UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT

INVESTMENT COMPANY

Investment Company Act file number 811-06669

Name of Fund: BlackRock Capital Appreciation Fund, Inc.

Fund Address: 100 Bellevue Parkway, Wilmington, DE 19809

Name and address of agent for service: John Perlowski, Chief Executive Officer, BlackRock Capital Appreciation Fund, Inc., 55 East 52^nd Street, New York City, NY 10055.

Registrant’s telephone number, including area code: (800) 441-7762

Date of fiscal year end: 09/30

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

Item 1 – Proxy Voting Record – Attached hereto.

******************************* FORM N-Px REPORT *******************************

ICA File Number: 811-06669
Reporting Period: 07/01/2010 - 06/30/2011
BlackRock Capital Appreciation Fund, Inc.









================== BLACKROCK CAPITAL APPRECIATION FUND, INC. ===================


ACME PACKET, INC.

Ticker:       APKT           Security ID:  004764106
Meeting Date: MAY 05, 2011   Meeting Type: Annual
Record Date:  MAR 15, 2011

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


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ALCATEL LUCENT

Ticker:       ALU            Security ID:  013904305
Meeting Date: MAY 27, 2011   Meeting Type: Annual/Special
Record Date:  MAR 10, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Accept Consolidated Financial           For       For          Management
      Statements and Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Absence of Dividends
4     Reelect Daniel Bernard as Director      For       For          Management
5     Reelect W. Frank Blount as Director     For       For          Management
6     Acknowledge Auditors' Special Report    For       For          Management
      Regarding Related-Party Transactions
      and Absence of New Related-Party
      Transaction
7     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
8     Approve Reduction in Share Capital via  For       For          Management
      Cancellation of Repurchased Shares
9     Amend Articles 16 and 21 of Bylaws Re:  For       For          Management
      Electronic Signature and Shareholders
      Identification
10    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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ALEXION PHARMACEUTICALS, INC.

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

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


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ALLERGAN, INC.

Ticker:       AGN            Security ID:  018490102
Meeting Date: MAY 03, 2011   Meeting Type: Annual
Record Date:  MAR 04, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Deborah Dunsire          For       For          Management
2     Elect Director Trevor M. Jones          For       For          Management
3     Elect Director Louis J. Lavigne, Jr.    For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years
7     Approve Executive Incentive Bonus Plan  For       For          Management
8     Approve Omnibus Stock Plan              For       For          Management
9     Declassify the Board of Directors       For       For          Management


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AMAZON.COM, INC.

Ticker:       AMZN           Security ID:  023135106
Meeting Date: JUN 07, 2011   Meeting Type: Annual
Record Date:  APR 11, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Jeffrey P. Bezos         For       For          Management
2     Elect Director Tom A. Alberg            For       For          Management
3     Elect Director John Seely Brown         For       For          Management
4     Elect Director William B. Gordon        For       For          Management
5     Elect Director Alain Monie              For       For          Management
6     Elect Director Jonathan J. Rubinstein   For       For          Management
7     Elect Director Thomas O. Ryder          For       For          Management
8     Elect Director Patricia Q. Stonesifer   For       For          Management
9     Ratify Auditors                         For       For          Management
10    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
11    Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years
12    Amend Bylaws-- Call Special Meetings    Against   Against      Shareholder
13    Report on Climate Change                Against   Against      Shareholder


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ANADARKO PETROLEUM CORPORATION

Ticker:       APC            Security ID:  032511107
Meeting Date: MAY 17, 2011   Meeting Type: Annual
Record Date:  MAR 22, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John R. Butler, Jr.      For       For          Management
2     Elect Director Kevin P. Chilton         For       For          Management
3     Elect Director Luke R. Corbett          For       Against      Management
4     Elect Director H. Paulett Eberhart      For       For          Management
5     Elect Director Preston M. Geren, III    For       For          Management
6     Elect Director John R. Gordon           For       For          Management
7     Elect Director James T. Hackett         For       For          Management
8     Ratify Auditors                         For       For          Management
9     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
10    Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years
11    Amend EEO Policy to Prohibit            Against   Against      Shareholder
      Discrimination based on Gender Identity
12    Require Independent Board Chairman      Against   For          Shareholder
13    Pro-rata Vesting of Equity Plans        Against   Against      Shareholder
14    Report on Political Contributions       Against   Against      Shareholder


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APPLE INC.

Ticker:       AAPL           Security ID:  037833100
Meeting Date: FEB 23, 2011   Meeting Type: Annual
Record Date:  DEC 27, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William V. Campbell      For       For          Management
1.2   Elect Director Millard S. Drexler       For       For          Management
1.3   Elect Director Albert A. Gore, Jr.      For       For          Management
1.4   Elect Director Steven P. Jobs           For       For          Management
1.5   Elect Director Andrea Jung              For       For          Management
1.6   Elect Director Arthur D. Levinson       For       For          Management
1.7   Elect Director Ronald D. Sugar          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management
5     Adopt Policy on Succession Planning     Against   Against      Shareholder
6     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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BORGWARNER INC.

Ticker:       BWA            Security ID:  099724106
Meeting Date: APR 27, 2011   Meeting Type: Annual
Record Date:  MAR 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Robin J. Adams           For       For          Management
2     Elect Director David T. Brown           For       For          Management
3     Elect Director Jan Carlson              For       For          Management
4     Elect Director Dennis C. Cuneo          For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
7     Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years


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BROADCOM CORPORATION

Ticker:       BRCM           Security ID:  111320107
Meeting Date: MAY 05, 2011   Meeting Type: Annual
Record Date:  MAR 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Nancy H. Handel          For       For          Management
1.2   Elect Director Eddy W. Hartenstein      For       For          Management
1.3   Elect Director Maria Klawe              For       For          Management
1.4   Elect Director John E. Major            For       For          Management
1.5   Elect Director Scott A. McGregor        For       For          Management
1.6   Elect Director William T. Morrow        For       For          Management
1.7   Elect Director Henry Samueli            For       For          Management
1.8   Elect Director John A.C. Swainson       For       For          Management
1.9   Elect Director Robert E. Switz          For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years
4     Ratify Auditors                         For       For          Management


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CATERPILLAR INC.

Ticker:       CAT            Security ID:  149123101
Meeting Date: JUN 08, 2011   Meeting Type: Annual
Record Date:  APR 11, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director  David L. Calhoun        For       For          Management
1.2   Elect Director Daniel M. Dickinson      For       For          Management
1.3   Elect Director Eugene V. Fife           For       For          Management
1.4   Elect Director Juan Gallardo            For       For          Management
1.5   Elect Director David R. Goode           For       For          Management
1.6   Elect Director Jesse J. Greene, Jr.     For       For          Management
1.7   Elect Director Peter A. Magowan         For       For          Management
1.8   Elect Director Dennis A. Muilenburg     For       For          Management
1.9   Elect Director Douglas R. Oberhelman    For       For          Management
1.10  Elect Director William A. Osborn        For       For          Management
1.11  Elect Director Charles D. Powell        For       For          Management
1.12  Elect Director Edward B. Rust, Jr.      For       For          Management
1.13  Elect Director Susan C. Schwab          For       For          Management
1.14  Elect Director Joshua I. Smith          For       For          Management
1.15  Elect Director Miles D. White           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management
6     Report on Political Contributions       Against   Against      Shareholder
7     Stock Retention/Holding Period          Against   Against      Shareholder
8     Require a Majority Vote for the         Against   Against      Shareholder
      Election of Directors
9     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
10    Require Independent Board Chairman      Against   Against      Shareholder
11    Review and Assess Human Rights Policies Against   Against      Shareholder
12    Adopt a Policy in which the Company     Against   Against      Shareholder
      will not Make or Promise to Make Any
      Death Benefit Payments to Senior
      Executives


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CERNER CORPORATION

Ticker:       CERN           Security ID:  156782104
Meeting Date: MAY 27, 2011   Meeting Type: Annual
Record Date:  APR 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Denis A. Cortese         For       For          Management
2     Elect Director John C. Danforth         For       For          Management
3     Elect Director Neal L. Patterson        For       For          Management
4     Elect Director William D. Zollars       For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
7     Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management
8     Approve Omnibus Stock Plan              For       For          Management
9     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
10    Increase Authorized Common Stock        For       For          Management
11    Eliminate Class of Preferred Stock      For       Against      Management


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CHECK POINT SOFTWARE TECHNOLOGIES LTD.

Ticker:       CPW            Security ID:  M22465104
Meeting Date: MAY 24, 2011   Meeting Type: Annual
Record Date:  APR 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Gil Shwed as Director             For       For          Management
1.2   Elect Marius Nacht as Director          For       For          Management
1.3   Elect Jerry Ungerman as Director        For       For          Management
1.4   Elect Dan Propper as Director           For       For          Management
1.5   Elect David Rubner as Director          For       For          Management
1.6   Elect Tal Shavit as Director            For       For          Management
2.1   Elect Ray Rothrock as External Director For       For          Management
2.2   Elect Irwin Federman as External        For       For          Management
      Director
3     Approve Auditors and Authorize Board to For       For          Management
      Fix Their Remuneration
4     Amend Compensation of Directors         For       For          Management
5     Approve Grant of Options to Executive   For       Against      Management
      Director


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CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 18, 2010   Meeting Type: Annual
Record Date:  SEP 20, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Carol A. Bartz           For       For          Management
2     Elect Director M. Michele Burns         For       For          Management
3     Elect Director Michael D. Capellas      For       For          Management
4     Elect Director Larry R. Carter          For       For          Management
5     Elect Director John T. Chambers         For       For          Management
6     Elect Director Brian L. Halla           For       For          Management
7     Elect Director John L. Hennessy         For       Against      Management
8     Elect Director Richard M. Kovacevich    For       For          Management
9     Elect Director Roderick C. Mcgeary      For       For          Management
10    Elect Director Michael K. Powell        For       For          Management
11    Elect Director Arun Sarin               For       For          Management
12    Elect Director Steven M. West           For       For          Management
13    Elect Director Jerry Yang               For       For          Management
14    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
15    Ratify Auditors                         For       For          Management
16    Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Environmental
      Sustainability
17    Report on Internet Fragmentation        Against   Against      Shareholder
18    Adopt Policy Prohibiting Sale of        Against   Against      Shareholder
      Products in China if they Contribute to
      Human Rights Abuses


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COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

Ticker:       CTSH           Security ID:  192446102
Meeting Date: JUN 02, 2011   Meeting Type: Annual
Record Date:  APR 08, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Robert W. Howe           For       For          Management
2     Elect Director Robert E. Weissman       For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years
5     Increase Authorized Common Stock        For       For          Management
6     Reduce Supermajority Vote Requirement   For       For          Management
7     Reduce Supermajority Vote Requirement   For       For          Management
8     Ratify Auditors                         For       For          Management


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COVANCE INC.

Ticker:       CVD            Security ID:  222816100
Meeting Date: MAY 12, 2011   Meeting Type: Annual
Record Date:  MAR 17, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gary E. Costley          For       For          Management
1.2   Elect Director Sandra L. Helton         For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management
4     Ratify Auditors                         For       For          Management
5     Report on Animal Welfare Act Violations Against   Against      Shareholder


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CREE, INC.

Ticker:       CREE           Security ID:  225447101
Meeting Date: OCT 26, 2010   Meeting Type: Annual
Record Date:  AUG 30, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Charles M. Swoboda       For       For          Management
1.2   Elect Director Dolph W. Von Arx         For       For          Management
1.3   Elect Director Clyde R. Hosein          For       For          Management
1.4   Elect Director Robert A. Ingram         For       For          Management
1.5   Elect Director Franco Plastina          For       For          Management
1.6   Elect Director Robert L. Tillman        For       For          Management
1.7   Elect Director Harvey A. Wagner         For       For          Management
1.8   Elect Director Thomas H. Werner         For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Establish Range For Board Size          For       For          Management
4     Ratify Auditors                         For       For          Management


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DANAHER CORPORATION

Ticker:       DHR            Security ID:  235851102
Meeting Date: MAY 10, 2011   Meeting Type: Annual
Record Date:  MAR 11, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director H. Lawrence Culp, Jr.    For       For          Management
1.2   Elect Director Mitchell P. Rales        For       For          Management
1.3   Elect Director Elias A. Zerhouni        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Declassify the Board of Directors       For       For          Management
4     Provide Right to Call Special Meeting   For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management
6     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
7     Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management


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DARDEN RESTAURANTS, INC.

Ticker:       DRI            Security ID:  237194105
Meeting Date: SEP 14, 2010   Meeting Type: Annual
Record Date:  JUL 21, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Leonard L. Berry         For       For          Management
1.2   Elect Director Odie C. Donald           For       For          Management
1.3   Elect Director Christopher J. Fraleigh  For       For          Management
1.4   Elect Director Victoria D. Harker       For       For          Management
1.5   Elect Director David H. Hughes          For       For          Management
1.6   Elect Director Charles A. Ledsinger Jr  For       For          Management
1.7   Elect Director William M. Lewis, Jr.    For       For          Management
1.8   Elect Director Senator Connie Mack, III For       For          Management
1.9   Elect Director Andrew H. Madsen         For       For          Management
1.10  Elect Director Clarence Otis, Jr.       For       For          Management
1.11  Elect Director Michael D. Rose          For       For          Management
1.12  Elect Director Maria A. Sastre          For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management


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DELTA AIR LINES, INC.

Ticker:       DAL            Security ID:  247361702
Meeting Date: JUN 30, 2011   Meeting Type: Annual
Record Date:  MAY 02, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Richard H. Anderson      For       For          Management
2     Elect Director Edward H. Bastian        For       For          Management
3     Elect Director Roy J. Bostock           For       For          Management
4     Elect Director John S. Brinzo           For       For          Management
5     Elect Director Daniel A. Carp           For       For          Management
6     Elect Director John M. Engler           For       For          Management
7     Elect Director Mickey P. Foret          For       For          Management
8     Elect Director David R. Goode           For       For          Management
9     Elect Director Paula Rosput Reynolds    For       For          Management
10    Elect Director Kenneth C. Rogers        For       For          Management
11    Elect Director Kenneth B. Woodrow       For       For          Management
12    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
13    Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management
14    Ratify Auditors                         For       For          Management
15    Provide for Cumulative Voting           Against   Against      Shareholder


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DENDREON CORPORATION

Ticker:       DNDN           Security ID:  24823Q107
Meeting Date: JUN 21, 2011   Meeting Type: Annual
Record Date:  APR 22, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard B. Brewer        For       For          Management
1.2   Elect Director Mitchell H. Gold         For       For          Management
1.3   Elect Director Pedro Granadillo         For       For          Management
1.4   Elect Director David C. Stump           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management


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ECOLAB INC.

Ticker:       ECL            Security ID:  278865100
Meeting Date: MAY 05, 2011   Meeting Type: Annual
Record Date:  MAR 08, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Douglas M. Baker, Jr.    For       For          Management
2     Elect Director Barbara J. Beck          For       For          Management
3     Elect Director Jerry W. Levin           For       For          Management
4     Elect Director Robert L. Lumpkins       For       For          Management
5     Ratify Auditors                         For       For          Management
6     Amend Nonqualified Employee Stock       For       For          Management
      Purchase Plan
7     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
8     Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management
9     Adopt Policy on Human Right to Water    Against   Against      Shareholder
10    Reduce Supermajority Vote Requirement   Against   For          Shareholder


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EXPRESS SCRIPTS, INC.

Ticker:       ESRX           Security ID:  302182100
Meeting Date: MAY 04, 2011   Meeting Type: Annual
Record Date:  MAR 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gary G. Benanav          For       For          Management
1.2   Elect Director Maura C. Breen           For       For          Management
1.3   Elect Director Nicholas J. LaHowchic    For       For          Management
1.4   Elect Director Thomas P. Mac Mahon      For       For          Management
1.5   Elect Director Frank Mergenthaler       For       For          Management
1.6   Elect Director Woodrow A. Myers Jr.     For       For          Management
1.7   Elect Director John O. Parker, Jr.      For       For          Management
1.8   Elect Director George Paz               For       For          Management
1.9   Elect Director Samuel K. Skinner        For       Against      Management
1.10  Elect Director Seymour Sternberg        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Provide Right to Call Special Meeting   For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years
6     Approve Omnibus Stock Plan              For       For          Management
7     Report on Political Contributions       Against   Against      Shareholder


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F5 NETWORKS, INC.

Ticker:       FFIV           Security ID:  315616102
Meeting Date: MAR 14, 2011   Meeting Type: Annual
Record Date:  JAN 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John Chapple             For       For          Management
2     Elect Director A. Gary Ames             For       For          Management
3     Elect Director Scott Thompson           For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years


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FLUOR CORPORATION

Ticker:       FLR            Security ID:  343412102
Meeting Date: MAY 05, 2011   Meeting Type: Annual
Record Date:  MAR 10, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Peter J. Fluor           For       Against      Management
2     Elect Director Joseph W. Prueher        For       Against      Management
3     Elect Director Suzanne H. Woolsey       For       For          Management
4     Advisory Vote to Ratify Named Executive For       Against      Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   None      Three Years  Management
6     Declassify the Board of Directors       For       For          Management
7     Reduce Supermajority Vote Requirement   For       For          Management
8     Ratify Auditors                         For       For          Management


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FORD MOTOR COMPANY

Ticker:       F              Security ID:  345370860
Meeting Date: MAY 12, 2011   Meeting Type: Annual
Record Date:  MAR 16, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Stephen G. Butler        For       For          Management
2     Elect Director Kimberly A. Casiano      For       For          Management
3     Elect Director Anthony F. Earley, Jr.   For       Against      Management
4     Elect Director Edsel B. Ford II         For       For          Management
5     Elect Director William Clay Ford, Jr.   For       For          Management
6     Elect Director Richard A. Gephardt      For       Against      Management
7     Elect Director James H. Hance, Jr.      For       Against      Management
8     Elect Director Irvine O. Hockaday, Jr.  For       For          Management
9     Elect Director Richard A. Manoogian     For       Against      Management
10    Elect Director Ellen R. Marram          For       For          Management
11    Elect Director Alan Mulally             For       For          Management
12    Elect Director Homer A. Neal            For       For          Management
13    Elect Director Gerald L. Shaheen        For       For          Management
14    Elect Director John L. Thornton         For       For          Management
15    Ratify Auditors                         For       For          Management
16    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
17    Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management
18    Publish Political Contributions         Against   Against      Shareholder
19    Approve Recapitalization Plan for all   Against   Against      Shareholder
      Stock to have One-vote per Share
20    Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings


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FREEPORT-MCMORAN COPPER & GOLD INC.

Ticker:       FCX            Security ID:  35671D857
Meeting Date: JUN 15, 2011   Meeting Type: Annual
Record Date:  APR 19, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard C. Adkerson      For       For          Management
1.2   Elect Director Robert J. Allison, Jr.   For       For          Management
1.3   Elect Director Robert A. Day            For       For          Management
1.4   Elect Director Gerald J. Ford           For       For          Management
1.5   Elect Director H. Devon Graham, Jr.     For       For          Management
1.6   Elect Director Charles C. Krulak        For       For          Management
1.7   Elect Director Bobby Lee Lackey         For       For          Management
1.8   Elect Director Jon C. Madonna           For       For          Management
1.9   Elect Director Dustan E. McCoy          For       For          Management
1.10  Elect Director James R. Moffett         For       For          Management
1.11  Elect Director B.M. Rankin, Jr.         For       For          Management
1.12  Elect Director Stephen H. Siegele       For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management
4     Ratify Auditors                         For       For          Management
5     Request Director Nominee with           Against   Against      Shareholder
      Environmental Qualifications


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

GENERAL DYNAMICS CORPORATION

Ticker:       GD             Security ID:  369550108
Meeting Date: MAY 04, 2011   Meeting Type: Annual
Record Date:  MAR 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mary T. Barra            For       For          Management
2     Elect Director Nicholas D. Chabraja     For       For          Management
3     Elect Director James S. Crown           For       For          Management
4     Elect Director William P. Fricks        For       For          Management
5     Elect Director Jay L. Johnson           For       For          Management
6     Elect Director George A. Joulwan        For       For          Management
7     Elect Director Paul G. Kaminski         For       For          Management
8     Elect Director John M. Keane            For       For          Management
9     Elect Director Lester L. Lyles          For       For          Management
10    Elect Director William A. Osborn        For       For          Management
11    Elect Director Robert Walmsley          For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
14    Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years
15    Review and Assess Human Rights Policies Against   Against      Shareholder
16    Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings


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

GENERAL MOTORS COMPANY

Ticker:       GM             Security ID:  37045V100
Meeting Date: JUN 07, 2011   Meeting Type: Annual
Record Date:  APR 08, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Daniel F. Akerson        For       For          Management
2     Elect Director David Bonderman          For       For          Management
3     Elect Director Erroll B. Davis, Jr.     For       For          Management
4     Elect Director Stephen J. Girsky        For       For          Management
5     Elect Director E. Neville Isdell        For       For          Management
6     Elect Director Robert D. Krebs          For       For          Management
7     Elect Director Philip A. Laskawy        For       Against      Management
8     Elect Director Kathryn V. Marinello     For       For          Management
9     Elect Director Patricia F. Russo        For       Against      Management
10    Elect Director Carol M. Stephenson      For       For          Management
11    Elect Director Cynthia A. Telles        For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation


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

GOOGLE INC.

Ticker:       GOOG           Security ID:  38259P508
Meeting Date: JUN 02, 2011   Meeting Type: Annual
Record Date:  APR 04, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Larry Page               For       For          Management
1.2   Elect Director Sergey Brin              For       For          Management
1.3   Elect Director Eric E. Schmidt          For       For          Management
1.4   Elect Director L. John Doerr            For       For          Management
1.5   Elect Director John L. Hennessy         For       For          Management
1.6   Elect Director Ann Mather               For       For          Management
1.7   Elect Director Paul S. Otellini         For       For          Management
1.8   Elect Director K. Ram Shriram           For       For          Management
1.9   Elect Director Shirley M. Tilghman      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       Against      Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years
6     Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Environmental
      Sustainability
7     Reduce Supermajority Vote Requirement   Against   Against      Shareholder
8     Report on Code of Conduct Compliance    Against   Against      Shareholder


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

HALLIBURTON COMPANY

Ticker:       HAL            Security ID:  406216101
Meeting Date: MAY 19, 2011   Meeting Type: Annual
Record Date:  MAR 21, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Alan M. Bennett          For       For          Management
2     Elect Director James R. Boyd            For       For          Management
3     Elect Director Milton Carroll           For       For          Management
4     Elect Director Nance K. Dicciani        For       For          Management
5     Elect Director S. Malcolm Gillis        For       For          Management
6     Elect Director Abdallah S. Jum'ah       For       For          Management
7     Elect Director David J. Lesar           For       For          Management
8     Elect Director Robert A. Malone         For       For          Management
9     Elect Director J Landis Martin          For       For          Management
10    Elect Director Debra L. Reed            For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
13    Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management
14    Review and Assess Human Rights Policies Against   Against      Shareholder
15    Report on Political Contributions       Against   Against      Shareholder


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

ILLUMINA, INC.

Ticker:       ILMN           Security ID:  452327109
Meeting Date: MAY 10, 2011   Meeting Type: Annual
Record Date:  MAR 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Daniel M. Bradbury       For       For          Management
1.2   Elect Director Roy A. Whitfield         For       For          Management
1.3   Elect Director Gerald Moller            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management


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

JEFFERIES GROUP, INC.

Ticker:       JEF            Security ID:  472319102
Meeting Date: MAY 09, 2011   Meeting Type: Annual
Record Date:  MAR 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard B. Handler       For       For          Management
1.2   Elect Director Brian P. Friedman        For       For          Management
1.3   Elect Director W. Patrick Campbell      For       For          Management
1.4   Elect Director Ian M. Cumming           For       Withhold     Management
1.5   Elect Director Richard G. Dooley        For       For          Management
1.6   Elect Director Robert E. Joyal          For       Withhold     Management
1.7   Elect Director Michael T. O'Kane        For       For          Management
1.8   Elect Director Joseph S. Steinberg      For       Withhold     Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years
4     Ratify Auditors                         For       For          Management


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

JOHNSON CONTROLS, INC.

Ticker:       JCI            Security ID:  478366107
Meeting Date: JAN 26, 2011   Meeting Type: Annual
Record Date:  NOV 18, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Natalie A. Black         For       For          Management
1.2   Elect Director Robert A. Cornog         For       For          Management
1.3   Elect Director William H. Lacy          For       For          Management
1.4   Elect Director Stephen A. Roell         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Amend Executive Incentive Bonus Plan    For       For          Management
6     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
7     Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years


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

JOY GLOBAL INC.

Ticker:       JOYG           Security ID:  481165108
Meeting Date: MAR 08, 2011   Meeting Type: Annual
Record Date:  JAN 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steven L. Gerard         For       For          Management
1.2   Elect Director John Nils Hanson         For       For          Management
1.3   Elect Director Ken C. Johnsen           For       For          Management
1.4   Elect Director Gale E. Klappa           For       For          Management
1.5   Elect Director Richard B. Loynd         For       For          Management
1.6   Elect Director P. Eric Siegert          For       For          Management
1.7   Elect Director Michael W. Sutherlin     For       For          Management
1.8   Elect Director James H. Tate            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management
5     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan


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

JUNIPER NETWORKS, INC.

Ticker:       JNPR           Security ID:  48203R104
Meeting Date: MAY 18, 2011   Meeting Type: Annual
Record Date:  MAR 24, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mary B. Cranston         For       Withhold     Management
1.2   Elect Director Kevin R. Johnson         For       For          Management
1.3   Elect Director J. Michael Lawrie        For       For          Management
1.4   Elect Director David Schlotterbeck      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Amend Omnibus Stock Plan                For       For          Management
5     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management
7     Declassify the Board of Directors       None      For          Shareholder


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

KOHL'S CORPORATION

Ticker:       KSS            Security ID:  500255104
Meeting Date: MAY 12, 2011   Meeting Type: Annual
Record Date:  MAR 09, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Peter Boneparth          For       For          Management
2     Elect Director Steven A. Burd           For       For          Management
3     Elect Director John F. Herma            For       For          Management
4     Elect Director Dale E. Jones            For       For          Management
5     Elect Director William S. Kellogg       For       For          Management
6     Elect Director Kevin Mansell            For       For          Management
7     Elect Director Frank V. Sica            For       For          Management
8     Elect Director Peter M. Sommerhauser    For       For          Management
9     Elect Director Stephanie A. Streeter    For       For          Management
10    Elect Director Nina G. Vaca             For       For          Management
11    Elect Director Stephen E. Watson        For       For          Management
12    Ratify Auditors                         For       For          Management
13    Reduce Supermajority Vote Requirement   For       For          Management
      Relating to Director Elections
14    Reduce Supermajority Vote Requirement   For       For          Management
15    Amend Executive Incentive Bonus Plan    For       For          Management
16    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
17    Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management
18    Provide Right to Act by Written Consent Against   Against      Shareholder
19    Adopt Policy on Succession Planning     Against   Against      Shareholder


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

LAM RESEARCH CORPORATION

Ticker:       LRCX           Security ID:  512807108
Meeting Date: NOV 04, 2010   Meeting Type: Annual
Record Date:  SEP 10, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James W. Bagley          For       For          Management
1.2   Elect Director David G. Arscott         For       For          Management
1.3   Elect Director Robert M. Berdahl        For       For          Management
1.4   Elect Director Eric K. Brandt           For       For          Management
1.5   Elect Director Grant M. Inman           For       For          Management
1.6   Elect Director Catherine P. Lego        For       For          Management
1.7   Elect Director Stephen G. Newberry      For       For          Management
2     Amend Executive Incentive Bonus Plan    For       For          Management
3     Ratify Auditors                         For       For          Management


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

LAS VEGAS SANDS CORP.

Ticker:       LVS            Security ID:  517834107
Meeting Date: JUN 10, 2011   Meeting Type: Annual
Record Date:  APR 15, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Charles D. Forman        For       For          Management
1.2   Elect Director George P. Koo            For       For          Management
1.3   Elect Director Irwin A. Siegel          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management


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

LINCARE HOLDINGS INC.

Ticker:       LNCR           Security ID:  532791100
Meeting Date: MAY 09, 2011   Meeting Type: Annual
Record Date:  MAR 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director J.P. Byrnes              For       For          Management
1.2   Elect Director S.H. Altman              For       For          Management
1.3   Elect Director C.B. Black               For       For          Management
1.4   Elect Director A.P. Bryant              For       For          Management
1.5   Elect Director F.D. Byrne               For       For          Management
1.6   Elect Director W.F. Miller, III         For       For          Management
1.7   Elect Director E.M. Zane                For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management


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

MANPOWER GROUP

Ticker:       MAN            Security ID:  56418H100
Meeting Date: MAY 03, 2011   Meeting Type: Annual
Record Date:  FEB 22, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Cari M. Dominguez        For       For          Management
1.2   Elect Director Roberto Mendoza          For       For          Management
1.3   Elect Director Elizabeth P. Sartain     For       For          Management
1.4   Elect Director Edward J. Zore           For       For          Management
1.5   Elect Director William Downe            For       For          Management
1.6   Elect Director Patricia A. Hemingway    For       For          Management
      Hall
2     Ratify Auditors                         For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Approve Omnibus Stock Plan              For       For          Management
5     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management


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

MASSEY ENERGY COMPANY

Ticker:       MEE            Security ID:  576206106
Meeting Date: OCT 06, 2010   Meeting Type: Special
Record Date:  AUG 27, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Declassify the Board of Directors       For       For          Management
2     Eliminate Cumulative Voting             For       For          Management
3     Reduce Supermajority Vote Requirement   For       For          Management
      Relating to Bylaw Amendments
4     Reduce Supermajority Vote Requirement   For       For          Management
      Relating to Business Combinations
5     Provide Right to Call Special Meeting   For       For          Management
6     Increase Authorized Common Stock        For       For          Management


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

MASSEY ENERGY COMPANY

Ticker:       MEE            Security ID:  576206106
Meeting Date: JUN 01, 2011   Meeting Type: Special
Record Date:  APR 27, 2011

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


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

MICRON TECHNOLOGY, INC.

Ticker:       MU             Security ID:  595112103
Meeting Date: DEC 16, 2010   Meeting Type: Annual
Record Date:  OCT 18, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Steven R. Appleton       For       For          Management
2     Elect Director Teruaki Aoki             For       For          Management
3     Elect Director James W. Bagley          For       For          Management
4     Elect Director Robert L. Bailey         For       For          Management
5     Elect Director Mercedes Johnson         For       For          Management
6     Elect Director Lawrence N. Mondry       For       For          Management
7     Elect Director Robert E. Switz          For       For          Management
8     Amend Omnibus Stock Plan                For       For          Management
9     Ratify Auditors                         For       For          Management


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

MICROSOFT CORPORATION

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 16, 2010   Meeting Type: Annual
Record Date:  SEP 03, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Steven A. Ballmer        For       For          Management
2     Elect Director Dina Dublon              For       For          Management
3     Elect Director William H. Gates III     For       For          Management
4     Elect Director Raymond V. Gilmartin     For       For          Management
5     Elect Director Reed Hastings            For       For          Management
6     Elect Director Maria M. Klawe           For       For          Management
7     Elect Director David F. Marquardt       For       For          Management
8     Elect Director Charles H. Noski         For       For          Management
9     Elect Director Helmut Panke             For       For          Management
10    Ratify Auditors                         For       For          Management
11    Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Environmental
      Sustainability


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

MONSANTO COMPANY

Ticker:       MON            Security ID:  61166W101
Meeting Date: JAN 25, 2011   Meeting Type: Annual
Record Date:  NOV 29, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Laura K. Ipsen           For       For          Management
2     Elect Director William U. Parfet        For       For          Management
3     Elect Director George H. Poste          For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years
7     Amend Executive Incentive Bonus Plan    For       For          Management


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

MOODY'S CORPORATION

Ticker:       MCO            Security ID:  615369105
Meeting Date: APR 19, 2011   Meeting Type: Annual
Record Date:  FEB 25, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Robert R. Glauber        For       Against      Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years
5     Require Independent Board Chairman      Against   For          Shareholder
6     Elect Director Jorge A. Bermudez        For       For          Management


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

NETAPP, INC.

Ticker:       NTAP           Security ID:  64110D104
Meeting Date: AUG 31, 2010   Meeting Type: Annual
Record Date:  JUL 06, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffry R. Allen          For       For          Management
1.2   Elect Director Alan L. Earhart          For       For          Management
1.3   Elect Director Thomas Georgens          For       For          Management
1.4   Elect Director Gerald Held              For       For          Management
1.5   Elect Director Nicholas G. Moore        For       For          Management
1.6   Elect Director T. Michael Nevens        For       For          Management
1.7   Elect Director George T. Shaheen        For       For          Management
1.8   Elect Director Robert T. Wall           For       For          Management
1.9   Elect Director Daniel J. Warmenhoven    For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
4     Ratify Auditors                         For       For          Management


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

NETFLIX, INC.

Ticker:       NFLX           Security ID:  64110L106
Meeting Date: JUN 03, 2011   Meeting Type: Annual
Record Date:  APR 05, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Reed Hastings            For       For          Management
1.2   Elect Director Jay C. Hoag              For       For          Management
1.3   Elect Director A. George (Skip) Battle  For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management
6     Reduce Supermajority Vote Requirement   Against   For          Shareholder


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

NII HOLDINGS, INC.

Ticker:       NIHD           Security ID:  62913F201
Meeting Date: MAY 10, 2011   Meeting Type: Annual
Record Date:  MAR 18, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Charles M. Herington     For       For          Management
1.2   Elect Director Rosendo G. Parra         For       For          Management
1.3   Elect Director John W. Risner           For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management
4     Ratify Auditors                         For       For          Management


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

NVIDIA CORPORATION

Ticker:       NVDA           Security ID:  67066G104
Meeting Date: MAY 18, 2011   Meeting Type: Annual
Record Date:  MAR 21, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Harvey C. Jones          For       Against      Management
2     Elect Director William J. Miller        For       Against      Management
3     Declassify the Board of Directors       For       For          Management
4     Advisory Vote to Ratify Named Executive For       Against      Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management
6     Ratify Auditors                         For       For          Management


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

ORACLE CORPORATION

Ticker:       ORCL           Security ID:  68389X105
Meeting Date: OCT 06, 2010   Meeting Type: Annual
Record Date:  AUG 09, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey S. Berg          For       Withhold     Management
1.2   Elect Director H. Raymond Bingham       For       Withhold     Management
1.3   Elect Director Michael J. Boskin        For       Withhold     Management
1.4   Elect Director Safra A. Catz            For       For          Management
1.5   Elect Director Bruce R. Chizen          For       For          Management
1.6   Elect Director George H. Conrades       For       For          Management
1.7   Elect Director Lawrence J. Ellison      For       For          Management
1.8   Elect Director Hector Garcia-Molina     For       Withhold     Management
1.9   Elect Director Jeffrey O. Henley        For       For          Management
1.10  Elect Director Mark V. Hurd             For       For          Management
1.11  Elect Director Donald L. Lucas          For       For          Management
1.12  Elect Director Naomi O. Seligman        For       Withhold     Management
2     Approve Executive Incentive Bonus Plan  For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management
5     Establish Board Committee on            Against   Against      Shareholder
      Sustainability
6     Require a Majority Vote for the         Against   Against      Shareholder
      Election of Directors
7     Stock Retention/Holding Period          Against   Against      Shareholder


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

QUALCOMM INCORPORATED

Ticker:       QCOM           Security ID:  747525103
Meeting Date: MAR 08, 2011   Meeting Type: Annual
Record Date:  JAN 10, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Barbara T. Alexander     For       For          Management
1.2   Elect Director Stephen M. Bennett       For       For          Management
1.3   Elect Director Donald G. Cruickshank    For       For          Management
1.4   Elect Director Raymond V. Dittamore     For       For          Management
1.5   Elect Director Thomas W. Horton         For       For          Management
1.6   Elect Director Irwin Mark Jacobs        For       For          Management
1.7   Elect Director Paul E. Jacobs           For       For          Management
1.8   Elect Director Robert E. Kahn           For       For          Management
1.9   Elect Director Sherry Lansing           For       For          Management
1.10  Elect Director Duane A. Nelles          For       For          Management
1.11  Elect Director Francisco Ros            For       For          Management
1.12  Elect Director Brent Scowcroft          For       For          Management
1.13  Elect Director Marc I. Stern            For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years
7     Require a Majority Vote for the         Against   Against      Shareholder
      Election of Directors


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

SALESFORCE.COM, INC.

Ticker:       CRM            Security ID:  79466L302
Meeting Date: JUN 09, 2011   Meeting Type: Annual
Record Date:  APR 19, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Marc Benioff             For       For          Management
2     Elect Director Craig Conway             For       For          Management
3     Elect Director Alan Hassenfeld          For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management
7     Declassify the Board of Directors       Against   For          Shareholder


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

SCHLUMBERGER LIMITED

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 06, 2011   Meeting Type: Annual
Record Date:  FEB 16, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Philippe Camus           For       For          Management
1.2   Elect Director Peter L.S. Currie        For       For          Management
1.3   Elect Director Andrew Gould             For       For          Management
1.4   Elect Director Tony Isaac               For       For          Management
1.5   Elect Director K. Vaman Kamath          For       For          Management
1.6   Elect Director Nikolay Kudryavtsev      For       For          Management
1.7   Elect Director Adrian Lajous            For       For          Management
1.8   Elect Director Michael E. Marks         For       For          Management
1.9   Elect Director Elizabeth Moler          For       For          Management
1.10  Elect Director Leo Rafael Reif          For       For          Management
1.11  Elect Director Tore I. Sandvold         For       For          Management
1.12  Elect Director Henri Seydoux            For       For          Management
1.13  Elect Director Paal Kibsgaard           For       For          Management
1.14  Elect Director Lubna S. Olayan          For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   Two Years Three Years  Management
4     Increase Authorized Common Stock        For       For          Management
5     Adopt Plurality Voting for Contested    For       For          Management
      Election of Directors
6     Adopt and Approve Financials and        For       For          Management
      Dividends
7     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors


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

SEAGATE TECHNOLOGY PLC

Ticker:       STX            Security ID:  G7945M107
Meeting Date: JAN 18, 2011   Meeting Type: Annual
Record Date:  DEC 07, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Reelect Stephen Luczo as a Director     For       For          Management
1b    Reelect Frank Biondi, Jr. as a Director For       For          Management
1c    Reelect Lydia Marshall as a Director    For       For          Management
1d    Reelect Chong Sup Park as a Director    For       For          Management
1e    Reelect Albert Pimentel as a Director   For       For          Management
1f    Reelect Gregorio Reyes as a Director    For       For          Management
1g    Reelect John Thompson as a Director     For       For          Management
1h    Reelect Edward Zander as a Director     For       For          Management
2     Accept Financial Statements and         For       For          Management
      Statutory Reports
3     Authorize the Holding of the 2011 AGM   For       For          Management
      at a Location Outside Ireland
4     Authorize Share Repurchase Program      For       Against      Management
5     Determine Price Range for Reissuance of For       Against      Management
      Treasury Shares
6     Approve Ernst & Young as Auditors and   For       For          Management
      Authorize Board to Fix Their
      Remuneration


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

ST. JUDE MEDICAL, INC.

Ticker:       STJ            Security ID:  790849103
Meeting Date: MAY 12, 2011   Meeting Type: Annual
Record Date:  MAR 15, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Richard R. Devenuti      For       For          Management
2     Elect Director Thomas H. Garrett, III   For       For          Management
3     Elect Director Wendy L. Yarno           For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   None      Three Years  Management
6     Amend Omnibus Stock Plan                For       For          Management
7     Declassify the Board of Directors       None      For          Shareholder
8     Ratify Auditors                         For       For          Management


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

STANLEY BLACK & DECKER, INC.

Ticker:       SWK            Security ID:  854502101
Meeting Date: APR 19, 2011   Meeting Type: Annual
Record Date:  FEB 25, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director George W. Buckley        For       For          Management
1.2   Elect Director Carlos M. Cardoso        For       Withhold     Management
1.3   Elect Director Robert B. Coutts         For       Withhold     Management
1.4   Elect Director Manuel A. Fernandez      For       Withhold     Management
1.5   Elect Director Marianne M. Parrs        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       Against      Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years


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

STARBUCKS CORPORATION

Ticker:       SBUX           Security ID:  855244109
Meeting Date: MAR 23, 2011   Meeting Type: Annual
Record Date:  JAN 13, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Howard Schultz           For       For          Management
2     Elect Director William W. Bradley       For       For          Management
3     Elect Director Mellody Hobson           For       For          Management
4     Elect Director Kevin R. Johnson         For       For          Management
5     Elect Director Olden Lee                For       For          Management
6     Elect Director Sheryl Sandberg          For       For          Management
7     Elect Director James G. Shennan, Jr.    For       For          Management
8     Elect Director Javier G. Teruel         For       For          Management
9     Elect Director Myron E. Ullman, III     For       For          Management
10    Elect Director Craig E. Weatherup       For       For          Management
11    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
12    Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management
13    Amend Omnibus Stock Plan                For       For          Management
14    Amend Omnibus Stock Plan                For       For          Management
15    Ratify Auditors                         For       For          Management
16    Adopt Comprehensive Recycling Strategy  Against   Against      Shareholder
      for Beverage Containers


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

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

Ticker:       HOT            Security ID:  85590A401
Meeting Date: MAY 05, 2011   Meeting Type: Annual
Record Date:  MAR 10, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Adam M. Aron             For       For          Management
1.2   Elect Director Charlene Barshefsky      For       For          Management
1.3   Elect Director Thomas E. Clarke         For       For          Management
1.4   Elect Director Clayton C. Daley, Jr.    For       For          Management
1.5   Elect Director Bruce W. Duncan          For       For          Management
1.6   Elect Director Lizanne Galbreath        For       For          Management
1.7   Elect Director Eric Hippeau             For       For          Management
1.8   Elect Director Stephen R. Quazzo        For       For          Management
1.9   Elect Director Thomas O. Ryder          For       For          Management
1.10  Elect Director Frits van Paasschen      For       For          Management
1.11  Elect Director Kneeland C. Youngblood   For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management


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

TEREX CORPORATION

Ticker:       TEX            Security ID:  880779103
Meeting Date: MAY 12, 2011   Meeting Type: Annual
Record Date:  MAR 18, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ronald M. Defeo          For       For          Management
1.2   Elect Director G. Chris Andersen        For       For          Management
1.3   Elect Director Paula H.J. Cholmondeley  For       Withhold     Management
1.4   Elect Director Don Defosset             For       For          Management
1.5   Elect Director Thomas J. Hansen         For       For          Management
1.6   Elect Director David A. Sachs           For       For          Management
1.7   Elect Director Oren G. Shaffer          For       For          Management
1.8   Elect Director David C. Wang            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years


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

TESLA MOTORS, INC.

Ticker:       TSLA           Security ID:  88160R101
Meeting Date: JUN 01, 2011   Meeting Type: Annual
Record Date:  APR 04, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Elon Musk                For       For          Management
1.2   Elect Director Stephen T. Jurvetson     For       For          Management
1.3   Elect Director Herbert Kohler           For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years
4     Ratify Auditors                         For       For          Management


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

THE BOEING COMPANY

Ticker:       BA             Security ID:  097023105
Meeting Date: MAY 02, 2011   Meeting Type: Annual
Record Date:  MAR 03, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John E. Bryson           For       For          Management
2     Elect Director David L. Calhoun         For       For          Management
3     Elect Director Arthur D. Collins, Jr.   For       For          Management
4     Elect Director Linda Z. Cook            For       For          Management
5     Elect Director Kenneth M. Duberstein    For       For          Management
6     Elect Director Edmund P. Giambastiani,  For       For          Management
      Jr.
7     Elect Director Edward M. Liddy          For       For          Management
8     Elect Director John F. McDonnell        For       For          Management
9     Elect Director W. James McNerney, Jr.   For       For          Management
10    Elect Director Susan C. Schwab          For       For          Management
11    Elect Director Ronald A. Williams       For       For          Management
12    Elect Director Mike S. Zafirovski       For       For          Management
13    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
14    Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years
15    Ratify Auditors                         For       For          Management
16    Implement Third-Party Supply Chain      Against   Against      Shareholder
      Monitoring
17    Report on Political Contributions       Against   Against      Shareholder
18    Provide Right to Act by Written Consent Against   Against      Shareholder
19    Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings
20    Require Independent Board Chairman      Against   Against      Shareholder


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

THE COCA-COLA COMPANY

Ticker:       KO             Security ID:  191216100
Meeting Date: APR 27, 2011   Meeting Type: Annual
Record Date:  FEB 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Herbert A. Allen         For       For          Management
2     Elect Director Ronald W. Allen          For       Against      Management
3     Elect Director Howard G. Buffett        For       For          Management
4     Elect Director Barry Diller             For       For          Management
5     Elect Director Evan G. Greenberg        For       For          Management
6     Elect Director Alexis M. Herman         For       For          Management
7     Elect Director Muhtar Kent              For       For          Management
8     Elect Director Donald R. Keough         For       For          Management
9     Elect Director Maria Elena Lagomasino   For       For          Management
10    Elect Director Donald F. McHenry        For       For          Management
11    Elect Director Sam Nunn                 For       For          Management
12    Elect Director James D. Robinson III    For       For          Management
13    Elect Director Peter V. Ueberroth       For       For          Management
14    Elect Director Jacob Wallenberg         For       Against      Management
15    Elect Director James B. Williams        For       For          Management
16    Ratify Auditors                         For       For          Management
17    Amend Executive Incentive Bonus Plan    For       For          Management
18    Amend Restricted Stock Plan             For       For          Management
19    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
20    Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management
21    Publish Report on Chemical Bisphenol-A  Against   Against      Shareholder
      (BPA)


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

THE HOME DEPOT, INC.

Ticker:       HD             Security ID:  437076102
Meeting Date: JUN 02, 2011   Meeting Type: Annual
Record Date:  APR 04, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director F. Duane Ackerman        For       For          Management
2     Elect Director Francis S. Blake         For       For          Management
3     Elect Director Ari Bousbib              For       For          Management
4     Elect Director Gregory D. Brenneman     For       For          Management
5     Elect Director J. Frank Brown           For       For          Management
6     Elect Director Albert P. Carey          For       For          Management
7     Elect Director Armando Codina           For       Against      Management
8     Elect Director Bonnie G. Hill           For       For          Management
9     Elect Director Karen L. Katen           For       For          Management
10    Elect Director Ronald L. Sargent        For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
13    Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management
14    Provide Right to Act by Written Consent For       For          Management
15    Restore or Provide for Cumulative       Against   Against      Shareholder
      Voting
16    Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings
17    Prepare Employment Diversity Report     Against   Against      Shareholder
18    Adopt Proxy Statement Reporting on      Against   Against      Shareholder
      Political Contributions and Advisory
      Vote


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

THE PROCTER & GAMBLE COMPANY

Ticker:       PG             Security ID:  742718109
Meeting Date: OCT 12, 2010   Meeting Type: Annual
Record Date:  AUG 13, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Angela F. Braly          For       For          Management
2     Elect Director Kenneth I. Chenault      For       For          Management
3     Elect Director Scott D. Cook            For       For          Management
4     Elect Director Rajat K. Gupta           For       For          Management
5     Elect Director Robert A. Mcdonald       For       For          Management
6     Elect Director W. James Mcnerney, Jr.   For       For          Management
7     Elect Director Johnathan A. Rodgers     For       For          Management
8     Elect Director Mary A. Wilderotter      For       For          Management
9     Elect Director Patricia A. Woertz       For       For          Management
10    Elect Director Ernesto Zedillo          For       For          Management
11    Ratify Auditors                         For       For          Management
12    Provide for Cumulative Voting           Against   Against      Shareholder


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

THE WALT DISNEY COMPANY

Ticker:       DIS            Security ID:  254687106
Meeting Date: MAR 23, 2011   Meeting Type: Annual
Record Date:  JAN 24, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Susan E. Arnold          For       Against      Management
2     Elect Director John E. Bryson           For       For          Management
3     Elect Director John S. Chen             For       Against      Management
4     Elect Director Judith L. Estrin         For       For          Management
5     Elect Director Robert A. Iger           For       For          Management
6     Elect Director Steven P. Jobs           For       Against      Management
7     Elect Director Fred H. Langhammer       For       Against      Management
8     Elect Director Aylwin B. Lewis          For       Against      Management
9     Elect Director Monica C. Lozano         For       For          Management
10    Elect Director Robert W. Matschullat    For       For          Management
11    Elect Director John E. Pepper, Jr.      For       Against      Management
12    Elect Director Sheryl Sandberg          For       For          Management
13    Elect Director Orin C. Smith            For       Against      Management
14    Ratify Auditors                         For       For          Management
15    Approve Omnibus Stock Plan              For       For          Management
16    Advisory Vote to Ratify Named Executive For       Against      Management
      Officers' Compensation
17    Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management
18    Prohibit Retesting Performance Goals    Against   For          Shareholder


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

UAL CORPORATION

Ticker:       UAL            Security ID:  902549807
Meeting Date: SEP 17, 2010   Meeting Type: Special
Record Date:  AUG 12, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Issue Shares in Connection with         For       For          Management
      Acquisition
2     Amend Certificate of Information        For       For          Management
3     Adjourn Meeting                         For       For          Management


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

UNITED CONTINENTAL HOLDINGS, INC.

Ticker:       UAL            Security ID:  910047109
Meeting Date: JUN 08, 2011   Meeting Type: Annual
Record Date:  APR 11, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kirbyjon H. Caldwell     For       For          Management
1.2   Elect Director Carolyn Corvi            For       For          Management
1.3   Elect Director W. James Farrell         For       For          Management
1.4   Elect Director Jane C. Garvey           For       For          Management
1.5   Elect Director Walter Isaacson          For       For          Management
1.6   Elect Director Henry L. Meyer III       For       For          Management
1.7   Elect Director Oscar Munoz              For       For          Management
1.8   Elect Director James J. O'Connor        For       For          Management
1.9   Elect Director Laurence E. Simmons      For       For          Management
1.10  Elect Director Jeffery A. Smisek        For       For          Management
1.11  Elect Director Glenn F. Tilton          For       For          Management
1.12  Elect Director David J. Vitale          For       For          Management
1.13  Elect Director John H. Walker           For       For          Management
1.14  Elect Director Charles A. Yamarone      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management


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

UNITED PARCEL SERVICE, INC.

Ticker:       UPS            Security ID:  911312106
Meeting Date: MAY 05, 2011   Meeting Type: Annual
Record Date:  MAR 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director F. Duane Ackerman        For       For          Management
2     Elect Director Michael J. Burns         For       For          Management
3     Elect Director D. Scott Davis           For       For          Management
4     Elect Director Stuart E. Eizenstat      For       For          Management
5     Elect Director Michael L. Eskew         For       For          Management
6     Elect Director William R. Johnson       For       For          Management
7     Elect Director Ann M. Livermore         For       For          Management
8     Elect Director Rudy H.P. Markham        For       Against      Management
9     Elect Director Clark T. Randt, Jr.      For       For          Management
10    Elect Director John W. Thompson         For       For          Management
11    Elect Director Carol B. Tome            For       For          Management
12    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
13    Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years
14    Ratify Auditors                         For       For          Management
15    Other Business                          For       Against      Management


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

VERIFONE SYSTEMS, INC.

Ticker:       PAY            Security ID:  92342Y109
Meeting Date: JUN 29, 2011   Meeting Type: Annual
Record Date:  MAY 06, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert W. Alspaugh       For       For          Management
1.2   Elect Director Douglas G. Bergeron      For       For          Management
1.3   Elect Director Leslie G. Denend         For       For          Management
1.4   Elect Director Alex W. Hart             For       For          Management
1.5   Elect Director Robert B. Henske         For       For          Management
1.6   Elect Director Richard A. McGinn        For       For          Management
1.7   Elect Director Eitan Raff               For       For          Management
1.8   Elect Director Charles R. Rinehart      For       For          Management
1.9   Elect Director Jeffrey E. Stiefler      For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management
6     Ratify Auditors                         For       For          Management


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

VERIZON COMMUNICATIONS INC.

Ticker:       VZ             Security ID:  92343V104
Meeting Date: MAY 05, 2011   Meeting Type: Annual
Record Date:  MAR 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Richard L. Carrion       For       For          Management
2     Elect Director M. Frances Keeth         For       For          Management
3     Elect Director Robert W. Lane           For       For          Management
4     Elect Director Lowell C. Mcadam         For       For          Management
5     Elect Director Sandra O. Moose          For       For          Management
6     Elect Director Joseph Neubauer          For       For          Management
7     Elect Director Donald T. Nicolaisen     For       For          Management
8     Elect Director Clarence Otis, Jr.       For       For          Management
9     Elect Director Hugh B. Price            For       For          Management
10    Elect Director Ivan G. Seidenberg       For       For          Management
11    Elect Director Rodney E. Slater         For       For          Management
12    Elect Director John W. Snow             For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
15    Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management
16    Disclose Prior Government Service       Against   Against      Shareholder
17    Performance-Based Equity Awards         Against   Against      Shareholder
18    Restore or Provide for Cumulative       Against   Against      Shareholder
      Voting
19    Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings


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

VERTEX PHARMACEUTICALS INCORPORATED

Ticker:       VRTX           Security ID:  92532F100
Meeting Date: MAY 12, 2011   Meeting Type: Annual
Record Date:  MAR 15, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Matthew W. Emmens        For       For          Management
1.2   Elect Director Magaret G. McGlynn       For       For          Management
1.3   Elect Director Wayne J. Riley           For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management
4     Ratify Auditors                         For       For          Management


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

VMWARE, INC.

Ticker:       VMW            Security ID:  928563402
Meeting Date: MAY 25, 2011   Meeting Type: Annual
Record Date:  MAR 31, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Renee J. James           For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management
4     Ratify Auditors                         For       For          Management


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

WHOLE FOODS MARKET, INC.

Ticker:       WFM            Security ID:  966837106
Meeting Date: FEB 28, 2011   Meeting Type: Annual
Record Date:  JAN 03, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John Elstrott            For       Withhold     Management
1.2   Elect Director Gabrielle Greene         For       For          Management
1.3   Elect Director Shahid (Hass) Hassan     For       For          Management
1.4   Elect Director Stephanie Kugelman       For       Withhold     Management
1.5   Elect Director John Mackey              For       For          Management
1.6   Elect Director Walter Robb              For       For          Management
1.7   Elect Director Jonathan Seiffer         For       Withhold     Management
1.8   Elect Director Morris (Mo) Siegel       For       For          Management
1.9   Elect Director Jonathan Sokoloff        For       For          Management
1.10  Elect Director Ralph Sorenson           For       Withhold     Management
1.11  Elect Director W. (Kip) Tindell, III    For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Two Years Three Years  Management
5     Amend Articles/Bylaws/Charter --        Against   For          Shareholder
      Removal of Directors
6     Require Independent Board Chairman      Against   Against      Shareholder

========== END NPX REPORT

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.

BlackRock Capital Appreciation Fund, Inc.

By:	/s/ John Perlowski
	John Perlowski
	Chief Executive Officer of BlackRock Capital Appreciation Fund, Inc.

Date: August 29, 2011