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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number: 811-04993

Nicholas Limited Edition, Inc.

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(Exact name of registrant as specified in charter)

700 North Water Street

Milwaukee, Wisconsin 53202

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(Address of principle executive offices)

Jeffrey T. May, Senior Vice President & Treasurer

700 North Water Street

Milwaukee, Wisconsin 53202

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(Name and address of agent for service)

Registrant's telephone number, including area code: 414-272-4650

Date of Fiscal year-end: 12/31/2014

Date of reporting period: 07/01/2013 - 06/30/2014

Item 1. Proxy Voting Record

Account Name: Nicholas Limited Edition, Inc.

A. O. SMITH CORPORATION

Ticker: AOS Security ID: 831865209

Meeting Date: APR 07, 2014 Meeting Type: Annual

Record Date: FEB 17, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Gloster B. Current, Jr. For For Management

1.2 Elect Director William P. Greubel For For Management

1.3 Elect Director Idelle K. Wolf For For Management

1.4 Elect Director Gene C. Wulf For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

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ABAXIS, INC.

Ticker: ABAX Security ID: 002567105

Meeting Date: OCT 23, 2013 Meeting Type: Annual

Record Date: AUG 30, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Clinton H. Severson For For Management

1.2 Elect Director Vernon E. Altman For Withhold Management

1.3 Elect Director Richard J. Bastiani For Withhold Management

1.4 Elect Director Michael D. Casey For Withhold Management

1.5 Elect Director Henk J. Evenhuis For Withhold Management

1.6 Elect Director Prithipal Singh For Withhold Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

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ACADIA HEALTHCARE COMPANY, INC.

Ticker: ACHC Security ID: 00404A109

Meeting Date: MAY 22, 2014 Meeting Type: Annual

Record Date: MAR 28, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Wade D. Miquelon For For Management

1.2 Elect Director William M. Petrie For For Management

1.3 Elect Director Bruce A. Shear For Withhold Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

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APTARGROUP, INC.

Ticker: ATR Security ID: 038336103

Meeting Date: MAY 07, 2014 Meeting Type: Annual

Record Date: MAR 13, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director George L. Fotiades For For Management

1.2 Elect Director King W. Harris For For Management

1.3 Elect Director Peter H. Pfeiffer For For Management

1.4 Elect Director Joanne C. Smith For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Approve Omnibus Stock Plan For For Management

4 Ratify Auditors For For Management

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ARTISAN PARTNERS ASSET MANAGEMENT INC.

Ticker: APAM Security ID: 04316A108

Meeting Date: MAY 28, 2014 Meeting Type: Annual

Record Date: APR 03, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Matthew R. Barger For For Management

1.2 Elect Director Eric R. Colson For For Management

1.3 Elect Director Tench Coxe For For Management

1.4 Elect Director Stephanie G. DiMarco For For Management

1.5 Elect Director Jeffrey A. Joerres For For Management

1.6 Elect Director Allen R. Thorpe For For Management

1.7 Elect Director Andrew A. Ziegler For For Management

2 Ratify Auditors For For Management

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ASCENA RETAIL GROUP, INC.

Ticker: ASNA Security ID: 04351G101

Meeting Date: DEC 12, 2013 Meeting Type: Annual

Record Date: OCT 14, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Elliot S. Jaffe For For Management

1.2 Elect Director Michael W. Rayden For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Amend Executive Incentive Bonus Plan For For Management

4 Ratify Auditors For For Management

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ATWOOD OCEANICS, INC.

Ticker: ATW Security ID: 050095108

Meeting Date: FEB 19, 2014 Meeting Type: Annual

Record Date: DEC 20, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Deborah A. Beck For For Management

1.2 Elect Director George S. Dotson For For Management

1.3 Elect Director Jack E. Golden For For Management

1.4 Elect Director Hans Helmerich For For Management

1.5 Elect Director Jeffrey A. Miller For For Management

1.6 Elect Director James R. Montague For For Management

1.7 Elect Director Robert J. Saltiel For For Management

1.8 Elect Director Phil D. Wedemeyer For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Increase Authorized Common Stock For For Management

4 Ratify Auditors For For Management

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BALLY TECHNOLOGIES, INC.

Ticker: BYI Security ID: 05874B107

Meeting Date: DEC 05, 2013 Meeting Type: Annual

Record Date: OCT 07, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Richard Haddrill For For Management

1.2 Elect Director Josephine Linden For For Management

1.3 Elect Director Ramesh Srinivasan For For Management

2 Amend Omnibus Stock Plan For For Management

3 Amend Qualified Employee Stock For For Management

Purchase Plan

4 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

5 Ratify Auditors For For Management

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BEACON ROOFING SUPPLY, INC.

Ticker: BECN Security ID: 073685109

Meeting Date: FEB 12, 2014 Meeting Type: Annual

Record Date: DEC 23, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Robert R. Buck For For Management

1.2 Elect Director Paul M. Isabella For For Management

1.3 Elect Director Richard W. Frost For For Management

1.4 Elect Director James J. Gaffney For For Management

1.5 Elect Director Peter M. Gotsch For For Management

1.6 Elect Director Neil S. Novich For For Management

1.7 Elect Director Stuart A. Randle For For Management

1.8 Elect Director Wilson B. Sexton For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Approve Omnibus Stock Plan For For Management

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BOTTOMLINE TECHNOLOGIES (DE), INC.

Ticker: EPAY Security ID: 101388106

Meeting Date: NOV 14, 2013 Meeting Type: Annual

Record Date: SEP 25, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director James L. Loomis For Withhold Management

1.2 Elect Director Daniel M. McGurl For Withhold Management

1.3 Elect Director Jennifer M. Gray For For Management

2 Amend Omnibus Stock Plan For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Ratify Auditors For For Management

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BRINKER INTERNATIONAL, INC.

Ticker: EAT Security ID: 109641100

Meeting Date: NOV 07, 2013 Meeting Type: Annual

Record Date: SEP 09, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Joseph M. DePinto For For Management

1.2 Elect Director Harriet Edelman For For Management

1.3 Elect Director Michael A. George For For Management

1.4 Elect Director William T. Giles For For Management

1.5 Elect Director Gerardo I. Lopez For For Management

1.6 Elect Director Jon L. Luther For For Management

1.7 Elect Director John W. Mims For For Management

1.8 Elect Director George R. Mrkonic For For Management

1.9 Elect Director Rosendo G. Parra For For Management

1.10 Elect Director Wyman T. Roberts For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Amend Omnibus Stock Plan For For Management

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BROWN & BROWN, INC.

Ticker: BRO Security ID: 115236101

Meeting Date: MAY 07, 2014 Meeting Type: Annual

Record Date: MAR 03, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director J. Hyatt Brown For For Management

1.2 Elect Director Samuel P. Bell, III For For Management

1.3 Elect Director Hugh M. Brown For For Management

1.4 Elect Director J. Powell Brown For For Management

1.5 Elect Director Bradley Currey, Jr. For For Management

1.6 Elect Director Theodore J. Hoepner For For Management

1.7 Elect Director James S. Hunt For For Management

1.8 Elect Director Toni Jennings For For Management

1.9 Elect Director Timothy R.M. Main For For Management

1.10 Elect Director H. Palmer Proctor, Jr. For For Management

1.11 Elect Director Wendell S. Reilly For For Management

1.12 Elect Director Chilton D. Varner For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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CARDTRONICS, INC.

Ticker: CATM Security ID: 14161H108

Meeting Date: MAY 21, 2014 Meeting Type: Annual

Record Date: MAR 25, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Jorge M. Diaz For For Management

1.2 Elect Director G. Patrick Phillips For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

4 Adopt Majority Voting for Uncontested For For Management

Election of Directors

5 Amend Omnibus Stock Plan For For Management

6 Amend Omnibus Stock Plan For For Management

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CARRIAGE SERVICES, INC.

Ticker: CSV Security ID: 143905107

Meeting Date: MAY 21, 2014 Meeting Type: Annual

Record Date: MAR 26, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director David J. DeCarlo For For Management

1.2 Elect Director Donald D. Patteson, Jr. For Withhold Management

2 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

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CAVIUM, INC.

Ticker: CAVM Security ID: 14964U108

Meeting Date: JUN 19, 2014 Meeting Type: Annual

Record Date: APR 22, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director C.N. Reddy For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

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CINEMARK HOLDINGS, INC.

Ticker: CNK Security ID: 17243V102

Meeting Date: MAY 22, 2014 Meeting Type: Annual

Record Date: APR 02, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Steven P. Rosenberg For For Management

1.2 Elect Director Enrique F. Senior For For Management

1.3 Elect Director Donald G. Soderquist For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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COMMUNITY BANK SYSTEM, INC.

Ticker: CBU Security ID: 203607106

Meeting Date: MAY 14, 2014 Meeting Type: Annual

Record Date: MAR 17, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Brian R. Ace For For Management

1.2 Elect Director James W. Gibson, Jr. For For Management

1.3 Elect Director John Parente For For Management

1.4 Elect Director John F. Whipple, Jr. For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Approve Omnibus Stock Plan For For Management

4 Ratify Auditors For For Management

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COMSCORE, INC.

Ticker: SCOR Security ID: 20564W105

Meeting Date: JUL 23, 2013 Meeting Type: Annual

Record Date: JUN 07, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Gian M. Fulgoni For For Management

1.2 Elect Director Jeffrey Ganek For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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CROSSTEX ENERGY, INC.

Ticker: ENLC Security ID: 22765Y104

Meeting Date: MAR 07, 2014 Meeting Type: Special

Record Date: FEB 05, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1 Approve Merger Agreement For For Management

2 Adjourn Meeting For For Management

3 Advisory Vote on Golden Parachutes For For Management

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CYBERONICS, INC.

Ticker: CYBX Security ID: 23251P102

Meeting Date: SEP 19, 2013 Meeting Type: Annual

Record Date: JUL 29, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Guy C. Jackson For For Management

1.2 Elect Director Joseph E. Laptewicz, Jr. For For Management

1.3 Elect Director Daniel J. Moore For For Management

1.4 Elect Director Hugh M. Morrison For For Management

1.5 Elect Director Alfred J. Novak For For Management

1.6 Elect Director Arthur L. Rosenthal For For Management

1.7 Elect Director Jon T. Tremmel For For Management

2 Approve Executive Incentive Bonus Plan For For Management

3 Ratify Auditors For For Management

4 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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DEALERTRACK TECHNOLOGIES, INC.

Ticker: TRAK Security ID: 242309102

Meeting Date: JUN 03, 2014 Meeting Type: Annual

Record Date: APR 10, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Mark F. O'Neil For For Management

1.2 Elect Director Joseph P. Payne For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Amend Omnibus Stock Plan For For Management

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DEXCOM, INC.

Ticker: DXCM Security ID: 252131107

Meeting Date: MAY 29, 2014 Meeting Type: Annual

Record Date: APR 04, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Jonathan T. Lord For For Management

1b Elect Director Eric Topol For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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DORMAN PRODUCTS, INC.

Ticker: DORM Security ID: 258278100

Meeting Date: MAY 16, 2014 Meeting Type: Annual

Record Date: MAR 21, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Steven L. Berman For For Management

1.2 Elect Director Robert M. Lynch For For Management

1.3 Elect Director Paul R. Lederer For For Management

1.4 Elect Director Edgar W. Levin For For Management

1.5 Elect Director Richard T. Riley For For Management

1.6 Elect Director Mathias J. Barton For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Amend Bundled Compensation Plans For For Management

4 Ratify Auditors For For Management

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DRIL-QUIP, INC.

Ticker: DRQ Security ID: 262037104

Meeting Date: MAY 16, 2014 Meeting Type: Annual

Record Date: MAR 24, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Blake T. DeBerry For For Management

1.2 Elect Director John V. Lovoi For For Management

2 Increase Authorized Common Stock For For Management

3 Amend Articles to Delete Obsolete For For Management

Provisions

4 Amend Articles Deleting Exception to For For Management

Business Combination Provisions for

Co-founders

5 Ratify Auditors For For Management

6 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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ECHO GLOBAL LOGISTICS, INC.

Ticker: ECHO Security ID: 27875T101

Meeting Date: JUN 17, 2014 Meeting Type: Annual

Record Date: APR 21, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Samuel K. Skinner For For Management

1.2 Elect Director Douglas R. Waggoner For For Management

1.3 Elect Director Bradley A. Keywell For Withhold Management

1.4 Elect Director Matthew Ferguson For For Management

1.5 Elect Director David Habiger For For Management

1.6 Elect Director Nelda J. Connors For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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EURONET WORLDWIDE, INC.

Ticker: EEFT Security ID: 298736109

Meeting Date: MAY 21, 2014 Meeting Type: Annual

Record Date: MAR 24, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Andrzej Olechowski For For Management

1.2 Elect Director Eriberto R. Scocimara For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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EVERTEC, INC.

Ticker: EVTC Security ID: 30040P103

Meeting Date: MAY 20, 2014 Meeting Type: Annual

Record Date: MAR 31, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Frank G. D'Angelo For For Management

1b Elect Director Peter Harrington For Against Management

1c Elect Director Jorge Junquera For Against Management

1d Elect Director Teresita Loubriel For For Management

1e Elect Director Nestor O. Rivera For Against Management

1f Elect Director Alan H. Schumacher For For Management

2 Ratify Auditors For For Management

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FACTSET RESEARCH SYSTEMS INC.

Ticker: FDS Security ID: 303075105

Meeting Date: DEC 17, 2013 Meeting Type: Annual

Record Date: OCT 21, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Joseph E. Laird, Jr. For For Management

1.2 Elect Director James J. McGonigle For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Adopt Majority Voting for Uncontested For For Management

Election of Directors

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FIRST FINANCIAL BANCORP.

Ticker: FFBC Security ID: 320209109

Meeting Date: MAY 27, 2014 Meeting Type: Annual

Record Date: APR 02, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1 Increase Authorized Preferred Stock For For Management

2.1 Elect Director J. Wickliffe Ach For For Management

2.2 Elect Director David S. Barker For For Management

2.3 Elect Director Cynthia O. Booth For For Management

2.4 Elect Director Mark A. Collar For For Management

2.5 Elect Director Claude E. Davis For For Management

2.6 Elect Director Corinne R. Finnerty For For Management

2.7 Elect Director Murph Knapke For For Management

2.8 Elect Director Susan L. Knust For For Management

2.9 Elect Director William J. Kramer For For Management

2.10 Elect Director Richard E. Olszewski For For Management

2.11 Elect Director Maribeth S. Rahe For For Management

3 Ratify Auditors For For Management

4 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

5 Adjourn Meeting For For Management

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FIRSTMERIT CORPORATION

Ticker: FMER Security ID: 337915102

Meeting Date: APR 16, 2014 Meeting Type: Annual

Record Date: FEB 21, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Lizabeth A. Ardisana For For Management

1.2 Elect Director Steven H. Baer For For Management

1.3 Elect Director Karen S. Belden For For Management

1.4 Elect Director R. Cary Blair For For Management

1.5 Elect Director John C. Blickle For For Management

1.6 Elect Director Robert W. Briggs For For Management

1.7 Elect Director Richard Colella For For Management

1.8 Elect Director Robert S. Cubbin For For Management

1.9 Elect Director Gina D. France For For Management

1.10 Elect Director Paul G. Greig For For Management

1.11 Elect Director Terry L. Haines For For Management

1.12 Elect Director J. Michael Hochschwender For For Management

1.13 Elect Director Clifford J. Isroff For For Management

1.14 Elect Director Philip A. Lloyd, II For For Management

1.15 Elect Director Russ M. Strobel For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

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FORTINET, INC.

Ticker: FTNT Security ID: 34959E109

Meeting Date: JUN 20, 2014 Meeting Type: Annual

Record Date: APR 22, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Michael Xie For For Management

1.2 Elect Director William H. Neukom For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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GENERAC HOLDINGS INC.

Ticker: GNRC Security ID: 368736104

Meeting Date: JUN 11, 2014 Meeting Type: Annual

Record Date: APR 17, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Bennett Morgan For For Management

1.2 Elect Director Todd A. Adams For For Management

1.3 Elect Director Ralph W. Castner For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Approve Qualified Employee Stock For For Management

Purchase Plan

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GLACIER BANCORP, INC.

Ticker: GBCI Security ID: 37637Q105

Meeting Date: APR 30, 2014 Meeting Type: Annual

Record Date: MAR 03, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Michael J. Blodnick For For Management

1.2 Elect Director Sherry L. Cladouhos For For Management

1.3 Elect Director James M. English For For Management

1.4 Elect Director Allen J. Fetscher For For Management

1.5 Elect Director Annie M. Goodwin For For Management

1.6 Elect Director Dallas I. Herron For For Management

1.7 Elect Director Craig A. Langel For For Management

1.8 Elect Director Douglas J. McBride For For Management

1.9 Elect Director John W. Murdoch For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

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GLOBUS MEDICAL, INC.

Ticker: GMED Security ID: 379577208

Meeting Date: JUN 05, 2014 Meeting Type: Annual

Record Date: APR 14, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director David M. Demski For Against Management

1.2 Elect Director Kurt C. Wheeler For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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GNC HOLDINGS, INC.

Ticker: GNC Security ID: 36191G107

Meeting Date: MAY 22, 2014 Meeting Type: Annual

Record Date: MAR 27, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Jeffrey P. Berger For For Management

1.2 Elect Director Alan D. Feldman For For Management

1.3 Elect Director Joseph M. Fortunato For For Management

1.4 Elect Director Michael F. Hines For For Management

1.5 Elect Director Amy B. Lane For For Management

1.6 Elect Director Philip E. Mallott For For Management

1.7 Elect Director Robert F. Moran For For Management

1.8 Elect Director C. Scott O'Hara For For Management

1.9 Elect Director Richard J. Wallace For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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HEALTHCARE SERVICES GROUP, INC.

Ticker: HCSG Security ID: 421906108

Meeting Date: MAY 27, 2014 Meeting Type: Annual

Record Date: APR 04, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Daniel P. McCartney For Withhold Management

1.2 Elect Director Robert L. Frome For Withhold Management

1.3 Elect Director Robert J. Moss For Withhold Management

1.4 Elect Director John M. Briggs For Withhold Management

1.5 Elect Director Dino D. Ottaviano For Withhold Management

1.6 Elect Director Theodore Wahl For Withhold Management

1.7 Elect Director Michael E. McBryan For Withhold Management

1.8 Elect Director Diane S. Casey For Withhold Management

1.9 Elect Director John J. McFadden For Withhold Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Require a Majority Vote for the Against For Shareholder

Election of Directors

5 Require Independent Board Chairman Against For Shareholder

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HEARTWARE INTERNATIONAL, INC.

Ticker: HTWR Security ID: 422368100

Meeting Date: JUN 04, 2014 Meeting Type: Annual

Record Date: APR 11, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Timothy Barberich For For Management

1.2 Elect Director Charles Raymond Larkin, For For Management

Jr.

1.3 Elect Director Robert Thomas For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

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HUB GROUP, INC.

Ticker: HUBG Security ID: 443320106

Meeting Date: MAY 09, 2014 Meeting Type: Annual

Record Date: MAR 14, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director David P. Yeager For For Management

1.2 Elect Director Mark A. Yeager For For Management

1.3 Elect Director Gary D. Eppen For For Management

1.4 Elect Director Charles R. Reaves For For Management

1.5 Elect Director Martin P. Slark For For Management

1.6 Elect Director Jonathan P. Ward For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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IBERIABANK CORPORATION

Ticker: IBKC Security ID: 450828108

Meeting Date: MAY 05, 2014 Meeting Type: Annual

Record Date: MAR 19, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Harry V. Barton, Jr. For For Management

1.2 Elect Director E. Stewart Shea, III For For Management

1.3 Elect Director David H. Welch For For Management

2 Ratify Auditors For For Management

3 Amend Omnibus Stock Plan For For Management

4 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

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IMPERVA, INC.

Ticker: IMPV Security ID: 45321L100

Meeting Date: MAY 06, 2014 Meeting Type: Annual

Record Date: MAR 15, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Shlomo Kramer For For Management

1.2 Elect Director Albert A. Pimentel For For Management

1.3 Elect Director James R. Tolonen For For Management

2 Ratify Auditors For For Management

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INNERWORKINGS, INC.

Ticker: INWK Security ID: 45773Y105

Meeting Date: JUN 13, 2014 Meeting Type: Annual

Record Date: APR 15, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Jack M. Greenberg For For Management

1.2 Elect Director Eric D. Belcher For For Management

1.3 Elect Director Charles K. Bobrinskoy For For Management

1.4 Elect Director Daniel M. Friedberg For For Management

1.5 Elect Director David Fisher For For Management

1.6 Elect Director J. Patrick Gallagher, For For Management

Jr.

1.7 Elect Director Julie M. Howard For For Management

1.8 Elect Director Linda S. Wolf For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Amend Omnibus Stock Plan For For Management

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INSULET CORPORATION

Ticker: PODD Security ID: 45784P101

Meeting Date: MAY 14, 2014 Meeting Type: Annual

Record Date: MAR 19, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Sally Crawford For For Management

1.2 Elect Director Regina Sommer For For Management

1.3 Elect Director Joseph Zakrzewski For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

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JACK HENRY & ASSOCIATES, INC.

Ticker: JKHY Security ID: 426281101

Meeting Date: NOV 13, 2013 Meeting Type: Annual

Record Date: SEP 19, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Matthew C. Flanigan For For Management

1.2 Elect Director Wesley A. Brown For For Management

1.3 Elect Director Marla K. Shepard For For Management

1.4 Elect Director John F. Prim For For Management

1.5 Elect Director Thomas H. Wilson For For Management

1.6 Elect Director Jacque R. Fiegel For For Management

1.7 Elect Director Thomas A. Wimsett For For Management

1.8 Elect Director Laura G. Kelly For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

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KAR AUCTION SERVICES, INC.

Ticker: KAR Security ID: 48238T109

Meeting Date: JUN 10, 2014 Meeting Type: Annual

Record Date: APR 16, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Ryan M. Birtwell For For Management

1.2 Elect Director Brian T. Clingen For For Management

1.3 Elect Director Donna R. Ecton For For Management

1.4 Elect Director Peter R. Formanek For For Management

1.5 Elect Director James P. Hallett For For Management

1.6 Elect Director Mark E. Hill For For Management

1.7 Elect Director Lynn Jolliffe For For Management

1.8 Elect Director Michael T. Kestner For For Management

1.9 Elect Director John P. Larson For For Management

1.10 Elect Director Stephen E. Smith For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Amend Omnibus Stock Plan For For Management

4 Ratify Auditors For For Management

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KNIGHT TRANSPORTATION, INC.

Ticker: KNX Security ID: 499064103

Meeting Date: MAY 15, 2014 Meeting Type: Annual

Record Date: MAR 26, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Donald A. Bliss For Withhold Management

1.2 Elect Director Richard C. Kraemer For Withhold Management

1.3 Elect Director Richard J. Lehmann For Withhold Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

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

KRISPY KREME DOUGHNUTS, INC.

Ticker: KKD Security ID: 501014104

Meeting Date: JUN 17, 2014 Meeting Type: Annual

Record Date: APR 11, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director C. Stephen Lynn For Withhold Management

1.2 Elect Director Michael H. Sutton For Withhold Management

1.3 Elect Director Lizanne Thomas For Withhold Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

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

LA-Z-BOY INCORPORATED

Ticker: LZB Security ID: 505336107

Meeting Date: AUG 21, 2013 Meeting Type: Annual

Record Date: JUN 28, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Kurt L. Darrow For For Management

1.2 Elect Director John H. Foss For For Management

1.3 Elect Director Richard M. Gabrys For For Management

1.4 Elect Director Janet L. Gurwitch For For Management

1.5 Elect Director David K. Hehl For For Management

1.6 Elect Director Edwin J. Holman For For Management

1.7 Elect Director Janet E. Kerr For For Management

1.8 Elect Director Michael T. Lawton For For Management

1.9 Elect Director H. George Levy For For Management

1.10 Elect Director W. Alan McCollough For For Management

1.11 Elect Director Nido R. Qubein For For Management

2 Amend Omnibus Stock Plan For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Ratify Auditors For For Management

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

MARTEN TRANSPORT, LTD.

Ticker: MRTN Security ID: 573075108

Meeting Date: MAY 06, 2014 Meeting Type: Annual

Record Date: MAR 10, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Randolph L. Marten For For Management

1.2 Elect Director Larry B. Hagness For For Management

1.3 Elect Director Thomas J. Winkel For For Management

1.4 Elect Director Jerry M. Bauer For For Management

1.5 Elect Director Robert L. Demorest For For Management

1.6 Elect Director G. Larry Owens For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

4 Other Business For Against Management

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

MASIMO CORPORATION

Ticker: MASI Security ID: 574795100

Meeting Date: OCT 02, 2013 Meeting Type: Annual

Record Date: AUG 12, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Joe Kiani For For Management

1.2 Elect Director Jack Lasersohn For Against Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

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

MASIMO CORPORATION

Ticker: MASI Security ID: 574795100

Meeting Date: JUN 05, 2014 Meeting Type: Annual

Record Date: APR 14, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Steven J. Barker For Against Management

1.2 Elect Director Sanford Fitch For Against Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

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

MERCADOLIBRE, INC.

Ticker: MELI Security ID: 58733R102

Meeting Date: JUN 17, 2014 Meeting Type: Annual

Record Date: APR 21, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Susan Segal For For Management

1.2 Elect Director Michael Spence For Withhold Management

1.3 Elect Director Mario Eduardo Vazquez For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

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

MERIT MEDICAL SYSTEMS, INC.

Ticker: MMSI Security ID: 589889104

Meeting Date: JUN 11, 2014 Meeting Type: Annual

Record Date: APR 14, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Kent W. Stanger For For Management

1.2 Elect Director Nolan E. Karras For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Amend Omnibus Stock Plan For For Management

4 Ratify Auditors For For Management

5 Require Independent Board Chairman Against For Shareholder

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

MICROS SYSTEMS, INC.

Ticker: MCRS Security ID: 594901100

Meeting Date: NOV 22, 2013 Meeting Type: Annual

Record Date: SEP 17, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director A. L. Giannopoulos For For Management

1.2 Elect Director Peter A. Altabef For For Management

1.3 Elect Director Louis M. Brown, Jr. For For Management

1.4 Elect Director B. Gary Dando For For Management

1.5 Elect Director F. Suzanne Jenniches For For Management

1.6 Elect Director John G. Puente For For Management

1.7 Elect Director Dwight S. Taylor For For Management

2 Ratify Auditors For For Management

3 Amend Stock Option Plan For For Management

4 Amend Stock Option Plan For For Management

5 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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

MOBILE MINI, INC.

Ticker: MINI Security ID: 60740F105

Meeting Date: JUL 24, 2013 Meeting Type: Annual

Record Date: MAY 30, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Frederick McNamee, III For For Management

1.2 Elect Director Lawrence Trachtenberg For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

4 Amend Omnibus Stock Plan For Against Management

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

MOBILE MINI, INC.

Ticker: MINI Security ID: 60740F105

Meeting Date: APR 30, 2014 Meeting Type: Annual

Record Date: MAR 07, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Michael L. Watts For For Management

1.2 Elect Director Erik Olsson For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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

MONRO MUFFLER BRAKE, INC.

Ticker: MNRO Security ID: 610236101

Meeting Date: AUG 06, 2013 Meeting Type: Annual

Record Date: JUN 18, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Frederick M. Danziger For For Management

1.2 Elect Director Robert G. Gross For For Management

1.3 Elect Director Stephen C. McCluski For For Management

1.4 Elect Director Robert E. Mellor For For Management

1.5 Elect Director Peter J. Solomon For For Management

2 Amend Omnibus Stock Plan For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Ratify Auditors For For Management

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

MORNINGSTAR, INC.

Ticker: MORN Security ID: 617700109

Meeting Date: MAY 13, 2014 Meeting Type: Annual

Record Date: MAR 14, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Joe Mansueto For For Management

1b Elect Director Don Phillips For For Management

1c Elect Director Cheryl Francis For For Management

1d Elect Director Steve Kaplan For For Management

1e Elect Director Gail Landis For For Management

1f Elect Director Bill Lyons For For Management

1g Elect Director Jack Noonan For For Management

1h Elect Director Paul Sturm For For Management

1i Elect Director Hugh Zentmyer For For Management

2 Approve Executive Incentive Bonus Plan For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Ratify Auditors For For Management

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

MWI VETERINARY SUPPLY, INC.

Ticker: MWIV Security ID: 55402X105

Meeting Date: FEB 12, 2014 Meeting Type: Annual

Record Date: DEC 16, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Keith E. Alessi For For Management

1.2 Elect Director Bruce C. Bruckmann For For Management

1.3 Elect Director James F. Cleary, Jr. For For Management

1.4 Elect Director A. Craig Olson For For Management

1.5 Elect Director Robert N. Rebholtz, Jr. For For Management

1.6 Elect Director William J. Robison For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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

OMNICELL, INC.

Ticker: OMCL Security ID: 68213N109

Meeting Date: MAY 20, 2014 Meeting Type: Annual

Record Date: MAR 27, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Randy D. Lindholm For For Management

1.2 Elect Director Sara J. White For For Management

1.3 Elect Director Joanne B. Bauer For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

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

PALO ALTO NETWORKS, INC.

Ticker: PANW Security ID: 697435105

Meeting Date: DEC 11, 2013 Meeting Type: Annual

Record Date: OCT 22, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Asheem Chandna For For Management

1b Elect Director James J. Goetz For For Management

1c Elect Director Mark D. McLaughlin For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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

PIER 1 IMPORTS, INC.

Ticker: PIR Security ID: 720279108

Meeting Date: JUL 02, 2013 Meeting Type: Annual

Record Date: MAY 03, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Claire H. Babrowski For For Management

1.2 Elect Director Cheryl A. Bachelder For For Management

1.3 Elect Director John H. Burgoyne For For Management

1.4 Elect Director Hamish A. Dodds For For Management

1.5 Elect Director Brendan L. Hoffman For For Management

1.6 Elect Director Terry E. London For For Management

1.7 Elect Director Alexander W. Smith For For Management

1.8 Elect Director Cece Smith For For Management

2 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

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

PIER 1 IMPORTS, INC.

Ticker: PIR Security ID: 720279108

Meeting Date: JUN 20, 2014 Meeting Type: Annual

Record Date: APR 23, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Claire H. Babrowski For For Management

1.2 Elect Director Cheryl A. Bachelder For For Management

1.3 Elect Director Hamish A. Dodds For For Management

1.4 Elect Director Brendan L. Hoffman For For Management

1.5 Elect Director Terry E. London For For Management

1.6 Elect Director Cynthia P. McCague For For Management

1.7 Elect Director Michael A. Peel For For Management

1.8 Elect Director Ann M. Sardini For For Management

1.9 Elect Director Alexander W. Smith For For Management

2 Amend Nonqualified Employee Stock For For Management

Purchase Plan

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Ratify Auditors For For Management

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

POPEYES LOUISIANA KITCHEN, INC.

Ticker: PLKI Security ID: 732872106

Meeting Date: MAY 22, 2014 Meeting Type: Annual

Record Date: APR 04, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Krishnan Anand For For Management

1.2 Elect Director Victor Arias, Jr. For For Management

1.3 Elect Director Cheryl A. Bachelder For For Management

1.4 Elect Director Carolyn Hogan Byrd For For Management

1.5 Elect Director John M. Cranor, III For For Management

1.6 Elect Director R. William Ide, III For For Management

1.7 Elect Director Joel K. Manby For For Management

1.8 Elect Director Martyn R. Redgrave For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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

PRESTIGE BRANDS HOLDINGS, INC.

Ticker: PBH Security ID: 74112D101

Meeting Date: JUL 29, 2013 Meeting Type: Annual

Record Date: JUN 10, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Matthew M. Mannelly For For Management

1.2 Elect Director John E. Byom For For Management

1.3 Elect Director Gary E. Costley For For Management

1.4 Elect Director Charles J. Hinkaty For For Management

1.5 Elect Director Carl J. Johnson For For Management

2 Ratify Auditors For For Management

3 Amend Omnibus Stock Plan For For Management

4 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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

PRICESMART, INC.

Ticker: PSMT Security ID: 741511109

Meeting Date: JAN 22, 2014 Meeting Type: Annual

Record Date: NOV 29, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Sherry S. Bahrambeygui For For Management

1.2 Elect Director Gonzalo Barrutieta For For Management

1.3 Elect Director Katherine L. Hensley For For Management

1.4 Elect Director Leon C. Janks For For Management

1.5 Elect Director Jose Luis Laparte For For Management

1.6 Elect Director Mitchell G. Lynn For For Management

1.7 Elect Director Robert E. Price For For Management

1.8 Elect Director Edgar Zurcher For For Management

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

QUALYS, INC.

Ticker: QLYS Security ID: 74758T303

Meeting Date: JUN 04, 2014 Meeting Type: Annual

Record Date: APR 10, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Donald R. Dixon For For Management

1.2 Elect Director Peter Pace For For Management

2 Ratify Auditors For For Management

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

RBC BEARINGS INCORPORATED

Ticker: ROLL Security ID: 75524B104

Meeting Date: SEP 12, 2013 Meeting Type: Annual

Record Date: JUL 16, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Mitchell I. Quain For For Management

1.2 Elect Director Thomas J. O'Brien For For Management

1.3 Elect Director Edward D. Stewart For For Management

1.4 Elect Director Daniel A. Bergeron For For Management

2 Ratify Auditors For For Management

3 Approve Omnibus Stock Plan For For Management

4 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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

REGAL BELOIT CORPORATION

Ticker: RBC Security ID: 758750103

Meeting Date: APR 28, 2014 Meeting Type: Annual

Record Date: MAR 05, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Thomas J. Fischer For For Management

1b Elect Director Rakesh Sachdev For For Management

1c Elect Director Jane L. Warner For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

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

RF MICRO DEVICES, INC.

Ticker: RFMD Security ID: 749941100

Meeting Date: AUG 14, 2013 Meeting Type: Annual

Record Date: JUN 12, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Walter H. Wilkinson, Jr. For For Management

1.2 Elect Director Robert A. Bruggeworth For For Management

1.3 Elect Director Daniel A. DiLeo For For Management

1.4 Elect Director Jeffery R. Gardner For For Management

1.5 Elect Director John R. Harding For For Management

1.6 Elect Director Masood A. Jabbar For For Management

1.7 Elect Director Casimir S. Skrzypczak For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

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

ROADRUNNER TRANSPORTATION SYSTEMS, INC.

Ticker: RRTS Security ID: 76973Q105

Meeting Date: MAY 14, 2014 Meeting Type: Annual

Record Date: APR 08, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Christopher L. Doerr For Withhold Management

1.2 Elect Director James D. Staley For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Amend Omnibus Stock Plan For For Management

4 Ratify Auditors For For Management

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

ROSETTA RESOURCES INC.

Ticker: ROSE Security ID: 777779307

Meeting Date: MAY 16, 2014 Meeting Type: Annual

Record Date: MAR 21, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director James E. Craddock For For Management

1.2 Elect Director Matthew D. Fitzgerald For For Management

1.3 Elect Director Philip L. Frederickson For For Management

1.4 Elect Director Carin S. Knickel For For Management

1.5 Elect Director Holli C. Ladhani For For Management

1.6 Elect Director Donald D. Patteson, Jr. For For Management

1.7 Elect Director Jerry R. Schuyler For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

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

RPM INTERNATIONAL INC.

Ticker: RPM Security ID: 749685103

Meeting Date: OCT 10, 2013 Meeting Type: Annual

Record Date: AUG 16, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director David A. Daberko For Withhold Management

1.2 Elect Director Craig S. Morford For For Management

1.3 Elect Director Frank C. Sullivan For Withhold Management

1.4 Elect Director Thomas C. Sullivan For Withhold Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

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

SENSIENT TECHNOLOGIES CORPORATION

Ticker: SXT Security ID: 81725T100

Meeting Date: APR 24, 2014 Meeting Type: Proxy Contest

Record Date: FEB 28, 2014

# Proposal Mgt Rec Vote Cast Sponsor

Management Proxy (White Card) None

1.1 Elect Director Hank Brown For Withhold Management

1.2 Elect Director Edward H. Cichurski For Withhold Management

1.3 Elect Director Fergus M. Clydesdale For Withhold Management

1.4 Elect Director James A. D. Croft For Withhold Management

1.5 Elect Director William V. Hickey For Withhold Management

1.6 Elect Director Kenneth P. Manning For Withhold Management

1.7 Elect Director Paul Manning For Withhold Management

1.8 Elect Director Elaine R. Wedral For Withhold Management

1.9 Elect Director Essie Whitelaw For Withhold Management

2 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

3 Amend Executive Incentive Bonus Plan For For Management

4 Ratify Auditors For For Management

# Proposal Diss Rec Vote Cast Sponsor

Dissident Proxy (Green Card) None

1.1 Elect Director James R. Henderson For Did Not Vote Shareholder

1.2 Elect Director James E. Hyman For Did Not Vote Shareholder

1.3 Elect Director Stephen E. Loukas For Did Not Vote Shareholder

1.4 Elect Director William E. Redmond, Jr. For Did Not Vote Shareholder

1.5 Management Nominee - Hank Brown None Did Not Vote Shareholder

1.6 Management Nominee - Edward H. None Did Not Vote Shareholder

Cichurski

1.7 Management Nominee - Fergus M. None Did Not Vote Shareholder

Clydesdale

1.8 Management Nominee - Paul Manning None Did Not Vote Shareholder

1.9 Management Nominee - Elaine R. Wedral None Did Not Vote Shareholder

2 Advisory Vote to Ratify Named None Did Not Vote Management

Executive Officers' Compensation

3 Amend Executive Incentive Bonus Plan None Did Not Vote Management

4 Ratify Auditors None Did Not Vote Management

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

SIRONA DENTAL SYSTEMS, INC.

Ticker: SIRO Security ID: 82966C103

Meeting Date: FEB 19, 2014 Meeting Type: Annual

Record Date: DEC 23, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director William K. Hood For For Management

1.2 Elect Director Thomas Jetter For For Management

1.3 Elect Director Harry M. Jansen For For Management

Kraemer, Jr.

1.4 Elect Director Jeffrey T. Slovin For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Declassify the Board of Directors For For Management

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

SM ENERGY COMPANY

Ticker: SM Security ID: 78454L100

Meeting Date: MAY 20, 2014 Meeting Type: Annual

Record Date: MAR 21, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Anthony J. Best For For Management

1.2 Elect Director Larry W. Bickle For For Management

1.3 Elect Director Stephen R. Brand For For Management

1.4 Elect Director William J. Gardiner For For Management

1.5 Elect Director Loren M. Leiker For For Management

1.6 Elect Director Julio M. Quintana For For Management

1.7 Elect Director John M. Seidl For For Management

1.8 Elect Director William D. Sullivan For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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

SODASTREAM INTERNATIONAL LTD.

Ticker: SODA Security ID: M9068E105

Meeting Date: DEC 23, 2013 Meeting Type: Annual

Record Date: NOV 22, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1 Reelect Yuval Cohen as Class II For For Management

Director Until the Annual Meeting of

2015

2 Reelect David Morris as Class III For For Management

Director Until the Annual Meeting of

2016

3 Reelect Eytan Glazer as External For For Management

Director for a Three Year Term

4 Reelect Lauri A. Hanover as External For For Management

Director for a Three Year Term

5 Approve Compensation Policy for the For For Management

Directors and Officers of the Company

6 Amend Stock Option Plan by Increasing For For Management

the Number of Ordinary Shares Reserved

under the Company's 2010 ESOP

7 Approve Non-Employee Director Stock For For Management

Option Grant

8 Reappoint KPMG Somekh Chaikin as For For Management

Auditors and Authorize Board to Fix

Their Remuneration

9 Discuss Financial Statements and the None None Management

Report of the Board for 2012

10 Other Business, (Voting if Applicable) For Against Management

A Vote FOR if you are a controlling None Against Management

shareholder or have a personal

interest in one or several

resolutions, as indicated in the proxy

card; otherwise, vote AGAINST. You may

not abstain. If you vote FOR, please

provide an explanation to your account

manager

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

SP PLUS CORPORATION

Ticker: SP Security ID: 78469C103

Meeting Date: APR 22, 2014 Meeting Type: Annual

Record Date: MAR 03, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Charles L. Biggs For For Management

1.2 Elect Director Karen M. Garrison For For Management

1.3 Elect Director Paul Halpern For For Management

1.4 Elect Director Robert S. Roath For For Management

1.5 Elect Director Jonathan P. Ward For For Management

1.6 Elect Director Myron C. Warshauer For For Management

1.7 Elect Director James A. Wilhelm For For Management

1.8 Elect Director Gordon H. Woodward For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

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

STERIS CORPORATION

Ticker: STE Security ID: 859152100

Meeting Date: JUL 25, 2013 Meeting Type: Annual

Record Date: MAY 28, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Richard C. Breeden For For Management

1.2 Elect Director Cynthia L. Feldmann For For Management

1.3 Elect Director Jacqueline B. Kosecoff For For Management

1.4 Elect Director David B. Lewis For For Management

1.5 Elect Director Kevin M. McMullen For For Management

1.6 Elect Director Walter M Rosebrough, Jr. For For Management

1.7 Elect Director Mohsen M. Sohi For For Management

1.8 Elect Director John P. Wareham For For Management

1.9 Elect Director Loyal W. Wilson For For Management

1.10 Elect Director Michael B. Wood For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

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

SUMMIT HOTEL PROPERTIES, INC.

Ticker: INN Security ID: 866082100

Meeting Date: JUN 16, 2014 Meeting Type: Annual

Record Date: APR 16, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Kerry W. Boekelheide For For Management

1.2 Elect Director Daniel P. Hansen For For Management

1.3 Elect Director Bjorn R. L. Hanson For For Management

1.4 Elect Director Thomas W. Storey For For Management

1.5 Elect Director Wayne W. Wielgus For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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

SYNTEL, INC.

Ticker: SYNT Security ID: 87162H103

Meeting Date: JUN 03, 2014 Meeting Type: Annual

Record Date: APR 08, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Paritosh K. Choksi For For Management

1.2 Elect Director Bharat Desai For For Management

1.3 Elect Director Thomas Doke For For Management

1.4 Elect Director Rajesh Mashruwala For For Management

1.5 Elect Director George R. Mrkonic, Jr. For For Management

1.6 Elect Director Prashant Ranade For For Management

1.7 Elect Director Neerja Sethi For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

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

TANGOE, INC.

Ticker: TNGO Security ID: 87582Y108

Meeting Date: JUN 05, 2014 Meeting Type: Annual

Record Date: APR 11, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director James D. Foy For For Management

1.2 Elect Director Richard S. Pontin For For Management

1.3 Elect Director Albert R. Subbloie, Jr. For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Amend Omnibus Stock Plan For Against Management

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

TECHNE CORPORATION

Ticker: TECH Security ID: 878377100

Meeting Date: OCT 31, 2013 Meeting Type: Annual

Record Date: SEP 06, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Charles R. Kummeth For For Management

1.2 Elect Director Robert V. Baumgartner For For Management

1.3 Elect Director Roger C. Lucas For For Management

1.4 Elect Director Howard V. O'Connell For For Management

1.5 Elect Director Randolph C Steer For For Management

1.6 Elect Director Charles A. Dinarello For For Management

1.7 Elect Director Karen A. Holbrook For For Management

1.8 Elect Director John L. Higgins For For Management

1.9 Elect Director Roeland Nusse For For Management

2 Fix Number of Directors at Nine For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Ratify Auditors For For Management

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

TELEFLEX INCORPORATED

Ticker: TFX Security ID: 879369106

Meeting Date: MAY 02, 2014 Meeting Type: Annual

Record Date: MAR 03, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director George Babich, Jr. For For Management

1b Elect Director William R. Cook For For Management

1c Elect Director Stephen K. Klasko For For Management

1d Elect Director Benson F. Smith For For Management

2 Approve Omnibus Stock Plan For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Ratify Auditors For For Management

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

THE HILLSHIRE BRANDS COMPANY

Ticker: HSH Security ID: 432589109

Meeting Date: OCT 24, 2013 Meeting Type: Annual

Record Date: SEP 03, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Todd A. Becker For For Management

1b Elect Director Christopher B. Begley For For Management

1c Elect Director Ellen L. Brothers For For Management

1d Elect Director Sean M. Connolly For For Management

1e Elect Director Laurette T. Koellner For For Management

1f Elect Director Craig P. Omtvedt For For Management

1g Elect Director Ian Prosser For For Management

1h Elect Director Jonathan P. Ward For For Management

1i Elect Director James D. White For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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

THE MIDDLEBY CORPORATION

Ticker: MIDD Security ID: 596278101

Meeting Date: MAY 06, 2014 Meeting Type: Annual

Record Date: MAR 14, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Selim A. Bassoul For For Management

1.2 Elect Director Sarah Palisi Chapin For For Management

1.3 Elect Director Robert B. Lamb For For Management

1.4 Elect Director John R. Miller, III For For Management

1.5 Elect Director Gordon O'Brien For For Management

1.6 Elect Director Philip G. Putnam For For Management

1.7 Elect Director Sabin C. Streeter For For Management

2 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

3 Increase Authorized Common Stock For Against Management

4 Ratify Auditors For For Management

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

THOR INDUSTRIES, INC.

Ticker: THO Security ID: 885160101

Meeting Date: DEC 10, 2013 Meeting Type: Annual

Record Date: OCT 21, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Peter B. Orthwein For For Management

1.2 Elect Director James L. Ziemer For For Management

1.3 Elect Director Robert W. Martin For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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

THORATEC CORPORATION

Ticker: THOR Security ID: 885175307

Meeting Date: MAY 21, 2014 Meeting Type: Annual

Record Date: MAR 28, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Neil F. Dimick For For Management

1.2 Elect Director Gerhard F. Burbach For For Management

1.3 Elect Director J. Daniel Cole For For Management

1.4 Elect Director Steven H. Collis For For Management

1.5 Elect Director D. Keith Grossman For For Management

1.6 Elect Director William A. Hawkins, III For For Management

1.7 Elect Director Paul A. LaViolette For For Management

1.8 Elect Director Martha H. Marsh For For Management

1.9 Elect Director Todd C. Schermerhorn For For Management

2 Amend Director Liability and For For Management

Indemnification

3 Issue Updated Indemnification For For Management

Agreements to Directors

4 Amend Omnibus Stock Plan For For Management

5 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

6 Ratify Auditors For For Management

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TORNIER N.V.

Ticker: TRNX Security ID: N87237108

Meeting Date: JUN 26, 2014 Meeting Type: Annual

Record Date: MAY 29, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Alain Tornier For For Management

1b Elect Director Elizabeth H. Weatherman For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Ernst & Young LLP Accountants For For Management

as Auditors

4 Ratify Ernst & Young LLP as Auditors For For Management

for Dutch Statutory Accounts

5 Adopt Dutch Statutory Annual Accounts For For Management

6 Authorize Preparation of Dutch For For Management

Statutory Annual Accounts and Annual

Report In English language

7 Approve Discharge of Management Board For For Management

8 Authorize Repurchase of Up to 10 For For Management

Percent of Issued Share Capital

9 Authorize Management to Issue Shares For For Management

10 Authorize Management to Exclude For For Management

Preemptive Rights from Share Issuances

Under Item 9

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TREEHOUSE FOODS, INC.

Ticker: THS Security ID: 89469A104

Meeting Date: APR 24, 2014 Meeting Type: Annual

Record Date: FEB 28, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Dennis F. O'Brien For For Management

1.2 Elect Director Sam K. Reed For For Management

1.3 Elect Director Ann M. Sardini For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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TUPPERWARE BRANDS CORPORATION

Ticker: TUP Security ID: 899896104

Meeting Date: MAY 09, 2014 Meeting Type: Annual

Record Date: MAR 17, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Catherine A. Bertini For For Management

1.2 Elect Director Susan M. Cameron For For Management

1.3 Elect Director Kriss Cloninger, III For For Management

1.4 Elect Director E. V. Goings For For Management

1.5 Elect Director Joe R. Lee For For Management

1.6 Elect Director Angel R. Martinez For For Management

1.7 Elect Director Antonio Monteiro de For For Management

Castro

1.8 Elect Director Robert J. Murray For For Management

1.9 Elect Director David R. Parker For For Management

1.10 Elect Director Joyce M. Roche For For Management

1.11 Elect Director M. Anne Szostak For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

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ULTA SALON, COSMETICS & FRAGRANCE, INC.

Ticker: ULTA Security ID: 90384S303

Meeting Date: JUN 05, 2014 Meeting Type: Annual

Record Date: APR 07, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Mary N. Dillon For For Management

1.2 Elect Director Dennis K. Eck For For Management

1.3 Elect Director Charles J. Philippin For For Management

1.4 Elect Director Vanessa A. Wittman For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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UNITED NATURAL FOODS, INC.

Ticker: UNFI Security ID: 911163103

Meeting Date: DEC 18, 2013 Meeting Type: Annual

Record Date: OCT 21, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Gail A. Graham For For Management

1b Elect Director Ann Torre Bates For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Amend Certificate of Incorporation to For For Management

Declassify the Board of Directors

5 Amend Bylaws to Declassify the Board For For Management

of Directors

6 Reduce Supermajority Vote Requirement Against For Shareholder

7 Pro-rata Vesting of Equity Plan Against For Shareholder

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VERIFONE SYSTEMS, INC.

Ticker: PAY Security ID: 92342Y109

Meeting Date: JUN 17, 2014 Meeting Type: Annual

Record Date: APR 25, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Robert W. Alspaugh For For Management

1.2 Elect Director Paul Galant For For Management

1.3 Elect Director Alex W. (Pete) Hart For For Management

1.4 Elect Director Robert B. Henske For For Management

1.5 Elect Director Wenda Harris Millard For For Management

1.6 Elect Director Eitan Raff For For Management

1.7 Elect Director Jonathan I. Schwartz For For Management

1.8 Elect Director Jane J. Thompson For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

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VITAMIN SHOPPE, INC.

Ticker: VSI Security ID: 92849E101

Meeting Date: JUN 04, 2014 Meeting Type: Annual

Record Date: APR 09, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director B. Michael Becker For For Management

1.2 Elect Director Catherine E. Buggeln For For Management

1.3 Elect Director Deborah M. Derby For Against Management

1.4 Elect Director John H. Edmondson For For Management

1.5 Elect Director David H. Edwab For For Management

1.6 Elect Director Richard L. Markee For For Management

1.7 Elect Director Richard L. Perkal For For Management

1.8 Elect Director Beth M. Pritchard For For Management

1.9 Elect Director Katherine Savitt For For Management

1.10 Elect Director Anthony N. Truesdale For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

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WADDELL & REED FINANCIAL, INC.

Ticker: WDR Security ID: 930059100

Meeting Date: APR 16, 2014 Meeting Type: Annual

Record Date: FEB 19, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Sharilyn S. Gasaway For For Management

1.2 Elect Director Alan W. Kosloff For For Management

1.3 Elect Director Jerry W. Walton For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Amend Executive Incentive Bonus Plan For For Management

4 Ratify Auditors For For Management

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WEX INC.

Ticker: WEX Security ID: 96208T104

Meeting Date: MAY 16, 2014 Meeting Type: Annual

Record Date: MAR 18, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Michael E. Dubyak For For Management

1.2 Elect Director Eric Duprat For For Management

1.3 Elect Director Ronald T. Maheu For For Management

1.4 Elect Director Rowland T. Moriarty For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

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WOODWARD, INC.

Ticker: WWD Security ID: 980745103

Meeting Date: JAN 22, 2014 Meeting Type: Annual

Record Date: NOV 25, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Mary L. Petrovich For For Management

1.2 Elect Director Larry E. Rittenberg For For Management

1.3 Elect Director Paul Donovan For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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WORKDAY, INC.

Ticker: WDAY Security ID: 98138H101

Meeting Date: JUN 03, 2014 Meeting Type: Annual

Record Date: APR 04, 2014

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Christa Davies For For Management

1.2 Elect Director George J. Still, Jr. For For Management

2 Ratify Auditors For For Management

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

Any ballot marked 'Abstain' is considered to have been voted. Ballots marked 'Abstain' are considered to have been voted against management's recommendation, regardless of whether the recommendation is 'For' or 'Against,' except where management has made no recommendation or has recommended that shareholders 'Abstain.'

Where management has recommended that shareholders 'Abstain' from voting on a ballot item: 1) a ballot marked 'Abstain' is considered to have been voted for management's recommendation to 'Abstain' and 2) a ballot voted 'For" or 'Against' is considered to have been voted against management's recommendation to 'Abstain.'

Where management has made no recommendation on a ballot item, the abbreviation "N/A" is used to denote that there is no applicable recommendation compared to which a vote may be 'For' or 'Against' the recommendation of management.

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)	Nicholas Limited Edition, Inc.

By (Signature and Title)	/s/ David O. Nicholas
	David O. Nicholas, Principal Executive Officer

Date	08/22/2014