BlackRock Capital Appreciation Fund, Inc.

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
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.

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

ICA File Number: 811-06669
Reporting Period: 07/01/2011 - 06/30/2012
BlackRock Capital Appreciation Fund, Inc.









================== BlackRock Capital Appreciation Fund, Inc. ===================


ACCENTURE PLC

Ticker:       CSA            Security ID:  G1151C101
Meeting Date: FEB 09, 2012   Meeting Type: Annual
Record Date:  DEC 12, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Reelect Dina Dublon as a Director       For       For          Management
3     Reelect William D. Green as a Director  For       For          Management
4     Reelect Nobuyuki Idei as a Director     For       For          Management
5     Reelect Marjorie Magner as a Director   For       For          Management
6     Approve Auditors and Authorize Board    For       For          Management
      to Fix Their  Remuneration
7     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
8     Declassify the Board of Directors       For       For          Management
9     Authorize the Holding of the 2013 AGM   For       For          Management
      at a Location Outside Ireland
10    Authorize Open-Market Purchases of      For       For          Management
      Class A Ordinary Shares
11    Determine the Price Range at which      For       For          Management
      Accenture Plc can Re-issue Shares that
      it Acquires as Treasury Stock


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ALPHA NATURAL RESOURCES, INC.

Ticker:       ANR            Security ID:  02076X102
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Kevin S. Crutchfield     For       For          Management
2     Elect Director William J. Crowley, Jr.  For       For          Management
3     Elect Director E. Linn Draper, Jr.      For       For          Management
4     Elect Director Glenn A. Eisenberg       For       For          Management
5     Elect Director P. Michael Giftos        For       For          Management
6     Elect Director Deborah M. Fretz         For       For          Management
7     Elect Director Joel Richards, III       For       For          Management
8     Elect Director James F. Roberts         For       For          Management
9     Elect Director Ted G. Wood              For       For          Management
10    Approve Omnibus Stock Plan              For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Ratify Auditors                         For       For          Management


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AMAZON.COM, INC.

Ticker:       AMZN           Security ID:  023135106
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     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 Jamie S. Gorelick        For       For          Management
6     Elect Director Blake G. Krikorian       For       For          Management
7     Elect Director Alain Monie              For       For          Management
8     Elect Director Jonathan J. Rubinstein   For       For          Management
9     Elect Director Thomas O. Ryder          For       For          Management
10    Elect Director Patricia Q. Stonesifer   For       For          Management
11    Ratify Auditors                         For       For          Management
12    Amend Omnibus Stock Plan                For       For          Management
13    Report on Climate Change                Against   Against      Shareholder
14    Report on Political Contributions       Against   Against      Shareholder


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AMERICAN TOWER CORPORATION

Ticker:       AMT            Security ID:  03027X100
Meeting Date: JUN 19, 2012   Meeting Type: Annual
Record Date:  APR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Raymond P. Dolan         For       For          Management
2     Elect Director Ronald M. Dykes          For       For          Management
3     Elect Director Carolyn F. Katz          For       For          Management
4     Elect Director Gustavo Lara Cantu       For       For          Management
5     Elect Director Joann A. Reed            For       For          Management
6     Elect Director Pamela D.A. Reeve        For       For          Management
7     Elect Director David E. Sharbutt        For       For          Management
8     Elect Director James D. Taiclet, Jr.    For       For          Management
9     Elect Director Samme L. Thompson        For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Stock Retention/Holding Period          Against   Against      Shareholder


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AMERISOURCEBERGEN CORPORATION

Ticker:       ABC            Security ID:  03073E105
Meeting Date: MAR 01, 2012   Meeting Type: Annual
Record Date:  JAN 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Steven H. Collis         For       For          Management
2     Elect Director Richard C. Gozon         For       For          Management
3     Elect Director Kathleen W. Hyle         For       For          Management
4     Elect Director Michael J. Long          For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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ANADARKO PETROLEUM CORPORATION

Ticker:       APC            Security ID:  032511107
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Kevin P. Chilton         For       For          Management
2     Elect Director Luke R. Corbett          For       For          Management
3     Elect Director H. Paulett Eberhart      For       For          Management
4     Elect Director Peter J. Fluor           For       For          Management
5     Elect Director Richard L. George        For       For          Management
6     Elect Director Preston M. Geren, III    For       For          Management
7     Elect Director Charles W. Goodyear      For       For          Management
8     Elect Director John R. Gordon           For       For          Management
9     Elect Director James T. Hackett         For       For          Management
10    Elect Director Eric D. Mullins          For       For          Management
11    Elect Director Paula Rosput Reynolds    For       For          Management
12    Elect Director R. A. Walker             For       For          Management
13    Ratify Auditors                         For       For          Management
14    Approve Omnibus Stock Plan              For       For          Management
15    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
16    Require Independent Board Chairman      Against   Against      Shareholder
17    Amend EEO Policy to Prohibit            Against   Against      Shareholder
      Discrimination based on Gender Identity
18    Pro-rata Vesting of Equity Awards       Against   Against      Shareholder
19    Report on Political Contributions       Against   Against      Shareholder


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APPLE INC.

Ticker:       AAPL           Security ID:  037833100
Meeting Date: FEB 23, 2012   Meeting Type: Annual
Record Date:  DEC 27, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William V. Campbell      For       Withhold     Management
1.2   Elect Director Timothy D. Cook          For       For          Management
1.3   Elect Director Millard S. Drexler       For       Withhold     Management
1.4   Elect Director Al Gore                  For       Withhold     Management
1.5   Elect Director Robert A. Iger           For       For          Management
1.6   Elect Director Andrea Jung              For       For          Management
1.7   Elect Director Arthur D. Levinson       For       Withhold     Management
1.8   Elect Director Ronald D. Sugar          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Prepare Conflict of Interest Report     Against   Against      Shareholder
5     Advisory Vote to Ratify Directors'      Against   Against      Shareholder
      Compensation
6     Report on Political Contributions       Against   Against      Shareholder
7     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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AVAGO TECHNOLOGIES LIMITED

Ticker:       AVGO           Security ID:  Y0486S104
Meeting Date: APR 04, 2012   Meeting Type: Annual
Record Date:  FEB 08, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Reelect Hock E. Tan as Director         For       For          Management
1b    Reelect Adam H. Clammer as Director     For       For          Management
1c    Reelect John T. Dickson as Director     For       For          Management
1d    Reelect James V. Diller as Director     For       For          Management
1e    Reelect Kenneth Y. Hao as Director      For       For          Management
1f    Reelect John Min-Chih Hsuan as Director For       For          Management
1g    Reelect Justine F. Lien as Director     For       For          Management
1h    Reelect Donald Macleod as Director      For       For          Management
2     Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors and Authorize Board to Fix
      Their Remuneration
3     Approve Cash Compensation to Directors  For       For          Management
4     Approve Issuance of Equity or           For       For          Management
      Equity-Linked Securities with or
      without Preemptive Rights
5     Approve Repurchase of Up to 10 Percent  For       For          Management
      of Issued Capital


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BIOGEN IDEC INC.

Ticker:       BIIB           Security ID:  09062X103
Meeting Date: JUN 08, 2012   Meeting Type: Annual
Record Date:  APR 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Caroline D. Dorsa        For       For          Management
2     Elect Director Stelios Papadopoulos     For       For          Management
3     Elect Director George A. Scangos        For       For          Management
4     Elect Director Lynn Schenk              For       For          Management
5     Elect Director Alexander J. Denner      For       For          Management
6     Elect Director Nancy L. Leaming         For       For          Management
7     Elect Director Richard C. Mulligan      For       For          Management
8     Elect Director Robert W. Pangia         For       For          Management
9     Elect Director Brian S. Posner          For       For          Management
10    Elect Director Eric K. Rowinsky         For       For          Management
11    Elect Director Stephen A. Sherwin       For       For          Management
12    Elect Director William D. Young         For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Adopt the Jurisdiction of               For       For          Management
      Incorporation as the Exclusive Forum
      for Certain Disputes
16    Provide Right to Call Special Meeting   For       For          Management


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BORGWARNER INC.

Ticker:       BWA            Security ID:  099724106
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  MAR 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Phyllis O. Bonanno       For       For          Management
2     Elect Director Alexis P. Michas         For       For          Management
3     Elect Director Richard O. Schaum        For       For          Management
4     Elect Director Thomas T. Stallkamp      For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors


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BROADCOM CORPORATION

Ticker:       BRCM           Security ID:  111320107
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert J. Finocchio, Jr. For       For          Management
1.2   Elect Director Nancy H. Handel          For       For          Management
1.3   Elect Director Eddy W. Hartenstein      For       For          Management
1.4   Elect Director Maria Klawe              For       For          Management
1.5   Elect Director John E. Major            For       For          Management
1.6   Elect Director Scott A. McGregor        For       For          Management
1.7   Elect Director William T. Morrow        For       For          Management
1.8   Elect Director Henry Samueli            For       For          Management
1.9   Elect Director Robert E. Switz          For       For          Management
2     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
3     Approve Omnibus Stock Plan              For       Against      Management
4     Ratify Auditors                         For       For          Management


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CELANESE CORPORATION

Ticker:       CE             Security ID:  150870103
Meeting Date: APR 19, 2012   Meeting Type: Annual
Record Date:  FEB 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director James E. Barlett         For       For          Management
2     Elect Director David F. Hoffmeister     For       For          Management
3     Elect Director Paul H. O'Neill          For       For          Management
4     Elect Director Jay V. Ihlenfeld         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Amend Omnibus Stock Plan                For       For          Management
7     Ratify Auditors                         For       For          Management


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CELGENE CORPORATION

Ticker:       CELG           Security ID:  151020104
Meeting Date: JUN 13, 2012   Meeting Type: Annual
Record Date:  APR 18, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert J. Hugin          For       For          Management
1.2   Elect Director Richard W. Barker        For       For          Management
1.3   Elect Director Michael D. Casey         For       For          Management
1.4   Elect Director Carrie S. Cox            For       For          Management
1.5   Elect Director Rodman L. Drake          For       For          Management
1.6   Elect Director Michael A. Friedman      For       For          Management
1.7   Elect Director Gilla Kaplan             For       For          Management
1.8   Elect Director James J. Loughlin        For       For          Management
1.9   Elect Director Ernest Mario             For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings


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CERNER CORPORATION

Ticker:       CERN           Security ID:  156782104
Meeting Date: MAY 18, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Clifford W. Illig        For       For          Management
2     Elect Director William B. Neaves        For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Declassify the Board of Directors       Against   For          Shareholder


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CHECK POINT SOFTWARE TECHNOLOGIES LTD.

Ticker:       CPW            Security ID:  M22465104
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Reelect Directors                       For       For          Management
2     Reelect External Directors              For       For          Management
2a    Indicate Personal/Controlling Interest  None      Against      Management
      in Proposed Agenda Item
3     Approve Auditors and Authorize Board    For       For          Management
      to Fix Their Remuneration; Review
      Consolidated Financial Statements
4     Approve Compensation of Chairman/CEO    For       For          Management
      Including Option Grant
4a    Indicate Personal Interest in Proposed  None      Against      Management
      Agenda Item
5     Reauthorize Board Chairman to Serve as  For       Against      Management
      CEO
5a    Indicate Personal/Controlling Interest  None      Against      Management
      in Proposed Agenda Item


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CHIPOTLE MEXICAN GRILL, INC.

Ticker:       CMG            Security ID:  169656105
Meeting Date: MAY 31, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steve Ells               For       For          Management
1.2   Elect Director Patrick J. Flynn         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Declassify the Board of Directors       Against   For          Shareholder


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CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: DEC 07, 2011   Meeting Type: Annual
Record Date:  OCT 10, 2011

#     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       For          Management
8     Elect Director Richard M. Kovacevich    For       For          Management
9     Elect Director Roderick C. McGeary      For       For          Management
10    Elect Director Arun Sarin               For       For          Management
11    Elect Director Steven M. West           For       For          Management
12    Elect Director Jerry Yang               For       For          Management
13    Amend Omnibus Stock Plan                For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management
16    Ratify Auditors                         For       For          Management
17    Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Environmental
      Sustainability
18    Report on Internet Fragmentation        Against   Against      Shareholder
19    Stock Retention/Holding Period          Against   Against      Shareholder


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COACH, INC.

Ticker:       COH            Security ID:  189754104
Meeting Date: NOV 03, 2011   Meeting Type: Annual
Record Date:  SEP 06, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Lew Frankfort            For       For          Management
1.2   Elect Director Susan Kropf              For       For          Management
1.3   Elect Director Gary Loveman             For       For          Management
1.4   Elect Director Ivan Menezes             For       For          Management
1.5   Elect Director Irene Miller             For       For          Management
1.6   Elect Director Michael Murphy           For       For          Management
1.7   Elect Director Jide Zeitlin             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management


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COMCAST CORPORATION

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: MAY 31, 2012   Meeting Type: Annual
Record Date:  MAR 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kenneth J. Bacon         For       For          Management
1.2   Elect Director Sheldon M. Bonovitz      For       For          Management
1.3   Elect Director Joseph J. Collins        For       Withhold     Management
1.4   Elect Director J. Michael Cook          For       For          Management
1.5   Elect Director Gerald L. Hassell        For       Withhold     Management
1.6   Elect Director Jeffrey A. Honickman     For       For          Management
1.7   Elect Director Eduardo G. Mestre        For       For          Management
1.8   Elect Director Brian L. Roberts         For       For          Management
1.9   Elect Director Ralph J. Roberts         For       For          Management
1.10  Elect Director Johnathan A. Rodgers     For       For          Management
1.11  Elect Director Judith Rodin             For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
4     Amend Nonqualified Employee Stock       For       For          Management
      Purchase Plan
5     Restore or Provide for Cumulative       Against   Against      Shareholder
      Voting
6     Require Independent Board Chairman      Against   Against      Shareholder
7     Stock Retention/Holding Period          Against   Against      Shareholder
8     Submit Shareholder Rights Plan (Poison  Against   For          Shareholder
      Pill) to Shareholder Vote


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DANAHER CORPORATION

Ticker:       DHR            Security ID:  235851102
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mortimer M. Caplin       For       For          Management
2     Elect Director Donald J. Ehrlich        For       For          Management
3     Elect Director Linda P. Hefner          For       For          Management
4     Elect Director Teri List-Stoll          For       For          Management
5     Elect Director Walter G. Lohr, Jr.      For       For          Management
6     Ratify Auditors                         For       For          Management
7     Increase Authorized Common Stock        For       For          Management
8     Amend Executive Incentive Bonus Plan    For       For          Management
9     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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EATON CORPORATION

Ticker:       ETN            Security ID:  278058102
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Alexander M. Cutler      For       For          Management
2     Elect Director Arthur E. Johnson        For       For          Management
3     Elect Director Deborah L. McCoy         For       For          Management
4     Approve Omnibus Stock Plan              For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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EBAY INC.

Ticker:       EBAY           Security ID:  278642103
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  MAR 08, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Marc L. Andreessen       For       For          Management
2     Elect Director William C. Ford, Jr.     For       For          Management
3     Elect Director Dawn G. Lepore           For       For          Management
4     Elect Director Kathleen C. Mitic        For       For          Management
5     Elect Director Pierre M. Omidyar        For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Amend Omnibus Stock Plan                For       For          Management
8     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
9     Declassify the Board of Directors       For       For          Management
10    Provide Right to Call Special Meeting   For       For          Management
11    Ratify Auditors                         For       For          Management


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EXPRESS SCRIPTS HOLDING COMPANY

Ticker:       ESRX           Security ID:  30219G108
Meeting Date: MAY 30, 2012   Meeting Type: Annual
Record Date:  APR 11, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Gary G. Benanav          For       For          Management
2     Elect Director Maura C. Breen           For       For          Management
3     Elect Director William J. Delaney       For       For          Management
4     Elect Director Nicholas J. Lahowchic    For       For          Management
5     Elect Director Thomas P. Mac Mahon      For       For          Management
6     Elect Director Frank Mergenthaler       For       For          Management
7     Elect Director Woodrow A. Myers, Jr.    For       For          Management
8     Elect Director John O. Parker, Jr.      For       For          Management
9     Election Of Director: George Paz        For       For          Management
10    Election Of Director: Myrtle S. Potter  For       For          Management
11    Elect Director William L. Roper         For       For          Management
12    Elect Director Samuel K. Skinner        For       Against      Management
13    Elect Director Seymour Sternberg        For       For          Management
14    Ratify Auditors                         For       For          Management
15    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
16    Report on Political Contributions       Against   Against      Shareholder
17    Provide Right to Act by Written Consent Against   For          Shareholder


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EXXON MOBIL CORPORATION

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 30, 2012   Meeting Type: Annual
Record Date:  APR 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director M.J. Boskin              For       For          Management
1.2   Elect Director P. Brabeck-Letmathe      For       For          Management
1.3   Elect Director L.R. Faulkner            For       For          Management
1.4   Elect Director J.S. Fishman             For       For          Management
1.5   Elect Director H.H. Fore                For       For          Management
1.6   Elect Director K.C. Frazier             For       For          Management
1.7   Elect Director W.W. George              For       For          Management
1.8   Elect Director S.J. Palmisano           For       For          Management
1.9   Elect Director S.S. Reinemund           For       For          Management
1.10  Elect Director R.W. Tillerson           For       For          Management
1.11  Elect Director E.E. Whitacre, Jr.       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Require Independent Board Chairman      Against   Against      Shareholder
5     Require a Majority Vote for the         Against   Against      Shareholder
      Election of Directors
6     Report on Political Contributions       Against   Against      Shareholder
7     Amend EEO Policy to Prohibit            Against   Against      Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
8     Report on Hydraulic Fracturing Risks    Against   Against      Shareholder
      to Company
9     Adopt Quantitative GHG Goals for        Against   Against      Shareholder
      Products and Operations


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FREEPORT-MCMORAN COPPER & GOLD INC.

Ticker:       FCX            Security ID:  35671D857
Meeting Date: JUN 14, 2012   Meeting Type: Annual
Record Date:  APR 18, 2012

#     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           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Request Director Nominee with           Against   Against      Shareholder
      Environmental Qualifications


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

GILEAD SCIENCES, INC.

Ticker:       GILD           Security ID:  375558103
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 14, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John F. Cogan            For       For          Management
1.2   Elect Director Etienne F. Davignon      For       For          Management
1.3   Elect Director James M. Denny           For       For          Management
1.4   Elect Director Carla A. Hills           For       For          Management
1.5   Elect Director Kevin E. Lofton          For       For          Management
1.6   Elect Director John W. Madigan          For       For          Management
1.7   Elect Director John C. Martin           For       For          Management
1.8   Elect Director Gordon E. Moore          For       For          Management
1.9   Elect Director Nicholas G. Moore        For       For          Management
1.10  Elect Director Richard J. Whitley       For       For          Management
1.11  Elect Director Gayle E. Wilson          For       For          Management
1.12  Elect Director Per Wold-Olsen           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Right to Act by Written Consent Against   Against      Shareholder
5     Submit Shareholder Rights Plan (Poison  Against   For          Shareholder
      Pill) to Shareholder Vote


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

GOOGLE INC.

Ticker:       GOOG           Security ID:  38259P508
Meeting Date: JUN 21, 2012   Meeting Type: Annual
Record Date:  APR 23, 2012

#     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 Diane B. Greene          For       For          Management
1.6   Elect Director John L. Hennessy         For       For          Management
1.7   Elect Director Ann Mather               For       Withhold     Management
1.8   Elect Director Paul S. Otellini         For       For          Management
1.9   Elect Director K. Ram Shriram           For       For          Management
1.10  Elect Director Shirley M. Tilghman      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Authorize a New Class of Common Stock   For       Against      Management
4     Increase Authorized Common Stock        For       Against      Management
5     Amend Charter to Provide For Class A    For       For          Management
      Common Holders to Receive Equal
      Consideration as Class B Common
      Holders in event of any Merger,
      Consolidation or Business Combination
6     Approve Omnibus Stock Plan              For       Against      Management
7     Approve Omnibus Stock Plan              For       Against      Management
8     Adopt Proxy Statement Reporting on      Against   Against      Shareholder
      Political Contributions and Advisory
      Vote
9     Amend Articles Regarding Arbitration    Against   Against      Shareholder
      of Shareholder Lawsuits
10    Approve Recapitalization Plan for all   Against   Against      Shareholder
      Stock to have One-vote per Share


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

GREEN MOUNTAIN COFFEE ROASTERS, INC.

Ticker:       GMCR           Security ID:  393122106
Meeting Date: MAR 22, 2012   Meeting Type: Annual
Record Date:  JAN 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William D. Davis         For       For          Management
1.2   Elect Director Jules A. del Vecchio     For       For          Management
1.3   Elect Director Robert P. Stiller        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Increase Authorized Common Stock        For       For          Management
4     Ratify Auditors                         For       For          Management


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

HALLIBURTON COMPANY

Ticker:       HAL            Security ID:  406216101
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     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       Against      Management
4     Elect Director Nance K. Dicciani        For       For          Management
5     Elect Director Murry S. Gerber          For       For          Management
6     Elect Director S. Malcolm Gillis        For       For          Management
7     Elect Director Abdallah S. Jum'ah       For       For          Management
8     Elect Director David J. Lesar           For       For          Management
9     Elect Director Robert A. Malone         For       For          Management
10    Elect Director J. Landis Martin         For       For          Management
11    Elect Director Debra L. Reed            For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Amend Omnibus Stock Plan                For       For          Management


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

JEFFERIES GROUP, INC.

Ticker:       JEF            Security ID:  472319102
Meeting Date: MAY 07, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     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     Ratify Auditors                         For       For          Management


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

JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  FEB 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mary Sue Coleman         For       For          Management
2     Elect Director James G. Cullen          For       For          Management
3     Elect Director Ian E.l. Davis           For       For          Management
4     Elect Director Alex Gorsky              For       For          Management
5     Elect Director Michael M.e. Johns       For       Against      Management
6     Elect Director Susan L. Lindquist       For       For          Management
7     Elect Director Anne M. Mulcahy          For       Against      Management
8     Elect Director Leo F. Mullin            For       For          Management
9     Elect Director William D. Perez         For       Against      Management
10    Elect Director Charles Prince           For       Against      Management
11    Elect Director David Satcher            For       For          Management
12    Elect Director William C. Weldon        For       For          Management
13    Elect Director Ronald A. Williams       For       Against      Management
14    Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
15    Approve Omnibus Stock Plan              For       For          Management
16    Ratify Auditors                         For       For          Management
17    Require Independent Board Chairman      Against   Against      Shareholder
18    Require Shareholder Vote to Approve     Against   Against      Shareholder
      Political Contributions
19    Adopt Animal-Free Training Methods      Against   Against      Shareholder


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

JOHNSON CONTROLS, INC.

Ticker:       JCI            Security ID:  478366107
Meeting Date: JAN 25, 2012   Meeting Type: Annual
Record Date:  NOV 17, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Dennis W. Archer         For       For          Management
1.2   Elect Director Mark P. Vergnano         For       For          Management
1.3   Elect Director Richard Goodman          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Declassify the Board of Directors       Against   For          Shareholder


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

LAS VEGAS SANDS CORP.

Ticker:       LVS            Security ID:  517834107
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jason N. Ader            For       For          Management
1.2   Elect Director Michael A. Leven         For       For          Management
1.3   Elect Director Jeffrey H. Schwartz      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

LEVEL 3 COMMUNICATIONS, INC.

Ticker:       LVLT           Security ID:  52729N308
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Walter Scott, Jr.        For       For          Management
1.2   Elect Director James Q. Crowe           For       For          Management
1.3   Elect Director Kevin P. Chilton         For       For          Management
1.4   Elect Director Archie R. Clemins        For       For          Management
1.5   Elect Director Steven T. Clontz         For       For          Management
1.6   Elect Director James O. Ellis, Jr.      For       For          Management
1.7   Elect Director Richard R. Jaros         For       For          Management
1.8   Elect Director Michael J. Mahoney       For       For          Management
1.9   Elect Director Charles C. Miller, III   For       For          Management
1.10  Elect Director Peter Seah Lim Huat      For       Withhold     Management
1.11  Elect Director John T. Reed             For       For          Management
1.12  Elect Director Albert C. Yates          For       For          Management
2     Increase Authorized Common Stock        For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Adopt NOL Rights Plan (NOL Pill)        For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

MANPOWERGROUP

Ticker:       MAN            Security ID:  56418H100
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Jeffrey A. Joerres       For       For          Management
2     Elect Director John R. Walter           For       For          Management
3     Elect Director  Marc J. Bolland         For       For          Management
4     Elect Director Ulice Payne, Jr.         For       For          Management
5     Change Company Name                     For       For          Management
6     Ratify Auditors                         For       For          Management
7     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

MARVELL TECHNOLOGY GROUP LTD.

Ticker:       MRVL           Security ID:  G5876H105
Meeting Date: JUN 28, 2012   Meeting Type: Annual
Record Date:  MAY 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Sehat Sutardja           For       For          Management
2     Elect Director Pantas Sutardja          For       For          Management
3     Elect Director Juergen Gromer           For       For          Management
4     Elect Director Arturo Krueger           For       For          Management
5     Elect Director Randhir Thakur           For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Approve PricewaterhouseCoopers LLP  as  For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration


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

MONSANTO COMPANY

Ticker:       MON            Security ID:  61166W101
Meeting Date: JAN 24, 2012   Meeting Type: Annual
Record Date:  NOV 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Directors Janice L. Fields        For       For          Management
2     Elect Directors Hugh Grant              For       For          Management
3     Elect Directors C. Steven McMillan      For       For          Management
4     Elect Directors Robert J. Stevens       For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Amend Omnibus Stock Plan                For       For          Management
8     Report on Risk of Genetically           Against   Against      Shareholder
      Engineered Products


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

NATIONAL OILWELL VARCO, INC.

Ticker:       NOV            Security ID:  637071101
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Merrill A. Miller, Jr.   For       For          Management
2     Elect Director Greg L. Armstrong        For       For          Management
3     Elect Director David D. Harrison        For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Report on Political Contributions       Against   Against      Shareholder


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

NETAPP, INC.

Ticker:       NTAP           Security ID:  64110D104
Meeting Date: AUG 31, 2011   Meeting Type: Annual
Record Date:  JUL 11, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Daniel J. Warmenhoven    For       For          Management
1.2   Elect Director Nicholas G. Moore        For       For          Management
1.3   Elect Director Thomas Georgens          For       For          Management
1.4   Elect Director Jeffry R. Allen          For       For          Management
1.5   Elect Director Allan L. Earhart         For       For          Management
1.6   Elect Director Gerald Held              For       For          Management
1.7   Elect Director T. Michael Nevens        For       For          Management
1.8   Elect Director George T. Shaheen        For       For          Management
1.9   Elect Director Robert T. Wall           For       For          Management
1.10  Elect Director Richard P. Wallace       For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management
6     Ratify Auditors                         For       For          Management


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

NOBLE CORPORATION

Ticker:       NE             Security ID:  H5833N103
Meeting Date: APR 27, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Decrease in Size of Board       For       For          Management
2.1   Elect Director Julie H. Edwards         For       For          Management
2.2   Elect Director David W. Williams        For       For          Management
3     Accept Financial Statements and         For       For          Management
      Statutory Reports
4     Approve Dividends                       For       For          Management
5     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Independent Registered Public
      Accounting Firm and
      PricewaterhouseCoopers AG as Statutory
      Auditor
6     Approve Discharge of Board and Senior   For       For          Management
      Management
7     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
8     Amend Omnibus Stock Plan                For       For          Management


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

ORACLE CORPORATION

Ticker:       ORCL           Security ID:  68389X105
Meeting Date: OCT 12, 2011   Meeting Type: Annual
Record Date:  AUG 15, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey S. Berg          For       For          Management
1.2   Elect Director H. Raymond Bingham       For       Withhold     Management
1.3   Elect Director Michael J. Boskin        For       For          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       For          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  Director Naomi O. Seligman              For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   None      Three Years  Management
4     Ratify Auditors                         For       For          Management
5     Stock Retention/Holding Period          Against   Against      Shareholder


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

PACCAR INC

Ticker:       PCAR           Security ID:  693718108
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mark C. Pigott           For       For          Management
1.2   Elect Director Warren R. Staley         For       For          Management
1.3   Elect Director Charles R. Williamson    For       For          Management
2     Require a Majority Vote for the         For       For          Shareholder
      Election of Directors
3     Reduce Supermajority Vote Requirement   Against   For          Shareholder
4     Declassify the Board of Directors       Against   For          Shareholder


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

PEPSICO, INC.

Ticker:       PEP            Security ID:  713448108
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Shona L. Brown           For       For          Management
2     Elect Director Ian M. Cook              For       For          Management
3     Elect Director Dina Dublon              For       For          Management
4     Elect Director Victor J. Dzau           For       For          Management
5     Elect Director Ray L. Hunt              For       For          Management
6     Elect Director Alberto Ibarguen         For       For          Management
7     Elect Director Indra K. Nooyi           For       For          Management
8     Elect Director Sharon Percy Rockefeller For       For          Management
9     Elect Director James J. Schiro          For       For          Management
10    Elect Director Lloyd G. Trotter         For       For          Management
11    Elect Director Daniel Vasella           For       For          Management
12    Elect Director Alberto Weisser          For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Amend Omnibus Stock Plan                For       For          Management
16    Report on Lobbying Payments and Policy  Against   Against      Shareholder
17    Establish Risk Oversight Committee      Against   Against      Shareholder
18    Require Independent Board Chairman      Against   Against      Shareholder


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

PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  FEB 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Dennis A. Ausiello       For       For          Management
2     Elect Director M. Anthony Burns         For       For          Management
3     Elect Director W. Don Cornwell          For       For          Management
4     Elect Director Frances D. Fergusson     For       For          Management
5     Elect Director William H. Gray, III     For       For          Management
6     Elect Director Helen H. Hobbs           For       For          Management
7     Elect Director Constance J. Horner      For       For          Management
8     Elect Director James M. Kilts           For       For          Management
9     Elect Director George A. Lorch          For       For          Management
10    Elect Director John P. Mascotte         For       For          Management
11    Elect Director Suzanne Nora Johnson     For       For          Management
12    Elect Director Ian C. Read              For       For          Management
13    Elect Director Stephen W. Sanger        For       For          Management
14    Elect Director Marc Tessier-Lavigne     For       For          Management
15    Ratify Auditors                         For       For          Management
16    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
17    Publish 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    Non-Employee Director Compensation      Against   Against      Shareholder


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

PRECISION CASTPARTS CORP.

Ticker:       PCP            Security ID:  740189105
Meeting Date: AUG 16, 2011   Meeting Type: Annual
Record Date:  JUN 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Don R. Graber            For       For          Management
1.2   Elect Director Lester L. Lyles          For       For          Management
1.3   Elect Director Timothy A. Wicks         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management


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

PRICELINE.COM INCORPORATED

Ticker:       PCLN           Security ID:  741503403
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffery H. Boyd          For       For          Management
1.2   Elect Director Ralph M. Bahna           For       For          Management
1.3   Elect Director Howard W. Barker, Jr.    For       For          Management
1.4   Elect Director Jan L. Docter            For       For          Management
1.5   Elect Director Jeffrey E. Epstein       For       For          Management
1.6   Elect Director James M. Guyette         For       For          Management
1.7   Elect Director Nancy B. Peretsman       For       For          Management
1.8   Elect Director Craig W. Rydin           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Right to Act by Written Consent Against   Against      Shareholder


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

QUALCOMM INCORPORATED

Ticker:       QCOM           Security ID:  747525103
Meeting Date: MAR 06, 2012   Meeting Type: Annual
Record Date:  JAN 09, 2012

#     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 Paul E. Jacobs           For       For          Management
1.7   Elect Director Robert E. Kahn           For       For          Management
1.8   Elect Director Sherry Lansing           For       For          Management
1.9   Elect Director Duane A. Nelles          For       For          Management
1.10  Elect Director Francisco Ros            For       For          Management
1.11  Elect Director Brent Scowcroft          For       For          Management
1.12  Elect Director Marc I. Stern            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Eliminate Provision Relating to         For       For          Management
      Plurality Voting for the Election of
      Directors


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

RACKSPACE HOSTING, INC.

Ticker:       RAX            Security ID:  750086100
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director S. James Bishkin         For       For          Management
2     Elect Director Fred Reichheld           For       For          Management
3     Elect Director Mark P. Mellin           For       For          Management
4     Ratify Auditors                         For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management


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

RANGE RESOURCES CORPORATION

Ticker:       RRC            Security ID:  75281A109
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Charles L. Blackburn     For       For          Management
2     Elect Director Anthony V. Dub           For       For          Management
3     Elect Director V. Richard Eales         For       For          Management
4     Elect Director Allen Finkelson          For       For          Management
5     Elect Director James M. Funk            For       For          Management
6     Elect Director Jonathan S. Linker       For       For          Management
7     Elect Director Kevin S. McCarthy        For       For          Management
8     Elect Director John H. Pinkerton        For       For          Management
9     Elect Director Jeffrey L. Ventura       For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
11    Ratify Auditors                         For       For          Management
12    Pro-rata Vesting of Equity Awards       Against   Against      Shareholder
13    Include Sustainability as a             Against   Against      Shareholder
      Performance Measure for Senior
      Executive Compensation


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

RED HAT, INC.

Ticker:       RHT            Security ID:  756577102
Meeting Date: AUG 11, 2011   Meeting Type: Annual
Record Date:  JUN 15, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Sohaib Abbasi            For       For          Management
2     Elect Director Narendra K. Gupta        For       For          Management
3     Elect Director William S. Kaiser        For       For          Management
4     Elect Director James M. Whitehurst      For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management
8     Approve Executive Incentive Bonus Plan  For       For          Management


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

ROPER INDUSTRIES, INC.

Ticker:       ROP            Security ID:  776696106
Meeting Date: JUN 04, 2012   Meeting Type: Annual
Record Date:  APR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert D. Johnson        For       For          Management
1.2   Elect Director Robert E. Knowling, Jr.  For       For          Management
1.3   Elect Director Wilbur J. Prezzano       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management


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

SALESFORCE.COM, INC.

Ticker:       CRM            Security ID:  79466L302
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Craig Ramsey             For       For          Management
2     Elect Director Sanford R. Robertson     For       Against      Management
3     Elect Director Maynard Webb             For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Declassify the Board of Directors       Against   For          Shareholder


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

SCHLUMBERGER LIMITED

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 11, 2012   Meeting Type: Annual
Record Date:  FEB 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Peter L.S. Currie        For       For          Management
1.2   Elect Director Tony Isaac               For       For          Management
1.3   Elect Director K. Vaman Kamath          For       For          Management
1.4   Elect Director Paal Kibsgaard           For       For          Management
1.5   Elect Director Nikolay Kudryavtsev      For       For          Management
1.6   Elect Director Adrian Lajous            For       For          Management
1.7   Elect Director Michael E. Marks         For       For          Management
1.8   Elect Director Elizabeth Moler          For       For          Management
1.9   Elect Director Lubna S. Olayan          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
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Adopt and Approve Financials and        For       For          Management
      Dividends
4     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
5     Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan


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

STANLEY BLACK & DECKER, INC.

Ticker:       SWK            Security ID:  854502101
Meeting Date: APR 17, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Patrick D. Campbell      For       For          Management
1.2   Elect Director Benjamin H. Griswold, IV For       For          Management
1.3   Elect Director Eileen S. Kraus          For       For          Management
1.4   Elect Director Robert L. Ryan           For       For          Management
2     Declassify the Board of Directors       For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

STARBUCKS CORPORATION

Ticker:       SBUX           Security ID:  855244109
Meeting Date: MAR 21, 2012   Meeting Type: Annual
Record Date:  JAN 12, 2012

#     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 Joshua Cooper Ramo       For       For          Management
7     Elect Director James G. Shennan, Jr.    For       For          Management
8     Elect Director Clara Shih               For       For          Management
9     Elect Director Javier G. Teruel         For       For          Management
10    Elect Director Myron E. Ullman, III     For       For          Management
11    Elect Director Craig E. Weatherup       For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Amend Executive Incentive Bonus Plan    For       For          Management
14    Ratify Auditors                         For       For          Management
15    Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Environmental
      Sustainability


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

STRYKER CORPORATION

Ticker:       SYK            Security ID:  863667101
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Howard E. Cox, Jr.       For       For          Management
1.2   Elect Director S.M. Datar               For       For          Management
1.3   Elect Director Roch Doliveux            For       For          Management
1.4   Elect Director Louise L. Francesconi    For       For          Management
1.5   Elect Director Allan C. Golston         For       For          Management
1.6   Elect Director Howard L. Lance          For       For          Management
1.7   Elect Director William U. Parfet        For       For          Management
1.8   Elect Director Ronda E. Stryker         For       Withhold     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     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

TEREX CORPORATION

Ticker:       TEX            Security ID:  880779103
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ronald M. De Feo         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
1.9   Elect Director Scott W. Wine            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

TESLA MOTORS, INC.

Ticker:       TSLA           Security ID:  88160R101
Meeting Date: JUN 06, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Antonio J. Gracias       For       For          Management
1.2   Elect Director Kimbal Musk              For       For          Management
2     Ratify Auditors                         For       For          Management


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

TEXAS INSTRUMENTS INCORPORATED

Ticker:       TXN            Security ID:  882508104
Meeting Date: APR 19, 2012   Meeting Type: Annual
Record Date:  FEB 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director R.W. Babb, Jr.           For       For          Management
2     Elect Director D.A. Carp                For       For          Management
3     Elect Director C.S. Cox                 For       For          Management
4     Elect Director P.H. Patsley             For       For          Management
5     Elect Director R.E. Sanchez             For       For          Management
6     Elect Director W.R. Sanders             For       For          Management
7     Elect Director R.J. Simmons             For       For          Management
8     Elect Director R.K. Templeton           For       For          Management
9     Elect Director C.T. Whitman             For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
11    Ratify Auditors                         For       For          Management


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

THE BOEING COMPANY

Ticker:       BA             Security ID:  097023105
Meeting Date: APR 30, 2012   Meeting Type: Annual
Record Date:  MAR 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director David L. Calhoun         For       For          Management
2     Elect Director Arthur D. Collins, Jr.   For       For          Management
3     Elect Director Linda Z. Cook            For       For          Management
4     Elect Director Kenneth M. Duberstein    For       For          Management
5     Elect Director Edmund P. Giambastiani,  For       For          Management
      Jr.
6     Elect Director Lawrence W. Kellner      For       For          Management
7     Elect Director Edward M. Liddy          For       For          Management
8     Elect Director W. James McNerney, Jr.   For       For          Management
9     Elect Director Susan C. Schwab          For       For          Management
10    Elect Director Ronald A. Williams       For       For          Management
11    Elect Director Mike S. Zafirovski       For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Ratify Auditors                         For       For          Management
14    Report on Political Contributions       Against   Against      Shareholder
15    Provide Right to Act by Written Consent Against   Against      Shareholder
16    Adopt Retention Ratio for               Against   Against      Shareholder
      Executives/Directors
17    Submit SERP to Shareholder Vote         Against   Against      Shareholder


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

THE COCA-COLA COMPANY

Ticker:       KO             Security ID:  191216100
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

#     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 Richard M. Daley         For       For          Management
5     Elect Director Barry Diller             For       Against      Management
6     Elect Director Evan G. Greenberg        For       For          Management
7     Elect Director Alexis M. Herman         For       For          Management
8     Elect Director Muhtar Kent              For       For          Management
9     Elect Director Donald R. Keough         For       For          Management
10    Elect Director Robert A. Kotick         For       For          Management
11    Elect Director Maria Elena Lagomasino   For       For          Management
12    Elect Director Donald F. McHenry        For       For          Management
13    Elect Director Sam Nunn                 For       For          Management
14    Elect Director James D. Robinson, III   For       For          Management
15    Elect Director Peter V. Ueberroth       For       For          Management
16    Elect Director Jacob Wallenberg         For       Against      Management
17    Elect Director James B. Williams        For       For          Management
18    Ratify Auditors                         For       For          Management
19    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

THE GOLDMAN SACHS GROUP, INC.

Ticker:       GS             Security ID:  38141G104
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lloyd C. Blankfein       For       For          Management
2     Elect Director M. Michele Burns         For       For          Management
3     Elect Director Gary D. Cohn             For       For          Management
4     Elect Director Claes Dahlback           For       For          Management
5     Elect Director Stephen Friedman         For       For          Management
6     Elect Director William W. George        For       For          Management
7     Elect Director James A. Johnson         For       For          Management
8     Elect Director Lakshmi N. Mittal        For       For          Management
9     Elect Director James J. Schiro          For       For          Management
10    Elect Director Debora L. Spar           For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Ratify Auditors                         For       For          Management
13    Provide for Cumulative Voting           Against   Against      Shareholder
14    Stock Retention/Holding Period          Against   Against      Shareholder
15    Report on Lobbying Payments and Policy  Against   Against      Shareholder


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

THE HOME DEPOT, INC.

Ticker:       HD             Security ID:  437076102
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     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       For          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           For       For          Management
      Executive Officers' Compensation
13    Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
14    Adopt Proxy Statement Reporting on      Against   Against      Shareholder
      Political Contributions and Advisory
      Vote
15    Prepare Employment Diversity Report     Against   Against      Shareholder
16    Amend Right to Act by Written Consent   Against   Against      Shareholder
17    Amend Bylaws -- Call Special Meetings   Against   Against      Shareholder
18    Report on Charitable Contributions      Against   Against      Shareholder
19    Adopt Storm Water Run-off Management    Against   Against      Shareholder
      Policy


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

THE PROCTER & GAMBLE COMPANY

Ticker:       PG             Security ID:  742718109
Meeting Date: OCT 11, 2011   Meeting Type: Annual
Record Date:  AUG 12, 2011

#     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 Susan Desmond-Hellmann   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 Margaret C. Whitman      For       For          Management
9     Elect Director Mary Agnes Wilderotter   For       For          Management
10    Elect Director Patricia A. Woertz       For       For          Management
11    Elect Director Ernesto Zedillo          For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management
15    Amend Articles of Incorporation         For       For          Management
16    Provide for Cumulative Voting           Against   Against      Shareholder
17    Phase Out Use of Laboratory Animals in  Against   Against      Shareholder
      Pet Food Product Testing
18    Report on Political Contributions and   Against   Against      Shareholder
      Provide Advisory Vote


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

UNITED TECHNOLOGIES CORPORATION

Ticker:       UTX            Security ID:  913017109
Meeting Date: APR 11, 2012   Meeting Type: Annual
Record Date:  FEB 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Louis R. Chenevert       For       For          Management
2     Elect Director John V. Faraci           For       For          Management
3     Elect Director Jean-Pierre Garnier, Ph. For       For          Management
      D.
4     Elect Director Jamie S. Gorelick        For       For          Management
5     Elect Director Edward A. Kangas         For       Against      Management
6     Elect Director Ellen J. Kullman         For       For          Management
7     Elect Director Richard D. McCormick     For       For          Management
8     Elect Director Harold McGraw, III       For       For          Management
9     Elect Director Richard B. Myers         For       For          Management
10    Elect Director H. Patrick Swygert       For       For          Management
11    Elect Director Andre Villeneuve         For       For          Management
12    Elect Director Christine Todd Whitman   For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

VALEANT PHARMACEUTICALS INTERNATIONAL, INC.

Ticker:       VRX            Security ID:  91911K102
Meeting Date: MAY 30, 2012   Meeting Type: Annual
Record Date:  APR 03, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ronald H. Farmer         For       For          Management
1.2   Elect Director Robert A. Ingram         For       For          Management
1.3   Elect Director Theo Melas-Kyriazi       For       For          Management
1.4   Elect Director G. Mason Morfit          For       For          Management
1.5   Elect Director Laurence E. Paul         For       For          Management
1.6   Elect Director J. Michael Pearson       For       For          Management
1.7   Elect Director Robert N. Power          For       For          Management
1.8   Elect Director Norma A. Provencio       For       For          Management
1.9   Elect Director Lloyd M. Segal           For       For          Management
1.10  Elect Director Katharine B. Stevenson   For       For          Management
2     Advisory Vote on Executive              For       For          Management
      Compensation Approach
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors


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

VERIFONE SYSTEMS, INC.

Ticker:       PAY            Security ID:  92342Y109
Meeting Date: JUN 27, 2012   Meeting Type: Annual
Record Date:  MAY 04, 2012

#     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 Dr. 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 Jeffrey E. Stiefler      For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

VERIZON COMMUNICATIONS INC.

Ticker:       VZ             Security ID:  92343V104
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Richard L. Carrion       For       For          Management
2     Elect Director Melanie L. Healey        For       For          Management
3     Elect Director M. Frances Keeth         For       For          Management
4     Elect Director Robert W. Lane           For       For          Management
5     Elect Director Lowell C. McAdam         For       For          Management
6     Elect Director Sandra O. Moose          For       For          Management
7     Elect Director Joseph Neubauer          For       For          Management
8     Elect Director Donald T. Nicolaisen     For       For          Management
9     Elect Director Clarence Otis, Jr.       For       For          Management
10    Elect Director Hugh B. Price            For       For          Management
11    Elect Director Rodney E. Slater         For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Disclose Prior Government Service       Against   Against      Shareholder
15    Report on Lobbying Payments and Policy  Against   Against      Shareholder
16    Performance-Based and/or Time-Based     Against   Against      Shareholder
      Equity Awards
17    Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings
18    Provide Right to Act by Written Consent Against   Against      Shareholder
19    Commit to Wireless Network Neutrality   Against   Against      Shareholder


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

VISA INC.

Ticker:       V              Security ID:  92826C839
Meeting Date: JAN 31, 2012   Meeting Type: Annual
Record Date:  DEC 05, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Gary P. Coughlan         For       For          Management
2     Elect Director Mary B. Cranston         For       Against      Management
3     Elect Director Francisco Javier         For       For          Management
      Fernandez-Carbajal
4     Elect Director Robert W. Matschullat    For       For          Management
5     Elect Director Cathy E. Minehan         For       For          Management
6     Elect Director Suzanne Nora Johnson     For       For          Management
7     Elect Director David J. Pang            For       For          Management
8     Elect Director Joseph W. Saunders       For       For          Management
9     Elect Director William S. Shanahan      For       For          Management
10    Elect Director John A. Swainson         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Amend Omnibus Stock Plan                For       For          Management
13    Ratify Auditors                         For       For          Management


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

VMWARE, INC.

Ticker:       VMW            Security ID:  928563402
Meeting Date: MAY 31, 2012   Meeting Type: Annual
Record Date:  APR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
2     Ratify Auditors                         For       For          Management


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

WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  FEB 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John D. Baker, II        For       For          Management
2     Elect Director Elaine L. Chao           For       For          Management
3     Elect Director John S. Chen             For       For          Management
4     Elect Director Lloyd H. Dean            For       For          Management
5     Elect Director Susan E. Engel           For       For          Management
6     Elect Director Enrique Hernandez, Jr.   For       For          Management
7     Elect Director Donald M. James          For       For          Management
8     Elect Director Cynthia H. Milligan      For       For          Management
9     Elect Director Nicholas G. Moore        For       For          Management
10    Elect Director Federico F. Pena         For       For          Management
11    Elect Director Philip J. Quigley        For       For          Management
12    Elect Director Judith M. Runstad        For       For          Management
13    Elect Director Stephen W. Sanger        For       For          Management
14    Elect Director John G. Stumpf           For       For          Management
15    Elect Director Susan G. Swenson         For       For          Management
16    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
17    Ratify Auditors                         For       For          Management
18    Require Independent Board Chairman      Against   Against      Shareholder
19    Provide for Cumulative Voting           Against   Against      Shareholder
20    Adopt Proxy Access Right                Against   Against      Shareholder
21    Require Audit Committee Review and      Against   Against      Shareholder
      Report on Controls Related to Loans,
      Foreclosure and Securitizations


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

WHOLE FOODS MARKET, INC.

Ticker:       WFM            Security ID:  966837106
Meeting Date: MAR 09, 2012   Meeting Type: Annual
Record Date:  JAN 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John Elstrott            For       For          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       For          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       For          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       For          Management
1.11  Elect Director W. (Kip) Tindell, III    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Increase Authorized Common Stock        For       For          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 27, 2012