N-PX 1 d205207dnpx.txt ZWEIG FUND INC/MD/ 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: 811-04739 THE ZWEIG FUND, INC. -------------------------------------------------------------------------------- (exact name of registrant as specified in charter) 101 Munson Street, Greenfield, MA 01301 -------------------------------------------------------------------------------- (Address of principal executive offices) William Renahan, Esq., Virtus Investment Partners, Inc. 100 Pearl Street, Hartford, CT 06103 -------------------------------------------------------------------------------- (Name and Address of agent for service) Registrant's telephone number, including area code: 800-243-1574 Date of Fiscal Year End: 12/31 Date of Reporting Period: 07/01/2015 - 06/30/2016 ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-04739 Reporting Period: 07/01/2015 - 06/30/2016 Zweig Fund Inc =============================== Zweig Fund, Inc ================================ ABBOTT LABORATORIES Ticker: ABT Security ID: 002824100 Meeting Date: APR 29, 2016 Meeting Type: Annual Record Date: MAR 02, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert J. Alpern For For Management 1.2 Elect Director Roxanne S. Austin For For Management 1.3 Elect Director Sally E. Blount For For Management 1.4 Elect Director W. James Farrell For For Management 1.5 Elect Director Edward M. Liddy For For Management 1.6 Elect Director Nancy McKinstry For For Management 1.7 Elect Director Phebe N. Novakovic For For Management 1.8 Elect Director William A. Osborn For For Management 1.9 Elect Director Samuel C. Scott, III For For Management 1.10 Elect Director Glenn F. Tilton For For Management 1.11 Elect Director Miles D. White For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- ALASKA AIR GROUP, INC. Ticker: ALK Security ID: 011659109 Meeting Date: MAY 12, 2016 Meeting Type: Annual Record Date: MAR 18, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Patricia M. Bedient For For Management 1b Elect Director Marion C. Blakey For For Management 1c Elect Director Phyllis J. Campbell For For Management 1d Elect Director Dhiren R. Fonseca For For Management 1e Elect Director Jessie J. Knight, Jr. For For Management 1f Elect Director Dennis F. Madsen For For Management 1g Elect Director Helvi K. Sandvik For For Management 1h Elect Director Katherine J. Savitt For For Management 1i Elect Director J. Kenneth Thompson For For Management 1j Elect Director Bradley D. Tilden For For Management 1k Elect Director Eric K. Yeaman 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 KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- ALCOA INC. Ticker: AA Security ID: 013817101 Meeting Date: MAY 06, 2016 Meeting Type: Annual Record Date: FEB 24, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Arthur D. Collins, Jr. For For Management 1.2 Elect Director Sean O. Mahoney For For Management 1.3 Elect Director Michael G. Morris For For Management 1.4 Elect Director E. Stanley O'Neal For For Management 1.5 Elect Director Carol L. Roberts For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management 5 Amend Executive Incentive Bonus Plan For For Management 6 Require Independent Board Chairman Against For Shareholder -------------------------------------------------------------------------------- ANALOG DEVICES, INC. Ticker: ADI Security ID: 032654105 Meeting Date: MAR 09, 2016 Meeting Type: Annual Record Date: JAN 08, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Ray Stata For For Management 1b Elect Director Vincent T. Roche For For Management 1c Elect Director Richard M. Beyer For For Management 1d Elect Director James A. Champy For For Management 1e Elect Director Bruce R. Evans For For Management 1f Elect Director Edward H. Frank For For Management 1g Elect Director John C. Hodgson For For Management 1h Elect Director Neil Novich For For Management 1i Elect Director Kenton J. Sicchitano For For Management 1j Elect Director Lisa T. Su For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- APPLE INC. Ticker: AAPL Security ID: 037833100 Meeting Date: FEB 26, 2016 Meeting Type: Annual Record Date: DEC 28, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James Bell For For Management 1.2 Elect Director Tim Cook For For Management 1.3 Elect Director Al Gore For For Management 1.4 Elect Director Bob Iger For For Management 1.5 Elect Director Andrea Jung For For Management 1.6 Elect Director Art Levinson For For Management 1.7 Elect Director Ron Sugar For For Management 1.8 Elect Director Sue Wagner For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management 5 Create Feasibility Plan for Net-Zero Against Against Shareholder GHG Emissions, Including for Major Suppliers 6 Adopt Policy to Increase Diversity of Against Against Shareholder Senior Management and Board of Directors 7 Report on Guidelines for Country Against Against Shareholder Selection 8 Adopt Proxy Access Right Against For Shareholder -------------------------------------------------------------------------------- ARCHER-DANIELS-MIDLAND COMPANY Ticker: ADM Security ID: 039483102 Meeting Date: MAY 05, 2016 Meeting Type: Annual Record Date: MAR 10, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan L. Boeckmann For For Management 1.2 Elect Director Mollie Hale Carter For For Management 1.3 Elect Director Terrell K. Crews For For Management 1.4 Elect Director Pierre Dufour For For Management 1.5 Elect Director Donald E. Felsinger For For Management 1.6 Elect Director Juan R. Luciano For For Management 1.7 Elect Director Antonio Maciel Neto For For Management 1.8 Elect Director Patrick J. Moore For For Management 1.9 Elect Director Francisco Sanchez For For Management 1.10 Elect Director Debra A. Sandler For For Management 1.11 Elect Director Daniel Shih For For Management 1.12 Elect Director Kelvin R. Westbrook For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- BECTON, DICKINSON AND COMPANY Ticker: BDX Security ID: 075887109 Meeting Date: JAN 26, 2016 Meeting Type: Annual Record Date: DEC 04, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Basil L. Anderson For For Management 1.2 Elect Director Catherine M. Burzik For For Management 1.3 Elect Director Vincent A. Forlenza For For Management 1.4 Elect Director Claire M. Fraser For For Management 1.5 Elect Director Christopher Jones For For Management 1.6 Elect Director Marshall O. Larsen For For Management 1.7 Elect Director Gary A. Mecklenburg For For Management 1.8 Elect Director James F. Orr For For Management 1.9 Elect Director Willard J. Overlock, Jr. For For Management 1.10 Elect Director Claire Pomeroy For For Management 1.11 Elect Director Rebecca W. Rimel For For Management 1.12 Elect Director Bertram L. Scott For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- BIOGEN INC. Ticker: BIIB Security ID: 09062X103 Meeting Date: JUN 08, 2016 Meeting Type: Annual Record Date: APR 11, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Alexander J. Denner For For Management 1b Elect Director Caroline D. Dorsa For For Management 1c Elect Director Nancy L. Leaming For For Management 1d Elect Director Richard C. Mulligan For For Management 1e Elect Director Robert W. Pangia For For Management 1f Elect Director Stelios Papadopoulos For For Management 1g Elect Director Brian S. Posner For For Management 1h Elect Director Eric K. Rowinsky For For Management 1i Elect Director George A. Scangos For For Management 1j Elect Director Lynn Schenk For For Management 1k Elect Director Stephen A. Sherwin For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- BLACKROCK, INC. Ticker: BLK Security ID: 09247X101 Meeting Date: MAY 25, 2016 Meeting Type: Annual Record Date: MAR 30, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Abdlatif Yousef Al-Hamad For Against Management 1b Elect Director Mathis Cabiallavetta For For Management 1c Elect Director Pamela Daley For For Management 1d Elect Director William S. Demchak For For Management 1e Elect Director Jessica P. Einhorn For For Management 1f Elect Director Laurence D. Fink For For Management 1g Elect Director Fabrizio Freda For For Management 1h Elect Director Murry S. Gerber For For Management 1i Elect Director James Grosfeld For For Management 1j Elect Director Robert S. Kapito For For Management 1k Elect Director David H. Komansky For For Management 1l Elect Director Deryck Maughan For For Management 1m Elect Director Cheryl D. Mills For For Management 1n Elect Director Gordon M. Nixon For For Management 1o Elect Director Thomas H. O'Brien For For Management 1p Elect Director Ivan G. Seidenberg For For Management 1q Elect Director Marco Antonio Slim Domit For For Management 1r Elect Director John S. Varley For For Management 1s Elect Director Susan L. Wagner For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors 4 Provide Proxy Access Right For For Management 5 Report on Proxy Voting and Executive Against Against Shareholder Compensation -------------------------------------------------------------------------------- DANAHER CORPORATION Ticker: DHR Security ID: 235851102 Meeting Date: MAY 10, 2016 Meeting Type: Annual Record Date: MAR 14, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Donald J. Ehrlich For Against Management 1.2 Elect Director Linda Hefner Filler For For Management 1.3 Elect Director Thomas P. Joyce, Jr. For For Management 1.4 Elect Director Teri List-Stoll For Against Management 1.5 Elect Director Walter G. Lohr, Jr. For For Management 1.6 Elect Director Mitchell P. Rales For For Management 1.7 Elect Director Steven M. Rales For For Management 1.8 Elect Director John T. Schwieters For Against Management 1.9 Elect Director Alan G. Spoon For For Management 1.10 Elect Director Elias A. Zerhouni For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Report on Political Contributions Against For Shareholder 5 Amend Bylaws - Call Special Meetings Against For Shareholder -------------------------------------------------------------------------------- FACEBOOK, INC. Ticker: FB Security ID: 30303M102 Meeting Date: JUN 20, 2016 Meeting Type: Annual Record Date: APR 29, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Marc L. Andreessen For Withhold Management 1.2 Elect Director Erskine B. Bowles For Withhold Management 1.3 Elect Director Susan D. For Withhold Management Desmond-Hellmann 1.4 Elect Director Reed Hastings For For Management 1.5 Elect Director Jan Koum For Withhold Management 1.6 Elect Director Sheryl K. Sandberg For Withhold Management 1.7 Elect Director Peter A. Thiel For For Management 1.8 Elect Director Mark Zuckerberg For Withhold Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify the Grant of Restricted Stock For Against Management Units to Non-Employee Directors 5 Ratify the Grant of Restricted Stock For Against Management Units to Non-Employee Directors 6 Approve Annual Compensation Program For Against Management for Non-employee Directors 7A Amend Certificate of Incorporation to For Against Management Establish the Class C Capital Stock and to Make Certain Clarifying Changes 7B Increase Authorized Common Stock For Against Management 7C Amend Certificate of Incorporation to For For Management Provide Equal Treatment of Shares of Class A Common Stock, Class B Common Stock, and Class C Capital Stock 7D Amend Certificate of Incorporation to For For Management Provide for Additional Events 8 Amend Omnibus Stock Plan For Against Management 9 Approve Recapitalization Plan for all Against For Shareholder Stock to Have One-vote per Share 10 Report on Sustainability Against For Shareholder 11 Report on Lobbying Payments and Policy Against For Shareholder 12 Establish International Policy Board Against Against Shareholder Committee 13 Report on Gender Pay Gap Against For Shareholder -------------------------------------------------------------------------------- FEDEX CORPORATION Ticker: FDX Security ID: 31428X106 Meeting Date: SEP 28, 2015 Meeting Type: Annual Record Date: AUG 03, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James L. Barksdale For For Management 1.2 Elect Director John A. Edwardson For For Management 1.3 Elect Director Marvin R. Ellison For For Management 1.4 Elect Director Kimberly A. Jabal For For Management 1.5 Elect Director Shirley Ann Jackson For For Management 1.6 Elect Director Gary W. Loveman For For Management 1.7 Elect Director R. Brad Martin For For Management 1.8 Elect Director Joshua Cooper Ramo For For Management 1.9 Elect Director Susan C. Schwab For For Management 1.10 Elect Director Frederick W. Smith For For Management 1.11 Elect Director David P. Steiner For For Management 1.12 Elect Director Paul S. Walsh For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Require Independent Board Chairman Against For Shareholder 5 Adopt Policy Prohibiting Tax Payments Against For Shareholder on Restricted Stock Awards 6 Clawback of Incentive Payments Against For Shareholder 7 Adopt Proxy Access Right Against For Shareholder 8 Report on Political Contributions Against For Shareholder 9 Report on Lobbying Payments and Policy Against For Shareholder 10 Report on Consistency Between Against Against Shareholder Corporate Values and Political Contributions -------------------------------------------------------------------------------- FIVE BELOW, INC. Ticker: FIVE Security ID: 33829M101 Meeting Date: JUN 21, 2016 Meeting Type: Annual Record Date: APR 26, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1A Elect Director Catherine E. Buggeln For For Management 1B Elect Director Michael F. Devine, III For For Management 1C Elect Director Ronald L. Sargent For For Management 1D Elect Director Daniel J. Kaufman For For Management 1E Elect Director Richard L. Markee For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Approve Executive Incentive Bonus Plan For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- GENERAL DYNAMICS CORPORATION Ticker: GD Security ID: 369550108 Meeting Date: MAY 04, 2016 Meeting Type: Annual Record Date: MAR 03, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mary T. Barra For For Management 1.2 Elect Director Nicholas D. Chabraja For For Management 1.3 Elect Director James S. Crown For For Management 1.4 Elect Director Rudy F. deLeon For For Management 1.5 Elect Director William P. Fricks For For Management 1.6 Elect Director John M. Keane For For Management 1.7 Elect Director Lester L. Lyles For For Management 1.8 Elect Director Mark M. Malcolm For For Management 1.9 Elect Director James N. Mattis For For Management 1.10 Elect Director Phebe N. Novakovic For For Management 1.11 Elect Director William A. Osborn For For Management 1.12 Elect Director Laura J. Schumacher For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Executive Incentive Bonus Plan For For Management 5 Adopt and Issue General Payout Policy Against Against Shareholder Regarding Share Repurchases -------------------------------------------------------------------------------- GILEAD SCIENCES, INC. Ticker: GILD Security ID: 375558103 Meeting Date: MAY 11, 2016 Meeting Type: Annual Record Date: MAR 16, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director John F. Cogan For For Management 1b Elect Director Kevin E. Lofton For For Management 1c Elect Director John W. Madigan For For Management 1d Elect Director John C. Martin For For Management 1e Elect Director John F. Milligan For For Management 1f Elect Director Nicholas G. Moore For For Management 1g Elect Director Richard J. Whitley For For Management 1h Elect Director Gayle E. Wilson For For Management 1i Elect Director Per Wold-Olsen For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- HCA HOLDINGS, INC. Ticker: HCA Security ID: 40412C101 Meeting Date: APR 28, 2016 Meeting Type: Annual Record Date: MAR 04, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director R. Milton Johnson For For Management 1b Elect Director Robert J. Dennis For For Management 1c Elect Director Nancy-Ann DeParle For For Management 1d Elect Director Thomas F. Frist, III For For Management 1e Elect Director William R. Frist For For Management 1f Elect Director Charles O. Holliday, Jr. For For Management 1g Elect Director Ann H. Lamont For For Management 1h Elect Director Jay O. Light For For Management 1i Elect Director Geoffrey G. Meyers For For Management 1j Elect Director Michael W. Michelson For For Management 1k Elect Director Wayne J. Riley For For Management 1l Elect Director John W. Rowe For For Management 2 Amend Omnibus Stock Plan For Against Management 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Require a Majority Vote for the Against Against Shareholder Election of Directors -------------------------------------------------------------------------------- JOHNSON & JOHNSON Ticker: JNJ Security ID: 478160104 Meeting Date: APR 28, 2016 Meeting Type: Annual Record Date: MAR 01, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Mary C. Beckerle For For Management 1b Elect Director D. Scott Davis For For Management 1c Elect Director Ian E. L. Davis For For Management 1d Elect Director Alex Gorsky For For Management 1e Elect Director Susan L. Lindquist For For Management 1f Elect Director Mark B. McClellan For For Management 1g Elect Director Anne M. Mulcahy For For Management 1h Elect Director William D. Perez For For Management 1i Elect Director Charles Prince For For Management 1j Elect Director A. Eugene Washington For For Management 1k Elect Director Ronald A. Williams For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Adopt a Payout Policy Giving Against Against Shareholder Preference to Share Buybacks Over Dividends 5 Require Independent Board Chairman Against For Shareholder 6 Report on Lobbying Payments and Policy Against Against Shareholder 7 Report on Policies for Safe Disposal Against Against Shareholder of Prescription Drugs by Users -------------------------------------------------------------------------------- JPMORGAN CHASE & CO. Ticker: JPM Security ID: 46625H100 Meeting Date: MAY 17, 2016 Meeting Type: Annual Record Date: MAR 18, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Linda B. Bammann For For Management 1b Elect Director James A. Bell For For Management 1c Elect Director Crandall C. Bowles For For Management 1d Elect Director Stephen B. Burke For For Management 1e Elect Director James S. Crown For For Management 1f Elect Director James Dimon For For Management 1g Elect Director Timothy P. Flynn For For Management 1h Elect Director Laban P. Jackson, Jr. For For Management 1i Elect Director Michael A. Neal For For Management 1j Elect Director Lee R. Raymond For For Management 1k Elect Director William C. Weldon For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Require Independent Board Chairman Against For Shareholder 5 Provide Vote Counting to Exclude Against Against Shareholder Abstentions 6 Prohibit Accelerated Vesting of Awards Against For Shareholder to Pursue Government Service 7 Appoint Committee to Explore the Against Against Shareholder Feasibly to Divest Non-Core Banking Segments 8 Clawback Amendment Against Against Shareholder 9 Adopt Executive Compensation Against Against Shareholder Philosophy with Social Factors -------------------------------------------------------------------------------- LINCOLN NATIONAL CORPORATION Ticker: LNC Security ID: 534187109 Meeting Date: MAY 27, 2016 Meeting Type: Annual Record Date: MAR 21, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William H. Cunningham For For Management 1.2 Elect Director George W. Henderson, III For For Management 1.3 Elect Director Eric G. Johnson For For Management 1.4 Elect Director M. Leanne Lachman For For Management 1.5 Elect Director William Porter Payne For For Management 1.6 Elect Director Patrick S. Pittard For For Management 1.7 Elect Director Isaiah Tidwell For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Reduce Supermajority Vote Requirement Against For Shareholder -------------------------------------------------------------------------------- MASTERCARD INCORPORATED Ticker: MA Security ID: 57636Q104 Meeting Date: JUN 28, 2016 Meeting Type: Annual Record Date: APR 29, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Richard Haythornthwaite For For Management 1b Elect Director Ajay Banga For For Management 1c Elect Director Silvio Barzi For For Management 1d Elect Director David R. Carlucci For For Management 1e Elect Director Steven J. Freiberg For For Management 1f Elect Director Julius Genachowski For For Management 1g Elect Director Merit E. Janow For For Management 1h Elect Director Nancy J. Karch For For Management 1i Elect Director Oki Matsumoto For Against Management 1j Elect Director Rima Qureshi For For Management 1k Elect Director Jose Octavio Reyes For For Management Lagunes 1l Elect Director Jackson Tai For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- MCDONALD'S CORPORATION Ticker: MCD Security ID: 580135101 Meeting Date: MAY 26, 2016 Meeting Type: Annual Record Date: MAR 28, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Lloyd Dean For For Management 1b Elect Director Stephen Easterbrook For For Management 1c Elect Director Robert Eckert For For Management 1d Elect Director Margaret Georgiadis For For Management 1e Elect Director Enrique Hernandez, Jr. For For Management 1f Elect Director Jeanne Jackson For For Management 1g Elect Director Richard Lenny For For Management 1h Elect Director Walter Massey For For Management 1i Elect Director John Mulligan For For Management 1j Elect Director Sheila Penrose For For Management 1k Elect Director John Rogers, Jr. For For Management 1l Elect Director Miles White For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Provide Vote Counting to Exclude Against Against Shareholder Abstentions 5 Provide Right to Act by Written Consent Against For Shareholder 6 Adopt Holy Land Principles Against Against Shareholder 7 Adopt Policy to Ban Non-Therapeutic Against For Shareholder Use of Antibiotics in Meat Supply Chain 8 Report on Consistency Between Against Against Shareholder Corporate Values and Political Contributions 9 Report on Consistency Between Against Against Shareholder Corporate Values and Political Activities -------------------------------------------------------------------------------- MICHAEL KORS HOLDINGS LIMITED Ticker: KORS Security ID: G60754101 Meeting Date: JUL 30, 2015 Meeting Type: Annual Record Date: JUN 01, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director M. William Benedetto For For Management 1b Elect Director Stephen F. Reitman For For Management 1c Elect Director Jean Tomlin For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- MOHAWK INDUSTRIES, INC. Ticker: MHK Security ID: 608190104 Meeting Date: MAY 19, 2016 Meeting Type: Annual Record Date: MAR 28, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joseph A. Onorato For For Management 1.2 Elect Director William H. Runge, III For For Management 1.3 Elect Director W. Christopher Wellborn For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- PEPSICO, INC. Ticker: PEP Security ID: 713448108 Meeting Date: MAY 04, 2016 Meeting Type: Annual Record Date: FEB 26, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Shona L. Brown For For Management 1b Elect Director George W. Buckley For For Management 1c Elect Director Cesar Conde For For Management 1d Elect Director Ian M. Cook For For Management 1e Elect Director Dina Dublon For For Management 1f Elect Director Rona A. Fairhead For For Management 1g Elect Director Richard W. Fisher For For Management 1h Elect Director William R. Johnson For For Management 1i Elect Director Indra K. Nooyi For For Management 1j Elect Director David C. Page For For Management 1k Elect Director Robert C. Pohlad For For Management 1l Elect Director Lloyd G. Trotter For For Management 1m Elect Director Daniel Vasella For For Management 1n Elect Director Alberto Weisser For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management 5 Establish a Board Committee on Against Against Shareholder Sustainability 6 Report on Plans to Minimize Against Against Shareholder Pesticides' Impact on Pollinators 7 Adopt Holy Land Principles Against Against Shareholder 8 Adopt Quantitative Renewable Energy Against Against Shareholder Goals -------------------------------------------------------------------------------- PRUDENTIAL FINANCIAL, INC. Ticker: PRU Security ID: 744320102 Meeting Date: MAY 10, 2016 Meeting Type: Annual Record Date: MAR 11, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas J. Baltimore, Jr. For For Management 1.2 Elect Director Gilbert F. Casellas For For Management 1.3 Elect Director James G. Cullen For For Management 1.4 Elect Director Mark B. Grier For For Management 1.5 Elect Director Martina Hund-Mejean For For Management 1.6 Elect Director Karl J. Krapek For For Management 1.7 Elect Director Peter R. Lighte For For Management 1.8 Elect Director George Paz For For Management 1.9 Elect Director Sandra Pianalto For For Management 1.10 Elect Director Christine A. Poon For For Management 1.11 Elect Director Douglas A. Scovanner For For Management 1.12 Elect Director John R. Strangfeld For For Management 1.13 Elect Director Michael A. Todma For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Omnibus Stock Plan For For Management 5 Require Independent Board Chairman Against For Shareholder -------------------------------------------------------------------------------- QUALCOMM INCORPORATED Ticker: QCOM Security ID: 747525103 Meeting Date: MAR 08, 2016 Meeting Type: Annual Record Date: JAN 11, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Barbara T. Alexander For For Management 1b Elect Director Raymond V. Dittamore For For Management 1c Elect Director Jeffrey W. Henderson For For Management 1d Elect Director Thomas W. Horton For For Management 1e Elect Director Paul E. Jacobs For For Management 1f Elect Director Harish Manwani For For Management 1g Elect Director Mark D. McLaughlin For For Management 1h Elect Director Steve Mollenkopf For For Management 1i Elect Director Clark T. 'Sandy' Randt, For For Management Jr. 1j Elect Director Francisco Ros For For Management 1k Elect Director Jonathan J. Rubinstein For For Management 1l Elect Director Anthony J. Vinciquerra For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Approve Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Proxy Access Against For Shareholder -------------------------------------------------------------------------------- SALESFORCE.COM, INC. Ticker: CRM Security ID: 79466L302 Meeting Date: JUN 02, 2016 Meeting Type: Annual Record Date: APR 07, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Marc Benioff For For Management 1b Elect Director Keith Block For For Management 1c Elect Director Craig Conway For For Management 1d Elect Director Alan Hassenfeld For For Management 1e Elect Director Neelie Kroes For For Management 1f Elect Director Colin Powell For For Management 1g Elect Director Sanford Robertson For For Management 1h Elect Director John V. Roos For For Management 1i Elect Director Lawrence Tomlinson For For Management 1j Elect Director Robin Washington For For Management 1k Elect Director Maynard Webb For For Management 1l Elect Director Susan Wojcicki For For Management 2 Provide Directors May Be Removed With For For Management or Without Cause 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 5 Pro-rata Vesting of Equity Awards Against For Shareholder 6 Stock Retention/Holding Period Against For Shareholder -------------------------------------------------------------------------------- SCHLUMBERGER LIMITED Ticker: SLB Security ID: 806857108 Meeting Date: APR 06, 2016 Meeting Type: Annual Record Date: FEB 17, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Peter L.S. Currie For For Management 1b Elect Director V. Maureen Kempston For For Management Darkes 1c Elect Director Paal Kibsgaard For For Management 1d Elect Director Nikolay Kudryavtsev For For Management 1e Elect Director Michael E. Marks For For Management 1f Elect Director Indra K. Nooyi For For Management 1g Elect Director Lubna S. Olayan For For Management 1h Elect Director Leo Rafael Reif For For Management 1i Elect Director Tore I. Sandvold For For Management 1j Elect Director Henri Seydoux For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Adopt and Approve Financials and For For Management Dividends 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 5 Amend Articles For For Management 6 Fix Number of Directors at Twelve For For Management 7 Amend 2010 Omnibus Stock Incentive Plan For For Management -------------------------------------------------------------------------------- SOUTHWEST AIRLINES CO. Ticker: LUV Security ID: 844741108 Meeting Date: MAY 18, 2016 Meeting Type: Annual Record Date: MAR 22, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director David W. Biegler For For Management 1b Elect Director J. Veronica Biggins For For Management 1c Elect Director Douglas H. Brooks For For Management 1d Elect Director William H. Cunningham For For Management 1e Elect Director John G. Denison For For Management 1f Elect Director Thomas W. Gilligan For For Management 1g Elect Director Gary C. Kelly For For Management 1h Elect Director Grace D. Lieblein For For Management 1i Elect Director Nancy B. Loeffler For For Management 1j Elect Director John T. Montford For For Management 1k Elect Director Ron Ricks For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Proxy Access Against For Shareholder -------------------------------------------------------------------------------- TARGET CORPORATION Ticker: TGT Security ID: 87612E106 Meeting Date: JUN 08, 2016 Meeting Type: Annual Record Date: APR 11, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Roxanne S. Austin For For Management 1b Elect Director Douglas M. Baker, Jr. For For Management 1c Elect Director Brian C. Cornell For For Management 1d Elect Director Calvin Darden For For Management 1e Elect Director Henrique De Castro For For Management 1f Elect Director Robert L. Edwards For For Management 1g Elect Director Melanie L. Healey For For Management 1h Elect Director Donald R. Knauss For For Management 1i Elect Director Monica C. Lozano For For Management 1j Elect Director Mary E. Minnick For For Management 1k Elect Director Anne M. Mulcahy For For Management 1l Elect Director Derica W. Rice For For Management 1m Elect Director Kenneth L. Salazar For For Management 1n Elect Director John G. Stumpf For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Report on Guidelines for Country Against Against Shareholder Selection -------------------------------------------------------------------------------- TEMPLETON DRAGON FUND, INC. Ticker: TDF Security ID: 88018T101 Meeting Date: MAY 26, 2016 Meeting Type: Annual Record Date: MAR 31, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Edith E. Holiday For For Management 1b Elect Director Larry D. Thompson For For Management 1c Elect Director Rupert H. Johnson, Jr. For For Management 1d Elect Director Gregory E. Johnson For For Management 2 Ratify PricewaterhouseCoopers LLPas For For Management Auditors -------------------------------------------------------------------------------- THE BOEING COMPANY Ticker: BA Security ID: 097023105 Meeting Date: MAY 02, 2016 Meeting Type: Annual Record Date: MAR 03, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director David L. Calhoun For For Management 1b Elect Director Arthur D. Collins, Jr. For For Management 1c Elect Director Kenneth M. Duberstein For For Management 1d Elect Director Edmund P. Giambastiani, For For Management Jr. 1e Elect Director Lynn J. Good For For Management 1f Elect Director Lawrence W. Kellner For For Management 1g Elect Director Edward M. Liddy For For Management 1h Elect Director Dennis A. Muilenburg For For Management 1i Elect Director Susan C. Schwab For For Management 1j Elect Director Randall L. Stephenson For For Management 1k Elect Director Ronald A. Williams For For Management 1l Elect Director Mike S. Zafirovski For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors 4 Report on Lobbying Payments and Policy Against For Shareholder 5 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting 6 Require Independent Board Chairman Against Against Shareholder 7 Report on Weapon Sales to Israel Against Against Shareholder -------------------------------------------------------------------------------- THE GOLDMAN SACHS GROUP, INC. Ticker: GS Security ID: 38141G104 Meeting Date: MAY 20, 2016 Meeting Type: Annual Record Date: MAR 21, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Lloyd C. Blankfein For For Management 1b Elect Director M. Michele Burns For For Management 1c Elect Director Gary D. Cohn For For Management 1d Elect Director Mark Flaherty For For Management 1e Elect Director William W. George For For Management 1f Elect Director James A. Johnson For For Management 1g Elect Director Lakshmi N. Mittal For Against Management 1h Elect Director Adebayo O. Ogunlesi For For Management 1i Elect Director Peter Oppenheimer For For Management 1j Elect Director Debora L. Spar For For Management 1k Elect Director Mark E. Tucker For For Management 1l Elect Director David A. Viniar For For Management 1m Elect Director Mark O. Winkelman For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Prohibit Accelerated Vesting of Awards Against Against Shareholder to Pursue Government Service 5 Provide Vote Counting to Exclude Against Against Shareholder Abstentions 6 Require Independent Board Chairman Against For Shareholder -------------------------------------------------------------------------------- THE GOODYEAR TIRE & RUBBER COMPANY Ticker: GT Security ID: 382550101 Meeting Date: APR 11, 2016 Meeting Type: Annual Record Date: FEB 16, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director William J. Conaty For For Management 1b Elect Director James A. Firestone For For Management 1c Elect Director Werner Geissler For For Management 1d Elect Director Peter S. Hellman For For Management 1e Elect Director Laurette T. Koellner For For Management 1f Elect Director Richard J. Kramer For For Management 1g Elect Director W. Alan McCollough For For Management 1h Elect Director John E. McGlade For For Management 1i Elect Director Michael J. Morell For For Management 1j Elect Director Roderick A. Palmore For For Management 1k Elect Director Stephanie A. Streeter For For Management 1l Elect Director Thomas H. Weidemeyer For For Management 1m Elect Director Michael R. Wessel For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Proxy Access Against For Shareholder -------------------------------------------------------------------------------- THE HOME DEPOT, INC. Ticker: HD Security ID: 437076102 Meeting Date: MAY 19, 2016 Meeting Type: Annual Record Date: MAR 21, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Gerard J. Arpey For For Management 1b Elect Director Ari Bousbib For For Management 1c Elect Director Gregory D. Brenneman For For Management 1d Elect Director J. Frank Brown For For Management 1e Elect Director Albert P. Carey For For Management 1f Elect Director Armando Codina For For Management 1g Elect Director Helena B. Foulkes For For Management 1h Elect Director Linda R. Gooden For For Management 1i Elect Director Wayne M. Hewett For For Management 1j Elect Director Karen L. Katen For For Management 1k Elect Director Craig A. Menear For For Management 1l Elect Director Mark Vadon For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Prepare Employment Diversity Report Against For Shareholder and Report on Diversity Policies 5 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting -------------------------------------------------------------------------------- THE KROGER CO. Ticker: KR Security ID: 501044101 Meeting Date: JUN 23, 2016 Meeting Type: Annual Record Date: APR 27, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Nora A. Aufreiter For For Management 1b Elect Director Robert D. Beyer For For Management 1c Elect Director Anne Gates For For Management 1d Elect Director Susan J. Kropf For For Management 1e Elect Director W. Rodney McMullen For For Management 1f Elect Director Jorge P. Montoya For For Management 1g Elect Director Clyde R. Moore For For Management 1h Elect Director Susan M. Phillips For For Management 1i Elect Director James A. Runde For For Management 1j Elect Director Ronald L. Sargent For For Management 1k Elect Director Bobby S. Shackouls For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Report on Human Rights Risk Assessment Against For Shareholder Process 5 Assess Environmental Impact of Against For Shareholder Non-Recyclable Packaging 6 Assess Feasibility and Benefits of Against For Shareholder Adopting Quantitative Renewable Energy Goals 7 Adopt a Payout Policy Giving Against Against Shareholder Preference to Share Buybacks Over Dividends -------------------------------------------------------------------------------- THE PROGRESSIVE CORPORATION Ticker: PGR Security ID: 743315103 Meeting Date: MAY 13, 2016 Meeting Type: Annual Record Date: MAR 16, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stuart B. Burgdoerfer For For Management 1.2 Elect Director Charles A. Davis For For Management 1.3 Elect Director Roger N. Farah For For Management 1.4 Elect Director Lawton W. Fitt For For Management 1.5 Elect Director Jeffrey D. Kelly For For Management 1.6 Elect Director Patrick H. Nettles For For Management 1.7 Elect Director Glenn M. Renwick For For Management 1.8 Elect Director Bradley T. Sheares For For Management 1.9 Elect Director Barbara R. Snyder For For Management 2 Eliminate Supermajority Vote For For Management Requirement 3 Remove Supermajority Vote Requirement For For Management Applicable to Preferred Stock 4 Adopt the Jurisdiction of For Against Management Incorporation as the Exclusive Forum for Certain Disputes 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- TIME WARNER INC. Ticker: TWX Security ID: 887317303 Meeting Date: JUN 17, 2016 Meeting Type: Annual Record Date: APR 20, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James L. Barksdale For For Management 1.2 Elect Director William P. Barr For For Management 1.3 Elect Director Jeffrey L. Bewkes For For Management 1.4 Elect Director Stephen F. Bollenbach For For Management 1.5 Elect Director Robert C. Clark For For Management 1.6 Elect Director Mathias Dopfner For For Management 1.7 Elect Director Jessica P. Einhorn For For Management 1.8 Elect Director Carlos M. Gutierrez For For Management 1.9 Elect Director Fred Hassan For For Management 1.10 Elect Director Paul D. Wachter For For Management 1.11 Elect Director Deborah C. Wright For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- UBS GROUP AG Ticker: UBSG Security ID: H42097107 Meeting Date: MAY 10, 2016 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1.1 Accept Financial Statements and For For Management Statutory Reports 1.2 Approve Remuneration Report For For Management 2.1 Approve Allocation of Income and For For Management Dividends of 0.60 per Share from Capital Contribution Reserves 2.2 Approve Supplementary Dividends of CHF For For Management 0.25 per Share from Capital Contribution Reserves 3 Approve Discharge of Board and Senior For For Management Management 4 Approve Variable Remuneration of For For Management Executive Committee in the Amount of CHF 71.25 Million 5 Approve Fixed Remuneration of For For Management Executive Committee in the Amount of CHF 28.5 Million 6.1.1 Reelect Axel Weber as Director and For For Management Board Chairman 6.1.2 Reelect Michel Demare as Director For For Management 6.1.3 Reelect David Sidwell as Director For For Management 6.1.4 Reelect Reto Francioni as Director For For Management 6.1.5 Reelect Ann Godbehere as Director For For Management 6.1.6 Reelect William Parrett as Director For For Management 6.1.7 Reelect Isabelle Romy as Director For For Management 6.1.8 Reelect Beatrice Weder di Mauro as For For Management Director 6.1.9 Reelect Joseph Yam as Director For For Management 6.2.1 Elect Robert Scully as Director For For Management 6.2.2 Elect Dieter Wemmer as Director For For Management 6.3.1 Appoint Ann Godbehere as Member of the For For Management Compensation Committee 6.3.2 Appoint Michel Demare as Member of the For For Management Compensation Committee 6.3.3 Appoint Reto Francioni as Member of For For Management the Compensation Committee 6.3.4 Appoint William Parrett as Member of For For Management the Compensation Committee 7 Approve Maximum Remuneration of For For Management Directors in the Amount of CHF 14 Million 8.1 Designate ADB Altorfer Duss & For For Management Beilstein AG as Independent Proxy 8.2 Ratify Ernst & Young AG as Auditors For For Management 9 Transact Other Business (Voting) For Against Management -------------------------------------------------------------------------------- UNITED PARCEL SERVICE, INC. Ticker: UPS Security ID: 911312106 Meeting Date: MAY 05, 2016 Meeting Type: Annual Record Date: MAR 07, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director David P. Abney For For Management 1b Elect Director Rodney C. Adkins For For Management 1c Elect Director Michael J. Burns For For Management 1d Elect Director William R. Johnson For For Management 1e Elect Director Candace Kendle For For Management 1f Elect Director Ann M. Livermore For For Management 1g Elect Director Rudy H.P. Markham For For Management 1h Elect Director Clark 'Sandy' T. Randt, For For Management Jr. 1i Elect Director John T. Stankey For For Management 1j Elect Director Carol B. Tome For For Management 1k Elect Director Kevin M. Warsh For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Report on Lobbying Payments and Policy Against For Shareholder 4 Approve Recapitalization Plan for all Against For Shareholder Stock to Have One-vote per Share 5 Adopt Holy Land Principles Against Against Shareholder -------------------------------------------------------------------------------- UNITEDHEALTH GROUP INCORPORATED Ticker: UNH Security ID: 91324P102 Meeting Date: JUN 06, 2016 Meeting Type: Annual Record Date: APR 08, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director William C. Ballard, Jr. For For Management 1b Elect Director Edson Bueno For For Management 1c Elect Director Richard T. Burke For For Management 1d Elect Director Robert J. Darretta For For Management 1e Elect Director Stephen J. Hemsley For For Management 1f Elect Director Michele J. Hooper For For Management 1g Elect Director Rodger A. Lawson For For Management 1h Elect Director Glenn M. Renwick For For Management 1i Elect Director Kenneth I. Shine For For Management 1j Elect Director Gail R. Wilensky For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- VERIZON COMMUNICATIONS INC. Ticker: VZ Security ID: 92343V104 Meeting Date: MAY 05, 2016 Meeting Type: Annual Record Date: MAR 07, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Shellye L. Archambeau For For Management 1.2 Elect Director Mark T. Bertolini For For Management 1.3 Elect Director Richard L. Carrion For For Management 1.4 Elect Director Melanie L. Healey For For Management 1.5 Elect Director M. Frances Keeth For For Management 1.6 Elect Director Karl-Ludwig Kley For For Management 1.7 Elect Director Lowell C. McAdam For For Management 1.8 Elect Director Donald T. Nicolaisen For For Management 1.9 Elect Director Clarence Otis, Jr. For For Management 1.10 Elect Director Rodney E. Slater For For Management 1.11 Elect Director Kathryn A. Tesija For For Management 1.12 Elect Director Gregory D. Wasson For For Management 1.13 Elect Director Gregory G. Weaver For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Adopt Quantitative Renewable Energy Against Against Shareholder Goals 5 Report on Indirect Political Against For Shareholder Contributions 6 Report on Lobbying Payments and Policy Against For Shareholder 7 Require Independent Board Chairman Against Against Shareholder 8 Submit Severance Agreement Against For Shareholder (Change-in-Control) to Shareholder Vote 9 Stock Retention/Holding Period Against Against Shareholder -------------------------------------------------------------------------------- WAL-MART STORES, INC. Ticker: WMT Security ID: 931142103 Meeting Date: JUN 03, 2016 Meeting Type: Annual Record Date: APR 08, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director James I. Cash, Jr. For For Management 1b Elect Director Pamela J. Craig For For Management 1c Elect Director Timothy P. Flynn For For Management 1d Elect Director Thomas W. Horton For For Management 1e Elect Director Marissa A. Mayer For For Management 1f Elect Director C. Douglas McMillon For For Management 1g Elect Director Gregory B. Penner For For Management 1h Elect Director Steven S. Reinemund For For Management 1i Elect Director Kevin Y. Systrom For For Management 1j Elect Director S. Robson Walton For For Management 1k Elect Director Steuart L. Walton For For Management 1l Elect Director Linda S. Wolf For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Amend Qualified Employee Stock For For Management Purchase Plan 4 Ratify Ernst & Young LLP as Auditors For For Management 5 Require Independent Board Chairman Against For Shareholder 6 Report on Incentive Compensation Plans Against For Shareholder 7 Report on Guidelines for Country Against Against Shareholder Selection -------------------------------------------------------------------------------- WELLS FARGO & COMPANY Ticker: WFC Security ID: 949746101 Meeting Date: APR 26, 2016 Meeting Type: Annual Record Date: MAR 01, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director John D. Baker, II For For Management 1b Elect Director Elaine L. Chao For For Management 1c Elect Director John S. Chen For For Management 1d Elect Director Lloyd H. Dean For For Management 1e Elect Director Elizabeth A. Duke For For Management 1f Elect Director Susan E. Engel For For Management 1g Elect Director Enrique Hernandez, Jr. For For Management 1h Elect Director Donald M. James For For Management 1i Elect Director Cynthia H. Milligan For For Management 1j Elect Director Federico F. Pena For For Management 1k Elect Director James H. Quigley For For Management 1l Elect Director Stephen W. Sanger For For Management 1m Elect Director John G. Stumpf For For Management 1n Elect Director Susan G. Swenson For For Management 1o Elect Director Suzanne M. Vautrinot For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management 4 Require Independent Board Chairman Against Against Shareholder 5 Report on Lobbying Payments and Policy Against Against Shareholder ========== END NPX REPORT 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) The Zweig Fund, Inc. By: /s/ George R. Aylward ---------------------------- George R. Aylward, President Date: August 11, 2016