OF
INCORPORATION IN ANY MANNER THAT
WILL ADVERSELY AFFECT HOLDERS OF
SERIES A JUNIOR PARTICIPATING
PREFERRED STOCK.
6 APPROVAL OF AN AMENDMENT TO THE Management For For
CERTIFICATE OF INCORPORATION TO
REDUCE THE VOTE REQUIRED TO ADOPT,
ALTER OR REPEAL ANY BY-LAW.
7 APPROVAL OF AN AMENDMENT TO THE Management For For
CERTIFICATE OF INCORPORATION TO
ELIMINATE THE SUPERMAJORITY VOTING
REQUIREMENTS, AND ASSOCIATED "FAIR
PRICE" PROVISION, APPLICABLE TO
CERTAIN BUSINESS COMBINATIONS.
8 APPROVAL OF AN AMENDMENT TO THE Management Against Against
CERTIFICATE OF INCORPORATION TO
REMOVE A TRANSITIONAL PROVISION
RELATED TO THE CLASSIFIED BOARD
STRUCTURE ELIMINATED IN 2007.
9 APPROVAL OF AN AMENDMENT TO THE Management For For
CERTIFICATE OF INCORPORATION TO
CONFORM THE "INTERESTED
TRANSACTIONS" PROVISIONS AND THE
STOCKHOLDER ACTION PROVISION TO
APPLICABLE LAW.
10 STOCKHOLDER PROPOSAL ON SIGNIFICANT Shareholder Against For
EXECUTIVE STOCK RETENTION FOR TWO
YEARS BEYOND RETIREMENT.

Page 1 of 38



Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

ELECTRONIC ARTS INC.    
Security 285512109 Meeting Type Annual
Ticker Symbol ERTS Meeting Date 28-Jul-2011
ISIN US2855121099 Agenda 933480294 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: LEONARD S. Management For For
COLEMAN
1B ELECTION OF DIRECTOR: JEFFREY T. Management For For
HUBER
1C ELECTION OF DIRECTOR: GERALDINE B. Management For For
LAYBOURNE
1D ELECTION OF DIRECTOR: GREGORY B. Management For For
MAFFEI
1E ELECTION OF DIRECTOR: VIVEK PAUL Management For For
1F ELECTION OF DIRECTOR: LAWRENCE F. Management For For
PROBST III
1G ELECTION OF DIRECTOR: JOHN S. Management For For
RICCITIELLO
1H ELECTION OF DIRECTOR: RICHARD A. Management For For
SIMONSON
1I ELECTION OF DIRECTOR: LINDA J. SRERE Management For For
1J ELECTION OF DIRECTOR: LUIS A. UBINAS Management For For
2 APPROVE AN AMENDMENT TO THE 2000 Management Against Against
EQUITY INCENTIVE PLAN.
3 APPROVE AN AMENDMENT TO THE 2000 Management For For
EMPLOYEE STOCK PURCHASE PLAN.
4 ADVISORY VOTE ON THE COMPENSATION Management For For
OF THE NAMED EXECUTIVE OFFICERS.
5 ADVISORY VOTE ON THE FREQUENCY OF Management 1 Year For
HOLDING FUTURE ADVISORY VOTES ON
THE COMPENSATION OF THE NAMED
EXECUTIVE OFFICERS.
6 RATIFICATION OF THE APPOINTMENT OF Management For For
KPMG LLP AS INDEPENDENT AUDITORS FOR
FISCAL YEAR 2012.

Page 2 of 38



Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

ALLIANT TECHSYSTEMS INC.    
Security 018804104 Meeting Type Annual
Ticker Symbol ATK Meeting Date 02-Aug-2011
ISIN US0188041042 Agenda 933482123 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 ROXANNE J. DECYK For For
2 MARK W. DEYOUNG For For
3 MARTIN C. FAGA For For
4 RONALD R. FOGLEMAN For For
5 APRIL H. FOLEY For For
6 TIG H. KREKEL For For
7 DOUGLAS L. MAINE For For
8 ROMAN MARTINEZ IV For For
9 MARK H. RONALD For For
10 WILLIAM G. VAN DYKE For For
2 ADVISORY VOTE ON EXECUTIVE Management For For
COMPENSATION
3 ADVISORY VOTE ON THE FREQUENCY OF Management 1 Year For
FUTURE ADVISORY VOTES ON EXECUTIVE
COMPENSATION
4 APPROVAL OF EXECUTIVE OFFICER Management For For
INCENTIVE PLAN, AS AMENDED AND
RESTATED
5 RATIFICATION OF APPOINTMENT OF Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
XILINX, INC.    
Security 983919101 Meeting Type Annual
Ticker Symbol XLNX Meeting Date 10-Aug-2011
ISIN US9839191015 Agenda 933481715 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: PHILIP T. GIANOS Management For For
1B ELECTION OF DIRECTOR: MOSHE N. Management For For
GAVRIELOV
1C ELECTION OF DIRECTOR: JOHN L. DOYLE Management For For
1D ELECTION OF DIRECTOR: JERALD G. Management For For
FISHMAN
1E ELECTION OF DIRECTOR: WILLIAM G. Management For For
HOWARD, JR.
1F ELECTION OF DIRECTOR: J. MICHAEL Management For For
PATTERSON
1G ELECTION OF DIRECTOR: ALBERT A. Management For For
PIMENTEL
1H ELECTION OF DIRECTOR: MARSHALL C. Management For For
TURNER
1I ELECTION OF DIRECTOR: ELIZABETH W. Management For For
VANDERSLICE
2 APPROVE AN AMENDMENT TO 1990 Management For For
EMPLOYEE QUALIFIED STOCK PURCHASE
PLAN, ALL AS MORE FULLY DESCRIBED IN
THE PROXY STATEMENT.
3 APPROVE AN AMENDMENT TO THE 2007 Management For For
EQUITY INCENTIVE PLAN, ALL AS MORE
FULLY DESCRIBED IN THE PROXY
STATEMENT.
4 APPROVE CERTAIN PROVISIONS OF 2007 Management For For
EQUITY INCENTIVE PLAN FOR PURPOSES
OF COMPLYING WITH THE INTERNAL
REVENUE CODE OF 1986.
5 PROPOSAL TO APPROVE, ON AN ADVISORY Management For For
BASIS, THE COMPENSATION OF THE
COMPANY'S NAMED EXECUTIVE OFFICERS.
6 PROPOSAL TO RECOMMEND, ON AN Management 1 Year For
ADVISORY BASIS, THE FREQUENCY OF
VOTES ON EXECUTIVE COMPENSATION.
7 PROPOSAL TO RATIFY THE APPOINTMENT Management For For
OF ERNST & YOUNG LLP AS THE
COMPANY'S EXTERNAL AUDITORS FOR
FISCAL 2012.

Page 3 of 38



Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

THE J. M. SMUCKER COMPANY    
Security 832696405 Meeting Type Annual
Ticker Symbol SJM Meeting Date 17-Aug-2011
ISIN US8326964058 Agenda 933486068 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: VINCENT C. BYRD Management For For
1B ELECTION OF DIRECTOR: R. DOUGLAS Management For For
COWAN
1C ELECTION OF DIRECTOR: ELIZABETH VALK Management For For
LONG
1D ELECTION OF DIRECTOR: MARK T. Management For For
SMUCKER
2 RATIFICATION OF APPOINTMENT OF ERNST Management For For
& YOUNG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE 2012 FISCAL
YEAR.
3 APPROVAL OF THE NON-BINDING, Management For For
ADVISORY VOTE ON EXECUTIVE
COMPENSATION ("SAY-ON-PAY").
4 APPROVAL OF THE NON-BINDING, Management 1 Year For
ADVISORY VOTE ON THE FREQUENCY OF
FUTURE SAY-ON-PAY VOTES. THE
BOARD OF DIRECTORS RECOMMENDS YOU
VOTE "AGAINST" THE FOLLOWING
PROPOSAL
5 SHAREHOLDER PROPOSAL REQUESTING A Shareholder Against For
COFFEE SUSTAINABILITY REPORT.
PATTERSON COMPANIES, INC.    
Security 703395103 Meeting Type Annual
Ticker Symbol PDCO Meeting Date 12-Sep-2011
ISIN US7033951036 Agenda 933495257 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 ANDRE B. LACY For For
2 LES C. VINNEY For For
2 ADVISORY APPROVAL OF EXECUTIVE Management Against Against
COMPENSATION.
3 ADVISORY VOTE ON THE FREQUENCY OF Management 1 Year N/A
SHAREHOLDER APPROVAL OF EXECUTIVE
COMPENSATION.
4 TO RATIFY THE SELECTION OF ERNST & Management For For
YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING APRIL 28,
2012.
LIONS GATE ENTERTAINMENT CORP.    
Security 535919203 Meeting Type Annual
Ticker Symbol LGF Meeting Date 13-Sep-2011
ISIN CA5359192039 Agenda 933499407 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 NORMAN BACAL For For
2 MICHAEL BURNS For For
3 ARTHUR EVRENSEL For For
4 JON FELTHEIMER For For
5 FRANK GIUSTRA For For
6 MORLEY KOFFMAN For For
7 HARALD LUDWIG For For
8 G. SCOTT PATERSON For For
9 MARK H. RACHESKY, M.D. For For
10 DARYL SIMM For For
11 HARDWICK SIMMONS For For
12 PHYLLIS YAFFE For For
2 PROPOSAL TO REAPPOINT ERNST & YOUNG Management For For
LLP AS THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE
COMPANY.
3 PROPOSAL TO CONDUCT AN ADVISORY Management For For
VOTE TO APPROVE EXECUTIVE
COMPENSATION.
4 PROPOSAL TO CONDUCT AN ADVISORY Management 1 Year For
VOTE ON THE FREQUENCY OF FUTURE
ADVISORY VOTES ON EXECUTIVE
COMPENSATION.
5 IN THEIR DISCRETION, THE PROXIES ARE Management For For
AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING.

Page 4 of 38



Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

ABERCROMBIE & FITCH CO.    
Security 002896207 Meeting Type Special
Ticker Symbol ANF Meeting Date 19-Sep-2011
ISIN US0028962076 Agenda 933367547 - Management
Item Proposal Type Vote For/Against
          Management
1 TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF JANUARY 19, 2011,
BETWEEN THE COMPANY AND
ABERCROMBIE & FITCH CO., AN OHIO
CORPORATION AND A WHOLLY-OWNED
SUBSIDIARY OF THE COMPANY, BY WHICH
THE COMPANY WILL EFFECT THE
REINCORPORATION OF THE COMPANY
FROM DELAWARE TO OHIO.
2 TO APPROVE, IF NECESSARY, THE Management For For
ADJOURNMENT OF THE SPECIAL MEETING
TO SOLICIT ADDITIONAL PROXIES.
3 SUCH OTHER BUSINESS AS MAY PROPERLY Management For For
COME BEFORE THE SPECIAL MEETING OR
ANY ADJOURNMENT THEREOF.
DARDEN RESTAURANTS, INC.    
Security 237194105 Meeting Type Annual
Ticker Symbol DRI Meeting Date 22-Sep-2011
ISIN US2371941053 Agenda 933494332 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 LEONARD L. BERRY For For
2 ODIE C. DONALD For For
3 CHRISTOPHER J. FRALEIGH For For
4 VICTORIA D. HARKER For For
5 DAVID H. HUGHES For For
6 CHARLES A. LEDSINGER JR For For
7 WILLIAM M. LEWIS, JR. For For
8 SENATOR CONNIE MACK III For For
9 ANDREW H. MADSEN For For
10 CLARENCE OTIS, JR. For For
11 MICHAEL D. ROSE For For
12 MARIA A. SASTRE For For
2 TO APPROVE THE AMENDED DARDEN Management For For
RESTAURANTS, INC. EMPLOYEE STOCK
PURCHASE PLAN.
3 TO APPROVE AN ADVISORY RESOLUTION Management Against Against
ON EXECUTIVE COMPENSATION.
4 TO PROVIDE AN ADVISORY VOTE ON THE Management 1 Year For
FREQUENCY OF FUTURE ADVISORY VOTES
ON EXECUTIVE COMPENSATION.
5 TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For
AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING MAY 27, 2012.

Page 5 of 38



Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

SEADRILL LIMITED    
Security G7945E105 Meeting Type Annual
Ticker Symbol SDRL Meeting Date 23-Sep-2011
ISIN BMG7945E1057 Agenda 933496083 - Management
Item Proposal Type Vote For/Against
          Management
1 TO RE-ELECT JOHN FREDRIKSEN AS A Management For For
DIRECTOR OF THE COMPANY.
2 TO RE-ELECT TOR OLAV TROIM AS A Management For For
DIRECTOR OF THE COMPANY.
3 TO RE-ELECT KATE BLAKENSHIP AS A Management For For
DIRECTOR OF THE COMPANY.
4 TO RE-ELECT KATHRINE FREDRIKSEN AS A Management For For
DIRECTOR OF THE COMPANY.
5 TO RE-ELECT CARL ERIK STEEN AS A Management For For
DIRECTOR OF THE COMPANY.
6 PROPOSAL TO RE-APPOINT Management For For
PRICEWATERHOUSECOOPERS, AS OF
OSLO, NORWAY AS AUDITORS AND TO
AUTHORIZE THE DIRECTORS TO
DETERMINE THEIR REMUNERATION.
7 PROPOSAL TO APPROVE THE Management For For
REMUNERATION OF THE COMPANY'S
BOARD OF DIRECTORS OF A TOTAL
AMOUNT OF FEES NOT TO EXCEED
US$800,000 FOR THE YEAR ENDED
DECEMBER 31, 2011.
TAKE-TWO INTERACTIVE SOFTWARE, INC.    
Security 874054109 Meeting Type Annual
Ticker Symbol TTWO Meeting Date 26-Sep-2011
ISIN US8740541094 Agenda 933496867 - Management

Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 STRAUSS ZELNICK For For
2 ROBERT A. BOWMAN For For
3 SUNGHWAN CHO For For
4 MICHAEL DORNEMANN For For
5 BRETT ICAHN For For
6 J. MOSES For For
7 JAMES L. NELSON For For
8 MICHAEL SHERESKY For For
2 APPROVAL OF THE AMENDMENT TO THE Management Against Against
TAKE-TWO INTERACTIVE SOFTWARE, INC.
2009 STOCK INCENTIVE PLAN.
3 APPROVAL OF THE MANAGEMENT Management For For
AGREEMENT, DATED AS OF MAY 20, 2011,
BY AND BETWEEN ZELNICK MEDIA
CORPORATION AND TAKE-TWO
INTERACTIVE SOFTWARE, INC.
4 ADVISORY VOTE TO APPROVE THE Management For For
COMPENSATION OF THE NAMED EXECUTIVE
OFFICERS.
5 ADVISORY VOTE ON THE FREQUENCY OF Management 1 Year For
HOLDING FUTURE ADVISORY VOTES TO
APPROVE THE COMPENSATION OF THE
NAMED EXECUTIVE OFFICERS.
6 RATIFICATION OF THE APPOINTMENT OF Management For For
ERNST & YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING MARCH 31,
2012.

Page 6 of 38



Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

CINTAS CORPORATION    
Security 172908105 Meeting Type Annual
Ticker Symbol CTAS Meeting Date 18-Oct-2011
ISIN US1729081059 Agenda 933504082 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: GERALD S. Management For For
ADOLPH
1B ELECTION OF DIRECTOR: MELANIE W. Management For For
BARSTAD
1C ELECTION OF DIRECTOR: RICHARD T. Management For For
FARMER
1D ELECTION OF DIRECTOR: SCOTT D. FARMER Management For For
1E ELECTION OF DIRECTOR: JAMES J. Management For For
JOHNSON
1F ELECTION OF DIRECTOR: ROBERT J. Management For For
KOHLHEPP  
1G ELECTION OF DIRECTOR: DAVID C. PHILLIPS Management For For
1H ELECTION OF DIRECTOR: JOSEPH Management For For
SCAMINACE
1I ELECTION OF DIRECTOR: RONALD W. Management For For
TYSOE
2 ADVISORY RESOLUTION ON NAMED Management For For
EXECUTIVE OFFICER COMPENSATION.
3 TO HOLD AN ADVISORY VOTE ON THE Management 1 Year For
FREQUENCY OF SHAREHOLDER VOTES ON
OUR NAMED EXECUTIVE OFFICER
COMPENSATION.
4 TO RATIFY ERNST & YOUNG LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2012.
LINEAR TECHNOLOGY CORPORATION    
Security 535678106 Meeting Type Annual
Ticker Symbol LLTC Meeting Date 02-Nov-2011
ISIN US5356781063 Agenda 933508472 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 ROBERT H. SWANSON, JR. For For
2 LOTHAR MAIER For For
3 ARTHUR C. AGNOS For For
4 JOHN J. GORDON For For
5 DAVID S. LEE For For
6 RICHARD M. MOLEY For For
7 THOMAS S. VOLPE For For
2 AN ADVISORY VOTE ON EXECUTIVE Management Against Against
COMPENSATION.
3 AN ADVISORY VOTE ON THE FREQUENCY Management 1 Year Against
OF EXECUTIVE COMPENSATION VOTES.
4 TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM OF
THE COMPANY FOR THE FISCAL YEAR
ENDING JULY 1, 2012.

Page 7 of 38



Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

COACH, INC.    
Security 189754104 Meeting Type Annual
Ticker Symbol COH Meeting Date 03-Nov-2011
ISIN US1897541041 Agenda 933508408 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 LEW FRANKFORT For For
2 SUSAN KROPF For For
3 GARY LOVEMAN For For
4 IVAN MENEZES For For
5 IRENE MILLER For For
6 MICHAEL MURPHY For For
7 JIDE ZEITLIN For For
2 TO RATIFY THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2012
3 TO HOLD A NON-BINDING ADVISORY VOTE Management Against Against
ON EXECUTIVE COMPENSATION
4 TO HOLD A NON-BINDING ADVISORY VOTE Management 1 Year For
ON THE FREQUENCY OF FUTURE ADVISORY
VOTES ON EXECUTIVE COMPENSATION
JDS UNIPHASE CORPORATION    
Security 46612J507 Meeting Type Annual
Ticker Symbol JDSU Meeting Date 16-Nov-2011
ISIN US46612J5074 Agenda 933511633 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 PENELOPE A. HERSCHER For For
2 MASOOD JABBAR For For
3 THOMAS WAECHTER For For
2 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
INDEPENDENT PUBLIC ACCOUNTING FIRM
FOR JDS UNIPHASE CORPORATION FOR
THE FISCAL YEAR ENDING JUNE 30, 2012.
3 TO APPROVE, BY NON-BINDING ADVISORY Management Against Against
VOTE, THE COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
4 TO RECOMMEND, BY NON-BINDING Management 1 Year For
ADVISORY VOTE, THE FREQUENCY OF THE
ADVISORY VOTE ON THE COMPENSATION
OF OUR NAMED EXECUTIVE OFFICERS.
RESMED INC.    
Security 761152107 Meeting Type Annual
Ticker Symbol RMD Meeting Date 16-Nov-2011
ISIN US7611521078 Agenda 933512041 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: CHRISTOPHER Management For For
ROBERTS
1B ELECTION OF DIRECTOR: JOHN WAREHAM Management For For
2 TO APPROVE THE AMENDMENT TO THE 2009 Management Against Against
INCENTIVE AWARD PLAN, WHICH IN PART
INCREASES THE NUMBER OF SHARES
AUTHORIZED FOR ISSUANCE UNDER THE
PLAN FROM 22,921,650 (POST SPLIT) TO
35,475,000 SHARES.
3 TO APPROVE, ON AN ADVISORY BASIS, THE Management For For
COMPENSATION PAID TO OUR NAMED
EXECUTIVE OFFICERS.
4 TO SELECT THE FREQUENCY OF FUTURE Management 1 Year For
ADVISORY VOTES ON EXECUTIVE
COMPENSATION EVERY YEAR, EVERY TWO
YEARS OR EVERY THREE YEARS, AS
INDICATED.
5 RATIFICATION OF THE SELECTION OF KPMG Management For For
LLP AS OUR INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING JUNE 30, 2012.

Page 8 of 38



Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

MAXIM INTEGRATED PRODUCTS, INC.    
Security 57772K101 Meeting Type Annual
Ticker Symbol MXIM Meeting Date 16-Nov-2011
ISIN US57772K1016 Agenda 933513233 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 TUNC DOLUCA For For
2 B. KIPLING HAGOPIAN For For
3 JAMES R. BERGMAN For For
4 JOSEPH R. BRONSON For For
5 ROBERT E. GRADY For For
6 WILLIAM D. WATKINS For For
7 A.R. FRANK WAZZAN For For
2 TO RATIFY THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS MAXIM'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING JUNE 30,
2012.
3 TO RATIFY AND APPROVE AN AMENDMENT Management For For
TO MAXIM'S 2008 EMPLOYEE STOCK
PURCHASE PLAN TO INCREASE THE
NUMBER OF SHARES AVAILABLE FOR
ISSUANCE THEREUNDER BY 2,000,000
SHARES.
4 TO RATIFY AND APPROVE AN AMENDMENT Management Against Against
TO MAXIM'S AMENDED AND RESTATED 1996
STOCK INCENTIVE PLAN TO INCREASE THE
NUMBER OF SHARES AVAILABLE FOR
ISSUANCE THEREUNDER BY 7,000,000
SHARES.
5 TO APPROVE THE COMPENSATION OF Management Against Against
MAXIM'S NAMED EXECUTIVE OFFICERS
PURSUANT TO AN ADVISORY VOTE
THEREON.
6 ADVISORY VOTE ON THE FREQUENCY OF Management 1 Year For
FUTURE ADVISORY VOTES ON THE
COMPENSATION OF MAXIM'S NAMED
EXECUTIVE OFFICERS.
NALCO HOLDING COMPANY    
Security 62985Q101 Meeting Type Special
Ticker Symbol NLC Meeting Date 30-Nov-2011
ISIN US62985Q1013 Agenda 933522547 - Management
Item Proposal Type Vote For/Against
          Management
1 ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER DATED AS OF JULY 19, 2011
AMONG ECOLAB, INC., SUSTAINABILITY
PARTNERS CORPORATION, A WHOLLY-
OWNED SUBSIDIARY OF ECOLAB INC. AND
NALCO HOLDING COMPANY.
2 VOTE, ON A NON-BINDING ADVISORY BASIS, Management For For
TO APPROVE THE COMPENSATION THAT
MAY BECOME PAYABLE TO NALCO'S NAMED
EXECUTIVE OFFICERS IN CONNECTION
WITH THE COMPLETION OF THE
TRANSACTIONS IN THE MERGER.
3 ADJOURN THE NALCO SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE NOT
SUFFICIENT VOTES TO APPROVE
PROPOSAL 1.

Page 9 of 38



Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

THE SCOTTS MIRACLE-GRO CO.    
Security 810186106 Meeting Type Annual
Ticker Symbol SMG Meeting Date 19-Jan-2012
ISIN US8101861065 Agenda 933534895 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 ALAN H. BARRY For For
2 THOMAS N. KELLY JR. For For
3 CARL F. KOHRT, PH.D. For For
4 JOHN S. SHIELY For For
2 APPROVAL, ON AN ADVISORY BASIS, OF Management For For
THE COMPENSATION OF THE COMPANY'S
NAMED EXECUTIVE OFFICERS.
3 RECOMMENDATION, ON AN ADVISORY Management 1 Year For
BASIS, REGARDING THE FREQUENCY WITH
WHICH FUTURE ADVISORY VOTES ON
EXECUTIVE COMPENSATION WILL OCCUR.
4 RATIFICATION OF THE SELECTION OF Management For For
DELOITTE & TOUCHE LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING SEPTEMBER 30, 2012.
MUELLER WATER PRODUCTS INC.    
Security 624758108 Meeting Type Annual
Ticker Symbol MWA Meeting Date 25-Jan-2012
ISIN Agenda 933535493 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 HOWARD L. CLARK, JR. For For
2 SHIRLEY C. FRANKLIN For For
3 THOMAS J. HANSEN For For
4 GREGORY E. HYLAND For For
5 JERRY W. KOLB For For
6 JOSEPH B. LEONARD For For
7 MARK J. O'BRIEN For For
8 BERNARD G. RETHORE For For
9 NEIL A. SPRINGER For For
10 LYDIA W. THOMAS For For
11 MICHAEL T. TOKARZ For For
2 TO APPROVE, BY NON-BINDING VOTE, Management For For
EXECUTIVE COMPENSATION.
3 TO AMEND THE AMENDED AND RESTATED Management For For
2006 STOCK INCENTIVE PLAN.
4 TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL 2012.

Page 10 of 38



Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

D.R. HORTON, INC.    
Security 23331A109 Meeting Type Annual
Ticker Symbol DHI Meeting Date 26-Jan-2012
ISIN US23331A1097 Agenda 933538689 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: DONALD R. Management Against Against
HORTON
1B ELECTION OF DIRECTOR: BRADLEY S. Management Against Against
ANDERSON
1C ELECTION OF DIRECTOR: MICHAEL R. Management Against Against
BUCHANAN
1D ELECTION OF DIRECTOR: MICHAEL W. Management Against Against
HEWATT
1E ELECTION OF DIRECTOR: BOB G. SCOTT Management Against Against
1F ELECTION OF DIRECTOR: DONALD J. Management Against Against
TOMNITZ
2 ADVISORY VOTE AS TO EXECUTIVE Management For For
COMPENSATION.
3 ADVISORY VOTE AS TO THE FREQUENCY OF Management 1 Year For
FUTURE ADVISORY VOTES ON EXECUTIVE
COMPENSATION.
4 RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
ROCKWELL AUTOMATION, INC.    
Security 773903109 Meeting Type Annual
Ticker Symbol ROK Meeting Date 07-Feb-2012
ISIN US7739031091 Agenda 933539124 - Management
Item Proposal Type Vote For/Against
          Management
A DIRECTOR Management
1 BETTY C. ALEWINE For For
2 VERNE G. ISTOCK For For
3 DAVID B. SPEER For For
B TO APPROVE THE SELECTION OF DELOITTE Management For For
& TOUCHE LLP AS THE CORPORATION'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
C TO APPROVE THE CORPORATION'S 2012 Management Against Against
LONG-TERM INCENTIVES PLAN.
D TO APPROVE ON AN ADVISORY BASIS THE Management For For
COMPENSATION OF THE CORPORATION'S
NAMED EXECUTIVE OFFICERS.
HELMERICH & PAYNE, INC.    
Security 423452101 Meeting Type Annual
Ticker Symbol HP Meeting Date 07-Mar-2012
ISIN US4234521015 Agenda 933547727 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 DONALD F. ROBILLARD, JR For For
2 HON. FRANCIS ROONEY For For
3 EDWARD B. RUST, JR For For
2 RATIFICATION OF ERNST & YOUNG LLP AS Management For For
AUDITORS FOR 2012.
3 ADVISORY VOTE ON EXECUTIVE Management For For
COMPENSATION.
4A AMENDMENT TO THE COMPANY'S AMENDED Management For For
AND RESTATED CERTIFICATE OF
INCORPORATION TO IMPLEMENT A
STAGGERED DECLASSIFICATION OF THE
BOARD OF DIRECTORS OVER A THREE-
YEAR PERIOD.
4B AMENDMENT TO THE COMPANY'S AMENDED Management For For
AND RESTATED CERTIFICATE OF
INCORPORATION TO CONFIRM THAT FROM
AND AFTER THE 2015 ANNUAL MEETING,
DIRECTORS MAY BE REMOVED BY THE
STOCKHOLDERS WITH OR WITHOUT CAUSE.

Page 11 of 38



Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

NORTHERN TRUST CORPORATION    
Security 665859104 Meeting Type Annual
Ticker Symbol NTRS Meeting Date 17-Apr-2012
ISIN US6658591044 Agenda 933556257 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 LINDA WALKER BYNOE For For
2 NICHOLAS D. CHABRAJA For For
3 SUSAN CROWN For For
4 DIPAK C. JAIN For For
5 ROBERT W. LANE For For
6 EDWARD J. MOONEY For For
7 JOHN W. ROWE For For
8 MARTIN P. SLARK For For
9 DAVID H.B. SMITH, JR. For For
10 CHARLES A. TRIBBETT III For For
11 FREDERICK H. WADDELL For For
2 APPROVAL, BY AN ADVISORY VOTE, OF THE Management For For
2011 COMPENSATION OF THE
CORPORATION'S NAMED EXECUTIVE
OFFICERS.
3 APPROVAL OF THE NORTHERN TRUST Management Against Against
CORPORATION 2012 STOCK PLAN.
4 RATIFICATION OF THE APPOINTMENT OF Management For For
KPMG LLP AS THE CORPORATION'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2012. THE
BOARD OF DIRECTORS RECOMMENDS YOU
VOTE "AGAINST" THE FOLLOWING
PROPOSALS.
5 STOCKHOLDER PROPOSAL REGARDING Shareholder For Against
ACCELERATED VESTING OF EQUITY
AWARDS IN A CHANGE IN CONTROL
SITUATION, IF PROPERLY PRESENTED AT
THE ANNUAL MEETING.
6 STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
INDEPENDENCE OF THE BOARD CHAIRMAN,
IF PROPERLY PRESENTED AT THE ANNUAL
MEETING.
FIRST HORIZON NATIONAL CORPORATION    
Security 320517105 Meeting Type Annual
Ticker Symbol FHN Meeting Date 17-Apr-2012
ISIN US3205171057 Agenda 933559695 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: ROBERT B. Management For For
CARTER
1B ELECTION OF DIRECTOR: JOHN C. Management For For
COMPTON
1C ELECTION OF DIRECTOR: MARK A. EMKES Management For For
1D ELECTION OF DIRECTOR: VICKY B. GREGG Management For For
1E ELECTION OF DIRECTOR: JAMES A. HASLAM, Management For For
III
1F ELECTION OF DIRECTOR: D. BRYAN JORDAN Management For For
1G ELECTION OF DIRECTOR: R. BRAD MARTIN Management For For
1H ELECTION OF DIRECTOR: SCOTT M. Management For For
NISWONGER
1I ELECTION OF DIRECTOR: VICKI R. PALMER Management For For
1J ELECTION OF DIRECTOR: COLIN V. REED Management For For
1K ELECTION OF DIRECTOR: LUKE YANCY III Management For For
2 APPROVAL OF THE 2003 EQUITY Management Against Against
COMPENSATION PLAN, AS PROPOSED TO
BE AMENDED AND RESTATED
3 APPROVAL OF THE 2002 MANAGEMENT Management Against Against
INCENTIVE PLAN, AS PROPOSED TO BE
AMENDED AND RESTATED
4 APPROVAL OF AN ADVISORY RESOLUTION Management For For
TO APPROVE EXECUTIVE COMPENSATION
5 RATIFICATION OF APPOINTMENT OF KPMG Management For For
LLP AS AUDITORS

Page 12 of 38



Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

DISCOVER FINANCIAL SERVICES    
Security 254709108 Meeting Type Annual
Ticker Symbol DFS Meeting Date 18-Apr-2012
ISIN US2547091080 Agenda 933557247 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: JEFFREY S. Management For For
ARONIN
1B ELECTION OF DIRECTOR: MARY K. BUSH Management For For
1C ELECTION OF DIRECTOR: GREGORY C. Management For For
CASE
1D ELECTION OF DIRECTOR: ROBERT M. Management For For
DEVLIN
1E ELECTION OF DIRECTOR: CYNTHIA A. Management For For
GLASSMAN
1F ELECTION OF DIRECTOR: RICHARD H. Management For For
LENNY
1G ELECTION OF DIRECTOR: THOMAS G. Management For For
MAHERAS
1H ELECTION OF DIRECTOR: MICHAEL H. Management For For
MOSKOW
1I ELECTION OF DIRECTOR: DAVID W. NELMS Management For For
1J ELECTION OF DIRECTOR: E. FOLLIN SMITH Management For For
1K ELECTION OF DIRECTOR: LAWRENCE A. Management For For
WEINBACH
2 ADVISORY VOTE TO APPROVE NAMED Management For For
EXECUTIVE OFFICER COMPENSATION.
3 RATIFICATION OF APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
LASALLE HOTEL PROPERTIES    
Security 517942108 Meeting Type Annual
Ticker Symbol LHO Meeting Date 20-Apr-2012
ISIN US5179421087 Agenda 933553162 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 JEFFREY T. FOLAND For For
2 DARRYL HARTLEY-LEONARD For For
3 WILLIAM S. MCCALMONT For For
2 TO RATIFY THE APPOINTMENT OF THE Management For For
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS FOR THE YEAR
ENDING DECEMBER 31, 2012.
3 TO APPROVE, BY NON-BINDING VOTE, Management For For
EXECUTIVE COMPENSATION.
HANESBRANDS INC.    
Security 410345102 Meeting Type Annual
Ticker Symbol HBI Meeting Date 24-Apr-2012
ISIN US4103451021 Agenda 933554619 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 LEE A. CHADEN For For
2 BOBBY J. GRIFFIN For For
3 JAMES C. JOHNSON For For
4 JESSICA T. MATHEWS For For
5 J. PATRICK MULCAHY For For
6 RONALD L. NELSON For For
7 RICHARD A. NOLL For For
8 ANDREW J. SCHINDLER For For
9 ANN E. ZIEGLER For For
2 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
HANESBRANDS' INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR HANESBRANDS' 2012 FISCAL YEAR
3 TO APPROVE, BY A NON-BINDING, Management Against Against
ADVISORY VOTE, EXECUTIVE
COMPENSATION AS DESCRIBED IN THE
PROXY STATEMENT FOR THE ANNUAL
MEETING

Page 13 of 38



Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

ASSOCIATED BANC-CORP    
Security 045487105 Meeting Type Annual
Ticker Symbol ASBC Meeting Date 24-Apr-2012
ISIN US0454871056 Agenda 933558718 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 JOHN F. BERGSTROM For For
2 RUTH M. CROWLEY For For
3 PHILIP B. FLYNN For For
4 RONALD R. HARDER For For
5 WILLIAM R. HUTCHINSON For For
6 ROBERT A. JEFFE For For
7 EILEEN A. KAMERICK For For
8 RICHARD T. LOMMEN For For
9 J. DOUGLAS QUICK For For
10 JOHN C. SERAMUR For For
11 KAREN T. VAN LITH For For
12 JOHN (JAY) B. WILLIAMS For For
2 THE AMENDMENT OF THE AMENDED AND Management For For
RESTATED ARTICLES OF INCORPORATION
OF ASSOCIATED BANC-CORP REGARDING
THE RIGHTS AND PREFERENCES OF
PREFERRED STOCK.
3 ADVISORY APPROVAL OF ASSOCIATED Management For For
BANC-CORP'S NAMED EXECUTIVE OFFICER
COMPENSATION.
4 ADVISORY VOTE ON THE FREQUENCY OF Management 1 Year For
ADVISORY APPROVAL OF ASSOCIATED
BANC-CORP'S NAMED EXECUTIVE OFFICER
COMPENSATION.
5 THE RATIFICATION OF THE SELECTION OF Management For For
KPMG LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR ASSOCIATED BANC-CORP FOR THE
YEAR ENDING DECEMBER 31, 2012.

Page 14 of 38



Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

SUNTRUST BANKS, INC.    
Security 867914103 Meeting Type Annual
Ticker Symbol STI Meeting Date 24-Apr-2012
ISIN US8679141031 Agenda 933562236 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: ROBERT M. BEALL, Management For For
II
1B ELECTION OF DIRECTOR: ALSTON D. Management For For
CORRELL
1C ELECTION OF DIRECTOR: JEFFREY C. Management For For
CROWE
1D ELECTION OF DIRECTOR: BLAKE P. Management For For
GARRETT, JR.
1E ELECTION OF DIRECTOR: DAVID H. HUGHES Management For For
1F ELECTION OF DIRECTOR: M. DOUGLAS Management For For
IVESTER
1G ELECTION OF DIRECTOR: KYLE PRECHTL Management For For
LEGG
1H ELECTION OF DIRECTOR: WILLIAM A. Management For For
LINNENBRINGER
1I ELECTION OF DIRECTOR: G. GILMER MINOR, Management For For
III
1J ELECTION OF DIRECTOR: DONNA MOREA Management For For
1K ELECTION OF DIRECTOR: DAVID M. Management For For
RATCLIFFE
1L ELECTION OF DIRECTOR: WILLIAM H. Management For For
ROGERS, JR.
1M ELECTION OF DIRECTOR: THOMAS R. Management For For
WATJEN
1N ELECTION OF DIRECTOR: DR. PHAIL WYNN, Management For For
JR.
2 PROPOSAL TO RATIFY THE APPOINTMENT Management For For
OF ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS FOR 2012.
3 ADVISORY VOTE TO APPROVE EXECUTIVE Management For For
COMPENSATION.
MDU RESOURCES GROUP, INC.    
Security 552690109 Meeting Type Annual
Ticker Symbol MDU Meeting Date 24-Apr-2012
ISIN US5526901096 Agenda 933562589 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: THOMAS EVERIST Management For For
1B ELECTION OF DIRECTOR: KAREN B. FAGG Management For For
1C ELECTION OF DIRECTOR: TERRY D. Management For For
HILDESTAD
1D ELECTION OF DIRECTOR: A. BART HOLADAY Management For For
1E ELECTION OF DIRECTOR: DENNIS W. Management For For
JOHNSON
1F ELECTION OF DIRECTOR: THOMAS C. Management For For
KNUDSON
1G ELECTION OF DIRECTOR: RICHARD H. LEWIS Management For For
1H ELECTION OF DIRECTOR: PATRICIA L. MOSS Management For For
1I ELECTION OF DIRECTOR: HARRY J. PEARCE Management For For
1J ELECTION OF DIRECTOR: JOHN K. WILSON Management For For
2 RATIFICATION OF DELOITTE & TOUCHE LLP Management For For
AS THE COMPANY'S INDEPENDENT
AUDITORS FOR 2012.
3 ADVISORY VOTE TO APPROVE THE Management For For
COMPENSATION OF THE COMPANY'S
NAMED EXECUTIVE OFFICERS.

Page 15 of 38



Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

CELESTICA INC.    
Security 15101Q108 Meeting Type Annual
Ticker Symbol CLS Meeting Date 24-Apr-2012
ISIN CA15101Q1081 Agenda 933569355 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 DAN DIMAGGIO Withheld Against
2 WILLIAM A. ETHERINGTON Withheld Against
3 LAURETTE KOELLNER Withheld Against
4 CRAIG H. MUHLHAUSER Withheld Against
5 JOSEPH M. NATALE Withheld Against
6 EAMON J. RYAN Withheld Against
7 GERALD W. SCHWARTZ Withheld Against
8 MICHAEL WILSON Withheld Against
2 APPOINTMENT OF KPMG LLP AS AUDITOR Management For For
AND AUTHORIZATION OF THE BOARD OF
DIRECTORS OF CELESTICA INC. TO FIX THE
REMUNERATION OF THE AUDITOR.
3 ADVISORY RESOLUTION ON CELESTICA Management For For
INC.'S APPROACH TO EXECUTIVE
COMPENSATION.
NOBLE ENERGY, INC.    
Security 655044105 Meeting Type Annual
Ticker Symbol NBL Meeting Date 24-Apr-2012
ISIN US6550441058 Agenda 933575043 - Management
Item Proposal Type Vote For/Against
          Management
1.1 ELECTION OF DIRECTOR: JEFFREY L. Management For For
BERENSON
1.2 ELECTION OF DIRECTOR: MICHAEL A. Management For For
CAWLEY
1.3 ELECTION OF DIRECTOR: EDWARD F. COX Management For For
1.4 ELECTION OF DIRECTOR: CHARLES D. Management For For
DAVIDSON
1.5 ELECTION OF DIRECTOR: THOMAS J. Management For For
EDELMAN
1.6 ELECTION OF DIRECTOR: ERIC P. GRUBMAN Management For For
1.7 ELECTION OF DIRECTOR: KIRBY L. HEDRICK Management For For
1.8 ELECTION OF DIRECTOR: SCOTT D. URBAN Management For For
1.9 ELECTION OF DIRECTOR: WILLIAM T. VAN Management For For
KLEEF
2 TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For
AS THE COMPANY'S INDEPENDENT
AUDITOR.
3 TO APPROVE IN A NON-BINDING ADVISORY Management Against Against
VOTE, THE COMPENSATION OF THE
COMPANY'S NAMED EXECUTIVE OFFICERS.
4 TO APPROVE AN AMENDMENT TO THE Management For For
COMPANY'S CERTIFICATE OF
INCORPORATION TO (I) INCREASE THE
NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK FROM 250 MILLION
SHARES TO 500 MILLION SHARES AND (II)
REDUCE THE PAR VALUE OF THE
COMPANY'S COMMON STOCK FROM $3.33
1/3 PER SHARE TO $0.01 PER SHARE.
W.W. GRAINGER, INC.    
Security 384802104 Meeting Type Annual
Ticker Symbol GWW Meeting Date 25-Apr-2012
ISIN US3848021040 Agenda 933564800 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 BRIAN P. ANDERSON For For
2 WILBUR H. GANTZ For For
3 V. ANN HAILEY For For
4 WILLIAM K. HALL For For
5 STUART L. LEVENICK For For
6 JOHN W. MCCARTER, JR. For For
7 NEIL S. NOVICH For For
8 MICHAEL J. ROBERTS For For
9 GARY L. ROGERS For For
10 JAMES T. RYAN For For
11 E. SCOTT SANTI For For
12 JAMES D. SLAVIK For For
2 PROPOSAL TO RATIFY THE APPOINTMENT Management For For
OF ERNST & YOUNG LLP AS INDEPENDENT
AUDITOR FOR THE YEAR ENDING
DECEMBER 31, 2012.
3 SAY ON PAY: ADVISORY PROPOSAL TO Management For For
APPROVE COMPENSATION OF THE
COMPANY'S NAMED EXECUTIVE OFFICERS.

Page 16 of 38



Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

DIAMONDROCK HOSPITALITY CO    
Security 252784301 Meeting Type Annual
Ticker Symbol DRH Meeting Date 25-Apr-2012
ISIN US2527843013 Agenda 933566993 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 WILLIAM W. MCCARTEN For For
2 DANIEL J. ALTOBELLO For For
3 W. ROBERT GRAFTON For For
4 MAUREEN L. MCAVEY For For
5 GILBERT T. RAY For For
6 JOHN L. WILLIAMS For For
7 MARK W. BRUGGER For For
2 TO APPROVE, ON A NON-BINDING, Management For For
ADVISORY BASIS, THE COMPENSATION OF
THE NAMED EXECUTIVE OFFICERS, AS
DISCLOSED IN THE PROXY STATEMENT.
3 TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For
AS THE INDEPENDENT AUDITORS FOR
DIAMONDROCK HOSPITALITY COMPANY
FOR THE FISCAL YEAR ENDING DECEMBER
31, 2012.
ENCANA CORPORATION    
Security 292505104 Meeting Type Annual
Ticker Symbol ECA Meeting Date 25-Apr-2012
ISIN CA2925051047 Agenda 933575435 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 PETER A. DEA For For
2 RANDALL K. ERESMAN For For
3 CLAIRE S. FARLEY For For
4 FRED J. FOWLER For For
5 SUZANNE P. NIMOCKS For For
6 DAVID P. O'BRIEN For For
7 JANE L. PEVERETT For For
8 ALLAN P. SAWIN For For
9 BRUCE G. WATERMAN For For
10 CLAYTON H. WOITAS For For
2 APPOINTMENT OF AUDITOR - Management For For
PRICEWATERHOUSECOOPERS LLP AT A
REMUNERATION TO BE FIXED BY THE
BOARD OF DIRECTORS.
3 ADVISORY VOTE APPROVING THE Management For For
CORPORATION'S APPROACH TO EXECUTIVE
COMPENSATION.

Page 17 of 38



Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

CINCINNATI FINANCIAL CORPORATION    
Security 172062101 Meeting Type Annual
Ticker Symbol CINF Meeting Date 28-Apr-2012
ISIN US1720621010 Agenda 933564937 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 WILLIAM F. BAHL For For
2 STEVEN J. JOHNSTON For For
3 KENNETH C. LICHTENDAHL For For
4 W. RODNEY MCMULLEN For For
5 GRETCHEN W. PRICE For For
6 JOHN J. SCHIFF, JR. For For
7 THOMAS R. SCHIFF For For
8 KENNETH W. STECHER For For
9 JOHN F. STEELE, JR. For For
10 E. ANTHONY WOODS For For
2 RATIFYING THE SELECTION OF DELOITTE & Management For For
TOUCHE LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2012.
3 VOTING ON A NONBINDING PROPOSAL TO Management For For
APPROVE COMPENSATION FOR THE
COMPANY'S NAMED EXECUTIVE OFFICERS.
4 ADOPTING THE CINCINNATI FINANCIAL Management For For
CORPORATION 2012 STOCK
COMPENSATION PLAN.
REGAL BELOIT CORPORATION    
Security 758750103 Meeting Type Annual
Ticker Symbol RBC Meeting Date 30-Apr-2012
ISIN US7587501039 Agenda 933582442 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: STEPHEN M. BURT Management For For
1B ELECTION OF DIRECTOR: DEAN A. FOATE Management For For
1C ELECTION OF DIRECTOR: HENRY W. Management For For
KNUEPPEL
2 ADVISORY VOTE ON THE COMPENSATION Management For For
OF THE COMPANY'S NAMED EXECUTIVE
OFFICERS.
3 TO RATIFY THE SELECTION OF DELOITTE & Management For For
TOUCHE LLP AS THE INDEPENDENT
AUDITORS FOR THE COMPANY FOR THE
YEAR ENDING DECEMBER 29, 2012.
INTERNATIONAL FLAVORS & FRAGRANCES INC.    
Security 459506101 Meeting Type Annual
Ticker Symbol IFF Meeting Date 01-May-2012
ISIN US4595061015 Agenda 933566070 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: MARCELLO Management Against Against
BOTTOLI
1B ELECTION OF DIRECTOR: LINDA B. BUCK Management Against Against
1C ELECTION OF DIRECTOR: J. MICHAEL COOK Management Against Against
1D ELECTION OF DIRECTOR: ROGER W. Management Against Against
FERGUSON, JR.
1E ELECTION OF DIRECTOR: ANDREAS FIBIG Management Against Against
1F ELECTION OF DIRECTOR: ALEXANDRA A. Management Against Against
HERZAN
1G ELECTION OF DIRECTOR: HENRY W. Management Against Against
HOWELL, JR.
1H ELECTION OF DIRECTOR: KATHERINE M. Management Against Against
HUDSON
1I ELECTION OF DIRECTOR: ARTHUR C. Management Against Against
MARTINEZ
1J ELECTION OF DIRECTOR: DALE F. Management Against Against
MORRISON
1K ELECTION OF DIRECTOR: DOUGLAS D. Management Against Against
TOUGH
2 TO RATIFY SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2012.
3 ADVISORY VOTE TO APPROVE THE Management For For
COMPENSATION PAID TO THE COMPANY'S
NAMED EXECUTIVE OFFICERS IN 2011.

Page 18 of 38



Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

CONSOL ENERGY INC.    
Security 20854P109 Meeting Type Annual
Ticker Symbol CNX Meeting Date 01-May-2012
ISIN US20854P1093 Agenda 933579356 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 J. BRETT HARVEY For For
2 PHILIP W. BAXTER For For
3 JAMES E. ALTMEYER, SR. For For
4 WILLIAM E. DAVIS For For
5 RAJ K. GUPTA For For
6 PATRICIA A. HAMMICK For For
7 DAVID C. HARDESTY, JR. For For
8 JOHN T. MILLS For For
9 WILLIAM P. POWELL For For
10 JOSEPH T. WILLIAMS For For
2 APPROVAL OF THE AMENDED AND Management Against Against
RESTATED CONSOL ENERGY INC. EQUITY
INCENTIVE PLAN.
3 RATIFICATION OF ANTICIPATED SELECTION Management For For
OF INDEPENDENT AUDITOR: ERNST &
YOUNG LLP.
4 ADVISORY VOTE TO APPROVE NAMED Management Against Against
EXECUTIVE OFFICER COMPENSATION.
MSCI INC.    
Security 55354G100 Meeting Type Annual
Ticker Symbol MSCI Meeting Date 02-May-2012
ISIN US55354G1004 Agenda 933565686 - Management
Item Proposal Type Vote For/Against
          Management
1.1 ELECTION OF DIRECTOR: BENJAMIN F. Management For For
DUPONT
1.2 ELECTION OF DIRECTOR: HENRY A. Management For For
FERNANDEZ
1.3 ELECTION OF DIRECTOR: ALICE W. HANDY Management For For
1.4 ELECTION OF DIRECTOR: CATHERINE R. Management For For
KINNEY
1.5 ELECTION OF DIRECTOR: LINDA H. RIEFLER Management For For
1.6 ELECTION OF DIRECTOR: GEORGE W. Management For For
SIGULER
1.7 ELECTION OF DIRECTOR: PATRICK TIERNEY Management For For
1.8 ELECTION OF DIRECTOR: RODOLPHE M. Management For For
VALLEE
2 TO APPROVE, BY NON-BINDING VOTE, OUR Management For For
EXECUTIVE COMPENSATION, AS
DESCRIBED IN THESE PROXY MATERIALS.
3 TO RATIFY THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS INDEPENDENT AUDITOR.
4 TO AMEND OUR AMENDED AND RESTATED Management For For
CERTIFICATE OF INCORPORATION TO
ELIMINATE THE AUTHORIZED SHARES OF
CLASS B COMMON STOCK, INCREASE THE
TOTAL NUMBER OF AUTHORIZED SHARES
OF CLASS A COMMON STOCK, REFER TO
THE CLASS A COMMON STOCK AS
"COMMON STOCK" AND MAKE CERTAIN
OTHER CONFORMING CHANGES.

Page 19 of 38



Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

BRUNSWICK CORPORATION    
Security 117043109 Meeting Type Annual
Ticker Symbol BC Meeting Date 02-May-2012
ISIN US1170431092 Agenda 933568973 - Management
Item Proposal Type Vote For/Against
          Management
1.1 ELECTION OF DIRECTOR: ANNE E. BELEC Management For For
1.2 ELECTION OF DIRECTOR: MANUEL A. Management For For
FERNANDEZ
1.3 ELECTION OF DIRECTOR: J. STEVEN Management For For
WHISLER
2 ADVISORY VOTE TO APPROVE THE Management For For
COMPENSATION OF THE COMPANY'S
NAMED EXECUTIVE OFFICERS.
3 THE RATIFICATION OF THE APPOINTMENT Management For For
OF ERNST & YOUNG LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2012.
ST. JUDE MEDICAL, INC.    
Security 790849103 Meeting Type Annual
Ticker Symbol STJ Meeting Date 03-May-2012
ISIN US7908491035 Agenda 933566854 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: JOHN W. BROWN Management For For
1B ELECTION OF DIRECTOR: DANIEL J. STARKS Management For For
2 TO APPROVE AMENDMENTS TO THE 2007 Management For For
EMPLOYEE STOCK PURCHASE PLAN.
3 TO APPROVE AMENDMENTS TO OUR Management For For
ARTICLES OF INCORPORATION AND
BYLAWS TO DECLASSIFY OUR BOARD OF
DIRECTORS.
4 ADVISORY VOTE TO APPROVE Management For For
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
5 TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2012.
ECOLAB INC.    
Security 278865100 Meeting Type Annual
Ticker Symbol ECL Meeting Date 03-May-2012
ISIN US2788651006 Agenda 933568810 - Management
Item Proposal Type Vote For/Against
          Management
1.1 ELECTION OF DIRECTOR: LESLIE S. BILLER Management Against Against
1.2 ELECTION OF DIRECTOR: JERRY A. Management Against Against
GRUNDHOFER
1.3 ELECTION OF DIRECTOR: MICHAEL LARSON Management Against Against
1.4 ELECTION OF DIRECTOR: VICTORIA J. REICH Management Against Against
1.5 ELECTION OF DIRECTOR: JOHN J. ZILLMER Management Against Against
2 RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
3 APPROVE AMENDMENTS TO THE ECOLAB Management For For
INC. RESTATED CERTIFICATE OF
INCORPORATION TO ELIMINATE SUPER-
MAJORITY VOTING.
4 ADVISORY VOTE TO APPROVE THE Management For For
COMPENSATION OF EXECUTIVES
DISCLOSED IN THE PROXY STATEMENT.
5 STOCKHOLDER PROPOSAL REQUESTING Shareholder For Against
THE BOARD OF DIRECTORS TO PROVIDE AN
ANNUAL ADVISORY VOTE ON
ELECTIONEERING, POLITICAL
CONTRIBUTIONS AND COMMUNICATION
EXPENDITURES.
6 STOCKHOLDER PROPOSAL REQUESTING Shareholder Against For
THE BOARD OF DIRECTORS TO ADOPT A
RULE TO REDEEM ANY CURRENT OR
FUTURE STOCKHOLDER RIGHTS PLAN
UNLESS SUCH PLAN IS SUBMITTED TO A
STOCKHOLDER VOTE WITHIN 12 MONTHS.

Page 20 of 38



Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

SPX CORPORATION    
Security 784635104 Meeting Type Annual
Ticker Symbol SPW Meeting Date 03-May-2012
ISIN US7846351044 Agenda 933570586 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: CHRISTOPHER J. Management For For
KEARNEY
1B ELECTION OF DIRECTOR: MARTHA B. Management For For
WYRSCH
1C ELECTION OF DIRECTOR: PETER Management For For
VOLANAKIS
2 TO APPROVE THE AMENDMENT AND Management For For
RESTATEMENT OF THE SPX 2002 STOCK
COMPENSATION PLAN.
3 TO APPROVE, BY NON-BINDING VOTE, SPX'S Management For For
EXECUTIVE COMPENSATION PRACTICES.
4 TO RATIFY THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS OUR INDEPENDENT
PUBLIC ACCOUNTANTS FOR 2012.
SCANA CORPORATION    
Security 80589M102 Meeting Type Annual
Ticker Symbol SCG Meeting Date 03-May-2012
ISIN US80589M1027 Agenda 933578544 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 JAMES A. BENNETT For For
2 LYNNE M. MILLER For For
3 JAMES W. ROQUEMORE For For
4 MACEO K. SLOAN For For
2 APPROVAL OF THE APPOINTMENT OF THE Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
3 SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
REPEAL OF THE CLASSIFICATION OF THE
BOARD OF DIRECTORS.
LINCARE HOLDINGS INC.    
Security 532791100 Meeting Type Annual
Ticker Symbol LNCR Meeting Date 07-May-2012
ISIN US5327911005 Agenda 933566397 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 J.P. BYRNES For For
2 S.H. ALTMAN, PH.D. For For
3 C.B. BLACK For For
4 A.P. BRYANT For For
5 F.D. BYRNE, M.D. For For
6 W.F. MILLER, III For For
7 E.M. ZANE For For
2 RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER
31, 2012.
3 APPROVE AN ADVISORY RESOLUTION Management For For
REGARDING EXECUTIVE COMPENSATION.

Page 21 of 38



Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

LKQ CORPORATION    
Security 501889208 Meeting Type Annual
Ticker Symbol LKQX Meeting Date 07-May-2012
ISIN US5018892084 Agenda 933566436 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 A. CLINTON ALLEN For For
2 KEVIN F. FLYNN For For
3 RONALD G. FOSTER For For
4 JOSEPH M. HOLSTEN For For
5 BLYTHE J. MCGARVIE For For
6 PAUL M. MEISTER For For
7 JOHN F. O'BRIEN For For
8 ROBERT L. WAGMAN For For
9 WILLIAM M. WEBSTER, IV For For
2 RATIFICATION OF THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS THE
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF LKQ CORPORATION
FOR THE FISCAL YEAR ENDING DECEMBER
31, 2012.
3 APPROVAL OF AN AMENDMENT TO THE LKQ Management For For
CORPORATION 1998 EQUITY INCENTIVE
PLAN TO EXPLICITLY ALLOW PARTICIPATION
BY NON-EMPLOYEE DIRECTORS AND TO
INCREASE THE NUMBER OF SHARES OF
LKQ COMMON STOCK AVAILABLE FOR
ISSUANCE UNDER THE PLAN BY 544,417, AS
DESCRIBED IN THE PROXY STATEMENT FOR
THE ANNUAL MEETING.
4 APPROVAL OF AN AMENDMENT TO THE LKQ Management For For
CORPORATION LONG TERM INCENTIVE
PLAN TO ALLOW ADJUSTMENTS TO THE
TARGET GOALS THEREUNDER DUE TO
UNUSUAL, ATYPICAL OR NON-RECURRING
ITEMS, AS DESCRIBED IN THE PROXY
STATEMENT FOR THE ANNUAL MEETING.
5 APPROVAL, ON AN ADVISORY BASIS, OF Management For For
THE COMPENSATION OF THE NAMED
EXECUTIVE OFFICERS OF LKQ
CORPORATION.
ZIMMER HOLDINGS, INC.    
Security 98956P102 Meeting Type Annual
Ticker Symbol ZMH Meeting Date 08-May-2012
ISIN US98956P1021 Agenda 933567147 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: BETSY J. Management For For
BERNARD
1B ELECTION OF DIRECTOR: MARC N. CASPER Management For For
1C ELECTION OF DIRECTOR: DAVID C. DVORAK Management For For
1D ELECTION OF DIRECTOR: LARRY C. Management For For
GLASSCOCK
1E ELECTION OF DIRECTOR: ROBERT A. Management For For
HAGEMANN
1F ELECTION OF DIRECTOR: ARTHUR J. Management For For
HIGGINS
1G ELECTION OF DIRECTOR: JOHN L. Management For For
MCGOLDRICK
1H ELECTION OF DIRECTOR: CECIL B. PICKETT, Management For For
PH.D.
2 ADVISORY VOTE TO APPROVE NAMED Management Against Against
EXECUTIVE OFFICER COMPENSATION
3 RATIFICATION OF APPOINTMENT OF Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2012

Page 22 of 38



Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

FOREST OIL CORPORATION    
Security 346091705 Meeting Type Annual
Ticker Symbol FST Meeting Date 08-May-2012
ISIN US3460917053 Agenda 933573429 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 DOD A. FRASER For For
2 JAMES D. LIGHTNER For For
3 PATRICK R. MCDONALD For For
2 APPROVAL, ON AN ADVISORY BASIS, OF Management For For
THE COMPENSATION OF FOREST'S NAMED
EXECUTIVE OFFICERS.
3 RE-APPROVAL OF PERFORMANCE Management For For
MEASURES UNDER THE FOREST OIL
CORPORATION 2007 STOCK INCENTIVE
PLAN.
4 RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS FOREST'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE YEAR ENDING DECEMBER 31, 2012.
SWIFT ENERGY COMPANY    
Security 870738101 Meeting Type Annual
Ticker Symbol SFY Meeting Date 08-May-2012
ISIN US8707381013 Agenda 933574801 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 CLYDE W. SMITH, JR. For For
2 TERRY E. SWIFT For For
3 CHARLES J. SWINDELLS For For
2 TO INCREASE THE NUMBER OF SHARES OF Management For For
COMMON STOCK THAT MAY BE ISSUED
UNDER THE FIRST AMENDED AND
RESTATED SWIFT ENERGY COMPANY 2005
STOCK COMPENSATION PLAN.
3 TO AMEND THE SWIFT ENERGY COMPANY Management For For
EMPLOYEE STOCK PURCHASE PLAN TO
INCREASE THE NUMBER OF SHARES OF
THE COMPANY'S COMMON STOCK
AVAILABLE FOR ISSUANCE UNDER THE
PLAN BY UP TO 500,000 ADDITIONAL
SHARES.
4 TO RATIFY THE SELECTION OF ERNST & Management For For
YOUNG LLP AS SWIFT ENERGY'S
INDEPENDENT AUDITOR FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2012.
5 TO CONDUCT A NON-BINDING ADVISORY Management For For
VOTE ON THE COMPENSATION OF SWIFT
ENERGY'S NAMED EXECUTIVE OFFICERS AS
PRESENTED IN THE PROXY STATEMENT.

Page 23 of 38



Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

MASCO CORPORATION    
Security 574599106 Meeting Type Annual
Ticker Symbol MAS Meeting Date 08-May-2012
ISIN US5745991068 Agenda 933597518 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: RICHARD A. Management For For
MANOOGIAN
1B ELECTION OF DIRECTOR: JOHN C. PLANT Management For For
1C ELECTION OF DIRECTOR: MARY ANN VAN Management For For
LOKEREN
2 TO APPROVE, BY NON-BINDING ADVISORY Management For For
VOTE, THE COMPENSATION PAID TO THE
COMPANY'S NAMED EXECUTIVE OFFICERS,
AS DISCLOSED PURSUANT TO THE
COMPENSATION DISCLOSURE RULES OF
THE SEC, INCLUDING THE COMPENSATION
DISCUSSION AND ANALYSIS, THE
COMPENSATION TABLES AND THE RELATED
MATERIALS DISCLOSED IN THE PROXY
STATEMENT.
3 TO RATIFY THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT AUDITORS FOR THE
COMPANY FOR 2012.
4 TO RECOMMEND, BY NON-BINDING VOTE, A Shareholder For Against
STOCKHOLDER PROPOSAL TO DECLASSIFY
THE BOARD OF DIRECTORS.
5 TO RECOMMEND, BY NON-BINDING VOTE, A Shareholder Against For
STOCKHOLDER PROPOSAL TO ADOPT A
POLICY REQUIRING SENIOR EXECUTIVES
TO RETAIN 75% OR MORE OF THEIR EQUITY
AWARDS UNTIL REACHING NORMAL
RETIREMENT AGE.
WATERS CORPORATION    
Security 941848103 Meeting Type Annual
Ticker Symbol WAT Meeting Date 09-May-2012
ISIN US9418481035 Agenda 933568632 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 JOSHUA BEKENSTEIN For For
2 M.J. BERENDT, PH.D. For For
3 DOUGLAS A. BERTHIAUME For For
4 EDWARD CONARD For For
5 L.H. GLIMCHER, M.D. For For
6 CHRISTOPHER A. KUEBLER For For
7 WILLIAM J. MILLER For For
8 JOANN A. REED For For
9 THOMAS P. SALICE For For
2 TO RATIFY THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2012.
3 TO APPROVE, BY NON-BINDING VOTE, Management For For
EXECUTIVE COMPENSATION.
4 TO APPROVE THE 2012 EQUITY INCENTIVE Management For For
PLAN.

Page 24 of 38



Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

MAXWELL TECHNOLOGIES, INC.    
Security 577767106 Meeting Type Annual
Ticker Symbol MXWL Meeting Date 09-May-2012
ISIN US5777671067 Agenda 933571095 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 JOSE L. CORTES For For
2 ROGER HOWSMON For For
2 RATIFICATION OF THE APPOINTMENT OF Management For For
MCGLADREY & PULLEN, LLP AS OUR
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2012.
3 TO APPROVE, ON AN ADVISORY BASIS, OUR Management For For
NAMED EXECUTIVE OFFICER
COMPENSATION.
USG CORPORATION    
Security 903293405 Meeting Type Annual
Ticker Symbol USG Meeting Date 09-May-2012
ISIN US9032934054 Agenda 933571728 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 JOSE ARMARIO For For
2 W. DOUGLAS FORD For For
3 WILLIAM H. HERNANDEZ For For
2 RATIFICATION OF THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS FOR
THE YEAR ENDING DECEMBER 31, 2012.
NORDSTROM, INC.    
Security 655664100 Meeting Type Annual
Ticker Symbol JWN Meeting Date 09-May-2012
ISIN US6556641008 Agenda 933572934 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: PHYLLIS J. Management For For
CAMPBELL
1B ELECTION OF DIRECTOR: MICHELLE M. Management For For
EBANKS
1C ELECTION OF DIRECTOR: ENRIQUE Management For For
HERNANDEZ, JR.
1D ELECTION OF DIRECTOR: ROBERT G. Management For For
MILLER
1E ELECTION OF DIRECTOR: BLAKE W. Management For For
NORDSTROM
1F ELECTION OF DIRECTOR: ERIK B. Management For For
NORDSTROM
1G ELECTION OF DIRECTOR: PETER E. Management For For
NORDSTROM
1H ELECTION OF DIRECTOR: PHILIP G. SATRE Management For For
1I ELECTION OF DIRECTOR: B. KEVIN TURNER Management For For
1J ELECTION OF DIRECTOR: ROBERT D. Management For For
WALTER
1K ELECTION OF DIRECTOR: ALISON A. WINTER Management For For
2 APPROVAL OF THE AMENDED AND Management For For
RESTATED NORDSTROM, INC. EXECUTIVE
MANAGEMENT BONUS PLAN.
3 RATIFICATION OF THE APPOINTMENT OF Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
4 ADVISORY VOTE TO APPROVE EXECUTIVE Management For For
COMPENSATION.

Page 25 of 38



Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

MURPHY OIL CORPORATION    
Security 626717102 Meeting Type Annual
Ticker Symbol MUR Meeting Date 09-May-2012
ISIN US6267171022 Agenda 933578948 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: F.W. BLUE Management For For
1B ELECTION OF DIRECTOR: S.A. COSSE Management For For
1C ELECTION OF DIRECTOR: C.P. DEMING Management For For
1D ELECTION OF DIRECTOR: R.A. HERMES Management For For
1E ELECTION OF DIRECTOR: J.V. KELLEY Management For For
1F ELECTION OF DIRECTOR: W. MIROSH Management For For
1G ELECTION OF DIRECTOR: R.M. MURPHY Management For For
1H ELECTION OF DIRECTOR: N.E. SCHMALE Management For For
1I ELECTION OF DIRECTOR: D.J.H. SMITH Management For For
1J ELECTION OF DIRECTOR: C.G. THEUS Management For For
1K ELECTION OF DIRECTOR: D.M. WOOD Management For For
2 ADVISORY VOTE TO APPROVE EXECUTIVE Management Against Against
COMPENSATION.
3 APPROVE THE PROPOSED 2012 LONG-TERM Management For For
INCENTIVE PLAN.
4 APPROVE THE PROPOSED 2012 ANNUAL Management Against Against
INCENTIVE PLAN.
5 APPROVE THE APPOINTMENT OF KPMG LLP Management For For
AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
KOHL'S CORPORATION    
Security 500255104 Meeting Type Annual
Ticker Symbol KSS Meeting Date 10-May-2012
ISIN US5002551043 Agenda 933565763 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: PETER Management For For
BONEPARTH
1B ELECTION OF DIRECTOR: STEVEN A. BURD Management For For
1C ELECTION OF DIRECTOR: JOHN F. HERMA Management For For
1D ELECTION OF DIRECTOR: DALE E. JONES Management For For
1E ELECTION OF DIRECTOR: WILLIAM S. Management For For
KELLOGG
1F ELECTION OF DIRECTOR: KEVIN MANSELL Management For For
1G ELECTION OF DIRECTOR: JOHN E. Management For For
SCHLIFSKE
1H ELECTION OF DIRECTOR: FRANK V. SICA Management For For
1I ELECTION OF DIRECTOR: PETER M. Management For For
SOMMERHAUSER
1J ELECTION OF DIRECTOR: STEPHANIE A. Management For For
STREETER
1K ELECTION OF DIRECTOR: NINA G. VACA Management For For
1L ELECTION OF DIRECTOR: STEPHEN E. Management For For
WATSON
2 RATIFY APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
3 ADVISORY VOTE ON APPROVAL OF NAMED Management Against Against
EXECUTIVE OFFICER COMPENSATION.
4 SHAREHOLDER PROPOSAL: ANIMAL FUR Shareholder Against For
POLICY.
5 SHAREHOLDER PROPOSAL: SUCCESSION Shareholder Against For
PLANNING AND REPORTING.
6 SHAREHOLDER PROPOSAL: EXECUTIVES TO Shareholder Against For
RETAIN SIGNIFICANT STOCK.

Page 26 of 38



Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

BILL BARRETT CORPORATION    
Security 06846N104 Meeting Type Annual
Ticker Symbol BBG Meeting Date 10-May-2012
ISIN US06846N1046 Agenda 933593267 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 WILLIAM F. OWENS# For For
2 RANDY I. STEIN# For For
3 KEVIN O. MEYERS$ For For
2 PROPOSAL TO APPROVE AN ADVISORY Management For For
(NON-BINDING) RESOLUTION REGARDING
THE COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
3 PROPOSAL TO AMEND AND RESTATE OUR Management For For
CERTIFICATE OF INCORPORATION TO
PROVIDE FOR THE ANNUAL ELECTION OF
ALL DIRECTORS.
4 PROPOSAL TO AMEND AND RESTATE OUR Management For For
CERTIFICATE OF INCORPORATION TO
ELIMINATE SUPERMAJORITY VOTING
REQUIREMENTS.
5 PROPOSAL TO APPROVE OUR 2012 EQUITY Management For For
INCENTIVE PLAN.
6 PROPOSAL TO RATIFY THE APPOINTMENT Management For For
OF DELOITTE & TOUCHE LLP AS OUR
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING
DECEMBER 31, 2012.
HOST HOTELS & RESORTS, INC.    
Security 44107P104 Meeting Type Annual
Ticker Symbol HST Meeting Date 10-May-2012
ISIN US44107P1049 Agenda 933595261 - Management
Item Proposal Type Vote For/Against
          Management
1.1 ELECTION OF DIRECTOR: ROBERT M. Management For For
BAYLIS
1.2 ELECTION OF DIRECTOR: TERENCE C. Management For For
GOLDEN
1.3 ELECTION OF DIRECTOR: ANN M. Management For For
KOROLOGOS
1.4 ELECTION OF DIRECTOR: RICHARD E. Management For For
MARRIOTT
1.5 ELECTION OF DIRECTOR: JOHN B. MORSE, Management For For
JR.
1.6 ELECTION OF DIRECTOR: WALTER C. Management For For
RAKOWICH
1.7 ELECTION OF DIRECTOR: GORDON H. SMITH Management For For
1.8 ELECTION OF DIRECTOR: W. EDWARD Management For For
WALTER
2 RATIFY APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS FOR 2012.
3 ADVISORY RESOLUTION TO APPROVE Management For For
EXECUTIVE COMPENSATION.
BROADCOM CORPORATION    
Security 111320107 Meeting Type Annual
Ticker Symbol BRCM Meeting Date 15-May-2012
ISIN US1113201073 Agenda 933583975 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 ROBERT J. FINOCCHIO, JR For For
2 NANCY H. HANDEL For For
3 EDDY W. HARTENSTEIN For For
4 MARIA M. KLAWE, PH.D. For For
5 JOHN E. MAJOR For For
6 SCOTT A. MCGREGOR For For
7 WILLIAM T. MORROW For For
8 HENRY SAMUELI, PH.D. For For
9 ROBERT E. SWITZ For For
2 TO APPROVE AN AMENDMENT AND Management Against Against
RESTATEMENT OF THE BROADCOM
CORPORATION 1998 EMPLOYEE STOCK
PURCHASE PLAN, AS PREVIOUSLY
AMENDED AND RESTATED, THAT WOULD
EXTEND THE TERM OF THE PLAN THROUGH
MAY 15, 2022, AND EFFECT VARIOUS
TECHNICAL REVISIONS AND
IMPROVEMENTS.
3 TO APPROVE THE ADOPTION OF THE Management Against Against
BROADCOM CORPORATION 2012 STOCK
INCENTIVE PLAN.
4 TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For
AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE YEAR ENDING DECEMBER 31, 2012.

Page 27 of 38



Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

HENRY SCHEIN, INC.    
Security 806407102 Meeting Type Annual
Ticker Symbol HSIC Meeting Date 15-May-2012
ISIN US8064071025 Agenda 933584888 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 STANLEY M BERGMAN For For
2 GERALD A BENJAMIN For For
3 JAMES P BRESLAWSKI For For
4 MARK E MLOTEK For For
5 STEVEN PALADINO For For
6 BARRY J ALPERIN For For
7 PAUL BRONS For For
8 DONALD J KABAT For For
9 PHILIP A LASKAWY For For
10 KARYN MASHIMA For For
11 NORMAN S MATTHEWS For For
12 BRADLEY T SHEARES, PHD For For
13 LOUIS W SULLIVAN, MD For For
2 PROPOSAL TO AMEND THE COMPANY'S Management For For
AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION.
3 PROPOSAL TO APPROVE, BY NON-BINDING Management For For
VOTE, THE 2011 COMPENSATION PAID TO
THE COMPANY'S NAMED EXECUTIVE
OFFICERS.
4 PROPOSAL TO RATIFY THE SELECTION OF Management For For
BDO USA, LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 29, 2012.
DENBURY RESOURCES INC.    
Security 247916208 Meeting Type Annual
Ticker Symbol DNR Meeting Date 15-May-2012
ISIN US2479162081 Agenda 933599017 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 WIELAND F. WETTSTEIN For For
2 MICHAEL L. BEATTY For For
3 MICHAEL B. DECKER For For
4 RONALD G. GREENE For For
5 GREGORY L. MCMICHAEL For For
6 KEVIN O. MEYERS For For
7 GARETH ROBERTS For For
8 PHIL RYKHOEK For For
9 RANDY STEIN For For
10 LAURA A. SUGG For For
2 ADVISORY PROPOSAL TO APPROVE THE Management For For
COMPANY'S 2011 NAMED EXECUTIVE
OFFICER COMPENSATION.
3 PROPOSAL TO AMEND OUR RESTATED Management For For
CERTIFICATE OF INCORPORATION.
4 PROPOSAL TO AMEND THE LIMITED Management For For
LIABILITY COMPANY AGREEMENT OF OUR
SUBSIDIARY, DENBURY ONSHORE, LLC.
5 PROPOSAL TO RATIFY THE AUDIT Management For For
COMMITTEE'S SELECTION OF
PRICEWATERHOUSECOOPERS LLP AS
DENBURY'S INDEPENDENT AUDITOR FOR
2012.

Page 28 of 38



Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

LONE PINE RESOURCES INC.    
Security 54222A106 Meeting Type Annual
Ticker Symbol LPR Meeting Date 16-May-2012
ISIN US54222A1060 Agenda 933596225 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 DALE J. HOHM For For
2 LOYOLA G. KEOUGH For For
3 DONALD MCKENZIE For For
2 APPROVAL OF THE LONE PINE RESOURCES Management For For
INC. 2012 EMPLOYEE STOCK PURCHASE
PLAN.
3 ADVISORY VOTE TO APPROVE NAMED Management For For
EXECUTIVE OFFICER COMPENSATION.
4 ADVISORY VOTE ON THE FREQUENCY OF Management 1 Year Against
EXECUTIVE COMPENSATION ADVISORY
VOTES.
5 RATIFICATION OF THE APPOINTMENT BY Management For For
THE AUDIT AND RESERVES COMMITTEE OF
ERNST & YOUNG LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM OF
LONE PINE RESOURCES INC. FOR THE YEAR
ENDING DECEMBER 31, 2012.
QUICKSILVER RESOURCES INC.    
Security 74837R104 Meeting Type Annual
Ticker Symbol KWK Meeting Date 16-May-2012
ISIN US74837R1041 Agenda 933616685 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 GLENN DARDEN For For
2 W. YANDELL ROGERS, III For For
2 ADVISORY VOTE TO APPROVE EXECUTIVE Management Against Against
COMPENSATION

Page 29 of 38



Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

REGIONS FINANCIAL CORPORATION    
Security 7591EP100 Meeting Type Annual
Ticker Symbol RF Meeting Date 17-May-2012
ISIN US7591EP1005 Agenda 933582505 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: SAMUEL W. Management Against Against
BARTHOLOMEW, JR.
1B ELECTION OF DIRECTOR: GEORGE W. Management Against Against
BRYAN
1C ELECTION OF DIRECTOR: CAROLYN H. BYRD Management Against Against
1D ELECTION OF DIRECTOR: DAVID J. COOPER, Management Against Against
SR.
1E ELECTION OF DIRECTOR: EARNEST W. Management Against Against
DEAVENPORT, JR.
1F ELECTION OF DIRECTOR: DON DEFOSSET Management Against Against
1G ELECTION OF DIRECTOR: ERIC C. FAST Management Against Against
1H ELECTION OF DIRECTOR: O.B. GRAYSON Management Against Against
HALL, JR.
1I ELECTION OF DIRECTOR: JOHN D. JOHNS Management Against Against
1J ELECTION OF DIRECTOR: CHARLES D. Management Against Against
MCCRARY
1K ELECTION OF DIRECTOR: JAMES R. MALONE Management Against Against
1L ELECTION OF DIRECTOR: RUTH ANN Management Against Against
MARSHALL
1M ELECTION OF DIRECTOR: SUSAN W. Management Against Against
MATLOCK
1N ELECTION OF DIRECTOR: JOHN E. MAUPIN, Management Against Against
JR.
1O ELECTION OF DIRECTOR: JOHN R. ROBERTS Management Against Against
1P ELECTION OF DIRECTOR: LEE J. Management Against Against
STYSLINGER III
2 NONBINDING STOCKHOLDER APPROVAL OF Management For For
EXECUTIVE COMPENSATION.
3 TO RECOMMEND, BY NON-BINDING VOTE, Management 1 Year For
THE FREQUENCY OF EXECUTIVE
COMPENSATION VOTES.
4 RATIFICATION OF SELECTION OF Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
5 STOCKHOLDER PROPOSAL REGARDING Shareholder For Against
POSTING A REPORT, UPDATED SEMI-
ANNUALLY, OF POLITICAL CONTRIBUTIONS.
JARDEN CORPORATION    
Security 471109108 Meeting Type Annual
Ticker Symbol JAH Meeting Date 17-May-2012
ISIN US4711091086 Agenda 933583343 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 MARTIN E. FRANKLIN For For
2 JAMES E. LILLIE For For
3 MICHAEL S. GROSS For For
2 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
JARDEN CORPORATION'S INDEPENDENT
REGISTERD PUBLIC ACCOUNTING FIRM FOR
THE YEAR ENDING DECEMBER 31, 2012.
3 ADVISORY APPROVAL OF JARDEN Management For For
CORPORATION'S EXECUTIVE
COMPENSATION.

Page 30 of 38



Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

PEPCO HOLDINGS, INC.    
Security 713291102 Meeting Type Annual
Ticker Symbol POM Meeting Date 18-May-2012
ISIN US7132911022 Agenda 933589218 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 JACK B. DUNN, IV For For
2 TERENCE C. GOLDEN For For
3 PATRICK T. HARKER For For
4 FRANK O. HEINTZ For For
5 BARBARA J. KRUMSIEK For For
6 GEORGE F. MACCORMACK For For
7 LAWRENCE C. NUSSDORF For For
8 PATRICIA A. OELRICH For For
9 JOSEPH M. RIGBY For For
10 FRANK K. ROSS For For
11 PAULINE A. SCHNEIDER For For
12 LESTER P. SILVERMAN For For
2 A PROPOSAL TO APPROVE, ON AN Management For For
ADVISORY BASIS, THE COMPANY'S
EXECUTIVE COMPENSATION.
3 A PROPOSAL TO APPROVE THE PEPCO Management For For
HOLDINGS, INC. 2012 LONG-TERM
INCENTIVE PLAN.
4 A PROPOSAL TO APPROVE THE Management For For
PERFORMANCE GOAL CRITERIA UNDER THE
PEPCO HOLDINGS, INC. LONG-TERM
INCENTIVE PLAN.
5 A PROPOSAL TO APPROVE THE PEPCO Management For For
HOLDINGS, INC. AMENDED AND RESTATED
ANNUAL EXECUTIVE INCENTIVE
COMPENSATION PLAN.
6 A PROPOSAL TO RATIFY THE APPOINTMENT Management For For
OF PRICEWATERHOUSECOOPERS LLP AS
THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF THE COMPANY FOR
2012.
ULTRA PETROLEUM CORP.    
Security 903914109 Meeting Type Annual and Special Meeting
Ticker Symbol UPL Meeting Date 22-May-2012
ISIN CA9039141093 Agenda 933611700 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF MICHAEL D. WATFORD AS Management For For
DIRECTOR
1B ELECTION OF W. CHARLES HELTON AS Management For For
DIRECTOR
1C ELECTION OF STEPHEN J. MCDANIEL AS Management For For
DIRECTOR
1D ELECTION OF ROGER A. BROWN AS Management For For
DIRECTOR
2 APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
AUDITORS OF THE COMPANY FOR THE
ENSUING YEAR AND AUTHORIZING THE
DIRECTORS TO FIX THEIR REMUNERATION
3 NON-BINDING ADVISORY VOTE ON Management For For
EXECUTIVE COMPENSATION RESOLVED,
THE SHAREHOLDERS OF THE COMPANY
APPROVE, ON AN ADVISORY BASIS, THE
COMPENSATION PAID TO THE COMPANY'S
NAMED EXECUTIVE OFFICERS, AS
DISCLOSED PURSUANT TO ITEM 402 OF
REGULATION S.K., INCLUDING THE
COMPENSATION DISCUSSION AND
ANALYSIS, THE ACCOMPANYING
COMPENSATION TABLES, AND THE
RELATED NARRATIVE DISCUSSION, IN THE
COMPANY'S MOST RECENT PROXY
STATEMENT
4 APPROVAL OF MATERIAL TERMS OF Management For For
EXECUTIVE OFFICER PERFORMANCE
GOALS
5 IF PRESENTED, A SHAREHOLDER Management Against For
PROPOSAL WHICH IS OPPOSED BY THE
BOARD OF DIRECTORS.

Page 31 of 38



Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

ENERGYSOLUTIONS, INC.    
Security 292756202 Meeting Type Annual
Ticker Symbol ES Meeting Date 23-May-2012
ISIN US2927562023 Agenda 933600163 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 STEVEN R. ROGEL For For
2 J. BARNIE BEASLEY, JR. For For
3 VAL J. CHRISTENSEN For For
4 PASCAL COLOMBANI For For
5 J.I. "CHIP" EVEREST, II For For
6 DAVID J. LOCKWOOD For For
7 CLARE SPOTTISWOODE For For
8 ROBERT A. WHITMAN For For
9 DAVID B. WINDER For For
2 RATIFICATION OF THE APPOINTMENT OF Management For For
ERNST & YOUNG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE 2012 FISCAL
YEAR.
3 ADVISORY APPROVAL OF THE Management For For
COMPENSATION OF THE COMPANY'S
NAMED EXECUTIVE OFFICERS.
RANGE RESOURCES CORPORATION    
Security 75281A109 Meeting Type Annual
Ticker Symbol RRC Meeting Date 23-May-2012
ISIN US75281A1097 Agenda 933601759 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: CHARLES L. Management For For
BLACKBURN
1B ELECTION OF DIRECTOR: ANTHONY V. DUB Management For For
1C ELECTION OF DIRECTOR: V. RICHARD Management For For
EALES
1D ELECTION OF DIRECTOR: ALLEN FINKELSON Management For For
1E ELECTION OF DIRECTOR: JAMES M. FUNK Management For For
1F ELECTION OF DIRECTOR: JONATHAN S. Management For For
LINKER
1G ELECTION OF DIRECTOR: KEVIN S. Management For For
MCCARTHY
1H ELECTION OF DIRECTOR: JOHN H. Management For For
PINKERTON
1I ELECTION OF DIRECTOR: JEFFREY L. Management For For
VENTURA
2 A PROPOSAL TO APPROVE THE Management Against Against
COMPENSATION PHILOSOPHY, POLICIES
AND PROCEDURES DESCRIBED IN THE
COMPENSATION DISCUSSION AND
ANALYSIS.
3 TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
4 STOCKHOLDER PROPOSAL - A PROPOSAL Shareholder For Against
REQUESTING ADOPTION OF A POLICY
RELATED TO VESTING OF EQUITY UPON
TERMINATION OR CHANGE IN CONTROL.
5 STOCKHOLDER PROPOSAL - A PROPOSAL Shareholder Against For
REQUESTING ADOPTION OF
SUSTAINABILITY METRICS FOR EXECUTIVE
COMPENSATION.

Page 32 of 38



Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

FISERV, INC.    
Security 337738108 Meeting Type Annual
Ticker Symbol FISV Meeting Date 23-May-2012
ISIN US3377381088 Agenda 933604197 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 DANIEL P. KEARNEY 2015 For For
2 JEFFERY W. YABUKI 2015 For For
2 TO APPROVE AN AMENDMENT TO OUR Management For For
ARTICLES OF INCORPORATION THAT
WOULD ELIMINATE THE CLASSIFIED
STRUCTURE OF OUR BOARD OF
DIRECTORS AND PROVIDE FOR THE
ANNUAL ELECTION OF DIRECTORS AS SET
FORTH IN THE AMENDMENT.
3 TO APPROVE PERFORMANCE GOALS AND Management Against Against
RELATED MATTERS UNDER THE FISERV,
INC. 2007 OMNIBUS INCENTIVE PLAN.
4 TO APPROVE, ON AN ADVISORY BASIS, THE Management Against Against
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
5 TO RATIFY THE SELECTION OF DELOITTE & Management For For
TOUCHE LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2012.
WEATHERFORD INTERNATIONAL LTD    
Security H27013103 Meeting Type Annual
Ticker Symbol WFT Meeting Date 23-May-2012
ISIN CH0038838394 Agenda 933622145 - Management
Item Proposal Type Vote For/Against
          Management
1 APPROVAL OF THE 2011 ANNUAL REPORT, Management For For
THE CONSOLIDATED FINANCIAL
STATEMENTS OF WEATHERFORD
INTERNATIONAL LTD. FOR THE YEAR ENDED
DECEMBER 31, 2011 AND THE STATUTORY
FINANCIAL STATEMENTS OF
WEATHERFORD INTERNATIONAL LTD. FOR
THE YEAR ENDED DECEMBER 31, 2011.
2 DISCHARGE OF THE BOARD OF DIRECTORS Management For For
AND EXECUTIVE OFFICERS FROM LIABILITY
UNDER SWISS LAW FOR ACTIONS OR
OMISSIONS DURING THE YEAR ENDED
DECEMBER 31, 2011.
3A ELECTION OF DIRECTOR: BERNARD J. Management For For
DUROC-DANNER
3B ELECTION OF DIRECTOR: SAMUEL W. Management For For
BODMAN, III
3C ELECTION OF DIRECTOR: NICHOLAS F. Management For For
BRADY
3D ELECTION OF DIRECTOR: DAVID J. BUTTERS Management For For
3E ELECTION OF DIRECTOR: WILLIAM E. Management For For
MACAULAY
3F ELECTION OF DIRECTOR: ROBERT K. Management For For
MOSES, JR.
3G ELECTION OF DIRECTOR: GUILLERMO ORTIZ Management For For
3H ELECTION OF DIRECTOR: EMYR JONES Management For For
PARRY
3I ELECTION OF DIRECTOR: ROBERT A. RAYNE Management For For
4 RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR YEAR
ENDING DECEMBER 31, 2012 AND THE RE-
ELECTION OF ERNST & YOUNG LTD, ZURICH
AS STATUTORY AUDITOR FOR YEAR
ENDING DECEMBER 31, 2012.
5 APPROVAL OF AN AMENDMENT TO THE Management For For
ARTICLES OF ASSOCIATION TO EXTEND THE
BOARD'S AUTHORIZATION TO ISSUE
SHARES FROM AUTHORIZED SHARE
CAPITAL TO MAY 23, 2014 AND TO INCREASE
ISSUABLE AUTHORIZED CAPITAL TO AN
AMOUNT EQUAL TO 50% OF CURRENT
STATED CAPITAL.
6 APPROVAL OF AN AMENDMENT TO THE Management Against Against
WEATHERFORD INTERNATIONAL LTD. 2010
OMNIBUS INCENTIVE PLAN TO INCREASE
THE NUMBER OF SHARES ISSUABLE UNDER
THE PLAN TO 28,144,000 SHARES.
7 APPROVAL OF AN ADVISORY RESOLUTION Management Against Against
REGARDING EXECUTIVE COMPENSATION.

Page 33 of 38



Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

UNUM GROUP    
Security 91529Y106 Meeting Type Annual
Ticker Symbol UNM Meeting Date 24-May-2012
ISIN US91529Y1064 Agenda 933600529 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: PAMELA H. Management Against Against
GODWIN
1B ELECTION OF DIRECTOR: THOMAS KINSER Management Against Against
1C ELECTION OF DIRECTOR: A.S. MACMILLAN, Management Against Against
JR.
1D ELECTION OF DIRECTOR: EDWARD J. MUHL Management Against Against
2 TO APPROVE, ON AN ADVISORY BASIS, THE Management For For
COMPENSATION OF THE COMPANY'S
NAMED EXECUTIVE OFFICERS
3 TO APPROVE THE UNUM GROUP STOCK Management For For
INCENTIVE PLAN OF 2012.
4 TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2012
ZIONS BANCORPORATION    
Security 989701107 Meeting Type Annual
Ticker Symbol ZION Meeting Date 25-May-2012
ISIN US9897011071 Agenda 933599865 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: JERRY C. ATKIN Management For For
1B ELECTION OF DIRECTOR: R.D. CASH Management For For
1C ELECTION OF DIRECTOR: PATRICIA FROBES Management For For
1D ELECTION OF DIRECTOR: J. DAVID HEANEY Management For For
1E ELECTION OF DIRECTOR: ROGER B. Management For For
PORTER
1F ELECTION OF DIRECTOR: STEPHEN D. Management For For
QUINN
1G ELECTION OF DIRECTOR: HARRIS H. Management For For
SIMMONS
1H ELECTION OF DIRECTOR: L.E. SIMMONS Management For For
1I ELECTION OF DIRECTOR: SHELLEY THOMAS Management For For
WILLIAMS
1J ELECTION OF DIRECTOR: STEVEN C. Management For For
WHEELWRIGHT
2 RATIFICATION OF THE APPOINTMENT OF Management For For
ERNST & YOUNG LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
3 APPROVAL, ON A NONBINDING ADVISORY Management For For
BASIS, OF THE COMPENSATION PAID TO
THE COMPANY'S EXECUTIVE OFFICERS.
4 APPROVAL OF AMENDMENTS TO THE Management For For
COMPANY'S AMENDED AND RESTATED 2005
STOCK OPTION AND INCENTIVE PLAN.
5 APPROVAL OF THE COMPANY'S 2012 Management For For
MANAGEMENT INCENTIVE COMPENSATION
PLAN.
6 THAT THE BOARD ADOPT A POLICY TO Shareholder For Against
REVIEW AND DETERMINE WHETHER TO
SEEK RECOUPMENT OF BONUSES AND
OTHER INCENTIVE COMPENSATION.

Page 34 of 38



Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

ALLIANCE DATA SYSTEMS CORPORATION    
Security 018581108 Meeting Type Annual
Ticker Symbol ADS Meeting Date 07-Jun-2012
ISIN US0185811082 Agenda 933611522 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: EDWARD J. Management For For
HEFFERNAN
1B ELECTION OF DIRECTOR: ROBERT A. Management For For
MINICUCCI
2 ADVISORY APPROVAL OF EXECUTIVE Management For For
COMPENSATION.
3 TO RATIFY THE SELECTION OF DELOITTE & Management For For
TOUCHE LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM OF
ALLIANCE DATA SYSTEMS CORPORATION
FOR 2012.
INGERSOLL-RAND PLC    
Security G47791101 Meeting Type Annual
Ticker Symbol IR Meeting Date 07-Jun-2012
ISIN IE00B6330302 Agenda 933612916 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: A.C. BERZIN Management For For
1B ELECTION OF DIRECTOR: J. BRUTON Management For For
1C ELECTION OF DIRECTOR: J.L. COHON Management For For
1D ELECTION OF DIRECTOR: G.D. FORSEE Management For For
1E ELECTION OF DIRECTOR: P.C. GODSOE Management For For
1F ELECTION OF DIRECTOR: E.E. Management For For
HAGENLOCKER
1G ELECTION OF DIRECTOR: C.J. HORNER Management For For
1H ELECTION OF DIRECTOR: M.W. LAMACH Management For For
1I ELECTION OF DIRECTOR: T.E. MARTIN Management For For
1J ELECTION OF DIRECTOR: R.J. SWIFT Management For For
1K ELECTION OF DIRECTOR: T.L. WHITE Management For For
2 ADVISORY APPROVAL OF THE Management For For
COMPENSATION OF THE COMPANY'S
NAMED EXECUTIVE OFFICERS
3 APPROVAL OF THE APPOINTMENT OF Management For For
INDEPENDENT AUDITORS AND
AUTHORIZATION OF THE AUDIT COMMITTEE
TO SET THE AUDITORS' REMUNERATION
ACTIVISION BLIZZARD, INC.    
Security 00507V109 Meeting Type Annual
Ticker Symbol ATVI Meeting Date 07-Jun-2012
ISIN US00507V1098 Agenda 933620317 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: PHILIPPE G.H. Management Against Against
CAPRON
1B ELECTION OF DIRECTOR: ROBERT J. CORTI Management Against Against
1C ELECTION OF DIRECTOR: FREDERIC R. Management Against Against
CREPIN
1D ELECTION OF DIRECTOR: LUCIAN GRAINGE Management Against Against
1E ELECTION OF DIRECTOR: BRIAN G. KELLY Management Against Against
1F ELECTION OF DIRECTOR: ROBERT A. Management Against Against
KOTICK
1G ELECTION OF DIRECTOR: JEAN-BERNARD Management Against Against
LEVY
1H ELECTION OF DIRECTOR: ROBERT J. Management Against Against
MORGADO
1I ELECTION OF DIRECTOR: STEPHANE Management Against Against
ROUSSEL
1J ELECTION OF DIRECTOR: RICHARD Management Against Against
SARNOFF
1K ELECTION OF DIRECTOR: REGIS TURRINI Management Against Against
2 APPROVE AMENDMENT AND RESTATEMENT Management Against Against
OF 2008 INCENTIVE PLAN TO AMEND
LIMITATIONS WITH RESPECT TO GRANTING
OF AWARDS UNDER PLAN
3 APPROVAL OF THE COMPANY'S EXECUTIVE Management Against Against
COMPENSATION
4 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2012

Page 35 of 38



Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

NATUS MEDICAL INCORPORATED    
Security 639050103 Meeting Type Annual
Ticker Symbol BABY Meeting Date 08-Jun-2012
ISIN US6390501038 Agenda 933615948 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: DORIS E. Management Against Against
ENGIBOUS
1B ELECTION OF DIRECTOR: WILLIAM M. Management Against Against
MOORE
2 TO RATIFY THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS INDEPENDENT
ACCOUNTANTS FOR THE COMPANY FOR
THE CURRENT FISCAL YEAR.
3 ADVISORY APPROVAL OF THE COMPANY'S Management For For
EXECUTIVE COMPENSATION.
4 TO APPROVE THE AMENDMENT OF OUR Management For For
AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION TO ELIMINATE
SUPERMAJORITY VOTING THRESHOLDS.
CAVIUM, INC.    
Security 14964U108 Meeting Type Annual
Ticker Symbol CAVM Meeting Date 08-Jun-2012
ISIN US14964U1088 Agenda 933617841 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 SANJAY MEHROTRA For For
2 TO RATIFY THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
INDEPENDENT AUDITORS OF CAVIUM, INC.
FOR ITS FISCAL YEAR ENDING DECEMBER
31, 2012.
3 TO APPROVE, ON AN ADVISORY BASIS, THE Management For For
COMPENSATION OF CAVIUM, INC.'S NAMED
EXECUTIVE OFFICERS.
CHESAPEAKE ENERGY CORPORATION    
Security 165167107 Meeting Type Annual
Ticker Symbol CHK Meeting Date 08-Jun-2012
ISIN US1651671075 Agenda 933636978 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 RICHARD K. DAVIDSON Withheld Against
2 V. BURNS HARGIS Withheld Against
2 TO APPROVE AN AMENDMENT TO OUR Management Against Against
BYLAWS TO IMPLEMENT MAJORITY VOTING
IN DIRECTOR ELECTIONS.
3 AN ADVISORY VOTE TO APPROVE OUR Management Against Against
NAMED EXECUTIVE OFFICER
COMPENSATION.
4 TO APPROVE AN AMENDMENT TO OUR Management Against Against
LONG TERM INCENTIVE PLAN.
5 TO APPROVE THE ANNUAL INCENTIVE PLAN. Management Against Against
6 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2012.
7 SHAREHOLDER PROPOSAL RELATING TO Shareholder Against For
RE-INCORPORATION IN DELAWARE.
8 SHAREHOLDER PROPOSAL RELATING TO Shareholder Against For
POLITICAL LOBBYING EXPENDITURES.
9 SHAREHOLDER PROPOSAL RELATING TO Shareholder Against For
THE SUPERMAJORITY VOTING STANDARD.
10 SHAREHOLDER PROPOSAL RELATING TO Shareholder Against For
PROXY ACCESS.

Page 36 of 38



Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

JOS. A. BANK CLOTHIERS, INC.    
Security 480838101 Meeting Type Annual
Ticker Symbol JOSB Meeting Date 15-Jun-2012
ISIN US4808381010 Agenda 933633100 - Management
Item Proposal Type Vote For/Against
          Management
1.1 ELECTION OF DIRECTOR: ANDREW A. Management Against Against
GIORDANO
1.2 ELECTION OF DIRECTOR: WILLIAM E. Management Against Against
HERRON
2 RATIFICATION OF THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS THE
COMPANY'S REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING FEBRUARY 2, 2013.
3 AN ADVISORY VOTE TO APPROVE THE Management For For
COMPANY'S EXECUTIVE COMPENSATION.
BEST BUY CO., INC.    
Security 086516101 Meeting Type Annual
Ticker Symbol BBY Meeting Date 21-Jun-2012
ISIN US0865161014 Agenda 933631699 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 LISA M. CAPUTO For For
2 KATHY J. HIGGINS VICTOR For For
3 GERARD R. VITTECOQ For For
2 TO RATIFY THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING FEBRUARY
2, 2013.
3 TO CONDUCT AN ADVISORY VOTE TO Management Against Against
APPROVE OUR NAMED EXECUTIVE OFFICER
COMPENSATION.
4 TO APPROVE AN INCREASE IN THE Management Against Against
AVAILABLE NUMBER OF SHARES UNDER
THE BEST BUY CO., INC. 2008 EMPLOYEE
STOCK PURCHASE PLAN.
5 TO VOTE ON A SHAREHOLDER PROPOSAL Shareholder For For
RECOMMENDING DECLASSIFICATION OF
OUR BOARD OF DIRECTORS, IF PROPERLY
PRESENTED AT THE MEETING.
MEDASSETS, INC.    
Security 584045108 Meeting Type Annual
Ticker Symbol MDAS Meeting Date 21-Jun-2012
ISIN US5840451083 Agenda 933635762 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 C.A. LANCE PICCOLO For For
2 BRUCE F. WESSON For For
3 SAMUEL K. SKINNER For For
2 TO RATIFY THE APPOINTMENT OF KPMG Management For For
LLP, AS THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE
COMPANY FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2012.
3 TO APPROVE THE COMPENSATION OF THE Management For For
COMPANY'S NAMED EXECUTIVE OFFICERS.

Page 37 of 38



Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

BED BATH & BEYOND INC.    
Security 075896100 Meeting Type Annual
Ticker Symbol BBBY Meeting Date 22-Jun-2012
ISIN US0758961009 Agenda 933647577 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: WARREN Management For For
EISENBERG
1B ELECTION OF DIRECTOR: LEONARD Management For For
FEINSTEIN
1C ELECTION OF DIRECTOR: STEVEN H. Management For For
TEMARES
1D ELECTION OF DIRECTOR: DEAN S. ADLER Management For For
1E ELECTION OF DIRECTOR: STANLEY F. Management For For
BARSHAY
1F ELECTION OF DIRECTOR: KLAUS EPPLER Management For For
1G ELECTION OF DIRECTOR: PATRICK R. Management For For
GASTON
1H ELECTION OF DIRECTOR: JORDAN HELLER Management For For
1I ELECTION OF DIRECTOR: VICTORIA A. Management For For
MORRISON
2 RATIFICATION OF THE APPOINTMENT OF Management For For
KPMG LLP
3 TO APPROVE, BY NON-BINDING VOTE, THE Management For For
2011 COMPENSATION PAID TO THE
COMPANY'S NAMED EXECUTIVE OFFICERS.
4 TO APPROVE THE 2012 INCENTIVE Management Against Against
COMPENSATION PLAN.
MOBILE MINI, INC.    
Security 60740F105 Meeting Type Annual
Ticker Symbol MINI Meeting Date 26-Jun-2012
ISIN US60740F1057 Agenda 933636942 - Management
Item Proposal Type Vote For/Against
          Management
1 DIRECTOR Management
1 JEFFREY S. GOBLE For For
2 JAMES J. MARTELL For For
3 STEPHEN A MCCONNELL For For
2 RATIFICATION OF THE SELECTION OF Management For For
ERNST & YOUNG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING
DECEMBER 31, 2012.
3 ADVISORY VOTE ON EXECUTIVE Management For For
COMPENSATION.
4 RE-APPROVAL OF PERFORMANCE Management For For
MEASURES UNDER THE MOBILE MINI, INC.
2006 EQUITY INCENTIVE PLAN.

Page 38 of 38



Thompson Plumb Bond Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012

CIT GROUP INC.    
Security 125581801 Meeting Type Annual
Ticker Symbol CIT Meeting Date 15-May-2012
ISIN US1255818015 Agenda 933586591 - Management
Item Proposal Type Vote For/Against
          Management
1A ELECTION OF DIRECTOR: JOHN A. THAIN Management Against Against
1B ELECTION OF DIRECTOR: MICHAEL J. Management Against Against
EMBLER
1C ELECTION OF DIRECTOR: WILLIAM M. Management Against Against
FREEMAN
1D ELECTION OF DIRECTOR: DAVID M. Management Against Against
MOFFETT
1E ELECTION OF DIRECTOR: R. BRAD OATES Management Against Against
1F ELECTION OF DIRECTOR: MARIANNE MILLER Management Against Against
PARRS
1G ELECTION OF DIRECTOR: GERALD Management Against Against
ROSENFELD
1H ELECTION OF DIRECTOR: JOHN R. RYAN Management Against Against
1I ELECTION OF DIRECTOR: SEYMOUR Management Against Against
STERNBERG
1J ELECTION OF DIRECTOR: PETER J. TOBIN Management Against Against
1K ELECTION OF DIRECTOR: LAURA S. UNGER Management Against Against
2 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS CIT'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM AND EXTERNAL
AUDITORS FOR 2012.
3 ADVISORY VOTE TO APPROVE NAMED Management For For
EXECUTIVE OFFICER COMPENSATION.

Page 1 of 1



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.

THOMPSON PLUMB FUNDS, INC.
 
By:   /s/  John W. Thompson
  John W. Thompson, Chief Executive
  Officer and President
 
Date: August 14, 2012