UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number 811-21969
The GDL Fund
(Exact name of registrant as specified in charter)
One Corporate Center
Rye, New York 10580-1422
(Address of principal executive offices) (Zip code)
Bruce N. Alpert
Gabelli Funds, LLC
One Corporate Center
Rye, New York 10580-1422
(Name and address of agent for service)
Registrant's telephone number, including area code: 1-800-422-3554
Date of fiscal year end: December 31
Date of reporting period: July 1, 2011 - June 30, 2012
Form N-PX is to be used by a registered management investment company, other
than a small business investment company registered on Form N-5 (Sections 239.24
and 274.5 of this chapter), to file reports with the Commission, not later than
August 31 of each year, containing the registrant's proxy voting record for the
most recent twelve-month period ended June 30, pursuant to section 30 of the
Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4).
The Commission may use the information provided on Form N-PX in its regulatory,
disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and
the Commission will make this information public. A registrant is not required
to respond to the collection of information contained in Form N-PX unless the
Form displays a currently valid Office of Management and Budget ("OMB") control
number. Please direct comments concerning the accuracy of the information
collection burden estimate and any suggestions for reducing the burden to the
Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC
20549. The OMB has reviewed this collection of information under the clearance
requirements of 44 U.S.C. Section 3507.
PROXY VOTING RECORD
FOR PERIOD JULY 1, 2011 TO JUNE 30, 2012
INVESTMENT COMPANY REPORT
NATIONWIDE HEALTH PROPERTIES, INC.
SECURITY 638620104 MEETING TYPE Special
TICKER SYMBOL NHP MEETING DATE 01-Jul-2011
ISIN US6386201049 AGENDA 933462006 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF Management For For
FEBRUARY 27, 2011, BY AND AMONG VENTAS, INC., ITS
WHOLLY OWNED SUBSIDIARY, NEEDLES ACQUISITION LLC, AND
NATIONWIDE HEALTH PROPERTIES, INC. (NHP), AND APPROVE
THE MERGER OF NHP WITH AND INTO NEEDLES ACQUISITION LLC
AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE
AGREEMENT AND PLAN OF MERGER.
K SEA TRANSPORTATION PARTNERS LP
SECURITY 48268Y101 MEETING TYPE Special
TICKER SYMBOL KSP MEETING DATE 01-Jul-2011
ISIN US48268Y1010 AGENDA 933472829 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 APPROVAL OF AGREEMENT & PLAN OF MERGER DATED MARCH 13, Management For For
2011, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO
TIME, BY & AMONG K-SEA, K-SEA GENERAL PARTNER L.P.,
K-SEA GENERAL PARTNER GP LLC, K-SEA IDR HOLDINGS LLC,
KIRBY CORPORATION, KSP HOLDING SUB, LLC, KSP LP SUB,
LLC, & KSP MERGER SUB, LLC, ALL AS MORE FULLY DESCRIBED
IN THE PROXY STATEMENT.
02 THE PROPOSAL TO APPROVE THE AMENDED AND RESTATED K-SEA Management For For
TRANSPORTATION PARTNERS L.P. LONG- TERM INCENTIVE PLAN,
INCLUDING AN INCREASE IN THE NUMBER OF COMMON UNITS OF
K-SEA AUTHORIZED FOR ISSUANCE THEREUNDER FROM 440,000
COMMON UNITS TO 940,000 COMMON UNITS.
03 THE PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against
COMPENSATION TO BE RECEIVED BY K-SEA GENERAL PARTNER GP
LLC EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.
NYSE EURONEXT
SECURITY 629491101 MEETING TYPE Special
TICKER SYMBOL NYX MEETING DATE 07-Jul-2011
ISIN US6294911010 AGENDA 933456837 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 TO ADOPT THE BUSINESS COMBINATION AGREEMENT, DATED AS Management For For
OF FEBRUARY 15, 2011, AS AMENDED, BY AND AMONG DEUTSCHE
BORSE AG, NYSE EURONEXT, ALPHA BETA NETHERLANDS HOLDING
N.V. ("HOLDCO") AND POMME MERGER CORPORATION, AND
APPROVE THE TRANSACTIONS CONTEMPLATED BY THE BUSINESS
COMBINATION AGREEMENT.
2A TO INCLUDE PROVISIONS IN THE HOLDCO ARTICLES OF Management For For
ASSOCIATION TO AMEND THE HOLDCO ARTICLES OF ASSOCIATION
AND TO APPROVE CERTAIN EXTRAORDINARY TRANSACTIONS OF
HOLDCO.
2B TO INCLUDE PROVISIONS IN THE HOLDCO ARTICLES OF Management For For
ASSOCIATION TO ELECT DIRECTORS IN CERTAIN CIRCUMSTANCES
AND REMOVE DIRECTORS.
2C TO INCLUDE PROVISIONS IN THE HOLDCO ARTICLES OF Management For For
ASSOCIATION PROVIDING FOR THE APPOINTMENT OF DIRECTORS
TO THE HOLDCO BOARD, ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
03 APPROVE ANY PROPOSAL, IF MADE BY CHAIRMAN OF THE NYSE Management For For
EURONEXT BOARD, TO ADJOURN OR POSTPONE THE SPECIAL
MEETING IN ORDER TO (1) SOLICIT ADDITIONAL PROXIES WITH
RESPECT TO ABOVE-MENTIONED PROPOSALS &/OR (2) HOLD
SPECIAL MEETING ON A DATE THAT IS ON OR ABOUT DATE OF
EXPIRATION OF OFFER ACCEPTANCE PERIOD FOR EXCHANGE
OFFER, IN EVENT THAT SUCH DATE OF EXPIRATION IS
EXTENDED.
SAVVIS INC.
SECURITY 805423308 MEETING TYPE Special
TICKER SYMBOL SVVS MEETING DATE 13-Jul-2011
ISIN US8054233080 AGENDA 933481044 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF APRIL 26, 2011, AMONG CENTURYLINK, INC.,
MIMI ACQUISITION COMPANY, A WHOLLY OWNED SUBSIDIARY OF
CENTURYLINK, AND SAVVIS, INC., AS SUCH AGREEMENT MAY BE
AMENDED FROM TIME TO TIME (THE "MERGER AGREEMENT").
02 PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF NECESSARY Management For For
OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL
MEETING TO ADOPT THE MERGER AGREEMENT.
03 PROPOSAL TO APPROVE, THE ADVISORY (NON-BINDING) Management Abstain Against
RESOLUTION ON COMPENSATION TO BE PAID TO NAMED
EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE
RELATES TO THE MERGER.
CEPHALON, INC.
SECURITY 156708109 MEETING TYPE Special
TICKER SYMBOL CEPH MEETING DATE 14-Jul-2011
ISIN US1567081096 AGENDA 933482072 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER BY Management For For
AND AMONG CEPHALON, INC., TEVA PHARMACEUTICAL
INDUSTRIES LTD. AND COPPER ACQUISITION CORP. AS IT MAY
BE AMENDED FROM TIME TO TIME.
02 PROPOSAL TO ADJOURN THE SPECIAL MEETING TO A LATER DATE Management For For
TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT
VOTES TO APPROVE PROPOSAL NUMBER 1 AT THE TIME OF THE
SPECIAL MEETING.
03 NON-BINDING PROPOSAL TO APPROVE CERTAIN COMPENSATION Management Abstain Against
ARRANGEMENTS FOR CEPHALON, INC.'S NAMED EXECUTIVE
OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED IN
THE AGREEMENT AND PLAN OF MERGER BY AND AMONG CEPHALON,
INC., TEVA PHARMACEUTICAL INDUSTRIES LTD. AND COPPER
ACQUISITION CORP. AS IT MAY BE AMENDED FROM TIME TO
TIME.
SRA INTERNATIONAL, INC.
SECURITY 78464R105 MEETING TYPE Special
TICKER SYMBOL SRX MEETING DATE 15-Jul-2011
ISIN US78464R1059 AGENDA 933482060 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF MARCH 31, 2011, BY AND AMONG SRA
INTERNATIONAL, INC., STERLING PARENT INC. AND STERLING
MERGER INC., PROVIDING FOR, AMONG OTHER THINGS, THE
MERGER OF STERLING MERGER INC. WITH AND INTO SRA
INTERNATIONAL, INC. WITH SRA INTERNATIONAL, INC. AS THE
SURVIVING CORPORATION.
02 PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF NECESSARY Management For For
OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL
MEETING TO ADOPT THE MERGER AGREEMENT.
INTEGRAL SYSTEMS, INC.
SECURITY 45810H107 MEETING TYPE Special
TICKER SYMBOL ISYS MEETING DATE 26-Jul-2011
ISIN US45810H1077 AGENDA 933485319 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 TO APPROVE THE AGREEMENT & PLAN OF MERGER, DATED MAY Management For For
15, 2011, BY AND AMONG KRATOS DEFENSE & SECURITY
SOLUTIONS, INC., INTEGRAL SYSTEMS, INC., IRIS MERGER
SUB INC., A WHOLLY-OWNED SUBSIDIARY OF KRATOS DEFENSE &
SECURITY SOLUTIONS, INC., & IRIS ACQUISITION SUB LLC,
AND THE OTHER TRANSACTIONS CONTEMPLATED THEREBY, ALL AS
MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
02 ADVISORY (NON-BINDING) VOTE TO APPROVE THE GOLDEN Management Abstain Against
PARACHUTE COMPENSATION ARRANGEMENTS FOR INTEGRAL
SYSTEMS, INC.'S NAMED EXECUTIVE OFFICERS.
03 TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING OF Management For For
STOCKHOLDERS OF THE COMPANY, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE
NOT SUFFICIENT VOTES IN FAVOR OF PROPOSAL NO. 1 AT THE
TIME OF THE SPECIAL MEETING OF STOCKHOLDERS OF THE
COMPANY.
NORTHUMBRIAN WTR GROUP PLC
SECURITY G6661T130 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 28-Jul-2011
ISIN GB0033029744 AGENDA 703198350 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1 To receive and adopt the audited financial statements Management For For
and the reports of the Directors and the Auditors for
the year ended 3/31/2011
2 To approve the Directors' remuneration report for the Management For For
year ended 31 March 2011
3 To declare a final dividend of 9.57 pence per ordinary Management For For
10 pence share
4 To elect Paul Rew as a director Management For For
5 To elect Simon Lyster as a director Management For For
6 To re-elect Sir Patrick Brown as a director Management For For
7 To re-elect Margaret Fay as a director Management For For
8 To re-elect Chris Green as a director Management For For
9 To re-elect Heidi Mottram as a director Management For For
10 To re-elect Martin Negre as a director Management For For
11 To re-elect Alex Scott-Barrett as a director Management For For
12 To re-elect Sir Derek Wanless as a director Management For For
13 To re-appoint Ernst and Young LLP as auditors Management For For
14 To authorise the directors to determine the auditors' Management For For
remuneration
15 To authorise political donations Management For For
16 To authorise the directors to allot shares Management For For
17 To authorise the disapplication of pre-emption rights Management For For
18 To authorise the Company to purchase its own shares Management For For
19 To authorise notice period for general meetings Management For For
20 To ratify and confirm historic interim dividends and Management For For
authorise the Company to enter into deeds of release of
claims in favour of shareholders and directors
THE FORZANI GROUP LTD.
SECURITY 349907105 MEETING TYPE Annual
TICKER SYMBOL FRZNF MEETING DATE 29-Jul-2011
ISIN CA3499071056 AGENDA 933487072 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 TO REAPPOINT ERNST & YOUNG LLP, CHARTERED ACCOUNTANTS, Management For For
AS AUDITORS OF THE CORPORATION FOR THE ENSUING YEAR AND
AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION AS
SUCH.
02 TO SET THE NUMBER OF DIRECTORS TO BE ELECTED AT THE Management For For
MEETING AT NINE (9).
03 DIRECTOR Management
1 ALBRECHT W.A. BELLSTEDT For For
2 ROMAN DORONIUK For For
3 HENRI DROUIN For For
4 JOHN M. FORZANI For For
5 DONALD E. GASS For For
6 JAY A.J. PETERS For For
7 ROBERT SARTOR For For
8 ERIC SCHWITZER For For
9 PAUL S. WALTERS For For
04 TO APPROVE A RESOLUTION DESCRIBED IN SCHEDULE "B" TO Management Against Against
THE CORPORATION'S INFORMATION CIRCULAR DATED JUNE 24,
2011 RATIFYING THE CONTINUED EXISTENCE OF THE
CORPORATION'S SHAREHOLDER RIGHTS PLAN AGREEMENT DATED
JUNE 11, 2008.
THE FORZANI GROUP LTD.
SECURITY 349907105 MEETING TYPE Annual
TICKER SYMBOL FRZNF MEETING DATE 29-Jul-2011
ISIN CA3499071056 AGENDA 933487084 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 TO REAPPOINT ERNST & YOUNG LLP, CHARTERED ACCOUNTANTS, Management For For
AS AUDITORS OF THE CORPORATION FOR THE ENSUING YEAR AND
AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION AS
SUCH.
02 TO SET THE NUMBER OF DIRECTORS TO BE ELECTED AT THE Management For For
MEETING AT NINE (9).
03 DIRECTOR Management
1 ALBRECHT W.A. BELLSTEDT For For
2 ROMAN DORONIUK For For
3 HENRI DROUIN For For
4 JOHN M. FORZANI For For
5 DONALD E. GASS For For
6 JAY A.J. PETERS For For
7 ROBERT SARTOR For For
8 ERIC SCHWITZER For For
9 PAUL S. WALTERS For For
04 TO APPROVE A RESOLUTION DESCRIBED IN SCHEDULE "B" TO Management Against Against
THE CORPORATION'S INFORMATION CIRCULAR DATED JUNE 24,
2011 RATIFYING THE CONTINUED EXISTENCE OF THE
CORPORATION'S SHAREHOLDER RIGHTS PLAN AGREEMENT DATED
JUNE 11, 2008.
CELLESTIS LTD
SECURITY Q2156Q102 MEETING TYPE Scheme Meeting
TICKER SYMBOL MEETING DATE 03-Aug-2011
ISIN AU000000CST1 AGENDA 703185012 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1 That pursuant to and in accordance with section 411 of Management For For
the Corporations Act, the Scheme of Arrangement (the
terms of which are described in this Scheme Booklet of
which the notice convening this meeting forms part) is
agreed to (with or without any modification as approved
by the Supreme Court of Victoria)
CMMT QIAGEN, QIAGEN AUSTRALIA AND EACH QIAGEN GROUP MEMBER Non-Voting
ARE EXCLUDED SHAREHOLDER-S IN THAT EACH OF THEM IS
EXCLUDED FROM VOTING ANY CELLESTIS SHARES HELD AT TH-E
SCHEME MEETING. THANK YOU.
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF Non-Voting
ADDITIONAL COMMENT AND D-UE TO CHANGE IN MEETING DATE
FROM 20 JUL 2011 TO 03 AUG 2011. IF YOU HAVE ALRE-ADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE-TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
GLOBAL CROSSING LIMITED
SECURITY G3921A175 MEETING TYPE Special
TICKER SYMBOL GLBC MEETING DATE 04-Aug-2011
ISIN BMG3921A1751 AGENDA 933484761 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF Management For For
AMALGAMATION, DATED APRIL 10, 2011, BY AND AMONG LEVEL
3 COMMUNICATIONS, INC., APOLLO AMALGAMATION SUB, LTD.,
AND GLOBAL CROSSING, INCLUDING THE BERMUDA AMALGAMATION
AGREEMENT SET FORTH ON EXHIBIT A THERETO, AND THE
AMALGAMATION CONTEMPLATED THEREBY.
02 TO APPROVE THE ADJOURNMENT OF THE GLOBAL CROSSING Management For For
SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO APPROVE
PROPOSAL 1.
03 TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE Management Abstain Against
COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO
GLOBAL CROSSING'S NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH THE AMALGAMATION, AND THE AGREEMENTS
AND UNDERSTANDINGS PURSUANT TO WHICH SUCH COMPENSATION
MAY BE PAID OR BECOME PAYABLE.
WUXI PHARMATECH (CAYMAN) INC.
SECURITY 929352102 MEETING TYPE Annual
TICKER SYMBOL WX MEETING DATE 09-Aug-2011
ISIN US9293521020 AGENDA 933489785 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 XIAOZHONG LIU BE AND HEREBY IS RE-ELECTED AS A Management For Against
DIRECTOR FOR A THREE-YEAR TERM.
02 YING HAN BE AND HEREBY IS RE-ELECTED AS A DIRECTOR FOR Management For Against
A THREE-YEAR TERM.
03 KIAN WEE SEAH BE AND HEREBY IS RE-ELECTED AS A Management For Against
DIRECTOR FOR A THREE-YEAR TERM.
VARIAN SEMICONDUCTOR EQUIP. ASSOC., INC.
SECURITY 922207105 MEETING TYPE Special
TICKER SYMBOL VSEA MEETING DATE 11-Aug-2011
ISIN US9222071055 AGENDA 933487565 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF MAY 3, 2011, BY & AMONG VARIAN
SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC., A DELAWARE
CORPORATION, APPLIED MATERIALS, INC., A DELAWARE
CORPORATION, AND BARCELONA ACQUISITION CORP., A
DELAWARE CORPORATION AND WHOLLY OWNED SUBSIDIARY OF
APPLIED MATERIALS, INC., AS IT MAY BE AMENDED FROM TIME
TO TIME.
02 PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF NECESSARY Management For For
OR APPROPRIATE, TO ALLOW FOR THE SOLICITATION OF
ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT
THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER
AGREEMENT.
03 PROPOSAL TO APPROVE, BY NON-BINDING, ADVISORY VOTE, Management Abstain Against
"GOLDEN PARACHUTE" COMPENSATION THAT CERTAIN EXECUTIVE
OFFICERS OF VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES,
INC. WILL RECEIVE IN CONNECTION WITH THE MERGER.
SMART MODULAR TECHNOLOGIES (WWH), INC.
SECURITY G82245104 MEETING TYPE Special
TICKER SYMBOL SMOD MEETING DATE 12-Aug-2011
ISIN KYG822451046 AGENDA 933489216 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
S1 PROPOSAL TO APPROVE A SPECIAL RESOLUTION TO AUTHORIZE, Management For For
APPROVE AND ADOPT THE AGREEMENT AND PLAN OF MERGER,
DATED APRIL 26, 2011 BY AND AMONG THE COMPANY, SALEEN
HOLDINGS, INC., A CAYMAN ISLANDS EXEMPTED COMPANY
("PARENT") AND SALEEN ACQUISITION, INC., A CAYMAN
ISLANDS EXEMPTED COMPANY ("MERGER SUB"), ALL AS MORE
FULLY DESCRIBED IN THE PROXY STATEMENT.
02 PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against
COMPENSATION OF OUR EXECUTIVE OFFICERS THAT IS BASED ON
OR OTHERWISE RELATES TO THE MERGER.
03 PROPOSAL TO APPROVE THE ADJOURNMENT OF THE Management For For
EXTRAORDINARY GENERAL MEETING, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE
NOT SUFFICIENT VOTES AT THE TIME OF THE EXTRAORDINARY
GENERAL MEETING TO APPROVE THE MERGER PROPOSAL.
FPIC INSURANCE GROUP, INC.
SECURITY 302563101 MEETING TYPE Special
TICKER SYMBOL FPIC MEETING DATE 12-Aug-2011
ISIN US3025631017 AGENDA 933490497 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 APPROVE & ADOPT AGREEMENT & PLAN OF MERGER, DATED MAY Management For For
23, 2011 (REFERRED TO HEREIN AS MERGER AGREEMENT), BY &
AMONG THE DOCTORS COMPANY, A CALIFORNIA DOMICILED
RECIPROCAL INTER-INSURANCE EXCHANGE (REFERRED TO HEREIN
AS "TDC"), FOUNTAIN ACQUISITION CORP., A FLORIDA
CORPORATION & A WHOLLY OWNED SUBSIDIARY OF TDC
(REFERRED TO HEREIN AS "MERGER SUB") AND COMPANY.
02 TO GRANT AUTHORITY TO THE NAMED PROXIES TO ADJOURN OR Management For For
POSTPONE THE SPECIAL MEETING, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING
TO APPROVE AND ADOPT THE MERGER AGREEMENT (REFERRED TO
HEREIN AS THE "ADJOURNMENT PROPOSAL").
03 TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE Management Abstain Against
COMPENSATION THAT MAY BE RECEIVED BY THE COMPANY'S
NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER
CONTEMPLATED BY THE MERGER AGREEMENT.
ACXIOM CORPORATION
SECURITY 005125109 MEETING TYPE Annual
TICKER SYMBOL ACXM MEETING DATE 17-Aug-2011
ISIN US0051251090 AGENDA 933485410 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1A ELECTION OF DIRECTOR: WILLIAM T. DILLARD II Management For For
1B ELECTION OF DIRECTOR: R. HALSEY WISE Management For For
2 ADVISORY (NON-BINDING) VOTE ON THE COMPENSATION OF Management Abstain Against
ACXIOM CORPORATION'S NAMED EXECUTIVE OFFICERS
3 ADVISORY (NON-BINDING) VOTE ON THE FREQUENCY OF Management Abstain Against
ADVISORY VOTES ON THE COMPENSATION OF ACXIOM
CORPORATION'S NAMED EXECUTIVE OFFICERS
4 RATIFICATION OF KPMG LLP AS INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTANT
GERBER SCIENTIFIC, INC.
SECURITY 373730100 MEETING TYPE Special
TICKER SYMBOL GRB MEETING DATE 18-Aug-2011
ISIN US3737301008 AGENDA 933493051 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS Management For For
OF JUNE 10, 2011, AMONG GERBER SCIENTIFIC, INC., VECTOR
KNIFE HOLDINGS (CAYMAN), LTD. AND KNIFE MERGER SUB, INC.
02 TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE Management Abstain Against
COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO
GERBER'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH
THE MERGER, AND THE AGREEMENTS AND UNDERSTANDINGS
PURSUANT TO WHICH SUCH COMPENSATION MAY BE PAID OR
BECOME PAYABLE.
03 TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES
IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE
SPECIAL MEETING TO APPROVE THE MERGER AGREEMENT.
CONTINUCARE CORPORATION
SECURITY 212172100 MEETING TYPE Special
TICKER SYMBOL CNU MEETING DATE 22-Aug-2011
ISIN US2121721003 AGENDA 933491932 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 A PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF JUNE 26, 2011, AMONG METROPOLITAN HEALTH
NETWORKS, INC., CAB MERGER SUB, INC., AND CONTINUCARE
CORPORATION (THE "MERGER AGREEMENT"), PURSUANT TO WHICH
CONTINUCARE CORPORATION WILL BECOME A WHOLLY OWNED
SUBSIDIARY OF METROPOLITAN HEALTH NETWORKS, INC.
02 A PROPOSAL TO APPROVE AN ADJOURNMENT OF THE CONTINUCARE Management For For
CORPORATION SPECIAL MEETING OF SHAREHOLDERS, IF
NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF
THE MERGER AGREEMENT.
PROGRESS ENERGY, INC.
SECURITY 743263105 MEETING TYPE Special
TICKER SYMBOL PGN MEETING DATE 23-Aug-2011
ISIN US7432631056 AGENDA 933488682 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 TO APPROVE THE PLAN OF MERGER CONTAINED IN THE Management For For
AGREEMENT AND PLAN OF MERGER, DATED AS OF JANUARY 8,
2011, BY AND AMONG DUKE ENERGY CORPORATION, DIAMOND
ACQUISITION CORPORATION AND PROGRESS ENERGY, INC., AS
IT MAY BE AMENDED FROM TIME TO TIME, AND THE MERGER
DESCRIBED THEREIN.
02 TO ADJOURN THE PROGRESS ENERGY, INC. SPECIAL MEETING OF Management For For
SHAREHOLDERS, IF NECESSARY, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME
OF THE SPECIAL MEETING TO APPROVE THE MERGER PROPOSAL.
SCHULTHESS GROUP AG, BUBIKON
SECURITY H86243138 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 24-Aug-2011
ISIN CH0029926000 AGENDA 703262509 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
CMMT BLOCKING OF REGISTERED SHARES IS NOT A LEGAL Non-Voting
REQUIREMENT IN THE SWISS MARKET,-SPECIFIC POLICIES AT
THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF
T-HE VOTING INSTRUCTION, IT IS POSSIBLE THAT A MARKER
MAY BE PLACED ON YOUR SHAR-ES TO ALLOW FOR
RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE.
IF YOU H-AVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE
CONTACT YOUR CLIENT SERVICE REPRE-SENTATIVE.
1 TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE Registration No Action
NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER
BEFORE THE RECORD DATE. PLEASE ADVISE US NOW IF YOU
INTEND TO VOTE. NOTE THAT THE COMPANY REGISTRAR HAS
DISCRETION OVER GRANTING VOTING RIGHTS. ONCE THE AGENDA
IS AVAILABLE, A SECOND NOTIFICATION WILL BE ISSUED
REQUESTING YOUR VOTING INSTRUCTIONS
SCHULTHESS GROUP AG, BUBIKON
SECURITY H86243138 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 24-Aug-2011
ISIN CH0029926000 AGENDA 703262511 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
CMMT BLOCKING OF REGISTERED SHARES IS NOT A LEGAL Non-Voting
REQUIREMENT IN THE SWISS MARKET,-SPECIFIC POLICIES AT
THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF
T-HE VOTING INSTRUCTION, IT IS POSSIBLE THAT A MARKER
MAY BE PLACED ON YOUR SHAR-ES TO ALLOW FOR
RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE.
IF YOU H-AVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE
CONTACT YOUR CLIENT SERVICE REPRE-SENTATIVE.
CMMT PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting
NOTICE SENT UNDER MEETING-872544, INCLUDING THE AGENDA.
TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST-BE
NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER
BEFORE THE RE-REGISTR-ATION DEADLINE. PLEASE NOTE THAT
THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER T-HE CUTOFF
DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK
YOU.
1 Information to Schulthess Group Ag after the public Non-Voting
purchase and exchange offe-r of Nibe Industrier AB
2.1 Election to the board of directors: Gerteric Lindquist Management No Action
2.2 Election to the board of directors: Leif Gustavsson Management No Action
2.3 Election to the board of directors: Kjell Ekermo Management No Action
2.4 Election to the board of directors: Dr. Werner Karlen Management No Action
AIRGAS, INC.
SECURITY 009363102 MEETING TYPE Annual
TICKER SYMBOL ARG MEETING DATE 29-Aug-2011
ISIN US0093631028 AGENDA 933490930 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 DIRECTOR Management
1 PETER MCCAUSLAND For For
2 LEE M. THOMAS For For
3 JOHN C. VAN RODEN, JR. For For
4 ELLEN C. WOLF For For
02 RATIFY THE SELECTION OF KPMG LLP AS THE COMPANY'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Management Abstain Against
04 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES Management Abstain Against
ON EXECUTIVE COMPENSATION.
OPTIONSXPRESS HOLDINGS, INC.
SECURITY 684010101 MEETING TYPE Special
TICKER SYMBOL OXPS MEETING DATE 30-Aug-2011
ISIN US6840101017 AGENDA 933493429 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 APPROVAL AND ADOPTION OF THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF MARCH 18, 2011, BY AND AMONG
OPTIONSXPRESS HOLDINGS, INC., THE CHARLES SCHWAB
CORPORATION AND NEON ACQUISITION CORP. AND THE MERGER
CONTEMPLATED THEREBY, AS IT MAY BE AMENDED FROM TIME TO
TIME.
02 APPROVAL OF THE ADJOURNMENT OF THE SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES
IF THERE ARE INSUFFICIENT VOTES PROPERLY CAST AT THE
TIME OF THE MEETING TO APPROVE AND ADOPT THE AGREEMENT
AND PLAN OF MERGER.
ZORAN CORPORATION
SECURITY 98975F101 MEETING TYPE Special
TICKER SYMBOL ZRAN MEETING DATE 30-Aug-2011
ISIN US98975F1012 AGENDA 933494205 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 ADOPTION OF THE AMENDED AND RESTATED AGREEMENT AND PLAN Management For For
OF MERGER, DATED AS OF JUNE 16, 2011, AMONG CSR PLC.,
ZEISS MERGER SUB, INC. AND ZORAN CORPORATION.
02 APPROVAL OF THE ADJOURNMENT OF THE SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES
IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE
MEETING TO ADOPT THE MERGER AGREEMENT.
BJ'S WHOLESALE CLUB, INC.
SECURITY 05548J106 MEETING TYPE Special
TICKER SYMBOL BJ MEETING DATE 09-Sep-2011
ISIN US05548J1060 AGENDA 933495815 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 TO ADOPT THE MERGER AGREEMENT, DATED AS OF JUNE 28, Management For For
2011, AS IT MAY BE AMENDED FROM TIME TO TIME, BY AND
AMONG BJ'S WHOLESALE CLUB, INC., BEACON HOLDING INC.
AND BEACON MERGER SUB INC.
02 TO APPROVE, ON A NONBINDING ADVISORY BASIS, THE "GOLDEN Management Abstain Against
PARACHUTE" COMPENSATION THAT MAY BE PAYABLE TO THE
COMPANY'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH
THE MERGER.
03 TO APPROVE ONE OR MORE ADJOURNMENTS OF THE SPECIAL Management For For
MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES TO APPROVE THE PROPOSAL TO ADOPT THE
MERGER AGREEMENT.
CASEY'S GENERAL STORES, INC.
SECURITY 147528103 MEETING TYPE Annual
TICKER SYMBOL CASY MEETING DATE 16-Sep-2011
ISIN US1475281036 AGENDA 933495269 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 DIRECTOR Management
1 ROBERT J. MYERS For For
2 DIANE C. BRIDGEWATER For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Management For For
INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR
ENDING APRIL 30, 2012.
03 TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF Management Abstain Against
OUR NAMED EXECUTIVE OFFICERS.
04 TO APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY OF Management Abstain Against
FUTURE ADVISORY VOTES ON COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
BLACKBOARD INC.
SECURITY 091935502 MEETING TYPE Special
TICKER SYMBOL BBBB MEETING DATE 16-Sep-2011
ISIN US0919355026 AGENDA 933496057 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF Management For For
JUNE 30, 2011, AS IT MAY BE AMENDED FROM TIME TO TIME,
BY AND AMONG BULLDOG HOLDINGS, LLC, A DELAWARE LIMITED
LIABILITY COMPANY, BULLDOG ACQUISITION SUB, INC., A
DELAWARE CORPORATION AND A WHOLLY OWNED SUBSIDIARY OF
BULLDOG HOLDINGS, LLC, AND BLACKBOARD INC., A DELAWARE
CORPORATION.
02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES
IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE
SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT.
03 TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE Management Abstain Against
"GOLDEN PARACHUTE" COMPENSATION PAYABLE UNDER EXISTING
AGREEMENTS WITH THE COMPANY THAT CERTAIN EXECUTIVE
OFFICERS OF THE COMPANY WILL OR MAY RECEIVE IN
CONNECTION WITH THE MERGER.
NORTHUMBRIAN WTR GROUP PLC
SECURITY G6661T130 MEETING TYPE Court Meeting
TICKER SYMBOL MEETING DATE 19-Sep-2011
ISIN GB0033029744 AGENDA 703308254 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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CMMT PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR Non-Voting
THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN "FOR" AND
"AGAINST" ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR
THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE
ISSUER OR-ISSUERS AGENT.
1 To approve the proposed Scheme of Arrangement referred Management For For
to in the Notice convening the Court Meeting
NORTHUMBRIAN WTR GROUP PLC
SECURITY G6661T130 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 19-Sep-2011
ISIN GB0033029744 AGENDA 703308521 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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1 For the purpose of giving effect to the proposed Scheme Management For For
of Arrangement (the "Scheme") referred to in the Notice
convening the General Meeting in its original form or
with or subject to any modification, addition or
condition approved or imposed by the Court: (a) the
directors of the Company be authorised to take all such
action as they may consider necessary or appropriate
for carrying the Scheme Into effect; (b) the share
capital of the Company be reduced by cancelling all of
the Scheme Shares (as defined in the Scheme); (c)
subject to and forthwith upon the reduction of share
capital referred to in paragraph (b) above taking
effect: (I) the application of the reserve arising
following the reduction in share capital be applied in
paying up the new ordinary shares to be allotted and
Issued to UK Water (2011) Limited CONTD
CONT CONTD (and/or Its nominee); and (II) authority be given Non-Voting
to the directors-under section 551 of the Companies Act
2006 to allot and issue ordinary-shares for the
purposes of implementing the Scheme
DPL INC.
SECURITY 233293109 MEETING TYPE Annual
TICKER SYMBOL DPL MEETING DATE 23-Sep-2011
ISIN US2332931094 AGENDA 933496146 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 DIRECTOR Management
1 PAUL M. BARBAS For For
2 BARBARA S. GRAHAM For For
3 GLENN E. HARDER For For
02 ADOPTION OF AGREEMENT AND PLAN OF MERGER, DATED APRIL Management For For
19, 2011, BY AND AMONG DPL, THE AES CORPORATION AND
DOLPHIN SUB, INC.
03 AN AMENDMENT TO REGULATIONS APPROVED BY OUR BOARD THAT Management For For
REDUCES PERCENTAGE OF SHAREHOLDER VOTES NEEDED TO AMEND
REGULATIONS.
04 A NON-BINDING ADVISORY RESOLUTION TO APPROVE THE Management Abstain Against
COMPENSATION OF NAMED EXECUTIVE OFFICERS AS DESCRIBED
IN 2011 PROXY STATEMENT.
05 TO RECOMMEND BY NON-BINDING ADVISORY RESOLUTION, THE Management Abstain Against
FREQUENCY FOR HOLDING NON-BINDING ADVISORY VOTES ON
NAMED EXECUTIVE OFFICER COMPENSATION.
06 NON-BINDING ADVISORY RESOLUTION TO APPROVE COMPENSATION Management Abstain Against
TO BE RECEIVED BY NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH MERGER.
07 RE-APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE Management For For
GOALS UNDER DPL'S 2006 EQUITY PERFORMANCE AND INCENTIVE
PLAN.
08 RATIFICATION OF KPMG LLP AS INDEPENDENT PUBLIC Management For For
ACCOUNTANT.
09 TO APPROVE THE ADJOURNMENT OF THE ANNUAL MEETING TO Management For For
ANOTHER TIME AND PLACE, IF NECESSARY OR APPROPRIATE, TO
SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT
VOTES AT THE TIME OF THE ANNUAL MEETING TO ADOPT MERGER
AGREEMENT AND APPROVE MERGER, OR ACT ON ANY OF THE
OTHER PROPOSALS PRESENTED AT THE MEETING.
TAKE-TWO INTERACTIVE SOFTWARE, INC.
SECURITY 874054109 MEETING TYPE Annual
TICKER SYMBOL TTWO MEETING DATE 26-Sep-2011
ISIN US8740541094 AGENDA 933496867 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 DIRECTOR Management
1 STRAUSS ZELNICK For For
2 ROBERT A. BOWMAN For For
3 SUNGHWAN CHO For For
4 MICHAEL DORNEMANN For For
5 BRETT ICAHN For For
6 J. MOSES For For
7 JAMES L. NELSON For For
8 MICHAEL SHERESKY For For
02 APPROVAL OF THE AMENDMENT TO THE TAKE-TWO INTERACTIVE Management Against Against
SOFTWARE, INC. 2009 STOCK INCENTIVE PLAN.
03 APPROVAL OF THE MANAGEMENT AGREEMENT, DATED AS OF MAY Management Against Against
20, 2011, BY AND BETWEEN ZELNICK MEDIA CORPORATION AND
TAKE-TWO INTERACTIVE SOFTWARE, INC.
04 ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE NAMED Management Abstain Against
EXECUTIVE OFFICERS.
05 ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE Management Abstain Against
ADVISORY VOTES TO APPROVE THE COMPENSATION OF THE NAMED
EXECUTIVE OFFICERS.
06 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
THE FISCAL YEAR ENDING MARCH 31, 2012.
CENTRAL VERMONT PUBLIC SERVICE CORP.
SECURITY 155771108 MEETING TYPE Special
TICKER SYMBOL CV MEETING DATE 29-Sep-2011
ISIN US1557711082 AGENDA 933503179 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 APPROVE AGREEMENT & PLAN OF MERGER, DATED AS OF JULY Management For For
11, 2011, BY AND AMONG GAZ METRO LIMITED PARTNERSHIP.,
A QUEBEC LIMITED PARTNERSHIP, DANAUS VERMONT CORP., A
VERMONT CORPORATION AND INDIRECT WHOLLY-OWNED
SUBSIDIARY OF GAZ METRO LIMITED PARTNERSHIP & CENTRAL
VERMONT PUBLIC SERVICE CORPORATION, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
02 GRANT TO PROXY HOLDERS THE AUTHORITY TO VOTE IN THEIR Management For For
DISCRETION WITH RESPECT TO APPROVAL OF ANY PROPOSAL TO
POSTPONE OR ADJOURN THE SPECIAL MEETING TO A LATER DATE
FOR A REASONABLE BUSINESS PURPOSE, INCLUDING TO SOLICIT
ADDITIONAL PROXIES IN FAVOR OF THE APPROVAL OF THE
AGREEMENT AND PLAN OF MERGER IF THERE ARE NOT
SUFFICIENT VOTES FOR APPROVAL OF THE SPECIAL MEETING.
03 THE PROPOSAL TO APPROVE, BY A NON-BINDING ADVISORY Management Abstain Against
VOTE, THE CHANGE IN CONTROL PAYMENTS RELATED TO THE
MERGER AND PAYABLE TO THE NAMED EXECUTIVE OFFICERS.
AMERON INTERNATIONAL CORPORATION
SECURITY 030710107 MEETING TYPE Special
TICKER SYMBOL AMN MEETING DATE 05-Oct-2011
ISIN US0307101073 AGENDA 933506543 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 PROPOSAL TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF JULY 1, 2011, BY AND AMONG NATIONAL
OILWELL VARCO, INC., NOV SUB A, INC. AND AMERON
INTERNATIONAL.
02 PROPOSAL TO APPROVE ADJOURNMENTS OF THE SPECIAL Management For For
MEETING, IF DETERMINED NECESSARY OR APPROPRIATE BY
AMERON INTERNATIONAL CORPORATION, TO PERMIT FURTHER
SOLICITATION OF PROXIES IF THERE ARE NOT SUFFICIENT
VOTES AT THE TIME OF THE SPECIAL MEETING, OR AT ANY
ADJOURNMENT OR POSTPONEMENT OF THAT MEETING, TO APPROVE
AND ADOPT THE MERGER AGREEMENT.
03 NON-BINDING PROPOSAL TO APPROVE CERTAIN COMPENSATION Management Abstain Against
ARRANGEMENTS FOR AMERON INTERNATIONAL CORPORATION'S
NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER
CONTEMPLATED BY THE MERGER AGREEMENT.
AKER DRILLING ASA, OSLO
SECURITY R01667105 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 06-Oct-2011
ISIN NO0010287006 AGENDA 703338776 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN
ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS,
PLEASE CONTACT YOUR CLIENT SERVICE-REPRESENTATIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER Non-Voting
INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS
MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS
AND SHARE-POSITION TO YOUR CLIENT SERVICE
REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER
FOR YOUR VOTE TO BE LODGED
CMMT SHARES HELD IN AN OMNIBUS/NOMINEE ACCOUNT NEED TO BE Non-Voting
RE-REGISTERED IN THE-BENEFICIAL OWNERS NAME TO BE
ALLOWED TO VOTE AT MEETINGS. SHARES WILL BE-TEMPORARILY
TRANSFERRED TO A SEPARATE ACCOUNT IN THE BENEFICIAL
OWNER'S NAME-ON THE PROXY DEADLINE AND TRANSFERRED BACK
TO THE OMNIBUS/NOMINEE ACCOUNT THE-DAY AFTER THE
MEETING.
1 Opening of the extraordinary general meeting and Management No Action
election of a person to co-sign the meeting minutes
along with the meeting chairman
2.1 Election of new board of directors Management No Action
2.2 Remuneration to the resigning board of directors and Management No Action
members of the Nomination committee
2.3 Proposal for delisting of the company's share from Oslo Management No Action
Stock Exchange
2.4 Amendments to the articles of association Management No Action
2.5 Election of new auditor Management No Action
2.6 Withdrawal of the authorization to the board of Management No Action
directors regarding the capital increase granted in the
extraordinary general meeting of 6 May 2011
EXCO RESOURCES, INC.
SECURITY 269279402 MEETING TYPE Annual
TICKER SYMBOL XCO MEETING DATE 06-Oct-2011
ISIN US2692794025 AGENDA 933501290 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 DIRECTOR Management
1 DOUGLAS H. MILLER For For
2 STEPHEN F. SMITH For For
3 JEFFREY D. BENJAMIN For For
4 EARL E. ELLIS For For
5 B. JAMES FORD For For
6 MARK MULHERN For For
7 T. BOONE PICKENS For For
8 JEFFREY S. SEROTA For For
9 ROBERT L. STILLWELL For For
02 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Management Abstain Against
03 ADVISORY VOTE TO DETERMINE THE FREQUENCY OF THE Management Abstain Against
ADVISORY VOTES ON EXECUTIVE COMPENSATION.
04 PROPOSAL TO AMEND THE EXCO RESOURCES, INC. 2005 Management Against Against
LONG-TERM INCENTIVE PLAN TO INCREASE THE TOTAL NUMBER
OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER
SUCH PLAN BY 5,500,000 SHARES.
05 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
APAC CUSTOMER SERVICES, INC.
SECURITY 00185E106 MEETING TYPE Special
TICKER SYMBOL APAC MEETING DATE 12-Oct-2011
ISIN US00185E1064 AGENDA 933508307 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF JULY 6, 2011, BY AND AMONG APAC CUSTOMER
SERVICES, INC., OR APAC, BLACKHAWK ACQUISITION PARENT,
LLC, OR PARENT, AND BLACKHAWK MERGER SUB, INC., A
WHOLLY OWNED SUBSIDIARY OF PARENT, AS IT MAY BE AMENDED
FROM TIME TO TIME.
02 PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF NECESSARY Management For For
OR APPROPRIATE, TO ALLOW FOR THE SOLICITATION OF
ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO ADOPT
THE MERGER AGREEMENT IF THERE ARE INSUFFICIENT VOTES TO
ADOPT THE MERGER AGREEMENT.
03 PROPOSAL TO APPROVE, BY NON-BINDING, ADVISORY VOTE, Management Abstain Against
CERTAIN COMPENSATION ARRANGEMENTS FOR APAC'S NAMED
EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.
RENAISSANCE LEARNING, INC.
SECURITY 75968L105 MEETING TYPE Special
TICKER SYMBOL RLRN MEETING DATE 17-Oct-2011
ISIN US75968L1052 AGENDA 933507949 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 TO ADOPT AND APPROVE THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF AUGUST 15, 2011, AS AMENDED BY AMENDMENT
NO. 1 TO THE AGREE-MENT AND PLAN OF MERGER DATED AS OF
SEPTEMBER 27, 2011, BY AND AMONG RAPHAEL HOLDING
COMPANY, A DELAWARE CORPORATION, RAPHAEL ACQUISITION
CORP., A WISCONSIN CORPORATION AND AN INDIRECT, WHOLLY
OWNED SUBSIDIARY OF RAPHAEL, AND RENAISSANCE LEARNING
INC
02 TO APPROVE, ON A NON BINDING ADVISORY BASIS, THE Management Abstain Against
"GOLDEN PARACHUTE" COMPENSATION PAYABLE UNDER EXISTING
AGREEMENTS WITH RENAISSANCE THAT CERTAIN EXECUTIVE
OFFICERS OF RENAISSANCE WILL OR MAY RECEIVE IN
CONNECTION WITH THE MERGER.
AMAG PHARMACEUTICALS, INC.
SECURITY 00163U106 MEETING TYPE Contested-Special
TICKER SYMBOL AMAG MEETING DATE 21-Oct-2011
ISIN US00163U1060 AGENDA 933507975 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 TO APPROVE THE ISSUANCE OF SHARES OF AMAG COMMON STOCK, Management For For
PAR VALUE $0.01 PER SHARE, IN CONNECTION WITH THE
MERGER CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER
AND REORGANIZATION, DATED AS OF JULY 19, 2011, AS
AMENDED ON AUGUST 8, 2011, BY AND AMONG AMAG, ALLOS AND
ALAMO ACQUISITION SUB, INC., A WHOLLY-OWNED SUBSIDIARY
OF AMAG.
02 TO APPROVE THE ADJOURNMENT OF THE AMAG SPECIAL MEETING, Management For For
IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE NOT SUFFICIENT VOTES IN FAVOR OF AMAG PROPOSAL 1.
ORIGIN ENERGY LTD
SECURITY Q71610101 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 24-Oct-2011
ISIN AU000000ORG5 AGENDA 703349539 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSALS Non-Voting
4, 5, 6 AND VOTES CAST-BY ANY INDIVIDUAL OR RELATED
PARTY WHO BENEFIT FROM THE PASSING OF THE-PROPOSALS
WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE
OBTAINED-BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT YOU
SHOULD NOT VOTE (OR VOTE-"ABSTAIN") ON THE RELEVANT
PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT-YOU
HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY
THE PASSING OF THE-RELEVANT PROPOSALS. BY VOTING (FOR
OR AGAINST) ON PROPOSAL (4, 5 AND 6), YOU-ACKNOWLEDGE
THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO
OBTAIN-BENEFIT BY THE PASSING OF THE RELEVANT PROPOSALS
AND YOU COMPLY WITH THE-VOTING EXCLUSION.
2 Re-Election of H Kevin McCann as a Director Management For For
3 Re-Election of Bruce G Beeren as a Director Management For For
4 Adoption of Remuneration Report (Non-binding advisory Management Abstain Against
vote)
5 Grant of long term incentives to Mr Grant A King - Management For For
Managing Director
6 Grant of long term incentives to Ms Karen A Moses - Management For For
Executive Director
FOSTER'S GROUP LIMITED
SECURITY Q3944W187 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 25-Oct-2011
ISIN AU000000FGL6 AGENDA 703342220 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSALS 7 Non-Voting
,8 AND 9 AND VOTES CAS-T BY ANY INDIVIDUAL OR RELATED
PARTY WHO BENEFIT FROM THE PASSING OF THE-PROPOSAL/S
WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE
OBTAINED-BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT YOU
SHOULD NOT VOTE (OR VOTE-"ABSTAIN") ON THE RELEVANT
PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THA-T YOU
HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY
THE PASSING OF THE-RELEVANT PROPOSAL/S. BY VOTING (FOR
OR AGAINST) ON PROPOSAL (7, 8 AND 9), Y-OU
ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER
EXPECT TO OBTAIN-BENEFIT BY THE PASSING OF THE RELEVANT
PROPOSAL/S AND YOU COMPLY WITH TH-E VOTING
EXCLUSION.
1 Re-election of Mr P A Clinton as a Director Management For For
2 Election of Ms P J Dwyer as a Director Management For For
3 Election of Ms J Swales as a Director Management For For
4 Re-election of Mr M J Ullmer as a Director Management For For
5 Election of Mr M Wesslink as a Director Management For For
6 Approval of Proportional Takeover Provision Management Against Against
7 Approval of the participation of Mr John Pollaers, Management For For
Chief Executive Officer of the Company, in the Foster's
Long Term Incentive Plan-2011 offer
8 Approval of the participation of Mr John Pollaers, Management For For
Chief Executive Officer of the Company, in the Foster's
Long Term Incentive Plan-2012 offer
9 Adoption of Remuneration Report Management For For
PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION Non-Voting
IN THE COMMENT. IF YOU-HAVE ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS-YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
FUNDTECH LTD.
SECURITY M47095100 MEETING TYPE Special
TICKER SYMBOL FNDT MEETING DATE 25-Oct-2011
ISIN IL0010824949 AGENDA 933514691 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 TO APPROVE, PURSUANT TO SECTION 320 OF THE COMPANIES Management For For
LAW, OF THE MERGER OF THE COMPANY WITH MERGER SUB, A
COMPANY FORMED UNDER THE LAWS OF THE STATE OF ISRAEL
AND AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF PARENT,
BOTH OF WHICH WERE FORMED BY GTCR, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
SEAGATE TECHNOLOGY PLC
SECURITY G7945M107 MEETING TYPE Annual
TICKER SYMBOL STX MEETING DATE 26-Oct-2011
ISIN IE00B58JVZ52 AGENDA 933507177 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1A ELECTION OF DIRECTOR: STEPHEN J. LUCZO Management For For
1B ELECTION OF DIRECTOR: FRANK J. BIONDI, JR. Management For For
1C ELECTION OF DIRECTOR: MICHAEL R. CANNON Management For For
1D ELECTION OF DIRECTOR: LYDIA M. MARSHALL Management For For
1E ELECTION OF DIRECTOR: C.S. PARK Management For For
1F ELECTION OF DIRECTOR: GREGORIO REYES Management For For
1G ELECTION OF DIRECTOR: EDWARD J. ZANDER Management For For
02 TO APPROVE THE ADOPTION OF THE SEAGATE TECHNOLOGY PLC Management Against Against
2012 EQUITY INCENTIVE PLAN.
03 TO DETERMINE THE PRICE RANGE AT WHICH THE COMPANY CAN Management For For
RE-ISSUE TREASURY SHARES OFF-MARKET.
04 TO AUTHORIZE HOLDING THE 2012 ANNUAL GENERAL MEETING OF Management For For
SHAREHOLDERS OF THE COMPANY AT A LOCATION OUTSIDE OF
IRELAND.
05 TO HOLD A NON-BINDING ADVISORY VOTE TO APPROVE Management Abstain Against
EXECUTIVE COMPENSATION.
06 TO HOLD A NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF Management Abstain Against
FUTURE ADVISORY SHAREHOLDER VOTES TO APPROVE EXECUTIVE
COMPENSATION.
07 TO APPOINT ERNST & YOUNG LLP AS THE INDEPENDENT Management For For
AUDITORS OF THE COMPANY AND TO AUTHORIZE THE AUDIT
COMMITTEE OF THE BOARD OF DIRECTORS TO SET THE
AUDITORS' REMUNERATION.
SARA LEE CORPORATION
SECURITY 803111103 MEETING TYPE Annual
TICKER SYMBOL SLE MEETING DATE 27-Oct-2011
ISIN US8031111037 AGENDA 933506214 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1A ELECTION OF DIRECTOR: CHRISTOPHER B. BEGLEY Management For For
1B ELECTION OF DIRECTOR: JAN BENNINK Management For For
1C ELECTION OF DIRECTOR: CRANDALL C. BOWLES Management For For
1D ELECTION OF DIRECTOR: VIRGIS W. COLBERT Management For For
1E ELECTION OF DIRECTOR: JAMES S. CROWN Management For For
1F ELECTION OF DIRECTOR: LAURETTE T. KOELLNER Management For For
1G ELECTION OF DIRECTOR: CORNELIS J.A. VAN LEDE Management For For
1H ELECTION OF DIRECTOR: DR. JOHN MCADAM Management For For
1I ELECTION OF DIRECTOR: SIR IAN PROSSER Management For For
1J ELECTION OF DIRECTOR: NORMAN R. SORENSEN Management For For
1K ELECTION OF DIRECTOR: JEFFREY W. UBBEN Management For For
1L ELECTION OF DIRECTOR: JONATHAN P. WARD Management For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS FOR FISCAL 2012.
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Management Abstain Against
04 ADVISORY VOTE ON THE FREQUENCY OF ADVISORY VOTES ON Management Abstain Against
EXECUTIVE COMPENSATION.
05 VOTE ON A STOCKHOLDER PROPOSAL REQUESTING A REPORT ON Shareholder Against For
POLITICAL CONTRIBUTIONS.
TGC INDUSTRIES, INC.
SECURITY 872417308 MEETING TYPE Special
TICKER SYMBOL TGE MEETING DATE 27-Oct-2011
ISIN US8724173088 AGENDA 933511431 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 APPROVE AGREEMENT AND PLAN OF MERGER, DATED MARCH 20, Management For For
2011, BY & AMONG TGC INDUSTRIES, INC. (TGC), DAWSON
GEOPHYSICAL COMPANY (DAWSON) AND 6446 ACQUISITION
CORP., AS AMENDED, PURSUANT TO WHICH 6446 ACQUISITION
CORP. WILL BE MERGED WITH AND INTO TGC, WITH TGC
SURVIVING AND BECOMING A DIRECT WHOLLY OWNED SUBSIDIARY
OF DAWSON, ALL AS MORE FULLY DESCRIBED IN THE PROXY
STATEMENT.
02 PROPOSAL TO APPROVE A NON-BINDING ADVISORY RESOLUTION Management Abstain Against
ON CERTAIN COMPENSATION TO BE PAID BY TGC TO TGC'S
NAMED EXECUTIVE OFFICERS UPON CONSUMMATION OF THE
MERGER.
03 PROPOSAL TO APPROVE ADJOURNMENTS OF THE TGC SPECIAL Management For For
MEETING, IF NECESSARY OR APPROPRIATE, TO PERMIT THE
SOLICITATION OF ADDITIONAL PROXIES IF THERE ARE NOT
SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO
ADOPT PROPOSAL 1.
REGIS CORPORATION
SECURITY 758932107 MEETING TYPE Contested-Annual
TICKER SYMBOL RGS MEETING DATE 27-Oct-2011
ISIN US7589321071 AGENDA 933513168 - Opposition
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 DIRECTOR Management
1 JAMES P. FOGARTY For For
2 JEFFREY C. SMITH For For
3 DAVID P WILLIAMS For For
4 MGT NOM J.L CONNER For For
5 MGT NOM P.D FINKELSTEIN For For
6 MGT NOM M.J MERRIMAN For For
7 MGT NOM S.E WATSON For For
02 THE COMPANY'S PROPOSAL FOR THE RATIFICATION OF THE Management For For
APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
03 THE COMPANY'S ADVISORY VOTE ON THE COMPENSATION OF THE Management Abstain Against
COMPANY'S NAMED EXECUTIVE OFFICERS (A "SAY-ON-PAY
VOTE").
04 THE COMPANY'S ADVISORY VOTE ON THE FREQUENCY OF FUTURE Management Abstain Against
SAY-ON-PAY VOTES.
KINETIC CONCEPTS, INC.
SECURITY 49460W208 MEETING TYPE Special
TICKER SYMBOL KCI MEETING DATE 28-Oct-2011
ISIN US49460W2089 AGENDA 933511746 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER (THE "MERGER Management For For
AGREEMENT"), DATED AS OF JULY 12, 2011, BY AND AMONG
KINETIC CONCEPTS, INC., CHIRON HOLDINGS, INC. AND
CHIRON MERGER SUB, INC., A WHOLLY OWNED SUBSIDIARY OF
CHIRON HOLDINGS, INC., AND APPROVE THE TRANSACTIONS
CONTEMPLATED THEREBY.
02 TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR Management For For
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE
NOT SUFFICIENT VOTES IN FAVOR OF ADOPTING THE MERGER
AGREEMENT AND APPROVING THE TRANSACTIONS CONTEMPLATED
THEREBY AT THE TIME OF THE SPECIAL MEETING.
03 TO APPROVE A NON-BINDING PROPOSAL REGARDING CERTAIN Management Abstain Against
MERGER-RELATED EXECUTIVE COMPENSATION ARRANGEMENTS.
HARBIN ELECTRIC, INC.
SECURITY 41145W109 MEETING TYPE Special
TICKER SYMBOL HRBN MEETING DATE 28-Oct-2011
ISIN US41145W1099 AGENDA 933514069 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF JUNE 19, 2011, AS IT MAY BE AMENDED FROM
TIME TO TIME, BY AND AMONG TECH FULL ELECTRIC COMPANY
LIMITED, TECH FULL ELECTRIC ACQUISITION, INC., AND
HARBIN ELECTRIC, INC.
02 RESOLVED, THAT THE COMPENSATION THAT MAY BE PAID OR Management Abstain Against
BECOME PAYABLE TO THE COMPANY'S NAMED EXECUTIVE
OFFICERS IN CONNECTION WITH THE MERGER, PURSUANT TO
ITEM 402(T) OF REGULATION S-K, INCLUDING THE ASSOCIATED
NARRATIVE DISCUSSION, AND THE AGREEMENTS OR
UNDERSTANDINGS PURSUANT TO WHICH SUCH COMPENSATION MAY
BE PAID OR BECOME PAYABLE, ARE HEREBY APPROVED.
03 PROPOSAL TO ADJOURN THE SPECIAL MEETING OF STOCKHOLDERS Management For For
IN ORDER TO TAKE SUCH ACTIONS AS THE COMPANY'S BOARD
DETERMINES ARE NECESSARY OR APPROPRIATE, INCLUDING,
WITHOUT LIMITATION, TO SOLICIT ADDITIONAL PROXIES IF
THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE
COMPANY'S SPECIAL MEETING TO APPROVE THE PROPOSAL TO
APPROVE THE AGREEMENT AND PLAN OF MERGER.
CAPITAL POWER INCOME L.P.
SECURITY 14042N100 MEETING TYPE Special
TICKER SYMBOL CPAXF MEETING DATE 01-Nov-2011
ISIN CA14042N1006 AGENDA 933513144 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 AN EXTRAORDINARY RESOLUTION, THE FULL TEXT OF WHICH IS Management For For
SET FORTH IN ANNEX G TO THE MANAGEMENT PROXY CIRCULAR
AND JOINT PROXY STATEMENT OF THE PARTNERSHIP AND
ATLANTIC POWER CORPORATION DATED SEPTEMBER 28, 2011
(THE "INFORMATION CIRCULAR"), TO APPROVE A PLAN OF
ARRANGEMENT (THE "ARRANGEMENT") UNDER SECTION 192 OF
THE CANADA BUSINESS CORPORATIONS ACT (THE "CBCA"), ALL
AS MORE PARTICULARLY DESCRIBED IN THE INFORMATION
CIRCULAR.
TRIMERIS, INC.
SECURITY 896263100 MEETING TYPE Special
TICKER SYMBOL TRMS MEETING DATE 02-Nov-2011
ISIN US8962631003 AGENDA 933517089 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 APPROVAL OF THE ISSUANCE OF TRIMERIS, INC. COMMON Management For For
STOCK, PAR VALUE $0.001 PER SHARE, IN CONNECTION WITH
THE MERGER CONTEMPLATED BY THE AGREEMENT AND PLAN OF
MERGER AND REORGANIZATION, DATED AS OF JUNE 13, 2011,
BY AND AMONG TRIMERIS, INC., SYNAGEVA BIOPHARMA CORP.
AND TESLA MERGER SUB, INC., A WHOLLY OWNED SUBSIDIARY
OF TRIMERIS.
02 APPROVAL OF AN AMENDMENT TO TRIMERIS, INC.'S FIFTH Management For For
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO
EFFECT A REVERSE STOCK SPLIT OF TRIMERIS, INC.'S ISSUED
AND OUTSTANDING COMMON STOCK WITHIN THE RANGE OF
ONE-FOR-TWO TO ONE-FOR-EIGHT (WITH THE EXACT AMOUNT TO
BE DETERMINED IMMEDIATELY PRIOR TO THE COMPLETION OF
THE MERGER).
03 APPROVAL OF AN AMENDMENT TO TRIMERIS, INC.'S FIFTH Management For For
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF TRIMERIS,
INC.'S COMMON STOCK FROM 60,000,000 TO UP TO A MAXIMUM
OF 150,000,000 SHARES (WITH THE EXACT AMOUNT TO BE
DETERMINED IMMEDIATELY PRIOR TO THE COMPLETION OF THE
MERGER).
04 APPROVAL OF AN AMENDMENT TO TRIMERIS, INC.'S FIFTH Management For For
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO
CHANGE THE NAME OF TRIMERIS, INC. FROM "TRIMERIS, INC."
TO "SYNAGEVA BIOPHARMA CORP.".
05 APPROVAL OF THE ADJOURNMENT OF THE TRIMERIS, INC. Management For For
SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF
TRIMERIS PROPOSAL NOS. 1, 2, 3, OR 4.
CALIPER LIFE SCIENCES, INC.
SECURITY 130872104 MEETING TYPE Special
TICKER SYMBOL CALP MEETING DATE 07-Nov-2011
ISIN US1308721042 AGENDA 933515100 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 TO CONSIDER AND VOTE ON A PROPOSAL TO ADOPT THE Management For For
AGREEMENT AND PLAN OF MERGER, DATED AS OF SEPTEMBER 7,
2011, AS IT MAY BE AMENDED FROM TIME TO TIME, BY AND
AMONG CALIPER LIFE SCIENCES, INC., PERKINELMER, INC.
AND PERKINELMER HOPKINTON CO.
02 TO CONSIDER AND VOTE ON ANY PROPOSAL TO ADJOURN THE Management For For
SPECIAL MEETING TO A LATER DATE, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF
ITEM 1 IF THERE ARE INSUFFICIENT VOTES TO APPROVE ITEM
1 AT THE TIME OF THE SPECIAL MEETING.
03 TO APPROVE, BY NON-BINDING, ADVISORY VOTE, CERTAIN Management Abstain Against
COMPENSATION ARRANGEMENTS FOR CALIPER LIFE SCIENCE,
INC.'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE
MERGER CONTEMPLATED IN THE AGREEMENT AND PLAN OF
MERGER, DATED AS OF SEPTEMBER 7, 2011, AS MAY BE
AMENDED FROM TIME TO TIME, BY AND AMONG CALIPER LIFE
SCIENCES, INC., PERKINELMER, INC. AND PERKINELMER
HOPKINTON CO.
INTERNATIONAL RECTIFIER CORPORATION
SECURITY 460254105 MEETING TYPE Annual
TICKER SYMBOL IRF MEETING DATE 11-Nov-2011
ISIN US4602541058 AGENDA 933510287 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 DIRECTOR Management
1 RICHARD J. DAHL For For
2 DWIGHT W. DECKER For For
3 ROCHUS E. VOGT For For
02 PROPOSAL TO APPROVE THE INTERNATIONAL RECTIFIER Management Against Against
CORPORATION 2011 PERFORMANCE INCENTIVE PLAN.
03 PROPOSAL TO APPROVE, BY NON-BINDING VOTE, THE Management Abstain Against
COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.
04 PROPOSAL TO RECOMMEND, BY NON-BINDING VOTE, THE Management Abstain Against
FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPANY'S
EXECUTIVE COMPENSATION PROGRAM.
05 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Management For For
AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
THE COMPANY FOR FISCAL YEAR 2012.
CHARTER INTERNATIONAL PLC
SECURITY G2110V107 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 14-Nov-2011
ISIN JE00B3CX4509 AGENDA 703400856 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1 To approve the resolution giving effect to the scheme Management For For
of arrangement (the "Scheme") between the Company and
the holders of Scheme Shares (as defined in the Scheme)
including the reorganisation of the Company's share
capital and amending the Company's memorandum and
articles of association
CHARTER INTERNATIONAL PLC
SECURITY G2110V107 MEETING TYPE Court Meeting
TICKER SYMBOL MEETING DATE 14-Nov-2011
ISIN JE00B3CX4509 AGENDA 703400870 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
CMMT PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR Non-Voting
THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN "FOR" AND
"AGAINST" ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR
THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE
ISSUER OR-ISSUERS AGENT.
1 For the purpose of considering and, if thought fit, Management For For
approving (with or without modification) a scheme of
arrangement (the "Scheme") proposed to be made between
Charter International plc and the Shareholders
CORINTHIAN COLLEGES, INC.
SECURITY 218868107 MEETING TYPE Annual
TICKER SYMBOL COCO MEETING DATE 15-Nov-2011
ISIN US2188681074 AGENDA 933512483 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 DIRECTOR Management
1 PAUL R. ST. PIERRE For For
2 LINDA AREY SKLADANY For For
3 ROBERT LEE For For
4 JACK D. MASSIMINO For For
5 ALICE T. KANE For For
6 TERRY O. HARTSHORN For For
7 TIMOTHY J. SULLIVAN For For
8 SHARON P. ROBINSON For For
9 HANK ADLER For For
10 JOHN M. DIONISIO For For
02 APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE Management Against Against
CORINTHIAN COLLEGES, INC. 2003 PERFORMANCE AWARD PLAN,
WHICH AUTHORIZES THE ISSUANCE OF ADDITIONAL SHARES
UNDER SUCH PLAN, AND CERTAIN OTHER AMENDMENTS DESCRIBED
IN THE ACCOMPANYING PROXY STATEMENT.
03 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING JUNE 30, 2012.
04 APPROVAL, BY A NONBINDING ADVISORY VOTE, OF EXECUTIVE Management Abstain Against
COMPENSATION PAID BY THE COMPANY TO ITS NAMED EXECUTIVE
OFFICERS.
05 RECOMMENDATION, BY A NONBINDING ADVISORY VOTE, OF THE Management Abstain Against
FREQUENCY OF HOLDING FUTURE NONBINDING ADVISORY VOTES
ON EXECUTIVE COMPENSATION.
THE CLOROX COMPANY
SECURITY 189054109 MEETING TYPE Annual
TICKER SYMBOL CLX MEETING DATE 16-Nov-2011
ISIN US1890541097 AGENDA 933512712 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1A ELECTION OF DIRECTOR: DANIEL BOGGAN, JR. Management For For
1B ELECTION OF DIRECTOR: RICHARD H. CARMONA Management For For
1C ELECTION OF DIRECTOR: TULLY M. FRIEDMAN Management For For
1D ELECTION OF DIRECTOR: GEORGE J. HARAD Management For For
1E ELECTION OF DIRECTOR: DONALD R. KNAUSS Management For For
1F ELECTION OF DIRECTOR: ROBERT W. MATSCHULLAT Management For For
1G ELECTION OF DIRECTOR: GARY G. MICHAEL Management For For
1H ELECTION OF DIRECTOR: EDWARD A. MUELLER Management For For
1I ELECTION OF DIRECTOR: PAMELA THOMAS-GRAHAM Management For For
1J ELECTION OF DIRECTOR: CAROLYN M. TICKNOR Management For For
02 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Management Abstain Against
03 ADVISORY VOTE ON THE FREQUENCY OF THE SHAREHOLDER Management Abstain Against
ADVISORY VOTE ON EXECUTIVE COMPENSATION.
04 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTING FIRM.
05 STOCKHOLDER PROPOSAL ON INDEPENDENT CHAIRMAN. Shareholder Against For
ZYGO CORPORATION
SECURITY 989855101 MEETING TYPE Annual
TICKER SYMBOL ZIGO MEETING DATE 16-Nov-2011
ISIN US9898551018 AGENDA 933513170 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 DIRECTOR Management
1 STEPHEN D. FANTONE For For
2 SAMUEL H. FULLER For For
3 CHRIS L. KOLIOPOULOS For For
4 SEYMOUR E. LIEBMAN For For
5 ROBERT B. TAYLOR For For
6 CAROL P. WALLACE For For
7 GARY K. WILLIS For For
02 TO APPROVE A NON-BINDING ADVISORY RESOLUTION APPROVING Management Abstain Against
THE COMPANY'S EXECUTIVE COMPENSATION AS DISCLOSED IN
THE ACCOMPANYING PROXY STATEMENT.
03 TO APPROVE A NON-BINDING ADVISORY RESOLUTION WITH Management Abstain Against
RESPECT TO THE FREQUENCY OF FUTURE ADVISORY VOTES ON
THE COMPANY'S EXECUTIVE COMPENSATION.
04 TO APPROVE THE ADOPTION OF THE ZYGO CORPORATION 2012 Management Against Against
EQUITY INCENTIVE PLAN.
05 TO APPROVE THE AMENDMENT TO THE ZYGO CORPORATION Management For For
EMPLOYEE STOCK PURCHASE PLAN.
06 RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS THE COMPANY'S INDEPENDENT REGISTERED ACCOUNTING
FIRM FOR FISCAL 2012.
CONSTELLATION ENERGY GROUP, INC.
SECURITY 210371100 MEETING TYPE Special
TICKER SYMBOL CEG MEETING DATE 17-Nov-2011
ISIN US2103711006 AGENDA 933516099 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 APPROVAL OF THE MERGER WITH EXELON CORPORATION ON Management For For
SUBSTANTIALLY THE TERMS SET FORTH IN THE MERGER
AGREEMENT.
02 ADVISORY VOTE ON COMPENSATION THAT MAY BECOME PAYABLE Management Abstain Against
TO NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE
COMPLETION OF THE PROPOSED MERGER.
03 ADJOURNMENT OF THE SPECIAL MEETING OF SHAREHOLDERS, IF Management For For
NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE
NOT SUFFICIENT VOTES TO APPROVE PROPOSAL 1.
MOTOROLA MOBILITY HOLDINGS, INC.
SECURITY 620097105 MEETING TYPE Special
TICKER SYMBOL MMI MEETING DATE 17-Nov-2011
ISIN US6200971058 AGENDA 933517988 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF Management For For
AUGUST 15, 2011, BY AND AMONG GOOGLE INC., A DELAWARE
CORPORATION, RB98 INC., A DELAWARE CORPORATION AND A
WHOLLY OWNED SUBSIDIARY OF GOOGLE INC., AND MOTOROLA
MOBILITY AS IT MAY BE AMENDED FROM TIME TO TIME
02 TO APPROVE ANY MOTION TO ADJOURN THE SPECIAL MEETING TO Management For For
A LATER DATE OR TIME, IF NECESSARY OR APPROPRIATE, TO
SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE
INSUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT TO
ADOPT THE MERGER AGREEMENT
03 TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE Management Abstain Against
COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO
MOTOROLA MOBILITY'S NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH THE MERGER, INCLUDING THE AGREEMENTS
AND UNDERSTANDINGS PURSUANT TO WHICH SUCH COMPENSATION
MAY BE PAID OR BECOME PAYABLE
FORSYS METALS CORP.
SECURITY 34660G104 MEETING TYPE Special
TICKER SYMBOL FOSYF MEETING DATE 18-Nov-2011
ISIN CA34660G1046 AGENDA 933520391 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 TO CONSIDER, AND IF DEEMED ADVISABLE, TO PASS A Management For For
RESOLUTION THE FULL TEXT OF WHICH IS SET FORTH IN THE
MANAGEMENT INFORMATION CIRCULAR ACCOMPANYING THE NOTICE
OF MEETING ("NOTICE OF MEETING"), AUTHORIZING AND
APPROVING THE ISSUANCE OF UP TO A MAXIMUM OF 22,222,222
COMMON SHARES. PLEASE REFER TO THE FORM OF PROXY FOR A
COMPLETE DESCRIPTION OF THIS RESOLUTION.
FORSYS METALS CORP.
SECURITY 34660G104 MEETING TYPE Special
TICKER SYMBOL FOSYF MEETING DATE 18-Nov-2011
ISIN CA34660G1046 AGENDA 933520404 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 TO CONSIDER, AND IF DEEMED ADVISABLE, TO PASS A Management For For
RESOLUTION THE FULL TEXT OF WHICH IS SET FORTH IN THE
MANAGEMENT INFORMATION CIRCULAR ACCOMPANYING THE NOTICE
OF MEETING ("NOTICE OF MEETING"), AUTHORIZING AND
APPROVING THE ISSUANCE OF UP TO A MAXIMUM OF 22,222,222
COMMON SHARES. PLEASE REFER TO THE VOTING INSTRUCTION
FORM FOR A COMPLETE DESCRIPTION OF THIS RESOLUTION.
SMITHS GROUP PLC, LONDON
SECURITY G82401111 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 22-Nov-2011
ISIN GB00B1WY2338 AGENDA 703404537 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1 To adopt the reports of the directors and the auditors Management For For
and the audited accounts for the financial year ended
31 July 2011
2 To approve the directors' remuneration report for the Management For For
financial year ended 31 July 2011
3 To declare a final dividend of 25 pence per ordinary Management For For
share for the financial year ended 31 July 2011
4 To re-elect Mr B.F.J. Angelici as a director of the Management For For
Company
5 To re-elect Mr P. Bowman as a director of the Company Management For For
6 To re-elect Mr D.H. Brydon, CBE as a director of the Management For For
Company
7 To re-elect Mr D.J. Challen, CBE as a director of the Management For For
Company
8 To re-elect Mr S.J. Chambers as a director of the Management For For
Company
9 To re-elect Ms A.C. Quinn, CBE as a director of the Management For For
Company
10 To re-elect Sir Kevin Tebbit, KCB, CMG as a director of Management For For
the Company
11 To re-elect Mr P.A. Turner as a director of the Company Management For For
12 To reappoint PricewaterhouseCoopers LLP as auditors of Management For For
the Company to hold office until the conclusion of the
next general meeting at which accounts are laid before
the Company
13 To authorise the directors to determine the Management For For
remuneration of the auditors
14 That the directors be generally and unconditionally Management For For
authorised pursuant to and in accordance with Section
551 of the Companies Act 2006 to exercise all the
powers of the Company to allot shares in the Company or
grant rights to subscribe for or to convert any
security into shares in the Company: (i) up to a
nominal amount of GBP 49,062,877; (ii) comprising
equity securities (as defined in Section 560(1) of the
Companies Act 2006) up to a further nominal amount of
GBP 49,062,877 in connection with an offer by way of a
rights issue; such authorities to apply in substitution
for all previous authorities pursuant to Section 551 of
the Companies Act 2006 and to expire at the end of the
next Annual General Meeting or on 31 January 2013,
whichever is the earlier but, in each case, so that the
Company may make offers and enter CONTD
CONT CONTD into agreements during the relevant period which Non-Voting
would, or might,-require shares to be allotted or
rights to be granted after the authority-ends. For the
purposes of this Resolution 'rights issue' means an
offer to:-(a) ordinary shareholders in proportion (as
nearly as may be practicable) to-their existing
holdings; and (b) people who are holders of other
equity-securities if this is required by the rights of
those securities or, if the-directors consider it
necessary, as permitted by the rights of those-
securities to subscribe for further securities by means
of the issue of a-renounceable letter (or other
negotiable document) which may be traded for a-period
before payment for the securities is due, but subject
to such-exclusions or other arrangements as the
directors may deem necessary or-expedient in relation
to CONTD
CONT CONTD treasury shares, fractional entitlements, record Non-Voting
dates or legal,-regulatory or practical problems in, or
under the laws of, any territory
15 That subject to the passing of Resolution 14 above, the Management For For
directors be empowered to allot equity securities (as
defined in Section 560(1) of the Companies Act 2006)
wholly for cash: (i) pursuant to the authority given by
paragraph (i) of Resolution 14 above or where the
allotment constitutes an allotment of equity securities
by virtue of Section 560(3) of the Companies Act 2006
in each case: (a) in connection with a pre-emptive
offer; and/or (b) otherwise than in connection with a
pre-emptive offer, up to an aggregate nominal amount of
GBP 7,359,431; and (ii) pursuant to the authority given
by paragraph (ii) of Resolution 14 above in connection
with a rights issue, as if Section 561(1) of the
Companies Act 2006 did not apply to any such allotment;
such power to expire at the end of the next Annual
General Meeting or on 31 CONTD
CONT CONTD January 2013, whichever is the earlier but so Non-Voting
that the Company may make-offers and enter into
agreements during this period which would, or
might,-require equity securities to be allotted after
the power ends and the-directors may allot equity
securities under any such offer or agreement as if-the
power had not ended. For the purposes of this
Resolution: (a) 'rights-issue' has the same meaning as
in Resolution 14 above; (b) 'pre-emptive-offer' means
an offer of equity securities open for acceptance for a
period-fixed by the directors to holders (other than
the Company) on the register on-a record date fixed by
the directors of ordinary shares in proportion to-their
respective holdings but subject to such exclusions or
other-arrangements as the directors may deem necessary
or expedient in relation to-treasury shares CONTD
CONT CONTD , fractional entitlements, record dates or legal, Non-Voting
regulatory or-practical problems in, or under the laws
of, any territory; (c) references to-an allotment of
equity securities shall include a sale of treasury
shares;-and (d) the nominal amount of any securities
shall be taken to be, in the-case of rights to
subscribe for or convert any securities into shares of
the-Company, the nominal amount of such shares which
may be allotted pursuant to-such rights
16 That the Company be and is hereby unconditionally and Management For For
generally authorised for the purpose of Section 701 of
the Companies Act 2006 to make market purchases (as
defined in Section 693 of the Companies Act 2006) of
ordinary shares of 37.5p each in the capital of the
Company on such terms and in such manner as the
directors may determine provided that: (a) the maximum
number of shares which may be purchased is 39,250,301;
(b) the minimum price which may be paid for each share
is 37.5p; (c) the maximum price which may be paid for
an ordinary share shall not be more than the higher of
5 per cent above the average middle market quotations
for an ordinary share, as derived from the London Stock
Exchange Daily Official List, for the five business
days immediately preceding the day on which the
ordinary share is purchased and CONTD
CONT CONTD the amount stipulated by Article 5(1) of the Non-Voting
Buy-back and Stabilisation-Regulation 2003 (No
2273/2003); and (d) this authority shall expire at
the-conclusion of the next Annual General Meeting of
the Company or, if earlier-31 January 2013 (except in
relation to the purchase of shares the contract-for
which was concluded before the expiry of such authority
and which might-be executed wholly or partly after such
expiry)
17 That a general meeting other than an annual general Management For For
meeting may be called on not less than 14 clear days'
notice
18 That, in accordance with Part 14 of the Companies Act Management For For
2006, the Company and every other company which is now
or may become a subsidiary of the Company at any time
during the period during which this resolution is in
force is hereby authorised to make donations and incur
expenditure under each and any of the following heads:
(a) donations to political parties or independent
election candidates; (b) donations to political
organisations other than political parties; and (c)
political expenditure, up to an aggregate amount of GBP
50,000 and the amount authorised under each of
paragraphs (a), (b) and (c) shall also be limited to
such amount. The authority hereby conferred shall
expire at the conclusion of the next Annual General
Meeting of the Company or, if earlier, on 31 January
2013. All existing authorisations and CONTD
CONT CONTD approvals relating to political donations or Non-Voting
expenditure under Part 14-of the Companies Act 2006 are
hereby revoked without prejudice to any-donation made
or expenditure incurred prior to the date hereof
pursuant to-such authorisation or approval. For the
purpose of this resolution, the terms-'political
donations', 'political parties', 'independent
election-candidates', 'political organisations' and
'political expenditure' have the-meanings set out in
Sections 363 to 365 of the Companies Act 2006
19 That the Smiths Group Long Term Incentive Plan 2011 Management For For
(the 'LTIP'), the principal terms of which are
summarised in the explanatory note to this resolution
and as shown in the rules of the LTIP produced to the
Meeting and initialled by the Chairman for the purposes
of identification, be and is hereby approved and that
the directors be and are hereby authorised to do all
such acts and things that they may consider appropriate
to implement the LTIP, including the making of any
amendments to the rules and any establishment of any
sub-plans for the benefit of employees outside the UK
(modified as necessary to take account of relevant
exchange control, taxation and securities laws of the
relevant jurisdiction); and the directors be and are
hereby authorised to vote as directors and be counted
in any quorum on any matter CONTD
CONT CONTD connected with the LTIP, notwithstanding that Non-Voting
they may be interested in-the same, save that no
director may vote or be counted in the quorum on
any-matter solely concerning his own participation
therein, and that any-prohibition on directors' voting
shall be suspended to this extent-accordingly
NETLOGIC MICROSYSTEMS, INC.
SECURITY 64118B100 MEETING TYPE Special
TICKER SYMBOL NETL MEETING DATE 22-Nov-2011
ISIN US64118B1008 AGENDA 933519108 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF Management For For
SEPTEMBER 11, 2011, BY AND AMONG NETLOGIC MICROSYSTEMS,
INC., BROADCOM CORPORATION AND I&N ACQUISITION CORP., A
WHOLLY OWNED SUBSIDIARY OF BROADCOM CORPORATION (THE
"MERGER AGREEMENT").
02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF Management For For
NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF
THE PROPOSAL TO ADOPT THE MERGER AGREEMENT IF THERE ARE
NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING
TO APPROVE THE PROPOSAL TO ADOPT THE MERGER AGREEMENT.
03 TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE Management Abstain Against
COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO
NAMED EXECUTIVE OFFICERS OF NETLOGIC MICROSYSTEMS, INC.
IN CONNECTION WITH THE MERGER, INCLUDING THE AGREEMENTS
AND UNDERSTANDINGS PURSUANT TO WHICH SUCH COMPENSATION
MAY BE PAID OR BECOME PAYABLE.
BRITISH SKY BROADCASTING GROUP PLC
SECURITY G15632105 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 29-Nov-2011
ISIN GB0001411924 AGENDA 703417279 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1 To receive the financial statements for the year ended Management For For
30 June 2011 together with the report of the Directors
and Auditors thereon
2 To declare a final dividend for the year ended 30 June Management For For
2011
3 To reappoint Jeremy Darroch as a Director Management For For
4 To reappoint David F DeVoe as a Director Management For For
5 To reappoint Andrew Griffith as a Director Management For For
6 To reappoint Nicholas Ferguson as a Director Management For For
7 To reappoint Andrew Higginson as a Director Management For For
8 To reappoint Thomas Mockridge as a Director Management For For
9 To reappoint James Murdoch as a Director Management For For
10 To reappoint Jacques Nasser as a Director Management For For
11 To reappoint Dame Gail Rebuck as a Director Management For For
12 To reappoint Daniel Rimer as a Director Management For For
13 To reappoint Arthur Siskind as a Director Management For For
14 To reappoint Lord Wilson of Dinton as a Director Management For For
15 To reappoint Deloitte LLP as Auditors of the Company Management For For
and to authorise the Directors to agree their
remuneration
16 To approve the report on Directors remuneration for the Management For For
year ended 30-Jun-11
17 To authorise the Company and its subsidiaries to make Management For For
political donations and incur political expenditure
18 To authorise the Directors to allot shares under Management For For
Section 551 of the Companies Act 2006
19 To disapply statutory pre emption rights Management Against Against
20 To allow the Company to hold general meetings other Management For For
than annual general meetings on 14 days notice
21 To authorise the Directors to make on market purchases Management For For
22 To authorise the Directors to make off market purchases Management For For
PENN MILLERS HOLDING CORPORATION
SECURITY 707561106 MEETING TYPE Special
TICKER SYMBOL PMIC MEETING DATE 29-Nov-2011
ISIN US7075611068 AGENDA 933518699 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF MERGER Management For For
DATED SEPTEMBER 7, 2011, BY AND AMONG ACE AMERICAN
INSURANCE COMPANY, PANTHER ACQUISITION CORP. AND PENN
MILLERS HOLDING CORPORATION.
02 TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE Management Abstain Against
"GOLDEN PARACHUTE" COMPENSATION THAT MAY BE PAYABLE TO
THE COMPANY'S NAMED EXECUTIVE OFFICERS IN CONNECTION
WITH THE MERGER.
03 TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR Management For For
APPROPRIATE, FOR THE PURPOSE OF SOLICITING ADDITIONAL
PROXIES TO VOTE IN FAVOR OF ADOPTING THE MERGER
AGREEMENT.
GLOBAL INDUSTRIES, LTD.
SECURITY 379336100 MEETING TYPE Special
TICKER SYMBOL GLBL MEETING DATE 30-Nov-2011
ISIN US3793361003 AGENDA 933521812 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 PROPOSAL TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF SEPTEMBER 11, 2011, AMONG GLOBAL
INDUSTRIES, LTD. ("GLOBAL INDUSTRIES"), TECHNIP S.A.
("TECHNIP"), AND APOLLON MERGER SUB B, INC., AN
INDIRECT, WHOLLY OWNED SUBSIDIARY OF TECHNIP, AS SUCH
MAY BE AMENDED FROM TIME TO TIME (THE "MERGER
AGREEMENT").
02 PROPOSAL TO APPROVE AND ADOPT AMENDED AND RESTATED Management For For
ARTICLES OF INCORPORATION TO REMOVE THE LIMITATION ON
NON-U.S. OWNERSHIP OF GLOBAL INDUSTRIES' COMMON STOCK
CONTAINED IN THE EXISTING ARTICLES OF INCORPORATION OF
GLOBAL INDUSTRIES.
03 NON-BINDING, ADVISORY PROPOSAL TO APPROVE CERTAIN Management Abstain Against
COMPENSATION ARRANGEMENTS FOR GLOBAL INDUSTRIES' NAMED
EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER
CONTEMPLATED BY THE MERGER AGREEMENT.
ENCORE ENERGY PARTNERS LP
SECURITY 29257A106 MEETING TYPE Special
TICKER SYMBOL ENP MEETING DATE 30-Nov-2011
ISIN US29257A1060 AGENDA 933522042 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 TO APPROVE & ADOPT AGREEMENT AND PLAN OF MERGER, DATED Management For For
AS OF JULY 10, 2011, BY AND AMONG VANGUARD NATURAL
RESOURCES, LLC, VANGUARD NATURAL GAS, LLC, VANGUARD
ACQUISITION COMPANY, LLC, ENCORE ENERGY PARTNERS LP &
ENCORE ENERGY PARTNERS LLC, AS IT MAY BE AMENDED FROM
TIME TO TIME ("MERGER AGREEMENT") & APPROVE THE MERGER
CONTEMPLATED BY THE MERGER AGREEMENT (THE "MERGER").
NALCO HOLDING COMPANY
SECURITY 62985Q101 MEETING TYPE Special
TICKER SYMBOL NLC MEETING DATE 30-Nov-2011
ISIN US62985Q1013 AGENDA 933522547 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 ADOPT THE AGREEMENT AND PLAN OF MERGER DATED AS OF JULY Management For For
19, 2011 AMONG ECOLAB, INC., SUSTAINABILITY PARTNERS
CORPORATION, A WHOLLY-OWNED SUBSIDIARY OF ECOLAB INC.
AND NALCO HOLDING COMPANY.
02 VOTE, ON A NON-BINDING ADVISORY BASIS, TO APPROVE THE Management Abstain Against
COMPENSATION THAT MAY BECOME PAYABLE TO NALCO'S NAMED
EXECUTIVE OFFICERS IN CONNECTION WITH THE COMPLETION OF
THE TRANSACTIONS IN THE MERGER.
03 ADJOURN THE NALCO SPECIAL MEETING, IF NECESSARY OR Management For For
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE
NOT SUFFICIENT VOTES TO APPROVE PROPOSAL 1.
PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.
SECURITY 717124101 MEETING TYPE Special
TICKER SYMBOL PPDI MEETING DATE 30-Nov-2011
ISIN US7171241018 AGENDA 933522597 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS Management For For
OF OCTOBER 2, 2011, AS IT MAY BE AMENDED FROM TIME TO
TIME, BY AND AMONG PHARMACEUTICAL PRODUCT DEVELOPMENT,
INC., JAGUAR HOLDINGS, LLC AND JAGUAR MERGER SUB, INC.
02 TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE Management Abstain Against
"GOLDEN PARACHUTE" COMPENSATION THAT MIGHT BE RECEIVED
BY THE COMPANY'S NAMED EXECUTIVE OFFICERS IN CONNECTION
WITH THE MERGER.
03 TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR Management For For
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING
TO APPROVE THE AGREEMENT AND PLAN OF MERGER.
FOSTER'S GROUP LIMITED
SECURITY Q3944W187 MEETING TYPE Scheme Meeting
TICKER SYMBOL MEETING DATE 01-Dec-2011
ISIN AU000000FGL6 AGENDA 703414007 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1 That, pursuant to and in accordance with section 411 of Management For For
the Corporations Act, the scheme of arrangement
proposed between Foster's and the holders of Foster's
Shares (other than any entity within the SABMiller
Group), the terms of which are contained in and more
precisely described in this Booklet (of which the
notice convening this meeting forms part) is approved
(with or without modification as approved by the
Supreme Court of Victoria]
GRIFOLS SA
SECURITY 398438309 MEETING TYPE Special
TICKER SYMBOL GRFS MEETING DATE 02-Dec-2011
ISIN US3984383097 AGENDA 933524111 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 INCREASE OF THE COMPANY'S SHARE CAPITAL IN THE AMOUNT Management Abstain Against
OF EURO 2,968,765.80, BY ISSUING 29,687,658 NEW SHARES
WITHOUT VOTING RIGHTS OF CLASS B, WITH A NOMINAL VALUE
OF EURO 0.10 EACH, WITHOUT SHARE PREMIUM, AGAINST
VOLUNTARY RESERVES, IN THE PROPORTION OF 1 NEW SHARE OF
CLASS B FOR EACH 10 FORMER SHARES OF CLASS A OR CLASS
B, WITH PROVISION OF INCOMPLETE ALLOCATION. AMENDMENT
OF ARTICLE 6 OF THE COMPANY'S ARTICLES OF ASSOCIATION
(SHARE CAPITAL), ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
HARMAN INTERNATIONAL INDUSTRIES, INC.
SECURITY 413086109 MEETING TYPE Annual
TICKER SYMBOL HAR MEETING DATE 07-Dec-2011
ISIN US4130861093 AGENDA 933522232 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 DIRECTOR Management
1 BRIAN F. CARROLL For For
2 HELLENE S. RUNTAGH For For
02 PROPOSAL TO APPROVE THE 2012 STOCK OPTION AND INCENTIVE Management Against Against
PLAN.
03 PROPOSAL TO APPROVE AMENDMENT TO RESTATED CERTIFICATE Management For For
OF INCORPORATION AND BYLAWS TO DECLASSIFY THE BOARD.
04 PROPOSAL TO RATIFY APPOINTMENT OF KPMG. Management For For
05 PROPOSAL TO APPROVE THE ADVISORY (NON-BINDING) Management Abstain Against
RESOLUTION RELATING TO EXECUTIVE COMPENSATION.
06 EXECUTIVE COMPENSATION FREQUENCY STOCKHOLDER VOTE. Management Abstain Against
TEMPLE-INLAND INC.
SECURITY 879868107 MEETING TYPE Special
TICKER SYMBOL TIN MEETING DATE 07-Dec-2011
ISIN US8798681073 AGENDA 933524402 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF Management For For
SEPTEMBER 6, 2011, AMONG TEMPLE-INLAND, INTERNATIONAL
PAPER COMPANY, AND METAL ACQUISITION INC., A
WHOLLY-OWNED SUBSIDIARY OF INTERNATIONAL PAPER COMPANY,
AS IT MAY BE AMENDED FROM TIME TO TIME.
02 TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE Management Abstain Against
COMPENSATION TO BE PAID TO TEMPLE-INLAND'S NAMED
EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE
RELATES TO THE MERGER.
03 TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING TO A Management For For
LATER DATE OR TIME, IF NECESSARY OR APPROPRIATE, TO
SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE
INSUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT TO
ADOPT THE MERGER AGREEMENT.
SOUTHERN UNION COMPANY
SECURITY 844030106 MEETING TYPE Special
TICKER SYMBOL SUG MEETING DATE 09-Dec-2011
ISIN US8440301062 AGENDA 933522458 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 TO APPROVE AND ADOPT THE SECOND AMENDED AND RESTATED Management For For
AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 19,
2011, BY AND AMONG ENERGY TRANSFER EQUITY, L.P., SIGMA
ACQUISITION CORPORATION AND SOUTHERN UNION COMPANY, AS
IT MAY BE AMENDED FROM TIME TO TIME, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
02 TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE Management Abstain Against
COMPENSATION TO BE RECEIVED BY SOUTHERN UNION COMPANY'S
NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.
03 TO APPROVE ANY ADJOURNMENTS OF THE SPECIAL MEETING, IF Management For For
NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF
THE PROPOSAL TO ADOPT THE MERGER AGREEMENT.
LTX CREDENCE CORPORATION
SECURITY 502403207 MEETING TYPE Annual
TICKER SYMBOL LTXC MEETING DATE 09-Dec-2011
ISIN US5024032071 AGENDA 933524224 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 DIRECTOR Management
1 STEPHEN M. JENNINGS For For
2 BRUCE R. WRIGHT For For
02 TO APPROVE, IN A NON-BINDING, ADVISORY VOTE, THE Management Abstain Against
COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS
AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT,
INCLUDING THE DISCLOSURES UNDER THE HEADING
"COMPENSATION DISCUSSION AND ANALYSIS," THE
COMPENSATION TABLES, AND ANY RELATED MATERIALS INCLUDED
IN THE PROXY STATEMENT.
03 TO APPROVE, IN A NON-BINDING, ADVISORY VOTE, THAT THE Management Abstain Against
FREQUENCY WITH WHICH THE STOCKHOLDERS OF THE COMPANY
SHALL HAVE AN ADVISORY VOTE ON THE COMPENSATION OF THE
COMPANY'S NAMED EXECUTIVE OFFICERS SET FORTH IN THE
COMPANY'S PROXY STATEMENT IS EVERY YEAR, EVERY TWO
YEARS, OR EVERY THREE YEARS.
04 TO RATIFY THE APPOINTMENT OF BDO USA, LLP AS THE Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR ITS FISCAL YEAR ENDING JULY 31, 2012.
PACIFIC NORTHERN GAS LTD.
SECURITY 694661307 MEETING TYPE Special
TICKER SYMBOL PNGKF MEETING DATE 12-Dec-2011
ISIN CA6946613073 AGENDA 933528525 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 TO APPROVE AN ARRANGEMENT UNDER THE PROVISIONS OF Management For For
DIVISION 5 OF PART 9 OF THE BUSINESS CORPORATIONS ACT
(BRITISH COLUMBIA) INVOLVING PACIFIC NORTHERN GAS LTD.
("PNG") AND THE COMMON SHAREHOLDERS OF PNG, THE FULL
TEXT OF WHICH IS SET FORTH IN APPENDIX B TO THE
MANAGEMENT PROXY CIRCULAR OF PNG DATED NOVEMBER 14,
2011.
SYNTHES INC
SECURITY 87162M409 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 15-Dec-2011
ISIN US87162M4096 AGENDA 703436899 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
CMMT BLOCKING OF REGISTERED SHARES IS NOT A LEGAL Non-Voting
REQUIREMENT IN THE SWISS MARKET,-SPECIFIC POLICIES AT
THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF
T-HE VOTING INSTRUCTION, IT IS POSSIBLE THAT A MARKER
MAY BE PLACED ON YOUR SHAR-ES TO ALLOW FOR
RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE.
IF YOU H-AVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE
CONTACT YOUR CLIENT SERVICE REPRE-SENTATIVE.
1 To consider and vote upon a proposal to adopt the Management No Action
agreement and plan of merger, dated as of April 26,
2011, as it may be amended from time to time, among
Johnson and Johnson, Samson Acquisition Corp., a wholly
owned subsidiary of Johnson and Johnson, and Synthes,
pursuant to which Samson Acquisition Corp will merge
with and into Synthes. As a result of the merger,
Synthes will become a wholly owned subsidiary of
Johnson and Johnson, and each outstanding share of
Synthes common stock will be converted into the right
to receive a combination of (i) CHF 55.65 in cash and
(ii) a number of shares of Johnson and Johnson common
stock based on an exchange ratio that will be
calculated based upon the average of the volume
weighted average trading prices of Johnson and Johnson
common stock on each of the ten trading days ending two
trading days prior to the effective time of the merger
2 To consider and vote upon a proposal to adjourn the Management No Action
special meeting, if necessary or appropriate, to permit
further solicitation of proxies if there are not
sufficient votes at the time of the special meeting to
adopt the merger agreement
DAYLIGHT ENERGY LTD.
SECURITY 239590201 MEETING TYPE Special
TICKER SYMBOL DAYYF MEETING DATE 15-Dec-2011
ISIN CA2395902018 AGENDA 933524515 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 A SPECIAL RESOLUTION (THE "SPECIAL RESOLUTION"), THE Management For For
FULL TEXT OF WHICH IS SET FORTH IN APPENDIX A TO THE
ACCOMPANYING INFORMATION CIRCULAR AND PROXY STATEMENT
OF THE CORPORATION DATED NOVEMBER 1, 2011 (THE
"INFORMATION CIRCULAR"), TO APPROVE A PLAN OF
ARRANGEMENT UNDER SECTION 193 OF THE BUSINESS
CORPORATIONS ACT (ALBERTA) (THE "ARRANGEMENT"), ALL AS
MORE PARTICULARLY DESCRIBED IN THE INFORMATION CIRCULAR.
ADVANCED ANALOGIC TECHNOLOGIES, INC.
SECURITY 00752J108 MEETING TYPE Annual
TICKER SYMBOL AATI MEETING DATE 16-Dec-2011
ISIN US00752J1088 AGENDA 933523549 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 DIRECTOR Management
1 C. SUBRAMANIAM For For
02 TO VOTE FOR AND RATIFY THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31,
2011.
03 TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF Management Abstain Against
OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN OUR PROXY
STATEMENT FOR THE 2011 ANNUAL MEETING OF STOCKHOLDERS,
INCLUDING THE COMPENSATION DISCUSSION AND ANALYSIS, THE
2010 SUMMARY COMPENSATION TABLE AND OTHER RELATED
TABLES AND DISCLOSURE.
04 TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF Management Abstain Against
FUTURE STOCKHOLDER ADVISORY VOTES REGARDING
COMPENSATION AWARDED TO OUR NAMED EXECUTIVE OFFICERS.
TGC INDUSTRIES, INC.
SECURITY 872417308 MEETING TYPE Annual
TICKER SYMBOL TGE MEETING DATE 16-Dec-2011
ISIN US8724173088 AGENDA 933528866 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 DIRECTOR Management
1 WAYNE A. WHITENER For For
2 WILLIAM J. BARRETT For For
3 HERBERT M. GARDNER For For
4 ALLEN T. MCINNES For For
5 EDWARD L. FLYNN For For
6 STEPHANIE P. HURTT For For
02 RATIFICATION OF SELECTION OF LANE GORMAN TRUBITT, Management For For
L.L.P. AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
MEDCO HEALTH SOLUTIONS, INC.
SECURITY 58405U102 MEETING TYPE Special
TICKER SYMBOL MHS MEETING DATE 21-Dec-2011
ISIN US58405U1025 AGENDA 933528385 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF Management For For
JULY 20, 2011, AS AMENDED ON NOVEMBER 7, 2011 AND AS IT
MAY BE AMENDED FROM TIME TO TIME (THE "MERGER
AGREEMENT"), BY AND AMONG EXPRESS SCRIPTS, INC., MEDCO
HEALTH SOLUTIONS, INC., ARISTOTLE HOLDING, INC.,
ARISTOTLE MERGER SUB, INC., AND PLATO MERGER SUB, INC.
02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES
IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE
SPECIAL MEETING TO APPROVE THE PROPOSAL TO ADOPT THE
MERGER AGREEMENT.
03 TO APPROVE, BY NON-BINDING ADVISORY VOTE, THE Management Abstain Against
COMPENSATION ARRANGEMENTS FOR THE COMPANY'S NAMED
EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGERS
CONTEMPLATED BY THE MERGER AGREEMENT.
AMERICAN MEDICAL ALERT CORP.
SECURITY 027904101 MEETING TYPE Special
TICKER SYMBOL AMAC MEETING DATE 21-Dec-2011
ISIN US0279041018 AGENDA 933529591 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 TO CONSIDER AND VOTE UPON A PROPOSAL TO ADOPT THE Management For For
AGREEMENT AND PLAN OF MERGER, DATED AS OF SEPTEMBER 22,
2011, BY AND AMONG AMERICAN MEDICAL ALERT CORP.,
TUNSTALL HEALTHCARE GROUP LIMITED, AND MONITOR
ACQUISITION CORP., A WHOLLY OWNED SUBSIDIARY OF
TUNSTALL, AS IT MAY BE AMENDED FROM TIME TO TIME (THE
"MERGER AGREEMENT").
02 TO APPROVE ANY ADJOURNMENTS OF THE SPECIAL MEETING, IF Management For For
DETERMINED NECESSARY BY AMERICAN MEDICAL ALERT CORP.,
TO PERMIT FURTHER SOLICITATION OF PROXIES IF THERE ARE
NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL
MEETING, OR AT ANY ADJOURNMENT OR POSTPONEMENT OF THAT
MEETING, TO ADOPT THE MERGER AGREEMENT.
03 TO APPROVE, BY NON-BINDING, ADVISORY VOTE, CERTAIN Management Abstain Against
COMPENSATION ARRANGEMENTS FOR AMERICAN MEDICAL ALERT
CORP.'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE
MERGER CONTEMPLATED BY THE MERGER AGREEMENT.
M & F WORLDWIDE CORP.
SECURITY 552541104 MEETING TYPE Special
TICKER SYMBOL MFW MEETING DATE 21-Dec-2011
ISIN US5525411048 AGENDA 933529628 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, DATED AS Management For For
OF SEPTEMBER 12, 2011, BY AND AMONG M & F WORLDWIDE
CORP., MX HOLDINGS ONE, LLC, MX HOLDINGS TWO, INC., AND
MACANDREWS & FORBES HOLDINGS, INC., AS DESCRIBED IN THE
PROXY STATEMENT.
02 APPROVAL OF THE ADJOURNMENT OF THE SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES
IF THERE ARE NOT SUFFICIENT VOTES TO ADOPT THE
AGREEMENT AND PLAN OF MERGER.
AMERICAN MEDICAL ALERT CORP.
SECURITY 027904101 MEETING TYPE Annual
TICKER SYMBOL AMAC MEETING DATE 21-Dec-2011
ISIN US0279041018 AGENDA 933529729 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 DIRECTOR Management
1 HOWARD M. SIEGEL For For
2 JACK RHIAN For For
3 FREDERIC S. SIEGEL For For
4 JOHN S.T. GALLAGHER For For
5 RONALD LEVIN For For
6 YACOV SHAMASH For For
7 GREGORY FORTUNOFF For For
02 TO RATIFY THE SELECTION OF MARGOLIN, WINER & EVENS, LLP Management For For
AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2011.
RIGHTNOW TECHNOLOGIES, INC.
SECURITY 76657R106 MEETING TYPE Special
TICKER SYMBOL RNOW MEETING DATE 22-Dec-2011
ISIN US76657R1068 AGENDA 933529135 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 APPROVE AND ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF OCTOBER 23, 2011, BY AND AMONG RIGHTNOW
TECHNOLOGIES, INC., A DELAWARE CORPORATION, OC
ACQUISITION LLC, A DELAWARE LIMITED LIABILITY COMPANY
AND WHOLLY-OWNED SUBSIDIARY OF ORACLE CORPORATION, AND
RHEA ACQUISITION CORPORATION, A DELAWARE CORPORATION,
ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
02 A PROPOSAL TO APPROVE, ON A NON-BINDING ADVISORY Management Abstain Against
BASIS, THE COMPENSATION THAT MAY BECOME PAYABLE TO THE
NAMED EXECUTIVE OFFICERS OF RIGHTNOW TECHNOLOGIES, INC.
IN CONNECTION WITH THE COMPLETION OF THE MERGER.
03 A PROPOSAL TO APPROVE THE ADJOURNMENT OR POSTPONEMENT Management For For
OF THE SPECIAL MEETING OF STOCKHOLDERS, IF NECESSARY,
TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT
VOTES TO APPROVE PROPOSAL 1.
SONESTA INTERNATIONAL HOTELS CORPORATION
SECURITY 835438409 MEETING TYPE Special
TICKER SYMBOL SNSTA MEETING DATE 30-Dec-2011
ISIN US8354384096 AGENDA 933534136 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, AS SUCH Management Against Against
AGREEMENT MAY BE AMENDED FROM TIME TO TIME (THE "MERGER
AGREEMENT"), DATED AS OF NOVEMBER 2, 2011, BY AND AMONG
SONESTA INTERNATIONAL HOTELS CORPORATION, SONESTA
ACQUISITION CORP. (F/K/A PROPERTY ACQUISITION CORP.),
AND PAC MERGER CORP., A WHOLLY-OWNED SUBSIDIARY OF
SONESTA ACQUISITION CORP.
02 TO APPROVE THE MERGER RELATED COMPENSATION THAT MAY BE Management Against Against
RECEIVED BY THE SONESTA NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH THE MERGER.
03 TO APPROVE ONE OR MORE ADJOURNMENTS OR POSTPONEMENTS OF Management Against Against
THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO
SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT
VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE
PROPOSAL TO ADOPT THE MERGER AGREEMENT.
HEALTHSPRING, INC.
SECURITY 42224N101 MEETING TYPE Special
TICKER SYMBOL HS MEETING DATE 12-Jan-2012
ISIN US42224N1019 AGENDA 933536421 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF Management For For
OCTOBER 24, 2011, BY AND AMONG CIGNA CORPORATION, THE
COMPANY AND CIGNA MAGNOLIA CORP., AN INDIRECT
WHOLLY-OWNED SUBSIDIARY OF CIGNA (AS IT MAY BE AMENDED
FROM TIME TO TIME, THE "MERGER AGREEMENT").
02 TO APPROVE AN ADJOURNMENT OF THE SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE IN THE VIEW OF THE BOARD OF
DIRECTORS, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF
THE PROPOSAL TO ADOPT THE MERGER AGREEMENT IF THERE ARE
NOT SUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT TO
ADOPT THE MERGER AGREEMENT.
03 TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, CERTAIN Management Abstain Against
COMPENSATION TO BE PAID BY THE COMPANY TO ITS NAMED
EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE
RELATES TO THE MERGER.
99 CENTS ONLY STORES
SECURITY 65440K106 MEETING TYPE Special
TICKER SYMBOL NDN MEETING DATE 12-Jan-2012
ISIN US65440K1060 AGENDA 933536750 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS Management For For
OF OCTOBER 11, 2011, BY AND AMONG NUMBER HOLDINGS,
INC., NUMBER MERGER SUB, INC., AND 99(cent) ONLY STORES,
INCLUDING THE PRINCIPAL TERMS OF THE MERGER AGREEMENT,
THE STATUTORY MERGER AGREEMENT, AND THE MERGER PURSUANT
TO WHICH NUMBER MERGER SUB, INC. WILL BE MERGED WITH
AND INTO 99(cent) ONLY STORES, WITH 99(cent) ONLY STORES
CONTINUING AS THE SURVIVING ENTITY
02 TO ADJOURN OR POSTPONE THE SPECIAL MEETING TO ANOTHER Management For For
TIME AND/OR PLACE FOR THE PURPOSE OF SOLICITING
ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO APPROVE
THE AGREEMENT AND PLAN OF MERGER, IF NECESSARY.
GRANDE CACHE COAL CORPORATION
SECURITY 38655X105 MEETING TYPE Special
TICKER SYMBOL GACHF MEETING DATE 12-Jan-2012
ISIN CA38655X1050 AGENDA 933537548 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 TO APPROVE A SPECIAL RESOLUTION, THE FULL TEXT OF WHICH Management For For
IS SET OUT IN APPENDIX A TO THE ACCOMPANYING MANAGEMENT
INFORMATION CIRCULAR (THE "CIRCULAR"), APPROVING AN
ARRANGEMENT UNDER SECTION 193 OF THE BUSINESS
CORPORATIONS ACT (ALBERTA) INVOLVING THE CORPORATION,
THE SHAREHOLDERS OF THE CORPORATION AND 1629835 ALBERTA
LTD. (THE "PURCHASER"), THE PURPOSE OF WHICH IS TO,
AMONG OTHER THINGS, EFFECT THE ACQUISITION BY THE
PURCHASER OF ALL THE OUTSTANDING COMMON SHARES OF THE
CORPORATION FOR $10.00 IN CASH FOR EACH COMMON SHARE.
TEKELEC
SECURITY 879101103 MEETING TYPE Special
TICKER SYMBOL TKLC MEETING DATE 25-Jan-2012
ISIN US8791011039 AGENDA 933538146 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS Management For For
OF NOVEMBER 6, 2011, AS IT MAY BE AMENDED FROM TIME TO
TIME, BY AND AMONG THE COMPANY, TITAN PRIVATE HOLDINGS
I, LLC AND TITAN PRIVATE ACQUISITION CORP.
02 TO APPROVE THE ADJOURNMENT OR POSTPONEMENT OF THE Management For For
SPECIAL MEETING TO A LATER DATE, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING
TO APPROVE THE AGREEMENT AND PLAN OF MERGER.
03 TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, CERTAIN Management Abstain Against
GOLDEN PARACHUTE COMPENSATION THAT WILL BE PAID OR THAT
MAY BECOME PAYABLE TO THE COMPANY'S NAMED EXECUTIVE
OFFICERS IN CONNECTION WITH THE MERGER.
LONMIN PLC, LONDON
SECURITY G56350112 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 26-Jan-2012
ISIN GB0031192486 AGENDA 703509185 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1 To receive the 2011 Report and Accounts Management For For
2 To approve the 2011 Directors' Remuneration Report Management For For
3 To declare a final dividend Management For For
4 To re-appoint KPMG Audit Plc as the Company's auditors Management For For
to hold office until the conclusion of the next annual
general meeting of the Company
5 To authorise the Board to agree the auditors' Management For For
remuneration
6 To re-appoint Roger Phillimore Management For For
7 To re-appoint Ian Farmer Management For For
8 To re-appoint Len Konar Management For For
9 To re-appoint Jonathan Leslie Management For For
10 To re-appoint David Munro Management For For
11 To re-appoint Cyril Ramaphosa Management For For
12 To re-appoint Simon Scott Management For For
13 To re-appoint Mahomed Seedat Management For For
14 To re-appoint Karen de Segundo Management For For
15 To re-appoint Jim Sutcliffe Management For For
16 To authorise the directors to allot shares Management For For
17 To authorise the disapplication of pre-emption rights Management Against Against
18 To authorise the purchase of own shares Management For For
19 To authorise a 14 day notice period for general Management For For
meetings, other than annual general meetings
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF Non-Voting
AUDITOR NAME IN RESOLUTI-ON 4. IF YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY-FORM
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
ASHLAND INC.
SECURITY 044209104 MEETING TYPE Annual
TICKER SYMBOL ASH MEETING DATE 26-Jan-2012
ISIN US0442091049 AGENDA 933534528 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1A ELECTION OF CLASS II DIRECTOR: ROGER W. HALE Management For For
1B ELECTION OF CLASS II DIRECTOR: VADA O. MANAGER Management For For
1C ELECTION OF CLASS II DIRECTOR: GEORGE A. SCHAEFER, JR. Management For For
1D ELECTION OF CLASS II DIRECTOR: JOHN F. TURNER Management For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS FOR FISCAL 2012.
03 A NON-BINDING ADVISORY RESOLUTION APPROVING THE Management Abstain Against
COMPENSATION PAID TO ASHLAND'S NAMED EXECUTIVE
OFFICERS, AS DISCLOSED PURSUANT TO ITEM 402 OF
REGULATION S-K, INCLUDING THE COMPENSATION DISCUSSION
AND ANALYSIS, COMPENSATION TABLES AND NARRATIVE
DISCUSSION.
COMMERCIAL METALS COMPANY
SECURITY 201723103 MEETING TYPE Contested-Annual
TICKER SYMBOL CMC MEETING DATE 03-Feb-2012
ISIN US2017231034 AGENDA 933536495 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 DIRECTOR Management
1 HAROLD L. ADAMS For For
2 JOSEPH ALVARADO For For
3 ANTHONY A. MASSARO For For
02 VOTE TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP Management For For
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE 2012 FISCAL YEAR.
03 VOTE TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION Management Abstain Against
OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.
04 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES Management Abstain Against
ON EXECUTIVE COMPENSATION.
05 ICAHN GROUP PROPOSAL REGARDING NON-BINDING RESOLUTION Shareholder For Against
FOR REDEMPTION OF OUTSTANDING RIGHTS.
06 ICAHN GROUP PROPOSAL REGARDING BYLAW AMENDMENT TO Shareholder For Against
REQUIRE STOCKHOLDER APPROVAL OF RIGHTS PLANS.
07 ICAHN GROUP PROPOSAL REGARDING BYLAW REPEAL AMENDMENTS. Shareholder Against For
TRANSATLANTIC HOLDINGS, INC.
SECURITY 893521104 MEETING TYPE Special
TICKER SYMBOL TRH MEETING DATE 06-Feb-2012
ISIN US8935211040 AGENDA 933543375 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF Management For For
NOVEMBER 20, 2011, AS IT MAY BE AMENDED FROM TIME TO
TIME, BY AND AMONG TRANSATLANTIC, ALLEGHANY CORPORATION
AND SHORELINE MERGER SUB, INC. (FORMERLY, SHORELINE
MERGER SUB, LLC).
02 ADJOURN THE TRANSATLANTIC SPECIAL MEETING, IF NECESSARY Management For For
OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR
OF PROPOSAL 1 IF THERE ARE INSUFFICIENT VOTES AT THE
TIME SUCH ADJOURNMENT TO APPROVE SUCH PROPOSAL.
03 APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE Management Abstain Against
COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO
TRANSATLANTIC'S NAMED EXECUTIVE OFFICERS IN CONNECTION
WITH THE MERGER, AND THE AGREEMENTS AND UNDERSTANDINGS
PURSUANT TO WHICH SUCH COMPENSATION MAY BE PAID OR
BECOME PAYABLE.
AMERICAN DENTAL PARTNERS, INC.
SECURITY 025353103 MEETING TYPE Special
TICKER SYMBOL ADPI MEETING DATE 07-Feb-2012
ISIN US0253531034 AGENDA 933539023 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, ("MERGER Management For For
AGREEMENT"), AMONG THE COMPANY, JLL CROWN HOLDINGS,
LLC, A DELAWARE LIMITED LIABILITY COMPANY ("BUYER"),
AND JLL CROWN MERGER SUB, INC., ("MERGER SUB"),
PROVIDING FOR THE MERGER OF MERGER SUB WITH AND INTO
THE COMPANY (THE "MERGER"), WITH THE COMPANY SURVIVING
THE MERGER AS A WHOLLY-OWNED SUBSIDIARY OF BUYER.
02 TO CAST A NON-BINDING, ADVISORY VOTE TO APPROVE CERTAIN Management Abstain Against
MERGER-RELATED EXECUTIVE COMPENSATION PAYABLE UNDER
EXISTING AGREEMENTS WITH THE COMPANY THAT CERTAIN
EXECUTIVE OFFICERS OF THE COMPANY WILL OR MAY RECEIVE
IN CONNECTION WITH THE MERGER.
03 TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES
IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE
SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT OR TO
CONSTITUTE A QUORUM.
COMPLETE PRODUCTION SERVICES, INC.
SECURITY 20453E109 MEETING TYPE Special
TICKER SYMBOL CPX MEETING DATE 07-Feb-2012
ISIN US20453E1091 AGENDA 933542981 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF Management For For
OCTOBER 9, 2011, AS IT MAY BE AMENDED FROM TIME TO
TIME, BY AND AMONG THE COMPANY, SUPERIOR ENERGY
SERVICES, INC. AND ITS INDIRECT WHOLLY OWNED
SUBSIDIARY, SPN FAIRWAY ACQUISITION, INC.
02 TO APPROVE ON A NON-BINDING ADVISORY BASIS, THE Management Abstain Against
COMPENSATION THAT MAY BECOME PAYABLE TO OUR NAMED
EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.
03 TO AUTHORIZE OUR BOARD OF DIRECTORS, IN ITS DISCRETION, Management For For
TO ADJOURN THE SPECIAL MEETING TO A LATER DATE OR DATES
IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IN FAVOR OF THE PROPOSAL TO ADOPT THE AGREEMENT
AND PLAN OF MERGER.
BLUE COAT SYSTEMS, INC.
SECURITY 09534T508 MEETING TYPE Special
TICKER SYMBOL BCSI MEETING DATE 13-Feb-2012
ISIN US09534T5083 AGENDA 933542664 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 TO ADOPT AND APPROVE THE AGREEMENT AND PLAN OF MERGER Management For For
DATED AS OF DECEMBER 8, 2011, AMONG PROJECT BARBOUR
HOLDINGS CORPORATION, A CONTROLLED AFFILIATE OF THOMA
BRAVO, LLC AND ITS CO-INVESTORS, PROJECT BARBOUR MERGER
CORP., A WHOLLY-OWNED SUBSIDIARY OF PROJECT BARBOUR
HOLDINGS CORPORATION, AND BLUE COAT, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
02 TO APPROVE, BY AN ADVISORY VOTE, THE AGREEMENTS & Management Abstain Against
UNDERSTANDINGS OF BLUE COAT AND ITS NAMED EXECUTIVE
OFFICERS CONCERNING COMPENSATION THAT IS BASED ON OR
OTHERWISE RELATES TO MERGER, AND THE AGGREGATE TOTAL OF
ALL SUCH COMPENSATION THAT MAY BE PAID OR BECOME
PAYABLE TO OR ON BEHALF OF SUCH EXECUTIVE OFFICERS, ALL
AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
03 TO APPROVE THE ADJOURNMENT OR POSTPONEMENT OF THE Management For For
SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, FOR,
AMONG OTHER REASONS, THE SOLICITATION OF ADDITIONAL
PROXIES IN THE EVENT THAT THERE ARE NOT SUFFICIENT
VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT AND
APPROVE THE AGREEMENT AND PLAN OF MERGER.
DEMANDTEC, INC.
SECURITY 24802R506 MEETING TYPE Special
TICKER SYMBOL DMAN MEETING DATE 14-Feb-2012
ISIN US24802R5063 AGENDA 933543882 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 THE PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF DECEMBER 7, 2011, BY AND AMONG
INTERNATIONAL BUSINESS MACHINES CORPORATION {"IBM"), A
NEW YORK CORPORATION, CUDGEE ACQUISITION CORP, A
DELAWARE CORPORATION AND WHOLLY-OWNED SUBSIDIARY OF
IBM, AND DEMANDTEC, INC., A DELAWARE CORPORATION, AS
SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME.
02 THE PROPOSAL TO ADJOURN THE SPECIAL MEETING TO A LATER Management For For
DATE, IF NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IN THE EVENT THERE ARE NOT
SUFFICIENT VOTES IN FAVOR OF ADOPTION OF THE MERGER
AGREEMENT AT THE TIME OF THE SPECIAL MEETING.
03 THE PROPOSAL TO APPROVE, ON AN ADVISORY (NON-BINDING) Management Abstain Against
BASIS, CERTAIN "GOLDEN PARACHUTE" COMPENSATION THAT MAY
BE PAID OR BECOME PAYABLE TO DEMANDTEC, INC.'S NAMED
EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER,
INCLUDING THE AGREEMENTS AND UNDERSTANDINGS WITH
DEMANDTEC, INC. PURSUANT TO WHICH SUCH COMPENSATION MAY
BE PAID OR BECOME PAYABLE.
SYNOVIS LIFE TECHNOLOGIES, INC.
SECURITY 87162G105 MEETING TYPE Special
TICKER SYMBOL SYNO MEETING DATE 14-Feb-2012
ISIN US87162G1058 AGENDA 933544454 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF DECEMBER 12, 2011, BY AND AMONG BAXTER
INTERNATIONAL INC., TWINS MERGER SUB, INC. AND SYNOVIS
LIFE TECHNOLOGIES, INC.
02 A PROPOSAL TO APPROVE, ON A NON-BINDING ADVISORY Management Abstain Against
BASIS, THE COMPENSATION THAT MAY BECOME PAYABLE TO THE
NAMED EXECUTIVE OFFICERS OF SYNOVIS LIFE TECHNOLOGIES,
INC. IN CONNECTION WITH THE COMPLETION OF THE MERGER.
03 PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF NECESSARY, Management For For
TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT
SUFFICIENT VOTES IN FAVOR OF APPROVAL OF THE MERGER
AGREEMENT.
RALCORP HOLDINGS, INC.
SECURITY 751028101 MEETING TYPE Annual
TICKER SYMBOL RAH MEETING DATE 15-Feb-2012
ISIN US7510281014 AGENDA 933545189 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 DIRECTOR Management
1 DAVID R. BANKS* For For
2 JONATHAN E. BAUM** For For
3 DAVID P. SKARIE** For For
4 BARRY H. BERACHA# For For
5 PATRICK J. MOORE# For For
03 RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS RALCORP Management For For
HOLDINGS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2012
04 ADVISORY VOTE ON EXECUTIVE COMPENSATION Management Abstain Against
05 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES Management Abstain Against
ON EXECUTIVE COMPENSATION
MAGMA DESIGN AUTOMATION, INC.
SECURITY 559181102 MEETING TYPE Special
TICKER SYMBOL LAVA MEETING DATE 16-Feb-2012
ISIN US5591811022 AGENDA 933543666 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, DATED Management For For
NOVEMBER 30, 2011, BY AND AMONG SYNOPSYS, INC., LOTUS
ACQUISITION CORP., AND MAGMA DESIGN AUTOMATION, INC.,
AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME, AND
AS MORE FULLY DESCRIBED IN THE ACCOMPANYING PROXY
STATEMENT.
02 APPROVAL OF THE ADJOURNMENT OF THE SPECIAL MEETING, IF Management For For
NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING
TO ADOPT THE MERGER AGREEMENT.
03 APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE Management Abstain Against
"GOLDEN PARACHUTE" COMPENSATION THAT MAY BE PAID OR
BECOME PAYABLE TO MAGMA'S NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH THE MERGER, INCLUDING THE AGREEMENTS
AND UNDERSTANDINGS PURSUANT TO WHICH SUCH COMPENSATION
MAY BE PAID OR BECOME PAYABLE.
QUADRA FNX MINING LTD.
SECURITY 74733X106 MEETING TYPE Special
TICKER SYMBOL QADMF MEETING DATE 20-Feb-2012
ISIN CA74733X1069 AGENDA 933543870 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 A SPECIAL RESOLUTION (THE "ARRANGEMENT RESOLUTION"), Management For For
THE FULL TEXT OF WHICH IS SET FORTH IN APPENDIX A TO
THE INFORMATION CIRCULAR, TO APPROVE A PLAN OF
ARRANGEMENT PURSUANT TO DIVISION 5 OF PART 9 OF THE
BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA) INVOLVING
QUADRA FNX MINING LTD., A WHOLLY OWNED SUBSIDIARY OF
KGHM POLSKA MIEDZ S.A. AND CERTAIN SECURITYHOLDERS OF
QUADRA FNX MINING LTD., ALL AS MORE PARTICULARLY
DESCRIBED IN THE INFORMATION CIRCULAR.
02 TO TRANSACT SUCH FURTHER AND OTHER BUSINESS, INCLUDING Management For For
AMENDMENTS TO THE FOREGOING RESOLUTION, AS MAY PROPERLY
BE BROUGHT BEFORE THE MEETING OR ANY ADJOURNMENT OR
POSTPONEMENT THEREOF.
WCA WASTE CORPORATION
SECURITY 92926K103 MEETING TYPE Special
TICKER SYMBOL WCAA MEETING DATE 08-Mar-2012
ISIN US92926K1034 AGENDA 933551257 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. TO CONSIDER AND VOTE ON A PROPOSAL TO ADOPT THE Management For For
AGREEMENT AND PLAN OF MERGER, DATED AS OF DECEMBER 21,
2011, AS IT MAY BE AMENDED FROM TIME TO TIME, BY AND
AMONG WCA WASTE CORPORATION, COD INTERMEDIATE, LLC, AND
COD MERGER COMPANY, INC.
2. TO APPROVE, BY NON-BINDING, ADVISORY VOTE, CERTAIN Management Abstain Against
COMPENSATION ARRANGEMENTS FOR WCA'S NAMED EXECUTIVE
OFFICERS IN CONNECTION WITH THE MERGER.
3. TO CONSIDER AND VOTE ON ANY PROPOSAL TO ADJOURN THE Management For For
SPECIAL MEETING TO A LATER DATE, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF
THE PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER,
DATED AS OF DECEMBER 21, 2011, AS IT MAY BE AMENDED
FROM TIME TO TIME, BY AND AMONG WCA WASTE CORPORATION,
COD INTERMEDIATE, LLC, AND COD MERGER COMPANY.
WINN-DIXIE STORES, INC.
SECURITY 974280307 MEETING TYPE Special
TICKER SYMBOL WINN MEETING DATE 09-Mar-2012
ISIN US9742803078 AGENDA 933550697 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. A PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF DECEMBER 16, 2011, AMONG OPAL HOLDINGS,
LLC, OPAL MERGER SUB, INC., AND WINN-DIXIE STORES, INC.
2. A PROPOSAL TO APPROVE, ON A NON-BINDING BASIS, THE Management Abstain Against
COMPENSATION THAT MAY BECOME PAYABLE TO OUR NAMED
EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.
3. A PROPOSAL TO ADJOURN THE SPECIAL MEETING (IF NECESSARY Management For For
OR APPROPRIATE), TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE INSUFFICIENT VOTES AT THE TIME OF SPECIAL MEETING
TO APPROVE THE MERGER AGREEMENT.
EL PASO CORPORATION
SECURITY 28336L109 MEETING TYPE Special
TICKER SYMBOL EP MEETING DATE 09-Mar-2012
ISIN US28336L1098 AGENDA 933550712 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. AGREEMENT AND PLAN OF MERGER, BY AND AMONG EL PASO Management For For
CORPORATION ("EL PASO"), SIRIUS HOLDINGS MERGER
CORPORATION, SIRIUS MERGER CORPORATION, KINDER MORGAN,
INC., SHERPA MERGER SUB, INC. AND SHERPA ACQUISITION,
LLC (MERGER AGREEMENT) AND AGREEMENT & PLAN OF MERGER
BY AND AMONG EL PASO, SIRIUS HOLDINGS MERGER
CORPORATION & SIRIUS MERGER CORPORATION (FIRST MERGER
AGREEMENT)
2. TO APPROVE ANY ADJOURNMENT OF THE SPECIAL MEETING, IF Management For For
NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF
THE PROPOSAL TO ADOPT THE MERGER AGREEMENT AND THE
FIRST MERGER AGREEMENT
3. TO APPROVE ON AN ADVISORY (NON-BINDING) BASIS THE Management Abstain Against
COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO EL
PASO'S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR
OTHERWISE RELATES TO THE PROPOSED TRANSACTIONS
ORC GROUP AB, STOCKHOLM
SECURITY W6202W107 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 12-Mar-2012
ISIN SE0000634321 AGENDA 703604973 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
CMMT PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN Non-Voting
ACCEPT ABSTAIN AS A VALID-VOTE OPTION. THANK YOU
CMMT MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER Non-Voting
INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS
MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS
AND SHARE-POSITION TO YOUR CLIENT SERVICE
REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER
FOR YOUR VOTE TO BE LODGED
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN
ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS,
PLEASE CONTACT YOUR CLIENT SERVICE-REPRESENTATIVE
1 Opening of the meeting Non-Voting
2 Election of Chairman of the meeting: lawyer (Sw. Non-Voting
advokat) Wilhelm Luning
3 Preparation and approval of the voting list Non-Voting
4 Approval of the agenda Non-Voting
5 Election of one or two persons to approve the minutes Non-Voting
6 Determination of whether the meeting has been duly Non-Voting
convened
7 Proposal regarding amendments to the Articles of Management For For
Association
8 Determination of the number of members of the Board of Management For For
Directors and Deputy Directors, if any
9 Election of the Board of Directors: Christian Frick, Management For For
Per E. Larsson and Fredrik Naslund shall be elected as
new members of the Board of Directors, and that Daniel
Berglund shall be elected as Deputy Director, until the
end of the Annual General Meeting, and that Per E.
Larsson shall be elected as Chairman of the Board of
Directors
10 Closing of the meeting Non-Voting
GOODRICH CORPORATION
SECURITY 382388106 MEETING TYPE Special
TICKER SYMBOL GR MEETING DATE 13-Mar-2012
ISIN US3823881061 AGENDA 933551283 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF Management For For
SEPTEMBER 21, 2011, AS SUCH AGREEMENT MAY BE AMENDED
FROM TIME TO TIME IN ACCORDANCE WITH ITS TERMS, BY AND
AMONG UNITED TECHNOLOGIES CORPORATION, CHARLOTTE LUCAS
CORPORATION, A WHOLLY OWNED SUBSIDIARY OF UNITED
TECHNOLOGIES CORPORATION, AND GOODRICH CORPORATION.
2. APPROVE, ON A NON-BINDING ADVISORY BASIS, THE Management Abstain Against
COMPENSATION TO BE PAID TO GOODRICH'S NAMED EXECUTIVE
OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE
MERGER.
3. APPROVE ADJOURNMENTS OF THE SPECIAL MEETING, IF Management For For
NECESSARY, TO PERMIT FURTHER SOLICITATION OF PROXIES IF
THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE
SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT.
DELPHI FINANCIAL GROUP, INC.
SECURITY 247131105 MEETING TYPE Special
TICKER SYMBOL DFG MEETING DATE 13-Mar-2012
ISIN US2471311058 AGENDA 933553287 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. TO ADOPT AND APPROVE THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF DECEMBER 21, 2011, AMONG DELPHI FINANCIAL
GROUP, INC., TOKIO MARINE HOLDINGS, INC. AND TM
INVESTMENT (DELAWARE) INC. (AS AMENDED FROM TIME TO
TIME).
2. TO ADOPT AN AMENDMENT TO DELPHI FINANCIAL GROUP, INC.'S Management For For
CERTIFICATE OF INCORPORATION TO PERMIT HOLDERS OF CLASS
B COMMON STOCK TO RECEIVE HIGHER CONSIDERATION THAN
HOLDERS OF CLASS A COMMON STOCK IN THE MERGER AS
CONTEMPLATED BY THE MERGER AGREEMENT.
3. TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE Management Abstain Against
COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO
DELPHI FINANCIAL GROUP, INC.'S NAMED EXECUTIVE OFFICERS
IN CONNECTION WITH THE MERGER.
4. TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF Management For For
NECESSARY OR DESIRABLE, TO SOLICIT ADDITIONAL PROXIES
IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE
SPECIAL MEETING TO ADOPT AND APPROVE THE MERGER
AGREEMENT OR ADOPT THE CERTIFICATE AMENDMENT.
GENNUM CORPORATION
SECURITY 37232H104 MEETING TYPE Special
TICKER SYMBOL GNUMF MEETING DATE 14-Mar-2012
ISIN CA37232H1047 AGENDA 933552689 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 THE SPECIAL RESOLUTION APPROVING THE ARRANGEMENT UNDER Management For For
SECTION 182 OF THE BUSINESS CORPORATIONS ACT (ONTARIO)
INVOLVING, AMONG OTHER THINGS, THE ACQUISITION BY
SEMTECH CANADA INC., AN INDIRECT WHOLLY-OWNED
SUBSIDIARY OF SEMTECH CORPORATION, OF ALL OF THE ISSUED
AND OUTSTANDING SHARES OF THE CORPORATION, ALL AS MORE
FULLY SET OUT IN THE ACCOMPANYING MANAGEMENT
INFORMATION CIRCULAR.
GLOBEOP FINANCIAL SERVICES SA, LUXEMBOURG
SECURITY L4419A101 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 19-Mar-2012
ISIN LU0311272891 AGENDA 703607119 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1 To consider and approve the Management Team Management No Action
Arrangements summarised in paragraph 7 of Part I of the
offer document dated 15 February 2012 (the "Offer
Document") in or substantially in such form for the
purposes of Rule 16 of the United Kingdom City Code on
Takeovers and Mergers
2 To consider and approve an amendment to the articles of Management No Action
association of the Company by the insertion of a new
article 24 (as included in the convening notice of the
EGM and posted on the Company's website)
MINEFINDERS CORPORATION LTD.
SECURITY 602900102 MEETING TYPE Special
TICKER SYMBOL MFN MEETING DATE 26-Mar-2012
ISIN CA6029001022 AGENDA 933554897 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 TO CONSIDER, AND, IF DEEMED ADVISABLE, TO PASS, A Management For For
SPECIAL RESOLUTION APPROVING THE ARRANGEMENT UNDER
SECTION 182 OF THE BUSINESS CORPORATIONS ACT (ONTARIO)
INVOLVING PAN AMERICAN SILVER CORP., MINEFINDERS
CORPORATION LTD. ("MINEFINDERS") AND THE SHAREHOLDERS
AND OPTIONHOLDERS OF MINEFINDERS, THE FULL TEXT OF
WHICH IS SET FORTH IN APPENDIX A TO THE ACCOMPANYING
MANAGEMENT INFORMATION CIRCULAR OF MINEFINDERS.
PROVIDENT ENERGY LTD.
SECURITY 74386V100 MEETING TYPE Special
TICKER SYMBOL PVX MEETING DATE 27-Mar-2012
ISIN CA74386V1004 AGENDA 933554099 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 A SPECIAL RESOLUTION, THE FULL TEXT OF WHICH IS SET Management For For
FORTH IN APPENDIX A TO THE ACCOMPANYING JOINT
MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT
DATED FEBRUARY 17, 2012 OF PROVIDENT ENERGY LTD.
("PROVIDENT") AND PEMBINA PIPELINE CORPORATION
("PEMBINA") (THE "CIRCULAR"), TO APPROVE A PLAN OF
ARRANGEMENT UNDER SECTION 193 OF THE BUSINESS
CORPORATIONS ACT (ALBERTA) INVOLVING PROVIDENT,
PROVIDENT SHAREHOLDERS, PEMBINA AND PEMBINA
ACQUISITIONCO INC., A WHOLLY-OWNED SUBSIDIARY OF
PEMBINA, ALL AS MORE PARTICULARLY DESCRIBED IN THE
CIRCULAR.
SILVERBIRCH ENERGY CORPORATION
SECURITY 82835V100 MEETING TYPE Special
TICKER SYMBOL SBEXF MEETING DATE 29-Mar-2012
ISIN CA82835V1004 AGENDA 933556625 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 A SPECIAL RESOLUTION, THE FULL TEXT OF WHICH IS SET Management For For
FORTH IN APPENDIX A TO THE INFORMATION CIRCULAR OF
SILVERBIRCH DATED FEBRUARY 28, 2012 (THE "INFORMATION
CIRCULAR"), TO APPROVE AN ARRANGEMENT UNDER SECTION 192
OF THE CANADA BUSINESS CORPORATIONS ACT INVOLVING,
AMONG OTHERS, SILVERBIRCH, TECK RESOURCES LIMITED,
8071667 CANADA INC., SILVERWILLOW ENERGY CORPORATION
("SILVERWILLOW") AND SILVERBIRCH SHAREHOLDERS;
02 AN ORDINARY RESOLUTION, THE FULL TEXT OF WHICH IS SET Management For For
FORTH UNDER THE HEADING "OTHER MATTER OF SPECIAL
BUSINESS RELATING TO SILVERWILLOW - APPROVAL OF
SILVERWILLOW STOCK OPTION PLAN" IN THE INFORMATION
CIRCULAR, RATIFYING AND APPROVING A STOCK OPTION PLAN
FOR SILVERWILLOW.
FLINT ENERGY SERVICES LTD.
SECURITY 339457103 MEETING TYPE Special
TICKER SYMBOL FESVF MEETING DATE 03-Apr-2012
ISIN CA3394571036 AGENDA 933559366 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 A SPECIAL RESOLUTION, THE FULL TEXT OF WHICH IS SET Management For For
FORTH IN APPENDIX A TO THE ACCOMPANYING MANAGEMENT
INFORMATION CIRCULAR OF THE CORPORATION DATED FEBRUARY
29, 2012 (THE "INFORMATION CIRCULAR"), TO APPROVE AN
ARRANGEMENT UNDER SECTION 193 OF THE BUSINESS
CORPORATIONS ACT (ALBERTA), AS ALL MORE PARTICULARLY
DESCRIBED IN THE INFORMATION CIRCULAR.
TALEO CORPORATION
SECURITY 87424N104 MEETING TYPE Special
TICKER SYMBOL TLEO MEETING DATE 05-Apr-2012
ISIN US87424N1046 AGENDA 933564456 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. A PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF FEBRUARY 8, 2012, AMONG TALEO CORPORATION,
A DELAWARE CORPORATION ("TALEO"), OC ACQUISITION LLC
("ORACLE ACQUISITION ENTITY"), TIGER ACQUISITION
CORPORATION AND ORACLE CORPORATION, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
2. A PROPOSAL TO APPROVE, ON A NON-BINDING ADVISORY Management Abstain Against
BASIS, THE COMPENSATION THAT MAY BECOME PAYABLE TO
TALEO'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE
COMPLETION OF THE MERGER.
3. A PROPOSAL TO APPROVE THE ADJOURNMENT OF SPECIAL Management For For
MEETING TO A LATER DATE OR TIME IF CHAIRMAN OF SPECIAL
MEETING DETERMINES THAT IT IS NECESSARY OR APPROPRIATE
& IS PERMITTED BY MERGER AGREEMENT, INCLUDING TO
SOLICIT ADDITIONAL PROXIES IF THERE IS NOT A QUORUM
PRESENT OR IF TALEO HAS NOT OBTAINED SUFFICIENT
AFFIRMATIVE STOCKHOLDER VOTES TO ADOPT MERGER AGREEMENT.
TNT EXPRESS NV, AMSTERDAM
SECURITY N8726Y106 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 11-Apr-2012
ISIN NL0009739424 AGENDA 703632833 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID Non-Voting
957478 DUE TO CHANGE IN VO-TING STATUS. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
AN-D YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
1 Opening and announcements Non-Voting
2 Presentation on 2011 performance by Ms Marie-Christine Non-Voting
Lombard, Chief Executiv-e Officer
3 Annual Report 2011 Non-Voting
4 Discussion of the Corporate Governance chapter of the Non-Voting
Annual Report 2011, chap-ter 4
5 Adoption of the 2011 financial statements Management For For
6.A Discussion of the reserves and dividend guidelines Non-Voting
6.B Dividend 2011 Management For For
7 Release from liability of the Executive Board members Management For For
8 Release from liability of the Supervisory Board members Management For For
9.A Remuneration policy for Executive Board members Management For For
9.B Remuneration Supervisory Board members Management For For
10.A Proposal to appoint Mr Marcel Smits to the Supervisory Management For For
Board
10.B Proposal to appoint Mr Sjoerd van Keulen to the Management For For
Supervisory Board
11 Authorisation of the Executive Board to have the Management For For
Company acquire its own shares
12 Amendment of the articles of association regarding Management For For
appointment and removal of Executive Board members and
Supervisory Board members
13 Questions Non-Voting
14 Close Non-Voting
APN NEWS & MEDIA LTD
SECURITY Q1076J107 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 11-Apr-2012
ISIN AU000000APN4 AGENDA 703647137 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1 That, in accordance with section 260B(2) of the Management For For
Corporations Act 2001 (Cth), the shareholders approve
all elements of the transactions described and
contemplated in the Explanatory Notes to the Notice of
Extraordinary General Meeting which may constitute the
giving of financial assistance by APN Outdoor Group Pty
Ltd (ACN 155 848 589) and /or its subsidiaries
SMITH & NEPHEW PLC
SECURITY G82343164 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 12-Apr-2012
ISIN GB0009223206 AGENDA 703635079 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1 To receive and adopt the audited accounts for the Management For For
financial year ended 31 December 2011 together with the
reports of the Directors and auditors thereon
2 To approve the Remuneration Report of the Directors for Management For For
the financial year ended 31 December 2011
3 To declare a final dividend of 10.80 US cents per Management For For
Ordinary Share in respect of the year ended 31 December
2011 payable on 9 May 2012 to shareholders on the
register of the Company at the close of business on 20
April 2012
4 To re-elect Ian E Barlow as a Director of the Company Management For For
5 To re-elect Prof Genevieve B Berger as a Director of Management For For
the Company
6 To re-elect Olivier Bohuon as a Director of the Company Management For For
7 To re-elect Sir John Buchanan as a Director of the Management For For
Company
8 To re-elect Adrian Hennah as a Director of the Company Management For For
9 To re-elect Dr Pamela J Kirby as a Director of the Management For For
Company
10 To re-elect Brian Larcombe as a Director of the Company Management For For
11 To re-elect Joseph C Papa as a Director of the Company Management For For
12 To re-elect Ajay Piramal as a Director of the Company Management For For
13 To re-elect Richard De Schutter as a Director of the Management For For
Company
14 To re-appoint Ernst & Young LLP as auditors of the Management For For
Company
15 To authorise the Directors to determine the Management For For
remuneration of the auditors of the Company
16 To renew the authorisation of the Directors generally Management For For None
and unconditionally for the purposes of section 551 of
the Companies Act 2006 (the "Act"), as permitted by the
Company's Articles of Association, to exercise all the
powers of the Company to allot shares and grant rights
to subscribe for, or convert any security into, shares
in the Company up to an aggregate nominal amount
(within the meaning of section 551(3) and (6) of the
Act) of USD 59,723,036. Such authorisation shall expire
at the conclusion of the Annual General Meeting of the
Company in 2013 or on 30 June 2013, whichever is earlier
(save that the Company may before such expiry make any
offer or agreement which would or might require shares
to be allotted or rights to be granted, after such
expiry and the Directors may allot shares, or grant
rights to subscribe CONTD
CONT CONTD for or to convert any security into shares, in Non-Voting
pursuance of any such-offer or agreement as if the
authorisations conferred hereby had not expired)
17 That, (a) The Smith & Nephew Sharesave Plan (2012) (the Management For For
"UK Plan"), a copy of the rules of which has been
produced to the meeting and initialled by the Chairman
for the purposes of identification and a summary of the
main provisions of which is set out in the appendix to
the notice of this meeting be and is hereby approved
and established; and (b) the Directors be and are
hereby authorised to make such amendments to the rules
of the UK Plan as the Directors consider necessary or
desirable to obtain or maintain HM Revenue & Customs
approval to the UK Plan or to take account of any
comments of HM Revenue & Customs or changes to the
legislation affecting the UK Plan
18 That, (a) The Smith & Nephew International Sharesave Management For For
Plan (2012) (the "International Plan"), a copy of the
rules of which has been produced to the meeting and
initialled by the Chairman for the purposes of
identification and a summary of the main provisions of
which is set out in the appendix to the notice of this
meeting be and is hereby approved and established; (b)
the Directors be and are hereby authorised to exercise
the powers of the Company to establish other plans or
sub-plans based on the International Plan but modified
to take account of local tax, local social security
contributions or local insurance contributions,
exchange control or securities laws, provided that any
shares issued or which might be issued under any such
other plan or sub-plan are treated as counting against
the overall limitations on the CONTD
CONT CONTD issue of new shares as set out in the Non-Voting
International Plan; and (c)-without limitation to the
above, the Smith & Nephew French Sharesave
Sub-Plan-(the "French Sub-Plan"), a copy of the rules
of which has been produced to-the meeting and
initialled by the Chairman for the purposes
of-identification, be and is hereby approved and
established as a sub-plan of-the International Plan and
the Directors be and are hereby authorised to make-such
amendments to the rules of the French Sub-Plan as the
Directors consider-necessary or desirable to allow
options granted under the French Sub-Plan to-qualify
for and be eligible to the specific tax and social
security treatment-in France applicable to share
options granted under Sections L.225-177 to-
L.225-186-1 of the French Code of Commerce, as amended
and restated from time-to CONTD
CONT CONTD time (French-qualified Options or Options) Non-Voting
19 That, subject to the passing of resolution 16, the Management For For
Directors be and are hereby given power to allot equity
securities of the Company (as defined in section 560 of
the Act) for cash under the authority given by
resolution 16 and to sell Ordinary Shares (as defined
in section 560(1) of the Act), and/or where the
allotment constitutes an allotment of equity securities
by virtue of Section 560(3) of the Act, free of the
restriction in Section 561(1) of the Act, such power to
be limited: (a) to the allotment of equity securities
in connection with an offer of equity securities to
Ordinary Shareholders (excluding any shareholder
holding shares as treasury shares) where the equity
securities respectively attributable to the interests
of all Ordinary Shareholders are proportionate (as
nearly as may be) to the respective number CONTD
CONT CONTD of Ordinary Shares held by them subject only to Non-Voting
such exclusions or-other arrangements as the Directors
may deem necessary or expedient to deal-with fractional
elements, record dates, legal or practical problems
arising-in any territory or by virtue of shares being
represented by depositary-receipts, the requirements of
any regulatory body or stock exchange, or any-other
matter; and (b) to the allotment (otherwise than under
paragraph (a)-above) of equity securities up to an
aggregate nominal amount of USD-9,561,682, provided
that such authorisation shall expire at the conclusion
of-the Annual General Meeting of the Company in 2013 or
on 30 June 2013 if-earlier, save that the Company may
before such expiry make an offer or-agreement which
would or might require equity securities to be allotted
after-such expiry and CONTD
CONT CONTD the Directors may allot securities in pursuance Non-Voting
of such offer or-agreement as if the power conferred
hereby had not expired
20 That the Company is generally and unconditionally Management For For
authorised for the purposes of section 701 of the Act
to make market purchases (within the meaning of section
693(4) of the Act) of any of its ordinary shares of 20
US cents each in the capital of the Company on such
terms and in such manner as the Directors may from time
to time determine, and where such shares are held as
treasury shares, the Company may use them for the
purposes of its employee share plans, provided that:
(a) the maximum number of Ordinary Shares which may be
purchased is 95,616,815 representing approximately 10%
of the issued ordinary share capital as at 21
February 2012; (b) the minimum price that may be paid
for each Ordinary Share is 20 US cents which amount is
exclusive of expenses, if any; (c) the maximum price
(exclusive of expenses) that may be paid CONTD
CONT CONTD for each Ordinary Share is an amount equal to the Non-Voting
higher of: (i) 105%-of the average of the middle market
quotations for the Ordinary Shares of the-Company as
derived from the Daily Official List of the London
Stock Exchange-plc for the five business days
immediately preceding the day on which such-share is
contracted to be purchased; and (ii) that stipulated by
article 5(1)-of the EU Buyback and Stabilisation
Regulations 2003 (No.2273/2003) (d)-unless previously
renewed, revoked or varied, this authority shall expire
at-the conclusion of the Annual General Meeting of the
Company in 2013 or on 30-June 2013, whichever is the
earlier; and (e) the Company may, before this-authority
expires, make a contract to purchase Ordinary Shares
that would or-might be executed wholly or partly after
the expiry of this authority, CONTD
CONT CONTD and may make purchases of Ordinary Shares Non-Voting
pursuant to it as if this-authority had not expired
21 That a general meeting of the Company other than an Management For For
Annual General Meeting may be held on not less than 14
clear days' notice
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION Non-Voting
IN TEXT OF RESOLUTIONS-3 AND 20. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS P-ROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
DRAGON OIL PLC, DUBLIN
SECURITY G2828W132 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 18-Apr-2012
ISIN IE0000590798 AGENDA 703668751 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1 To receive the financial statements for the year ended Management For For
31 December 2011
2 To declare a dividend Management For For
3.a To re-elect Mr. Mohammed Al Ghurair as a Director Management For For
3.b To re-elect Dr. Abdul Jaleel Al Khalifa as a Director Management For For
3.c To re-elect Mr Nigel McCue as a Director Management For For
3.d To re-elect Ahmad Sharaf as a Director Management For For
3.e To re-elect Ahmad Al Muhairbi as a Director Management For For
3.f To re-elect Saeed Al Mazrooei as a Director Management For For
3.g To re-elect Thor Haugnaess as a Director Management For For
4 To receive the Directors' Remuneration report for the Management For For
year ended 31 December 2011
5 To authorise the Directors to fix the Auditors' Management For For
remuneration
6 To authorise general meetings outside the Republic of Management For For
Ireland
7 To authorise the calling of general meetings on not Management For For
less than 14 days' notice
8 To authorise the Directors to allot equity securities Management For For
9 To authorise the repurchase of the Company's shares Management For For
PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION Non-Voting
IN THE TEXT OF THE RES-OLUTION 3C.IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS P-ROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
SERACARE LIFE SCIENCES, INC.
SECURITY 81747T104 MEETING TYPE Special
TICKER SYMBOL SRLS MEETING DATE 18-Apr-2012
ISIN US81747T1043 AGENDA 933568454 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. ADOPT THE MERGER AGREEMENT. Management For For
2. APPROVE, ON A NON-BINDING BASIS, CERTAIN COMPENSATION Management Abstain Against
ARRANGEMENTS FOR OUR NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH THE MERGER.
3. APPROVE A PROPOSAL TO ADJOURN OR POSTPONE THE SPECIAL Management For For
MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN
FAVOR OF THE ADOPTION OF THE MERGER AGREEMENT.
ILLUMINA, INC.
SECURITY 452327109 MEETING TYPE Contested-Annual
TICKER SYMBOL ILMN MEETING DATE 18-Apr-2012
ISIN US4523271090 AGENDA 933571122 - Opposition
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 DIRECTOR Management
1 BARY BAILEY For For
2 DWIGHT CRANE, PH.D. For For
3 MICHAEL GRIFFITH For For
4 JAY HUNT For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For Against
ILLUMINA'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
03 APPROVAL, ON AN ADVISORY BASIS, OF THE EXECUTIVE Management Abstain For
COMPENSATION OF ILLUMINA'S NAMED EXECUTIVE OFFICERS.
04 ROCHE'S PROPOSAL TO AMEND ILLUMINA'S BYLAWS TO INCREASE Management For For
THE SIZE OF THE BOARD OF DIRECTORS BY TWO MEMBERS FROM
NINE DIRECTORS TO ELEVEN DIRECTORS.
05 ROCHE'S PROPOSAL TO AMEND ILLUMINA'S BYLAWS TO Management For For
AUTHORIZE ONLY STOCKHOLDERS TO FILL NEWLY CREATED
DIRECTORSHIPS ON THE BOARD OF DIRECTORS.
6A ROCHE'S PROPOSAL TO ELECT THE INDEPENDENT CANDIDATES Management For For
LISTED BELOW TO FILL NEWLY CREATED DIRECTORSHIPS ON THE
BOARD OF DIRECTORS THAT WOULD RESULT FROM THE INCREASE
IN THE SIZE OF THE BOARD OF DIRECTORS PURSUANT TO
PROPOSAL 4 EARL (DUKE) COLLIER, JR.
6B ROCHE'S PROPOSAL TO ELECT THE INDEPENDENT CANDIDATES Management For For
LISTED BELOW TO FILL NEWLY CREATED DIRECTORSHIPS ON THE
BOARD OF DIRECTORS THAT WOULD RESULT FROM THE INCREASE
IN THE SIZE OF THE BOARD OF DIRECTORS PURSUANT TO
PROPOSAL 4 DAVID DODD
7 ROCHE'S PROPOSAL TO AMEND ILLUMINA'S BYLAWS TO REPEAL Management For For
ANY AMENDMENTS TO THE BYLAWS THAT WERE ADOPTED BY THE
BOARD OF DIRECTORS WITHOUT STOCKHOLDER APPROVAL AFTER
APRIL 22, 2010.
WALTER ENERGY, INC.
SECURITY 93317Q105 MEETING TYPE Annual
TICKER SYMBOL WLT MEETING DATE 19-Apr-2012
ISIN US93317Q1058 AGENDA 933564987 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. DIRECTOR Management
1 DAVID R. BEATTY, O.B.E For For
2 HOWARD L. CLARK, JR. For For
3 JERRY W. KOLB For For
4 PATRICK A. KRIEGSHAUSER For For
5 JOSEPH B. LEONARD For For
6 GRAHAM MASCALL For For
7 BERNARD G. RETHORE For For
8 WALTER J. SCHELLER, III For For
9 MICHAEL T. TOKARZ For For
10 A.J. WAGNER For For
2. TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE Management Abstain Against
COMPENSATION.
3. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2012.
CIMPOR - CIMENTOS DE PORTUGAL S.G.P.S.SA, LISBOA
SECURITY X13765106 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 20-Apr-2012
ISIN PTCPR0AM0003 AGENDA 703694299 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
CMMT PLEASE NOTE THAT VOTING IN PORTUGUESE MEETINGS REQUIRES Non-Voting
THE DISCLOSURE OF-BENEFICIAL OWNER INFORMATION, THROUGH
DECLARATIONS OF PARTICIPATION AND-VOTING. BROADRIDGE
WILL DISCLOSE THE BENEFICIAL OWNER INFORMATION FOR
YOUR-VOTED ACCOUNTS. ADDITIONALLY, PORTUGUESE LAW DOES
NOT PERMIT BENEFICIAL-OWNERS TO VOTE INCONSISTENTLY
ACROSS THEIR HOLDINGS. OPPOSING VOTES MAY BE-REJECTED
SUMMARILY BY THE COMPANY HOLDING THIS BALLOT. PLEASE
CONTACT YOUR-CLIENT SERVICE REPRESENTATIVE FOR FURTHER
DETAILS.
1 Resolve on the accounts reporting documents, notably Management For For
the management report, the corporate governance report
and the financial statements, and other corporate,
supervisory and audit information documents regarding
the financial year of 2011
2 Resolve on the proposal for the allocation of profits Management For For
3 Resolve on the general appraisal of the management and Management For For
supervision of the Company
4 Resolve on the declaration on the remuneration policy Management For For
of the members of the management and supervisory bodies
of the Company
5 Resolve on the election of a new director of the Management For For
Company for the current term-of-office 2009-2012, in
view of the resignation submitted
6 Resolve on the disposal of own shares to employees and Management For For
members of the management body of the Company and
affiliates under 3C Plan, as well as the approval of
the respective Regulations
7 Resolve on the disposal of own shares to employees of Management For For
the group and members of the management bodies of the
Company and affiliates under ODS Pla and its
Regulations, approved in 2011, and also on the disposal
of own shares to execute the stock options granted in
2010 under the Stock Options Plan - 2004 Regulations
8 Resolve on the acquisition and disposal of own shares Management For For
ADVANCE AMERICA CASH ADVANCE CENTERS INC
SECURITY 00739W107 MEETING TYPE Special
TICKER SYMBOL AEA MEETING DATE 20-Apr-2012
ISIN US00739W1071 AGENDA 933578380 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. ADOPT AGREEMENT & PLAN OF MERGER, DATED AS OF FEBRUARY Management For For
15, 2012, AMONG EAGLE U.S. SUB, INC., A WHOLLY-OWNED
SUBSIDIARY OF GRUPO ELEKTRA S.A. DE C.V., EAGLE U.S.
MERGER SUB, INC., AND ADVANCE AMERICA, PURSUANT TO
WHICH EAGLE U.S. MERGER SUB, INC. WILL BE MERGED WITH
AND INTO ADVANCE AMERICA, WITH ADVANCE AMERICA
SURVIVING AS A WHOLLY-OWNED SUBSIDIARY OF EAGLE U.S.
SUB, INC.
2. TO CAST A NON-BINDING, ADVISORY VOTE TO APPROVE CERTAIN Management Abstain Against
AGREEMENTS WITH, AND ITEMS OF COMPENSATION PAYABLE TO,
THE COMPANY'S NAMED EXECUTIVE OFFICERS THAT ARE BASED
ON OR OTHERWISE RELATED TO THE MERGER.
3. TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES
IF THERE ARE INSUFFICIENT VOTES TO ADOPT THE MERGER
AGREEMENT OR TO CONSTITUTE A QUORUM.
MIDWAY ENERGY LTD.
SECURITY 598147106 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL MELEF MEETING DATE 20-Apr-2012
ISIN CA5981471066 AGENDA 933583696 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 APPROVING, WITH OR WITHOUT AMENDMENT, A SPECIAL Management For For
RESOLUTION, THE FULL TEXT OF WHICH IS SET FORTH IN
APPENDIX A-1 TO THE ACCOMPANYING JOINT INFORMATION
CIRCULAR OF MIDWAY ENERGY LTD. ("MIDWAY") AND WHITECAP
RESOURCES INC. ("WHITECAP") DATED MARCH 23, 2012 (THE
"INFORMATION CIRCULAR"), APPROVING A PLAN OF
ARRANGEMENT INVOLVING WHITECAP, MIDWAY AND THE MIDWAY
SHAREHOLDERS UNDER SECTION 193 OF THE BUSINESS
CORPORATIONS ACT (ALBERTA), ALL AS MORE PARTICULARLY
DESCRIBED IN THE INFORMATION CIRCULAR;
02 FIXING THE NUMBER OF DIRECTORS TO BE ELECTED AT THE Management For For
MEETING AT SEVEN;
03 THE ELECTION OF DIRECTORS AS SPECIFIED IN THE Management For For
INFORMATION CIRCULAR;
04 THE APPOINTMENT OF KPMG LLP, CHARTERED ACCOUNTANTS, AS Management For For
AUDITORS OF MIDWAY FOR THE ENSUING YEAR AND THE
AUTHORIZATION OF THE DIRECTORS TO FIX THEIR
REMUNERATION AS SUCH.
FORTUNE BRANDS HOME & SECURITY, INC.
SECURITY 34964C106 MEETING TYPE Annual
TICKER SYMBOL FBHS MEETING DATE 23-Apr-2012
ISIN US34964C1062 AGENDA 933557689 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1A. ELECTION OF DIRECTOR: ANN FRITZ HACKETT Management For For
1B. ELECTION OF DIRECTOR: JOHN G. MORIKIS Management For For
1C. ELECTION OF DIRECTOR: RONALD V. WATERS, III Management For For
2. RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2012.
3. ADVISORY VOTE ON THE FREQUENCY OF EXECUTIVE Management Abstain Against
COMPENSATION VOTES.
4. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER Management Abstain Against
COMPENSATION.
MISYS PLC, EVESHAM
SECURITY G61572197 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 24-Apr-2012
ISIN GB00B45TWN62 AGENDA 703692473 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1 Approve the implementation of the Scheme of Arrangement Management For For
MISYS PLC, EVESHAM
SECURITY G61572197 MEETING TYPE Court Meeting
TICKER SYMBOL MEETING DATE 24-Apr-2012
ISIN GB00B45TWN62 AGENDA 703692485 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
CMMT PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR Non-Voting
THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN "FOR" AND
"AGAINST" ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR
THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE
ISSUER OR-ISSUERS AGENT.
1 To approve the proposed Scheme of Arrangement set out Management For For
in the notice convening the Court Meeting dated
3/29/2012
BEAM INC.
SECURITY 073730103 MEETING TYPE Annual
TICKER SYMBOL BEAM MEETING DATE 24-Apr-2012
ISIN US0737301038 AGENDA 933559532 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1A. ELECTION OF DIRECTOR: RICHARD A. GOLDSTEIN Management For For
1B. ELECTION OF DIRECTOR: STEPHEN W. GOLSBY Management For For
1C. ELECTION OF DIRECTOR: ANN F. HACKETT Management For For
1D. ELECTION OF DIRECTOR: A.D. DAVID MACKAY Management For For
1E. ELECTION OF DIRECTOR: MATTHEW J. SHATTOCK Management For For
1F. ELECTION OF DIRECTOR: ROBERT A. STEELE Management For For
1G. ELECTION OF DIRECTOR: PETER M. WILSON Management For For
2. RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2012.
3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER Management Abstain Against
COMPENSATION.
4. APPROVAL OF THE BEAM INC. 2012 EMPLOYEE STOCK PURCHASE Management For For
PLAN.
5. RE-APPROVAL OF THE ANNUAL EXECUTIVE INCENTIVE Management For For
COMPENSATION PLAN.
HARLEYSVILLE GROUP INC.
SECURITY 412824104 MEETING TYPE Special
TICKER SYMBOL HGIC MEETING DATE 24-Apr-2012
ISIN US4128241043 AGENDA 933572403 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF Management For For
SEPTEMBER 28, 2011, BY AND AMONG NATIONWIDE MUTUAL
INSURANCE COMPANY, HARLEYSVILLE MUTUAL INSURANCE
COMPANY, NATIONALS SUB, INC., AND HARLEYSVILLE GROUP
INC.
2. TO APPROVE, ON A NON-BINDING ADVISORY BASIS, Management Abstain Against
COMPENSATION THAT MAY BE RECEIVED BY CERTAIN NAMED
EXECUTIVE OFFICERS OF HARLEYSVILLE GROUP INC. IN
CONNECTION WITH THE MERGER.
KIRBY CORPORATION
SECURITY 497266106 MEETING TYPE Annual
TICKER SYMBOL KEX MEETING DATE 24-Apr-2012
ISIN US4972661064 AGENDA 933577528 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1.1 ELECTION OF DIRECTOR: BOB G. GOWER Management For For
1.2 ELECTION OF DIRECTOR: MONTE J. MILLER Management For For
1.3 ELECTION OF DIRECTOR: JOSEPH H. PYNE Management For For
2. APPROVAL OF AMENDMENTS TO KIRBY'S 2005 STOCK AND Management For For
INCENTIVE PLAN.
3. APPROVAL OF AN AMENDMENT TO KIRBY'S 2000 NONEMPLOYEE Management For For
DIRECTOR STOCK PLAN.
4. RATIFICATION OF THE SELECTION OF KPMG LLP AS KIRBY'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012.
5. ADVISORY VOTE ON THE APPROVAL OF THE COMPENSATION OF Management Abstain Against
KIRBY'S NAMED EXECUTIVE OFFICERS.
WAVIN N.V., ZWOLLE
SECURITY N9438C176 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 25-Apr-2012
ISIN NL0009412683 AGENDA 703657734 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1 Open meeting Non-Voting
2 Annual Report 2011 Non-Voting
3 Adoption of the Annual Accounts 2011 Management For For
4 Profit appropriation Non-Voting
5 Discharge of members of the Management Board Management For For
6 Discharge of members of the Supervisory Board Management For For
7 Explanation of the public offer by Mexichem Soluciones Non-Voting
Integrales Holding,-S.A. de C.V. (the "Offeror") for
all issued and outstanding ordinary shares-in the
capital of Wavin (the "Offer")
8.a Amendment Articles of Association as per the settlement Management For For
date, being the date that the transfer of the shares
pursuant to the Offer takes place against payment of
the offer price for the shares (the "Settlement Date")
8.b Amendment Articles of Association as per the date of Management For For
delisting from NYSE Euronext Amsterdam
9 Conditional appointment Mr. A.E. Capdepon Acquaroni as Management For For
member of the Management Board
10.a Re-appointment of Mr. R.A. Ruijter as member of the Management For For
Supervisory Board
10.b Re-appointment of Mrs. J.M.B. Stymne Goransson as Management For For
member of the Supervisory Board
10.c Conditional appointment of Mr. S. Hepkema as member of Management For For
the Supervisory Board as per the Settlement Date
10.d Conditional appointment of Mr. R. Gutierrez Munoz as Management For For
member of the Supervisory Board as per the Settlement
Date
10.e Conditional appointment of Mr. J.P. del Valle Perochena Management For For
as member of the Supervisory Board as per the
Settlement Date
10.f Conditional appointment of Mr. L.M.J. van Halderen as Management For For
member of the Supervisory Board as per the Settlement
Date
11 Full and final release and discharge from liability of Management For For
Mr. B.G. Hill, Mrs. J.M.B. Stymne Goransson and Mr. A.
Kuiper in connection with their conditional resignation
as members of the Supervisory Board as per the
Settlement Date
12 Appointment of the external auditor: Management For For
PricewaterhouseCoopers Accountants N.V.
13 Authorization of the Management Board to repurchase Management For For
Wavin shares
14.a Designation of the Management Board: to issue ordinary Management For For
shares
14.b Designation of the Management Board: to restrict or Management Against Against
exclude pre-emptive rights
15 Any other business Non-Voting
16 Closing Non-Voting
GLOBEOP FINANCIAL SERVICES SA, LUXEMBOURG
SECURITY L4419A101 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 25-Apr-2012
ISIN LU0311272891 AGENDA 703735259 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1 Presentation of the statutory Management Report and the Non-Voting
consolidated Managemen-t Report for the fiscal year
ended 31 December 2011
2 Presentation of the reports by the Auditors of the Non-Voting
Company in respect of the s-tatutory financial
statements of the Company and in respect of the
consolidate-d financial statements of the Company and
its group, for the fiscal year ended-31 December 2011
3 Presentation of the report on conflicts pursuant to Non-Voting
article 57 of the Luxembou-rg Company Law and the
report in relation to Article 11 of the Luxembourg
Law-on Takeovers of 19 May 2006
4 Approval of the statutory financial statements of the Management For For
Company for the fiscal year ended 31 December 2011
5 Approval of the consolidated financial statements of Management For For
the Company and its group for the fiscal year ended 31
December 2011
6 Allocation of the results of the Company for the fiscal Management For For
year ended 31 December 2011 and approval of
distributions
7 Discharge (quitus) to all the directors of the Company Management For For
who have been in office during the fiscal year ended 31
December 2011
8 Authorization of the Company, or any wholly-owned Management For For
subsidiary, to from time to time purchase, acquire or
receive shares in the Company up to 10% of the issued
share capital from time to time, over the stock
exchange or in privately negotiated transactions or
otherwise (please see the convening notice for the AGM
for full details)
9 Confirmation of the appointment of Ed Nicoll, who was Management For For
co-opted to the Board on 27 April 2011, for a term
ending at the annual general meeting of the Company in
2014 approving the statutory accounts for the year
ending 31 December 2013
10 Re-appointment of David Gelber, for a term ending at Management For For
the annual general meeting of the Company in 2015
approving the statutory accounts for the year ending 31
December 2014
11 Re-appointment of Vernon Barback, for a term ending at Management For For
the annual general meeting of the Company in 2015
approving the statutory accounts for the year ending 31
December 2014
12 Approval of the Directors' remuneration and Management For For
presentation of the report on the compensation of the
Chairman and the Board members pursuant to article 60
of the Luxembourg Company Law
13 Appointment of PricewaterhouseCoopers S.a.r.l. as Management For For
auditors of the Company for the period ending at the
general meeting of shareholders approving the statutory
financial statements of the Company for the year ending
31 December 2012
NRG ENERGY, INC.
SECURITY 629377508 MEETING TYPE Annual
TICKER SYMBOL NRG MEETING DATE 25-Apr-2012
ISIN US6293775085 AGENDA 933559885 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1A ELECTION OF DIRECTOR: JOHN F. CHLEBOWSKI Management For For
1B ELECTION OF DIRECTOR: HOWARD E. COSGROVE Management For For
1C ELECTION OF DIRECTOR: WILLIAM E. HANTKE Management For For
1D ELECTION OF DIRECTOR: ANNE C. SCHAUMBURG Management For For
2 TO APPROVE THE AMENDMENT TO NRG ENERGY, INC.'S AMENDED Management For For
AND RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY
THE BOARD OF DIRECTORS
3 TO ADOPT THE NRG ENERGY, INC. AMENDED AND RESTATED Management For For
EMPLOYEE STOCK PURCHASE PLAN
4 TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF Management Abstain Against
THE COMPANY'S NAMED EXECUTIVE OFFICERS
5 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
FISCAL YEAR 2012
FIRST NIAGARA FINANCIAL GROUP, INC.
SECURITY 33582V108 MEETING TYPE Annual
TICKER SYMBOL FNFG MEETING DATE 25-Apr-2012
ISIN US33582V1089 AGENDA 933561575 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1 DIRECTOR Management
1 CARL A. FLORIO For For
2 NATHANIEL D. WOODSON For For
3 ROXANNE J. COADY For For
2 AN ADVISORY (NON-BINDING) VOTE TO APPROVE OUR EXECUTIVE Management Abstain Against
COMPENSATION PROGRAMS AND POLICIES AS DESCRIBED IN THIS
PROXY STATEMENT.
3 APPROVAL OF THE FIRST NIAGARA FINANCIAL GROUP, INC. Management For For
2012 EQUITY INCENTIVE PLAN.
4 APPROVAL OF THE FIRST NIAGARA FINANCIAL GROUP, INC. Management For For
EXECUTIVE ANNUAL INCENTIVE PLAN.
5 THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
YEAR ENDING DECEMBER 31, 2012.
ORC GROUP AB, STOCKHOLM
SECURITY W6202W107 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 26-Apr-2012
ISIN SE0000634321 AGENDA 703681420 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN
ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS,
PLEASE CONTACT YOUR CLIENT SERVICE-REPRESENTATIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER Non-Voting
INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS
MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS
AND SHARE-POSITION TO YOUR CLIENT SERVICE
REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER
FOR YOUR VOTE TO BE LODGED
CMMT PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN Non-Voting
ACCEPT ABSTAIN AS A VALID-VOTE OPTION. THANK YOU
1 Opening of the meeting Non-Voting
2 Election of Chairman of the meeting: Lawyer (Sw. Non-Voting
advokat) Wilhelm Luning
3 Preparation and approval of the voting list Non-Voting
4 Approval of the agenda Non-Voting
5 Election of one or two persons to approve the minutes Non-Voting
6 Determination of whether the meeting has been duly Non-Voting
convened
7 Presentation of the annual report and the auditor's Non-Voting
report and the-consolidated financial statements and
the auditor's report for the group
8.a Resolution regarding: Adoption of the profit and loss Management For For
account and the balance sheet and the consolidated
profit and loss account and consolidated balance sheet
8.b Resolution regarding: Discharge from liability of the Management For For
Board of Directors and the Managing Director
8.c Resolution regarding: Allocation of the company's Management For For
profit or loss in accordance with the adopted balance
sheet
9 Determination of the number of members of the Board of Management For For
Directors and Deputy Directors, if applicable, and the
number of auditors and deputy auditors, if applicable,
to be elected by the Annual General Meeting
10 Determination of the remuneration to the Board of Management For For
Directors and the auditors
11 Election of the Board of Directors: Cidron Delfi Management For For
Intressenter AB proposes re-election of Christian
Frick, Per E. Larsson and Fredrik Naslund as members of
the Board of Directors, and that Daniel Berglund shall
be re-elected as Deputy Director, up to an including
the next Annual General Meeting
12 Election of auditor: Cidron Delfi Intressenter AB Management For For
proposes re-election of Ernst & Young AB as auditor up
to and including the next Annual General Meeting. Ernst
& Young AB has notified that the authorized public
auditor Ola Wahlquist is intended to be appointed
auditor in charge
13 Other questions Non-Voting
14 Closing of the meeting Non-Voting
STATOIL FUEL & RETAIL ASA, OSLO
SECURITY R4446F101 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 26-Apr-2012
ISIN NO0010584063 AGENDA 703697675 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN
ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS,
PLEASE CONTACT YOUR CLIENT SERVICE-REPRESENTATIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER Non-Voting
INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS
MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS
AND SHARE-POSITION TO YOUR CLIENT SERVICE
REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER
FOR YOUR VOTE TO BE LODGED
CMMT SHARES HELD IN AN OMNIBUS/NOMINEE ACCOUNT NEED TO BE Non-Voting
RE-REGISTERED IN THE-BENEFICIAL OWNERS NAME TO BE
ALLOWED TO VOTE AT MEETINGS. SHARES WILL BE-TEMPORARILY
TRANSFERRED TO A SEPARATE ACCOUNT IN THE BENEFICIAL
OWNER'S NAME-ON THE PROXY DEADLINE AND TRANSFERRED BACK
TO THE OMNIBUS/NOMINEE ACCOUNT THE-DAY AFTER THE
MEETING.
1 Opening of the Annual General Meeting by the Chair of Non-Voting
the Board, including-registration of shareholders
present
2 Election of meeting chair and a person to co-sign the Management No Action
minutes together with the meeting chair
3 Approval of the notice of meeting and agenda Management No Action
4 Information about the business Non-Voting
5 Approval of the annual accounts for 2011 and the Board Management No Action
of Directors' report, including approval of the
dividend for the accounting year 2011, at NOK 1,80 per
share
6 Authorisation of the Board of Directors to acquire the Management No Action
Company's shares in the market for implementation of
the share savings plan for employees and the management
7 Authorisation to acquire shares in the market for Management No Action
subsequent cancellation
8 Discussion of the Board of Directors' statement Management No Action
regarding establishment of salaries and other
remuneration to key personnel, CF Section 6-16 a of the
Public Limited Companies Act
9 Election of external auditor: KPMG is elected as the Management No Action
external auditor for Statoil Fuel & Retail ASA and the
Group
10 Approval of remuneration to the auditor Management No Action
11 Election of members of the Board of Directors: Birger Management No Action
Magnus is elected as member and Chair of the Board of
Directors for a period of up to two years. Marthe Hoff
is elected as member of the Board of Directors for a
period of up to two years. Per Bjorgas is elected as
member of the Board of Directors for a period of up to
two years. Ann-Charlotte Lunden is elected as member
of the Board of Directors for a period of up to two
years. Jon Arnt Jacobsen is elected as member of the
Board of Directors for a period of up to two years
12 Establishment of remuneration to the Board of Directors Management No Action
DIEBOLD, INCORPORATED
SECURITY 253651103 MEETING TYPE Annual
TICKER SYMBOL DBD MEETING DATE 26-Apr-2012
ISIN US2536511031 AGENDA 933563860 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1 DIRECTOR Management
1 PATRICK W. ALLENDER For For
2 BRUCE L. BYRNES For For
3 MEI-WEI CHENG For For
4 PHILLIP R. COX For For
5 RICHARD L. CRANDALL For For
6 GALE S. FITZGERALD For For
7 JOHN N. LAUER For For
8 RAJESH K. SOIN For For
9 THOMAS W. SWIDARSKI For For
10 HENRY D.G. WALLACE For For
11 ALAN J. WEBER For For
2 TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT Management For For
REGISTERED ACCOUNTING FIRM FOR THE YEAR 2012.
3 TO APPROVE, ON AN ADVISORY BASIS, NAMED EXECUTIVE Management Abstain Against
OFFICER COMPENSATION.
NYSE EURONEXT
SECURITY 629491101 MEETING TYPE Annual
TICKER SYMBOL NYX MEETING DATE 26-Apr-2012
ISIN US6294911010 AGENDA 933582757 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1A. ELECTION OF DIRECTOR: ANDRE BERGEN Management For For
1B. ELECTION OF DIRECTOR: ELLYN L. BROWN Management For For
1C. ELECTION OF DIRECTOR: MARSHALL N. CARTER Management For For
1D. ELECTION OF DIRECTOR: DOMINIQUE CERUTTI Management For For
1E. ELECTION OF DIRECTOR: PATRICIA M. CLOHERTY Management For For
1F. ELECTION OF DIRECTOR: SIR GEORGE COX Management For For
1G. ELECTION OF DIRECTOR: SYLVAIN HEFES Management For For
1H. ELECTION OF DIRECTOR: JAN-MICHIEL HESSELS Management For For
1I. ELECTION OF DIRECTOR: DUNCAN M. MCFARLAND Management For For
1J. ELECTION OF DIRECTOR: JAMES J. MCNULTY Management For For
1K. ELECTION OF DIRECTOR: DUNCAN L. NIEDERAUER Management For For
1L. ELECTION OF DIRECTOR: RICARDO SALGADO Management For For
1M. ELECTION OF DIRECTOR: ROBERT G. SCOTT Management For For
1N. ELECTION OF DIRECTOR: JACKSON P. TAI Management For For
1O. ELECTION OF DIRECTOR: RIJNHARD VAN TETS Management For For
1P. ELECTION OF DIRECTOR: SIR BRIAN WILLIAMSON Management For For
2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP Management For For
AS NYSE EURONEXT'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31,
2012.
3. ADVISORY VOTE TO APPROVE THE COMPANY'S EXECUTIVE Management Abstain Against
COMPENSATION (THE "SAY-ON-PAY" PROPOSAL).
4. THE STOCKHOLDER PROPOSAL TO GIVE HOLDERS OF 10% OF THE Shareholder Against For
OUTSTANDING COMMON STOCK THE POWER TO CALL A SPECIAL
STOCKHOLDER MEETING (THE STEINER PROPOSAL).
ATLAS ENERGY L P
SECURITY 04930A104 MEETING TYPE Annual
TICKER SYMBOL ATLS MEETING DATE 26-Apr-2012
ISIN US04930A1043 AGENDA 933594409 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. DIRECTOR Management
1 DENNIS A. HOLTZ For For
2 WILLIAM G. KARIS For For
3 HARVEY G. MAGARICK For For
2. RATIFICATION OF THE SELECTION OF GRANT THORNTON LLP AS Management For For
THE PARTNERSHIP'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR 2012
3. APPROVAL OF THE COMPENSATION OF OUR EXECUTIVE OFFICERS Management Abstain Against
INCLUDING OUR COMPENSATION PRACTICES AND PRINCIPLES AND
THEIR IMPLEMENTATION
4. FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION. Management Abstain Against
*PLEASE SELECT ONLY ONE OPTION*
RSC HOLDINGS INC
SECURITY 74972L102 MEETING TYPE Special
TICKER SYMBOL RRR MEETING DATE 27-Apr-2012
ISIN US74972L1026 AGENDA 933580145 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF Management For For
DECEMBER 15, 2011, BY AND BETWEEN RSC HOLDINGS INC.
("RSC") AND UNITED RENTALS, INC.
2. TO APPROVE, ON AN ADVISORY, NON-BINDING BASIS, CERTAIN Management Abstain Against
AGREEMENTS OR UNDERSTANDINGS WITH, AND ITEMS OF
COMPENSATION PAYABLE TO, RSC'S NAMED EXECUTIVE OFFICERS
THAT ARE BASED ON OR OTHERWISE RELATED TO THE MERGER.
3. TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING OF Management For For
RSC STOCKHOLDERS, IF NECESSARY OR APPROPRIATE, TO
PERMIT FURTHER SOLICITATION OF PROXIES IN FAVOR OF THE
ADOPTION OF THE MERGER AGREEMENT.
MYERS INDUSTRIES, INC.
SECURITY 628464109 MEETING TYPE Contested-Annual
TICKER SYMBOL MYE MEETING DATE 27-Apr-2012
ISIN US6284641098 AGENDA 933582404 - Opposition
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. DIRECTOR Management
1 RICHARD L. BREADY For For
2 ROBERT S. PRATHER, JR. For For
2. THE RATIFICATION OF THE BOARD'S APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE COMPANY FOR FISCAL 2012.
3. A NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION. Management Against For
RADVISION LTD.
SECURITY M81869105 MEETING TYPE Special
TICKER SYMBOL RVSN MEETING DATE 30-Apr-2012
ISIN IL0010843832 AGENDA 933588571 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. TO APPROVE AND ADOPT THE MERGER AGREEMENT, DATED AS OF Management For For
MARCH 14, 2012 (THE "MERGER AGREEMENT"), BY AND AMONG
AVAYA INC. ("AVAYA"), SONIC ACQUISITION LTD. ("MERGER
SUB"), A WHOLLY-OWNED INDIRECT SUBSIDIARY OF AVAYA, AND
THE COMPANY, AND APPROVE THE MERGER AND ALL OTHER
TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT.
2A. TO APPROVE AN AMENDMENT TO THE INDEMNIFICATION Management For For
AGREEMENTS BETWEEN THE COMPANY AND THE COMPANY'S
DIRECTORS WHO ARE NOT CONSIDERED CONTROLLING
SHAREHOLDERS OF THE COMPANY OR RELATED TO THEM.
2B. TO APPROVE AN AMENDMENT TO THE INDEMNIFICATION Management For For
AGREEMENTS BETWEEN THE COMPANY AND THE COMPANY'S
DIRECTORS AND OFFICERS WHO ARE CONSIDERED CONTROLLING
SHAREHOLDERS OF THE COMPANY OR RELATED TO THEM.
3A. TO APPROVE AN INCREASE IN THE AGGREGATE COVERAGE Management For For
AVAILABLE UNDER CURRENT DIRECTORS' AND OFFICERS'
LIABILITY INSURANCE POLICY FROM $15,000,000 TO
$30,000,000, TO BE PROVIDED TO DIRECTORS SERVING FROM
TIME TO TIME IN SUCH CAPACITY WHO ARE NOT CONSIDERED
CONTROLLING SHAREHOLDERS OR RELATED TO THE THEM.
3B. TO APPROVE AN INCREASE IN THE AGGREGATE COVERAGE Management For For
AVAILABLE UNDER CURRENT DIRECTORS' AND OFFICERS'
LIABILITY INSURANCE POLICY FROM $15,000,000 TO
$30,000,000, TO BE PROVIDED TO DIRECTORS AND OFFICERS
SERVING FROM TIME TO TIME IN SUCH CAPACITY WHO ARE
CONSIDERED CONTROLLING SHAREHOLDERS OR RELATED TO THEM.
XSTRATA PLC, LONDON
SECURITY G9826T102 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 01-May-2012
ISIN GB0031411001 AGENDA 703694592 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1 To receive and consider the Annual Report and Financial Management For For
Statements of the Company for the year ended 31
December 2011
2 To declare a final dividend of US27.0 cents per Management For For
Ordinary Share in respect of the year ended 31 December
2011
3 To receive and consider and, if thought fit, to approve Management For For
the directors' Remuneration Report for the year ended
31 December 2011
4 To re-elect Sir John Bond as a director Management For For
5 To re-elect Mick Davis as a director Management For For
6 To re-elect Dr Con Fauconnier as a director Management For For
7 To re-elect Ivan Glasenberg as a director Management For For
8 To re-elect Peter Hooley as a director Management For For
9 To re-elect Claude Lamoureux as a director Management For For
10 To re-elect Aristotelis Mistakidis as a director Management For For
11 To re-elect Tor Peterson as a director Management For For
12 To re-elect Trevor Reid as a director Management For For
13 To re-elect Sir Steve Robson as a director Management For For
14 To re-elect David Rough as a director Management For For
15 To re-elect Ian Strachan as a director Management For For
16 To re-elect Santiago Zaldumbide as a director Management For For
17 To re-appoint Ernst & Young LLP as auditors and to Management For For
authorise the directors to determine their remuneration
18 To authorise the directors to allot shares, as provided Management For For
in Resolution 18 as set out in the AGM Notice
19 Disapplication of pre-emption rights Management Against Against
20 Reduction of share premium account Management For For
21 To authorise the Company to hold extraordinary general Management For For
meetings on 20 clear days' notice
AGL RESOURCES INC.
SECURITY 001204106 MEETING TYPE Annual
TICKER SYMBOL GAS MEETING DATE 01-May-2012
ISIN US0012041069 AGENDA 933558819 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. DIRECTOR Management
1 SANDRA N. BANE For For
2 THOMAS D. BELL, JR. For For
3 NORMAN R. BOBINS For For
4 CHARLES R. CRISP For For
5 BRENDA J. GAINES For For
6 ARTHUR E. JOHNSON For For
7 WYCK A. KNOX, JR. For For
8 DENNIS M. LOVE For For
9 C.H. "PETE" MCTIER For For
10 DEAN R. O'HARE For For
11 ARMANDO J. OLIVERA For For
12 JOHN E. RAN For For
13 JAMES A. RUBRIGHT For For
14 JOHN W. SOMERHALDER II For For
15 BETTINA M. WHYTE For For
16 HENRY C. WOLF For For
2. THE RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012.
3. THE APPROVAL OF A NON-BINDING RESOLUTION TO APPROVE THE Management Abstain Against
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
APN NEWS & MEDIA LTD
SECURITY Q1076J107 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 02-May-2012
ISIN AU000000APN4 AGENDA 703694112 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSAL 3 Non-Voting
AND VOTES CAST BY ANY-INDIVIDUAL OR RELATED PARTY WHO
BENEFIT FROM THE PASSING OF THE PROPOSAL/S-WILL BE
DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED
BENEFIT OR-EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD
NOT VOTE (OR VOTE "ABSTAIN") ON-THE RELEVANT PROPOSAL
ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT YOU
HAVE-OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY
THE PASSING OF THE RELEVANT-PROPOSAL/S. BY VOTING (FOR
OR AGAINST) ON PROPOSAL (3), YOU ACKNOWLEDGE THAT-YOU
HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN
BENEFIT BY THE PASSING-OF THE RELEVANT PROPOSAL/S AND
YOU COMPLY WITH THE VOTING EXCLUSION.
2.a To re-elect Peter M Cosgrove as a Director Management For For
2.b To re-elect Vincent C Crowley as a Director Management For For
2.c To elect Melinda B Conrad as a Director Management For For
3 That the Company's Remuneration Report for the year Management For For
ended 31 December 2011 be adopted
THOMAS & BETTS CORPORATION
SECURITY 884315102 MEETING TYPE Special
TICKER SYMBOL TNB MEETING DATE 02-May-2012
ISIN US8843151023 AGENDA 933590766 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. TO APPROVE THE AGREEMENT AND PLAN OF MERGER DATED AS OF Management For For
JANUARY 29, 2012 AMONG THOMAS & BETTS CORPORATION, ABB
LTD AND EDISON ACQUISITION CORPORATION, AS IT MAY BE
AMENDED FROM TIME TO TIME.
2. TO APPROVE AN ADJOURNMENT OF THE SPECIAL MEETING OF Management For For
SHAREHOLDERS IF NECESSARY OR APPROPRIATE, IN THE VIEW
OF THE BOARD OF DIRECTORS, TO SOLICIT ADDITIONAL
PROXIES IN FAVOR OF PROPOSAL 1 IF THERE ARE NOT
SUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT TO
APPROVE PROPOSAL 1.
3. TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, CERTAIN Management For For
COMPENSATION TO BE PAID BY THOMAS & BETTS CORPORATION
TO ITS NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR
OTHERWISE RELATES TO THE MERGER.
BCE INC.
SECURITY 05534B760 MEETING TYPE Annual
TICKER SYMBOL BCE MEETING DATE 03-May-2012
ISIN CA05534B7604 AGENDA 933575841 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 DIRECTOR Management
1 B.K. ALLEN For For
2 A. BERARD For For
3 R.A. BRENNEMAN For For
4 S. BROCHU For For
5 R.E. BROWN For For
6 G.A. COPE For For
7 A.S. FELL For For
8 E.C. LUMLEY For For
9 T.C. O'NEILL For For
10 J. PRENTICE For For
11 R.C. SIMMONDS For For
12 C. TAYLOR For For
13 P.R. WEISS For For
02 APPOINTMENT OF DELOITTE & TOUCHE LLP AS AUDITORS. Management For For
03 RESOLVED, ON AN ADVISORY BASIS AND NOT TO DIMINISH THE Management For For
ROLE AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS,
THAT THE SHAREHOLDERS ACCEPT THE APPROACH TO EXECUTIVE
COMPENSATION DISCLOSED IN THE 2012 MANAGEMENT PROXY
CIRCULAR DATED MARCH 8, 2012 DELIVERED IN ADVANCE OF
THE 2012 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF BCE.
4A STOCK OPTIONS AND PERFORMANCE OF EXECUTIVE OFFICERS. Shareholder Against For
4B PERFORMANCE-BASED COMPENSATION DISCLOSURE. Shareholder Against For
4C FEES OF COMPENSATION ADVISORS DISCLOSURE. Shareholder Against For
4D RISK MANAGEMENT COMMITTEE. Shareholder Against For
AVON PRODUCTS, INC.
SECURITY 054303102 MEETING TYPE Annual
TICKER SYMBOL AVP MEETING DATE 03-May-2012
ISIN US0543031027 AGENDA 933593786 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. DIRECTOR Management
1 DOUGLAS R. CONANT For For
2 W. DON CORNWELL For For
3 V. ANN HAILEY For For
4 FRED HASSAN For For
5 ANDREA JUNG For For
6 MARIA ELENA LAGOMASINO For For
7 ANN S. MOORE For For
8 GARY M. RODKIN For For
9 PAULA STERN For For
10 LAWRENCE A. WEINBACH For For
2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. Management Abstain Against
3. RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
LAIRD PLC, LONDON
SECURITY G53508175 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 04-May-2012
ISIN GB00B1VNST91 AGENDA 703670023 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1 To receive and adopt the Report of the Directors and Management For For
Accounts to 12/31/2011
2 To approve the Directors' Remuneration Report Management For For
3 To declare a final dividend Management For For
4 To re-elect Mr N J Keen as a Director Management For For
5 To re-elect Mr J C Silver as a Director Management For For
6 To re-elect Ms P Bell as a Director Management For For
7 To re-elect Sir Christopher Hum as a Director Management For For
8 To re-elect Professor M J Kelly as a Director Management For For
9 To re-elect Mr A J Reading as a Director Management For For
10 To re-appoint Ernst and Young LLP as Auditor and to Management For For
authorise the Board to fix their remuneration
11 To give the Directors authority to allot shares Management For For
12 To disapply pre-emption rights Management Against Against
13 To authorise the Company to purchase its own ordinary Management For For
shares
14 To approve the notice period for extraordinary general Management For For
meetings
ACTELION LTD., ALLSCHWIL
SECURITY H0032X135 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 04-May-2012
ISIN CH0010532478 AGENDA 703705143 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
CMMT BLOCKING OF REGISTERED SHARES IS NOT A LEGAL Non-Voting
REQUIREMENT IN THE SWISS MARKET,-SPECIFIC POLICIES AT
THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF
T-HE VOTING INSTRUCTION, IT IS POSSIBLE THAT A MARKER
MAY BE PLACED ON YOUR SHAR-ES TO ALLOW FOR
RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE.
IF YOU H-AVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE
CONTACT YOUR CLIENT SERVICE REPRE-SENTATIVE.
CMMT PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting
NOTICE SENT UNDER MEETING-935491, INCLUDING THE AGENDA.
TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST-BE
NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER
BEFORE THE RE-REGISTR-ATION DEADLINE. PLEASE NOTE THAT
THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER T-HE CUTOFF
DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK
YOU.
1 Approval of the business report consisting of the Management No Action
annual report, the annual statutory accounts and the
consolidated accounts as of 31 December 2011
2 Appropriation of available earnings and distribution Management No Action
against reserve from capital contribution
3 Consultative vote on compensation report Management No Action
4 Discharge of the board of directors and of the senior Management No Action
management
5 Reduction of share capital by cancellation of Management No Action
repurchase shares
6.1 Re-election of Mr. Michael Jacobi as a board of director Management No Action
6.2 Election of Prof. Dr. Peter Gruss as new board member Management No Action
7 Election of the statutory auditors: Ernst and Young AG, Management No Action
Basel
8 Ad hoc Management No Action
ITT CORPORATION
SECURITY 450911201 MEETING TYPE Annual
TICKER SYMBOL ITT MEETING DATE 08-May-2012
ISIN US4509112011 AGENDA 933578467 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1A. ELECTION OF DIRECTOR: DENISE L. RAMOS Management For For
1B. ELECTION OF DIRECTOR: FRANK T. MACINNIS Management For For
1C. ELECTION OF DIRECTOR: ORLANDO D. ASHFORD Management For For
1D. ELECTION OF DIRECTOR: PETER D'ALOIA Management For For
1E. ELECTION OF DIRECTOR: DONALD DEFOSSET, JR. Management For For
1F. ELECTION OF DIRECTOR: CHRISTINA A. GOLD Management For For
1G. ELECTION OF DIRECTOR: GENERAL PAUL J. KERN Management For For
1H. ELECTION OF DIRECTOR: LINDA S. SANFORD Management For For
1I. ELECTION OF DIRECTOR: DONALD J. STEBBINS Management For For
1J. ELECTION OF DIRECTOR: MARKOS I. TAMBAKERAS Management For For
2. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS ITT'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2012.
3. TO APPROVE, IN A NON-BINDING VOTE, THE COMPENSATION OF Management Abstain Against
OUR NAMED EXECUTIVE OFFICERS.
4. TO VOTE ON A SHAREHOLDER PROPOSAL REQUESTING THAT THE Shareholder Against For
COMPANY CHANGE ITS STATE OF INCORPORATION FROM INDIANA
TO DELAWARE.
5. A SHAREHOLDER PROPOSAL REQUESTING THAT WHENEVER Shareholder Against For
POSSIBLE, THE CHAIRMAN OF THE BOARD BE AN INDEPENDENT
DIRECTOR
6. TO VOTE ON A SHAREHOLDER PROPOSAL REQUESTING THAT THE Shareholder Against For
COMPANY AMEND, WHERE APPLICABLE, ITS POLICIES RELATED
TO HUMAN RIGHTS.
EXELIS, INC
SECURITY 30162A108 MEETING TYPE Annual
TICKER SYMBOL XLS MEETING DATE 09-May-2012
ISIN US30162A1088 AGENDA 933574433 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1A. ELECTION OF DIRECTOR: RALPH F. HAKE Management For For
1B. ELECTION OF DIRECTOR: DAVID F. MELCHER Management For For
1C. ELECTION OF DIRECTOR: HERMAN E. BULLS Management For For
2. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2012.
3. APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE EXELIS Management Against Against
INC. 2011 OMNIBUS INCENTIVE PLAN TO INCREASE THE NUMBER
OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE UNDER
THE PLAN TO 40 MILLION.
4. APPROVAL, IN A NON-BINDING VOTE, THE COMPENSATION OF Management Abstain Against
OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE 2012
PROXY STATEMENT.
5. TO DETERMINE, IN A NON-BINDING VOTE, WHETHER A Management Abstain Against
SHAREHOLDER VOTE TO APPROVE THE COMPENSATION OF OUR
NAMED EXECUTIVE OFFICERS SHOULD OCCUR EVERY ONE, TWO OR
THREE YEARS.
SGL CARBON SE, WIESBADEN
SECURITY D6949M108 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 10-May-2012
ISIN DE0007235301 AGENDA 703697562 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS Non-Voting
OF INTEREST IN CONNECTI-ON WITH SPECIFIC ITEMS OF THE
AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTIT-LED TO
EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT
MIGHT BE EXCLUD-ED WHEN YOUR SHARE IN VOTING RIGHTS HAS
REACHED CERTAIN THRESHOLDS AND YOU HAV-E NOT COMPLIED
WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS
PURSUANT-TO THE GERMAN SECURITIES TRADING ACT (WHPG).
FOR QUESTIONS IN THIS REGARD PLE-ASE CONTACT YOUR
CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU
DO NO-T HAVE ANY INDICATION REGARDING SUCH CONFLICT OF
INTEREST, OR ANOTHER EXCLUSIO-N FROM VOTING, PLEASE
SUBMIT YOUR VOTE AS USUAL. THANK YOU.
PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS MEETING Non-Voting
IS 19 APR 2012, WHEREAS-THE MEETING HAS BEEN SETUP
USING THE ACTUAL RECORD DATE-1 BUSINESS DAY. THIS-IS
DONE TO ENSURE THAT ALL POSITIONS REPORTED ARE IN
CONCURRENCE WITH THE GERM-AN LAW. THANK YOU.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 25 APR 2012. Non-Voting
FURTHER INFORMATION ON C-OUNTER PROPOSALS CAN BE FOUND
DIRECTLY ON THE ISSUER'S WEBSITE (PLEASE REFER T-O THE
MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH
TO ACT ON THESE IT-EMS, YOU WILL NEED TO REQUEST A
MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY A-T THE
COMPANY'S MEETING. COUNTER PROPOSALS CANNOT BE
REFLECTED IN THE BALLOT O-N PROXYEDGE.
1. Presentation of the adopted annual financial statements Non-Voting
of SGL CARBON SE and t-he approved consolidated
financial statements for the year ended December
31,-2011, the consolidated management report of SGL
CARBON SE and the Group for th-e fiscal year 2011, the
report of the Supervisory Board, the report of the
Exe-cutive Committee pursuant to sections 289 (4) and
315 (4) of the German Commer-cial Code
(Handelsgesetzbuch - HGB) as well as the proposal by
the Executive C-ommittee on the appropriation of net
income
2. Resolution on the appropriation of the net income for Management For For
fiscal year 2011
3. Resolution approving the actions of the Executive Management For For
Committee during fiscal year 2011
4. Resolution approving the actions of the Supervisory Management For For
Board during fiscal year 2011
5. The Supervisory Board proposes, upon the Audit Management For For
Committee's recommendation, the appointment of Ernst &
Young GmbH, Wirtschaftsprufungsgesellschaft,
Eschborn/Frankfurt am Main as auditors and Group
auditors for fiscal year 2012
6. Resolution on the cancellation of the existing Management Against Against
Authorized Capital I, creation of a new Authorized
Capital I with the right to exclude subscription rights
and amendments of the Articles of Association in
Article 3 (6) and Article 3 (11)
NIBE INDUSTRIER AB, MARKARYD
SECURITY W57113115 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 10-May-2012
ISIN SE0000390296 AGENDA 703715409 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN
ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS,
PLEASE CONTACT YOUR CLIENT SERVICE-REPRESENTATIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER Non-Voting
INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS
MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS
AND SHARE-POSITION TO YOUR CLIENT SERVICE
REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER
FOR YOUR VOTE TO BE LODGED
CMMT PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN Non-Voting
ACCEPT ABSTAIN AS A VALID-VOTE OPTION. THANK YOU
1 Opening of the meeting Non-Voting
2 Election of chairman at the meeting: It is proposed Non-Voting
that Arvid Gierow shall-be chairman of the Annual
General Meeting
3 Preparation and approval of a voting list Non-Voting
4 Approval of the board of directors proposed agenda Non-Voting
5 Election of one or two persons to verify the minutes Non-Voting
6 Examination if the meeting has been properly convened Non-Voting
7 The managing director's statement Non-Voting
8 Presentation of the annual report and the auditor's Non-Voting
report, the group-financial statement and the group
auditor's report as well as the auditor's-statement
concerning the application of the guiding principles
for-remuneration to executive employees decided at the
Annual General Meeting-2011
9.A Resolution in respect of: adoption of the income Management For For
statement and the balance sheet as well as the
consolidated income statement and the consolidated
balance sheet
9.B Resolution in respect of: allocation of the company's Management For For
profit according to the adopted balance sheet and
adoption of record day for dividend
9.C Resolution in respect of: discharge from liability of Management For For
the board members and the managing director
10 Determination of the number of board members and deputy Management For For
board members to be elected by the meeting: It is
proposed that the number of board members shall be six,
without deputies
11 Determination of the number of auditors and deputy Management For For
auditors or registered public accounting firms: It is
proposed that a registered public accounting firm is
appointed
12 Determination of fees to the board of directors, board Management For For
members and the auditors
13 Election of board members, chairman of the board and Management For For
deputy board members, if any: It is proposed that the
following board members are re-elected as board
members: Arvid Gierow, Georg Brunstam, Eva-Lotta Kraft,
Gerteric Lindquist, Hans Linnarson and Anders Palsson.
It is proposed that Arvid Gierow is re-elected as
chairman of the board
14 Election of auditors and deputy auditors, if any, or Management For For
registered public accounting firms: For the period up
to the end of the Annual General Meeting 2013 it is
proposed that Mazars SET Revisionsbyra AB is elected as
registered public accounting firm, with authorized
public accountant Bengt Ekenberg as auditor in charge
15 Resolution in respect of the board of directors Management For For
proposal to authorize the board of directors to decide
on the issue of new shares with payment by contribution
in kind
16 Resolution in respect of guiding principles for Management For For
remuneration and other terms of employment for
executive employees
17 Other matters to be dealt with at the meeting pursuant Non-Voting
to the Swedish-Companies Act (2005:551) or the articles
of association
18 Closing of the meeting Non-Voting
XYLEM INC.
SECURITY 98419M100 MEETING TYPE Annual
TICKER SYMBOL XYL MEETING DATE 10-May-2012
ISIN US98419M1009 AGENDA 933576843 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1A. ELECTION OF DIRECTOR: VICTORIA D. HARKER Management For For
1B. ELECTION OF DIRECTOR: GRETCHEN W. MCCLAIN Management For For
1C. ELECTION OF DIRECTOR: MARKOS I. TAMBAKERAS Management For For
2. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2012.
3. TO APPROVE, IN A NON-BINDING VOTE, THE COMPENSATION OF Management Abstain Against
OUR NAMED EXECUTIVE OFFICERS.
4. TO DETERMINE, IN A NON-BINDING VOTE, WHETHER A Management Abstain Against
SHAREOWNER VOTE TO APPROVE THE COMPENSATION OF OUR
NAMED EXECUTIVE OFFICERS SHOULD OCCUR EVERY ONE, TWO OR
THREE YEARS.
THE MIDDLEBY CORPORATION
SECURITY 596278101 MEETING TYPE Annual
TICKER SYMBOL MIDD MEETING DATE 10-May-2012
ISIN US5962781010 AGENDA 933579421 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 DIRECTORS Management
1 SELIM A. BASSOUL For For
2 ROBERT B. LAMB For For
3 RYAN LEVENSON For For
4 JOHN R. MILLER III For For
5 GORDON O'BRIEN For For
6 PHILIP G. PUTNAM For For
7 SABIN C. STREETER For For
02 APPROVAL, BY AN ADVISORY VOTE, OF THE 2011 COMPENSATION Management Abstain Against
OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED
PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE
SECURITIES AND EXCHANGE COMMISSION ("SEC").
03 A STOCKHOLDER PROPOSAL REQUESTING THAT THE BOARD OF Shareholder For Against
DIRECTORS INITIATE THE STEPS TO PROVIDE THAT DIRECTOR
NOMINEES ARE ELECTED BY A MAJORITY VOTE IN UNCONTESTED
DIRECTOR ELECTIONS.
NOVELLUS SYSTEMS, INC.
SECURITY 670008101 MEETING TYPE Special
TICKER SYMBOL NVLS MEETING DATE 10-May-2012
ISIN US6700081010 AGENDA 933589698 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. APPROVAL OF (I) THE MERGER OF BLMS INC., A WHOLLY-OWNED Management For For
SUBSIDIARY OF LAM RESEARCH CORPORATION, WITH AND INTO
NOVELLUS SYSTEMS, INC. AND (II) THE AGREEMENT AND PLAN
OF MERGER BY AND AMONG LAM RESEARCH CORPORATION, BLMS
INC. AND NOVELLUS SYSTEMS, INC., AND THE PRINCIPAL
TERMS THEREOF.
2. THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY Management For For
AND APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE NOT SUFFICIENT VOTES TO APPROVE PROPOSAL 1.
3. APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF Management Abstain Against
NOVELLUS' NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR
OTHERWISE RELATES TO THE MERGER.
LUNDIN MINING CORPORATION
SECURITY 550372106 MEETING TYPE Annual
TICKER SYMBOL LUNMF MEETING DATE 11-May-2012
ISIN CA5503721063 AGENDA 933606660 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 DIRECTOR Management
1 COLIN K. BENNER For For
2 DONALD K. CHARTER For For
3 PAUL K. CONIBEAR For For
4 JOHN H. CRAIG For For
5 BRIAN D. EDGAR For For
6 LUKAS H. LUNDIN For For
7 DALE C. PENIUK For For
8 WILLIAM A. RAND For For
02 APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS AUDITORS Management For For
OF THE CORPORATION FOR THE ENSUING YEAR AND AUTHORIZING
THE DIRECTORS TO FIX THEIR REMUNERATION.
INTERNATIONAL POWER PLC
SECURITY G4890M109 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 15-May-2012
ISIN GB0006320161 AGENDA 703702793 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1 To receive the 2011 Annual Report Management For For
2 To re-appoint Dirk Beeuwsaert as a Director Management For For
3 To re-appoint Sir Neville Simms as a Director Management For For
4 To re-appoint Bernard Attali as a Director Management For For
5 To re-appoint Tony Isaac as a Director Management For For
6 To re-appoint David Weston as a Director Management For For
7 To re-appoint Sir Rob Young as a Director Management For For
8 To re-appoint Michael Zaoui as a Director Management For For
9 To re-appoint Gerard Mestrallet as a Director Management For For
10 To re-appoint Jean-Francois Cirelli as a Director Management For For
11 To re-appoint Isabelle Kocher as a Director Management For For
12 To re-appoint Philip Cox as a Director Management For For
13 To re-appoint Guy Richelle as a Director Management For For
14 To appoint Geert Peeters as a Director Management For For
15 To declare a final dividend of 6.6 euro cents per Management For For
ordinary share
16 To re-appoint Deloitte LLP as auditors and to authorise Management For For
the Directors to set their remuneration
17 To approve the Directors' remuneration report for the Management For For
financial year ended 31 December 2011
18 General authority to allot shares Management For For
19 Disapplication of pre-emption rights Management Against Against
20 Authority to purchase own shares Management For For
21 The International Power plc 2012 Performance Share Plan Management For For
22 Authority to hold general meetings (other than AGMs) on Management For For
14 clear days' notice
ENZON PHARMACEUTICALS, INC.
SECURITY 293904108 MEETING TYPE Annual
TICKER SYMBOL ENZN MEETING DATE 16-May-2012
ISIN US2939041081 AGENDA 933590401 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1A ELECTION OF DIRECTOR: ALEXANDER J. DENNER Management For For
1B ELECTION OF DIRECTOR: RICHARD C. MULLIGAN Management For For
1C ELECTION OF DIRECTOR: THOMAS F. DEUEL Management For For
1D ELECTION OF DIRECTOR: GEORGE W. HEBARD III Management For For
1E ELECTION OF DIRECTOR: ROBERT LEBUHN Management For For
1F ELECTION OF DIRECTOR: ROBERT C. SALISBURY Management For For
1G ELECTION OF DIRECTOR: RICHARD A. YOUNG Management For For
2 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2012
3 TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF Management Abstain Against
THE COMPANY'S NAMED EXECUTIVE OFFICERS.
BEL FUSE INC.
SECURITY 077347201 MEETING TYPE Annual
TICKER SYMBOL BELFA MEETING DATE 16-May-2012
ISIN US0773472016 AGENDA 933604515 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. DIRECTOR Management
1 HOWARD B. BERNSTEIN No Action
2 JOHN F. TWEEDY No Action
3 MARK B. SEGALL No Action
2. WITH RESPECT TO THE RATIFICATION OF THE DESIGNATION OF Management No Action
DELOITTE & TOUCHE LLP TO AUDIT BEL'S BOOKS AND ACCOUNTS
FOR 2012.
3. WITH RESPECT TO THE APPROVAL, ON AN ADVISORY BASIS, OF Management No Action
THE EXECUTIVE COMPENSATION OF BEL'S NAMED EXECUTIVE
OFFICERS AS DESCRIBED IN THE PROXY STATEMENT.
SUPERIOR ENERGY SERVICES, INC.
SECURITY 868157108 MEETING TYPE Annual
TICKER SYMBOL SPN MEETING DATE 16-May-2012
ISIN US8681571084 AGENDA 933608056 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. DIRECTOR Management
1 HAROLD J. BOUILLION For For
2 ENOCH L. DAWKINS For For
3 DAVID D. DUNLAP For For
4 JAMES M. FUNK For For
5 TERENCE E. HALL For For
6 E.E. "WYN" HOWARD, III For For
7 PETER D. KINNEAR For For
8 MICHAEL M. MCSHANE For For
9 W. MATT RALLS For For
10 JUSTIN L. SULLIVAN For For
2. APPROVE, BY AN ADVISORY VOTE, THE COMPENSATION OF OUR Management Abstain Against
NAMED EXECUTIVE OFFICERS.
3. RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012.
ARCHIPELAGO LEARNING, INC
SECURITY 03956P102 MEETING TYPE Special
TICKER SYMBOL ARCL MEETING DATE 16-May-2012
ISIN US03956P1021 AGENDA 933610710 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. TO ADOPT AND APPROVE THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF MARCH 3, 2012 (THE "MERGER AGREEMENT"), BY
AND AMONG ARCHIPELAGO LEARNING, INC. ("ARCHIPELAGO"),
PLATO LEARNING, INC., AND PROJECT CAYMAN MERGER CORP.,
AS IT MAY BE AMENDED FROM TIME TO TIME.
2. TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE Management Abstain Against
COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO
ARCHIPELAGO'S NAMED EXECUTIVE OFFICERS THAT IS BASED ON
OR OTHERWISE RELATES TO THE MERGER CONTEMPLATED BY THE
MERGER AGREEMENT.
3. TO APPROVE THE ADJOURNMENT OR POSTPONEMENT OF THE Management For For
SPECIAL MEETING TO A LATER DATE, TIME AND/OR PLACE IF
NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES
IN THE EVENT THAT THERE ARE NOT SUFFICIENT VOTES AT THE
TIME OF THE SPECIAL MEETING TO ADOPT AND APPROVE THE
MERGER AGREEMENT.
THE CHARLES SCHWAB CORPORATION
SECURITY 808513105 MEETING TYPE Annual
TICKER SYMBOL SCHW MEETING DATE 17-May-2012
ISIN US8085131055 AGENDA 933582199 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1A ELECTION OF DIRECTOR: NANCY H. BECHTLE Management For For
1B ELECTION OF DIRECTOR: WALTER W. BETTINGER II Management For For
1C ELECTION OF DIRECTOR: C. PRESTON BUTCHER Management For For
2. RATIFICATION OF INDEPENDENT AUDITORS Management For For
3. ADVISORY APPROVAL OF NAMED EXECUTIVE OFFICER Management Abstain Against
COMPENSATION
4. APPROVAL OF AMENDMENT TO THE CERTIFICATE OF Management For For
INCORPORATION AND BYLAWS TO DECLASSIFY THE BOARD
5. STOCKHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS Shareholder Against For
6. STOCKHOLDER PROPOSAL TO AMEND BYLAWS REGARDING PROXY Shareholder Against For
ACCESS
CABLEVISION SYSTEMS CORPORATION
SECURITY 12686C109 MEETING TYPE Annual
TICKER SYMBOL CVC MEETING DATE 18-May-2012
ISIN US12686C1099 AGENDA 933588153 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. DIRECTOR Management
1 ZACHARY W. CARTER For For
2 THOMAS V. REIFENHEISER For For
3 JOHN R. RYAN For For
4 VINCENT TESE For For
5 LEONARD TOW For For
2. TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR
FISCAL YEAR 2012.
CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
SECURITY 18451C109 MEETING TYPE Annual
TICKER SYMBOL CCO MEETING DATE 18-May-2012
ISIN US18451C1099 AGENDA 933608020 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. DIRECTOR Management
1 JAMES C. CARLISLE Withheld Against
2 ROBERT W. PITTMAN Withheld Against
3 DALE W. TREMBLAY Withheld Against
2. APPROVAL OF THE ADOPTION OF THE 2012 STOCK INCENTIVE Management Against Against
PLAN.
3. APPROVAL OF THE ADOPTION OF THE AMENDED AND RESTATED Management For For
2006 ANNUAL INCENTIVE PLAN.
4. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS Management For For
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
THE YEAR ENDING DECEMBER 31, 2012.
ORIDION SYSTEMS LTD, JERUSALEM
SECURITY M75541108 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 22-May-2012
ISIN IL0010837818 AGENDA 703740363 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
CMMT AS A CONDITION OF VOTING, ISRAELI MARKET REGULATIONS Non-Voting
REQUIRE THAT YOU-DISCLOSE WHETHER YOU HAVE A
CONTROLLING OR PERSONAL INTEREST IN THIS
COMPANY.-SHOULD EITHER BE THE CASE, PLEASE CONTACT YOUR
CLIENT SERVICE REPRESENTATIVE-SO THAT WE MAY LODGE YOUR
INSTRUCTIONS ACCORDINGLY. IF YOU DO NOT HAVE A-
CONTROLLING OR PERSONAL INTEREST, SUBMIT YOUR VOTE AS
NORMAL
1 Approval of the agreement and plan of merger (the Management For For
merger agreement)
2 Approval of the payment to Alan Adler, company's CEO Management For For
and chairman of the board of a bonus amount of 90,000
U.S. dollars
3 Approval of the payment to Alan Adler, company's CEO Management For For
and chairman of the board, of a change of control
payment in the amount of 1 million U.S. dollars
4 Approval of US share option plan Management Against Against
CMMT PLEASE NOTE THAT THE NOTICE FOR THIS MEETING WAS Non-Voting
RECEIVED AFTER THE REGISTRATI-ON DEADLINE. IF YOUR
SHARES WERE REGISTERED PRIOR TO THE DEADLINE OF 23 APR
20-12 [BOOK CLOSING/REGISTRATION DEADLINE DATE], YOUR
VOTING INSTRUCTIONS WILL BE-ACCEPTED FOR THIS MEETING.
HOWEVER, VOTING INSTRUCTIONS FOR SHARES THAT WERE-NOT
REGISTERED PRIOR TO THE REGISTRATION DEADLINE WILL NOT
BE ACCEPTED.
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF Non-Voting
ADDITIONAL COMMENT. IF Y-OU HAVE ALREADY SENT IN YOUR
VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLES-S YOU
DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
ENSCO PLC
SECURITY 29358Q109 MEETING TYPE Annual
TICKER SYMBOL ESV MEETING DATE 22-May-2012
ISIN US29358Q1094 AGENDA 933593306 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
O1. RE-ELECT C. CHRISTOPHER GAUT AS A CLASS I DIRECTOR FOR Management For For
A TERM TO EXPIRE AT 2015 ANNUAL GENERAL MEETING.
O2. RE-ELECT GERALD W. HADDOCK AS A CLASS I DIRECTOR FOR A Management For For
TERM TO EXPIRE AT 2015 ANNUAL GENERAL MEETING.
O3. RE-ELECT PAUL E. ROWSEY, III AS A CLASS I DIRECTOR FOR Management For For
A TERM TO EXPIRE AT 2015 ANNUAL GENERAL MEETING.
O4. RE-ELECT FRANCIS S. KALMAN AS A CLASS II DIRECTOR FOR A Management For For
TERM TO EXPIRE AT 2013 ANNUAL GENERAL MEETING.
O5. RE-ELECT DAVID A.B. BROWN AS A CLASS III DIRECTOR FOR A Management For For
TERM TO EXPIRE AT 2014 ANNUAL GENERAL MEETING.
O6. RATIFY THE AUDIT COMMITTEE'S APPOINTMENT OF KPMG LLP AS Management For For
OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2012.
O7. RE-APPOINT KPMG AUDIT PLC AS OUR U.K. STATUTORY Management For For
AUDITORS UNDER THE U.K. COMPANIES ACT 2006.
O8. TO AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE OUR U.K. Management For For
STATUTORY AUDITORS' REMUNERATION.
O9. APPROVE OUR 2012 LONG-TERM INCENTIVE PLAN. Management For For
10. A NON-BINDING ADVISORY APPROVAL OF THE COMPENSATION OF Management Abstain Against
OUR NAMED EXECUTIVE OFFICERS.
GEORGIA GULF CORPORATION
SECURITY 373200302 MEETING TYPE Annual
TICKER SYMBOL GGC MEETING DATE 22-May-2012
ISIN US3732003021 AGENDA 933611469 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1.1 ELECTION OF DIRECTOR: PAUL D. CARRICO Management For For
1.2 ELECTION OF DIRECTOR: T. KEVIN DENICOLA Management For For
1.3 ELECTION OF DIRECTOR: PATRICK J. FLEMING Management For For
1.4 ELECTION OF DIRECTOR: ROBERT M. GERVIS Management For For
1.5 ELECTION OF DIRECTOR: WAYNE C. SALES Management For For
2. PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against
COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.
3. PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Management For For
TO SERVE AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2012.
CSR PLC
SECURITY 12640Y205 MEETING TYPE Annual
TICKER SYMBOL CSRE MEETING DATE 23-May-2012
ISIN US12640Y2054 AGENDA 933594562 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
O1 TO RECEIVE THE COMPANY'S ANNUAL REPORT AND ACCOUNTS FOR Management For For
THE 52 WEEK PERIOD ENDED 30 DECEMBER 2011
O2 TO APPROVE THE DIRECTORS' REMUNERATION REPORT FOR THE Management For For
52 WEEK PERIOD ENDED 30 DECEMBER 2011
O3 TO RE-ELECT MR JOEP VAN BEURDEN AS A DIRECTOR Management For For
O4 TO RE-ELECT MR KANWAR CHADHA AS A DIRECTOR Management For For
O5 TO RE-ELECT MR WILL GARDINER AS A DIRECTOR Management For For
O6 TO RE-ELECT MR CHRIS LADAS AS A DIRECTOR Management For For
O7 TO RE-ELECT MR ANDREW ALLNER AS A DIRECTOR Management For For
O8 TO RE-ELECT MR ANTHONY CARLISLE AS A DIRECTOR Management For For
O9 TO RE-ELECT MR SERGIO GIACOLETTO-ROGGIO AS A DIRECTOR Management For For
O10 TO RE-ELECT MR RON MACKINTOSH AS A DIRECTOR Management For For
O11 TO RE-ELECT MS TERESA VEGA AS A DIRECTOR Management For For
O12 TO ELECT DR LEVY GERZBERG AS A DIRECTOR Management For For
O13 TO RE-APPOINT DELOITTE LLP AS AUDITORS Management For For
O14 TO AUTHORISE THE DIRECTORS TO DETERMINE THE Management For For
REMUNERATION OF THE AUDITORS
O15 TO AUTHORISE THE PAYMENT OF A FINAL DIVIDEND Management For For
16 TO APPROVE THE CSR PLC GLOBAL EMPLOYEE SHARE PURCHASE Management For For
PLAN
17 TO APPROVE THE AMENDED AND RESTATED CSR PLC EMPLOYEE Management For For
SHARE PURCHASE PLAN
18 TO AUTHORISE THE COMPANY AND ITS SUBSIDIARIES TO MAKE Management For For
POLITICAL DONATIONS
19 TO AUTHORISE THE COMPANY TO ALLOT SHARES PURSUANT TO Management For For
SECTION 551 OF THE COMPANIES ACT 2006
S20 PURSUANT TO SECTION 570 OF THE COMPANIES ACT 2006, TO Management Against Against
RENEW THE DISAPPLICATION OF STATUTORY PRE-EMPTION
RIGHTS
S21 TO GRANT TO THE COMPANY AUTHORITY TO PURCHASE ITS OWN Management For For
SHARES UNDER SECTION 701 OF THE COMPANIES ACT 2006
S22 TO AUTHORISE A GENERAL MEETING (OTHER THAN AN ANNUAL Management For For
GENERAL MEETING) TO BE CALLED ON NOT LESS THAN 14 CLEAR
DAYS' NOTICE
AMAG PHARMACEUTICALS, INC.
SECURITY 00163U106 MEETING TYPE Annual
TICKER SYMBOL AMAG MEETING DATE 23-May-2012
ISIN US00163U1060 AGENDA 933609200 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. DIRECTOR Management
1 J.V. BONVENTRE, MD, PHD For For
2 RAJIV DE SILVA For For
3 MICHAEL NARACHI For For
4 ROBERT J. PEREZ For For
5 L RUSSELL, MB.CHB, MRCP For For
6 GINO SANTINI For For
7 DAVEY S. SCOON For For
8 WILLIAM K. HEIDEN For For
2. TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF Management Abstain Against
OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE PROXY
STATEMENT.
3. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP Management For For
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE YEAR ENDING DECEMBER 31, 2012.
KRATOS DEFENSE & SEC SOLUTIONS, INC.
SECURITY 50077B207 MEETING TYPE Annual
TICKER SYMBOL KTOS MEETING DATE 23-May-2012
ISIN US50077B2079 AGENDA 933614617 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1 DIRECTOR Management
1 SCOTT ANDERSON For For
2 BANDEL CARANO For For
3 ERIC DEMARCO For For
4 WILLIAM HOGLUND For For
5 SCOT JARVIS For For
6 JANE JUDD For For
7 SAMUEL LIBERATORE For For
2 TO RATIFY THE SELECTION OF GRANT THORNTON LLP AS THE Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER 30, 2012.
3 TO APPROVE AN AMENDMENT TO THE COMPANY'S 1999 EMPLOYEE Management For For
STOCK PURCHASE PLAN TO INCREASE THE AGGREGATE NUMBER OF
SHARES THAT MAY BE ISSUED UNDER THE PLAN BY 900,000
SHARES.
4 AN ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR Management Abstain Against
NAMED EXECUTIVE OFFICERS.
5 TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME Management For For
BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT OR
POSTPONEMENT THEREOF.
ARTHROCARE CORPORATION
SECURITY 043136100 MEETING TYPE Annual
TICKER SYMBOL ARTC MEETING DATE 24-May-2012
ISIN US0431361007 AGENDA 933599889 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. DIRECTOR Management
1 CHRISTIAN P. AHRENS For For
2 GREGORY A. BELINFANTI For For
3 BARBARA D. BOYAN, PH.D. For For
4 DAVID FITZGERALD For For
5 JAMES G. FOSTER For For
6 TERRENCE E. GEREMSKI For For
7 TORD B. LENDAU For For
8 PETER L. WILSON For For
2. TO APPROVE, BY NON-BINDING VOTE, THE COMPENSATION OF Management Abstain Against
THE COMPANY'S NAMED EXECUTIVE OFFICERS.
3. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP Management For For
AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE 2012 FISCAL YEAR.
SLM CORPORATION
SECURITY 78442P106 MEETING TYPE Annual
TICKER SYMBOL SLM MEETING DATE 24-May-2012
ISIN US78442P1066 AGENDA 933601937 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1A. ELECTION OF DIRECTOR: ANN TORRE BATES Management For For
1B. ELECTION OF DIRECTOR: W.M. DIEFENDERFER III Management For For
1C. ELECTION OF DIRECTOR: DIANE SUITT GILLELAND Management For For
1D. ELECTION OF DIRECTOR: EARL A. GOODE Management For For
1E. ELECTION OF DIRECTOR: RONALD F. HUNT Management For For
1F. ELECTION OF DIRECTOR: ALBERT L. LORD Management For For
1G. ELECTION OF DIRECTOR: BARRY A. MUNITZ Management For For
1H. ELECTION OF DIRECTOR: HOWARD H. NEWMAN Management For For
1I. ELECTION OF DIRECTOR: A. ALEXANDER PORTER, JR. Management For For
1J. ELECTION OF DIRECTOR: FRANK C. PULEO Management For For
1K. ELECTION OF DIRECTOR: WOLFGANG SCHOELLKOPF Management For For
1L. ELECTION OF DIRECTOR: STEVEN L. SHAPIRO Management For For
1M. ELECTION OF DIRECTOR: J. TERRY STRANGE Management For For
1N. ELECTION OF DIRECTOR: ANTHONY P. TERRACCIANO Management For For
1O. ELECTION OF DIRECTOR: BARRY L. WILLIAMS Management For For
2. APPROVAL OF THE SLM CORPORATION 2012 OMNIBUS INCENTIVE Management For For
PLAN.
3. APPROVAL OF THE AMENDED AND RESTATED SLM CORPORATION Management For For
EMPLOYEE STOCK PURCHASE PLAN.
4. ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE Management Abstain Against
COMPENSATION.
5. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2012.
DDI CORP.
SECURITY 233162502 MEETING TYPE Special
TICKER SYMBOL DDIC MEETING DATE 24-May-2012
ISIN US2331625028 AGENDA 933623351 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. THE PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF APRIL 3, 2012, BY AND AMONG VIASYSTEMS
GROUP, INC., A DELAWARE CORPORATION, VICTOR MERGER SUB
CORP., A DELAWARE CORPORATION AND WHOLLY-OWNED
SUBSIDIARY OF VIASYSTEMS, AND DDI CORP., AS SUCH
AGREEMENT MAY BE AMENDED FROM TIME TO TIME.
2. THE PROPOSAL TO ADJOURN THE SPECIAL MEETING TO A LATER Management For For
DATE, IF NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IN THE EVENT THERE ARE NOT
SUFFICIENT VOTES IN FAVOR OF ADOPTION OF THE MERGER
AGREEMENT AT THE TIME OF THE SPECIAL MEETING.
3. THE PROPOSAL TO APPROVE, ON AN ADVISORY (NON-BINDING) Management Abstain Against
BASIS, CERTAIN COMPENSATION THAT MAY BE PAID OR BECOME
PAYABLE TO DDI CORP.'S NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH THE MERGER.
ASTRAL MEDIA INC.
SECURITY 046346300 MEETING TYPE Special
TICKER SYMBOL MEETING DATE 24-May-2012
ISIN CA0463463004 AGENDA 933623426 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 PASS THE SPECIAL RESOLUTION APPROVING THE ACQUISITION Management For For
BY BCE INC. OF ALL OF THE OUTSTANDING CLASS A
NON-VOTING SHARES, CLASS B SUBORDINATE VOTING SHARES
AND SPECIAL SHARES OF ASTRAL BY WAY OF A STATUTORY
ARRANGEMENT PURSUANT TO SECTION 192 OF THE CANADA
BUSINESS CORPORATIONS ACT, AS SET FORTH IN APPENDIX "A"
TO ASTRAL'S MANAGEMENT INFORMATION CIRCULAR DATED APRIL
19, 2012.
ASTRAL MEDIA INC.
SECURITY 046346201 MEETING TYPE Special
TICKER SYMBOL AAIAF MEETING DATE 24-May-2012
ISIN CA0463462014 AGENDA 933624909 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 PASS THE SPECIAL RESOLUTION APPROVING THE ACQUISITION Management For For
BY BCE INC. OF ALL OF THE OUTSTANDING CLASS A
NON-VOTING SHARES, CLASS B SUBORDINATE VOTING SHARES
AND SPECIAL SHARES OF ASTRAL BY WAY OF A STATUTORY
ARRANGEMENT PURSUANT TO SECTION 192 OF THE CANADA
BUSINESS CORPORATIONS ACT, AS SET FORTH IN APPENDIX "A"
TO ASTRAL'S MANAGEMENT INFORMATION CIRCULAR DATED APRIL
19, 2012.
02 IN CONNECTION WITH THE ACQUISITION OF ASTRAL BY BCE Management For For
INC., PASS THE ORDINARY RESOLUTION APPROVING THE
ALLOCATION, WHICH IS APPROVED BY BCE INC., FROM THE
BONUS AND RETENTION PLAN TO ASTRAL'S PRESIDENT AND
CHIEF EXECUTIVE OFFICER, AS SET FORTH IN APPENDIX "D"
TO ASTRAL'S MANAGEMENT INFORMATION CIRCULAR DATED APRIL
19, 2012, SUCH BONUS BEING PAYABLE ONLY IF THE
ACQUISITION OF ASTRAL BY BCE INC. REFERRED TO IN ITEM 1
ABOVE IS COMPLETED.
UMECO PLC
SECURITY G9188V109 MEETING TYPE Court Meeting
TICKER SYMBOL MEETING DATE 28-May-2012
ISIN GB0009116079 AGENDA 703770619 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
CMMT PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR Non-Voting
THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN "FOR" AND
"AGAINST" ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR
THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE
ISSUER OR-ISSUERS AGENT.
1 For the purpose of considering and, if thought fit, Management For For
approving(with or without modification)a scheme of
arrangement(the 'Scheme') proposed to be made between
the Company and the Shareholders
UMECO PLC
SECURITY G9188V109 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 28-May-2012
ISIN GB0009116079 AGENDA 703770621 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1 To approve the resolution giving effect to the Scheme, Management For For
as set out in the notice of General Meeting, including
the reduction of the Company's share capital and
amending the Company's articles of association
VITERRA INC.
SECURITY 92849T108 MEETING TYPE Special
TICKER SYMBOL VTRAF MEETING DATE 29-May-2012
ISIN CA92849T1084 AGENDA 933628729 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 TO CONSIDER, PURSUANT TO AN INTERIM ORDER OF THE Management For For
ONTARIO SUPERIOR COURT OF JUSTICE DATED APRIL 23, 2012
AND, IF THOUGHT ADVISABLE, TO PASS WITH OR WITHOUT
VARIATION, A SPECIAL RESOLUTION OF SHAREHOLDERS (THE
"ARRANGEMENT RESOLUTION"), THE FULL TEXT OF WHICH IS
SET FORTH IN APPENDIX A TO THE CIRCULAR, TO APPROVE A
PLAN OF ARRANGEMENT UNDER SECTION 192 OF THE CANADA
BUSINESS CORPORATIONS ACT, AND RELATED TRANSACTIONS,
INCLUDING BUT NOT LIMITED TO THE REORGANIZATION OF
VITERRA INC.'S AND ITS SUBSIDIARIES' BUSINESS,
OPERATIONS AND ASSETS.
ECO BUSINESS-IMMOBILIEN AG, WIEN
SECURITY A19521102 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 30-May-2012
ISIN AT0000617907 AGENDA 703672469 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1 Presentation annual reports Management For For
2 Allocation of net profits Management For For
3 Discharge of Bod Management For For
4 Discharge of supervisory board Management For For
5 Election of auditor Management For For
6 Elections to supervisory board Management For For
7 Amendment of articles Management For For
CMMT PLEASE NOTE THAT THE MEETING HAS BEEN SET UP USING THE Non-Voting
RECORD DATE 18 MAY 2012-WHICH AT THIS TIME WE ARE
UNABLE TO SYSTEMATICALLY UPDATE. THE TRUE RECORD DA-TE
FOR THIS MEETING IS 20 MAY 2012. THANK YOU.
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF Non-Voting
COMMENT. IF YOU HAVE AL-READY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECI-DE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
NEWAVE ENERGY HOLDING SA, GAMBAROGNO
SECURITY H5805A105 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 30-May-2012
ISIN CH0030417312 AGENDA 703811857 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
CMMT BLOCKING OF REGISTERED SHARES IS NOT A LEGAL Non-Voting
REQUIREMENT IN THE SWISS MARKET,-SPECIFIC POLICIES AT
THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF
T-HE VOTING INSTRUCTION, IT IS POSSIBLE THAT A MARKER
MAY BE PLACED ON YOUR SHAR-ES TO ALLOW FOR
RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE.
IF YOU H-AVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE
CONTACT YOUR CLIENT SERVICE REPRE-SENTATIVE.
CMMT PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting
NOTICE SENT UNDER MEETING-935512, INCLUDING THE AGENDA.
TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST-BE
NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER
BEFORE THE RE-REGISTR-ATION DEADLINE. PLEASE NOTE THAT
THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER T-HE CUTOFF
DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK
YOU.
1 Approval of the annual report 2011, of the statutory Management No Action
accounts 2011 of Newave Energy Holding SA and of the
consolidated financial statements 2011 of the Newave
Group
2 Appropriation of retained earnings Management No Action
3 Discharge of the members of the board of directors and Management No Action
the executive board
4.1 Re-election of David Bond as board of director for a Management No Action
term of office of one year until the Annual General
Meeting of Shareholders 2013
4.2 Re-election of Rajagopal Kannabiran as board of Management No Action
director for a term of office of one year until the
Annual General Meeting of Shareholders 2013
4.3 Re-election of Remo Luetolf as board of director for a Management No Action
term of office of one year until the Annual General
Meeting of Shareholders 2013
4.4 Re-election of Jasmin Staiblin as board of director for Management No Action
a term of office of one year until the Annual General
Meeting of Shareholders 2013
4.5 Re-election of Detlef Steck as board of director for a Management No Action
term of office of one year until the Annual General
Meeting of Shareholders 2013
5 Election of the auditors Ernst and Young AG, Zurich Management No Action
MENTOR GRAPHICS CORPORATION
SECURITY 587200106 MEETING TYPE Annual
TICKER SYMBOL MENT MEETING DATE 30-May-2012
ISIN US5872001061 AGENDA 933629264 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. DIRECTOR Management
1 KEITH L. BARNES For For
2 SIR PETER L. BONFIELD For For
3 GREGORY K. HINCKLEY For For
4 J. DANIEL MCCRANIE For For
5 KEVIN C. MCDONOUGH For For
6 PATRICK B. MCMANUS For For
7 DR. WALDEN C. RHINES For For
8 DAVID S. SCHECHTER For For
2. SHAREHOLDER ADVISORY VOTE ON EXECUTIVE COMPENSATION. Management Abstain Against
3. PROPOSAL TO RE-APPROVE THE COMPANY'S EXECUTIVE VARIABLE Management For For
INCENTIVE PLAN.
4. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR ITS FISCAL YEAR ENDING JANUARY 31, 2013.
THE PEP BOYS - MANNY, MOE & JACK
SECURITY 713278109 MEETING TYPE Special
TICKER SYMBOL PBY MEETING DATE 30-May-2012
ISIN US7132781094 AGENDA 933630368 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF MERGER (THE "MERGER Management For For
AGREEMENT"), DATED AS OF JANUARY 29, 2012, BY AND AMONG
THE PEP BOYS - MANNY, MOE & JACK, AUTO ACQUISITION
COMPANY, LLC AND AUTO MERGERSUB, INC., A WHOLLY OWNED
SUBSIDIARY OF AUTO ACQUISITION COMPANY, LLC, AND
APPROVE THE TRANSACTIONS CONTEMPLATED THEREBY,
INCLUDING THE MERGER.
2. TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR Management For For
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE
NOT SUFFICIENT VOTES IN FAVOR OF ADOPTING THE MERGER
AGREEMENT AND APPROVING THE TRANSACTIONS CONTEMPLATED
THEREBY, INCLUDING THE MERGER, AT THE TIME OF THE
SPECIAL MEETING.
3. TO APPROVE A NON-BINDING PROPOSAL REGARDING CERTAIN Management Abstain Against
EXECUTIVE COMPENSATION THAT MAY BE PAID TO THE
COMPANY'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH
THE MERGER.
NEO MATERIAL TECHNOLOGIES INC.
SECURITY 64045Y108 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL NEMFF MEETING DATE 30-May-2012
ISIN CA64045Y1088 AGENDA 933631562 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 DIRECTOR Management
1 GARY E. GERMAN For For
2 HO SOO CHING For For
3 JAMES J. JACKSON For For
4 C. E. KARAYANNOPOULOS For For
5 CLAIRE M.C. KENNEDY For For
6 WILLIAM E. MACFARLANE For For
7 PETER E. O'CONNOR For For
8 JOHN E. PEARSON For For
02 RE-APPOINTMENT OF KPMG LLP, CHARTERED ACCOUNTANTS AS Management For For
AUDITORS OF NEM AND AUTHORIZING THE DIRECTORS TO FIX
THEIR REMUNERATION
03 TO PASS, WITH OR WITHOUT VARIATION, A SPECIAL Management For For
RESOLUTION (THE "ARRANGEMENT RESOLUTION"), THE FULL
TEXT OF WHICH IS SET FORTH IN APPENDIX D TO THE
ACCOMPANYING MANAGEMENT PROXY CIRCULAR (THE
"CIRCULAR"), APPROVING AN ARRANGEMENT (THE
"ARRANGEMENT") PURSUANT TO SECTION 192 OF THE CANADA
BUSINESS CORPORATIONS ACT, AS AMENDED (THE "CBCA"), ALL
AS MORE PARTICULARLY DESCRIBED IN THE CIRCULAR.
ADAMS GOLF, INC.
SECURITY 006228209 MEETING TYPE Special
TICKER SYMBOL ADGF MEETING DATE 30-May-2012
ISIN US0062282092 AGENDA 933635572 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. APPROVAL AND ADOPTION OF THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF MARCH 18, 2012, BY AND AMONG TAYLOR
MADE GOLF COMPANY, INC., A DELAWARE CORPORATION
("PARENT"), APPLE TREE ACQUISITION CORP., A DELAWARE
CORPORATION AND A WHOLLY-OWNED SUBSIDIARY OF PARENT
("MERGER SUB"), AND ADAMS GOLF, INC. (THE "COMPANY"),
ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
2. APPROVAL OF THE ADJOURNMENT OF THE SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES
IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE
SPECIAL MEETING TO ADOPT THE AGREEMENT AND PLAN OF
MERGER.
PARMALAT SPA, COLLECCHIO
SECURITY T7S73M107 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 31-May-2012
ISIN IT0003826473 AGENDA 703819726 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID Non-Voting
974407 DUE TO RECEIPT OF-SLATES FOR BOARD OF
DIRECTORS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING
WILL-BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK-YOU.
CMMT PLEASE NOTE THAT THE ITALIAN LANGUAGE AGENDA IS Non-Voting
AVAILABLE BY CLICKING ON THE U-RL LINK:
https://materials.proxyvote.com/Approved/99999
Z/19840101/NPS_125154.p-df
O.1 Approval of the statement of financial position, income Management For For
statement and accompanying notes at December 31, 2011,
together with the report on operations for the same
year. Motion for the appropriation of the year's net
profit. Review of the report of the board of statutory
auditors. Pertinent and related resolutions
O.2 Report on compensation pursuant to article 123 Ter of Management For For
the legislative decree 58 of 24 february 1998.
Pertinent and related resolutions
CMMT PLEASE NOTE THAT ALTHOUGH THERE ARE 2 SLATES TO BE Non-Voting
ELECTED AS DIRECTORS, THERE-IS ONLY 1 SLATE AVAILABLE
TO BE FILLED AT THE MEETING. THE STANDING INSTRUCTI-ONS
FOR THIS MEETING WILL BE DISABLED AND, IF YOU CHOOSE,
YOU ARE REQUIRED TO-VOTE FOR ONLY 1 SLATE OF THE 2
SLATES. THANK YOU.
O.3.1 PLEASE NOTE THAT THIS IS A SHAREHOLDERS' PROPOSAL: Shareholder
Election of the board of directors, determination of
the length of the board's term of office, election of
the chairman of the board of directors and
determination of the compensation. Pertinent and
related resolutions: List presented by Sofil Sas
holding 1,448,214,141 shares: Mr. Francesco Tato', Mrs.
Yvon Guerin, Mr. Marco Reboa, Mr. Francesco Gatti, Mr.
Riccardo Zingales, Mr. Antonio Sala, Mr. Marco Jesi,
Mr. Daniel Jaouen, Mrs. Gabriella Chersicla, Mr. Alain
Channalet-Quercy, Mr. Ferdinando Grimaldi Quartieri
O.3.2 PLEASE NOTE THAT THIS IS A SHAREHOLDERS' PROPOSAL: Shareholder For Against
Election of the board of directors, determination of
the length of the board's term of office, election of
the chairman of the board of directors and
determination of the compensation. Pertinent and
related resolutions: List presented by Amber Capital
representing holding 25,419,343 shares: Mr. Umberto
Mosetti, Mr. Antonio Aristide Mastrangelo, Mr.
Francesco Di Carlo
O.4 Authorization to dispose of treasury shares. Pertinent Management For For
and related resolutions
O.5 Motion to increase the compensation of the board of Management For For
statutory auditors. Pertinent and related resolutions
E.1 Motion for partial distribution of the surplus in the Management For For
reserve for creditor challenges and claims of late
filing creditors, in the amount of 85,000,456 Euros,
after amending, by an equal amount, the capital
increase resolution approved by the extraordinary
shareholders meeting of March 1, 2005 (as amended by
the shareholders meetings of September 19, 2005 and
April 28, 2007), with consequent amendment to article 5
of the bylaws. Pertinent and related resolutions
EXCO RESOURCES, INC.
SECURITY 269279402 MEETING TYPE Annual
TICKER SYMBOL XCO MEETING DATE 31-May-2012
ISIN US2692794025 AGENDA 933611748 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. DIRECTOR Management
1 DOUGLAS H. MILLER For For
2 STEPHEN F. SMITH For For
3 JEFFREY D. BENJAMIN For For
4 EARL E. ELLIS For For
5 B. JAMES FORD For For
6 MARK MULHERN For For
7 T. BOONE PICKENS For For
8 WILBUR L. ROSS, JR. For For
9 JEFFREY S. SEROTA For For
10 ROBERT L. STILLWELL For For
2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. Management Abstain Against
3. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
VULCAN MATERIALS COMPANY
SECURITY 929160109 MEETING TYPE Contested-Annual
TICKER SYMBOL VMC MEETING DATE 01-Jun-2012
ISIN US9291601097 AGENDA 933629478 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 DIRECTOR Management
1 PHILLIP W. FARMER For For
2 H. ALLEN FRANKLIN For For
3 RICHARD T. O'BRIEN For For
4 DONALD B. RICE For For
02 TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF Management Abstain Against
THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY
STATEMENT
03 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2012
04 SHAREHOLDER PROPOSAL REGARDING MAJORITY VOTING FOR Shareholder Against For
DIRECTOR ELECTIONS
05 SHAREHOLDER PROPOSAL REGARDING BOARD DECLASSIFICATION Shareholder Against For
06 SHAREHOLDER PROPOSAL REGARDING THE ELIMINATION OF Shareholder Against For
SUPER-MAJORITY VOTING
MOTOROLA MOBILITY HOLDINGS, INC.
SECURITY 620097105 MEETING TYPE Annual
TICKER SYMBOL MEETING DATE 04-Jun-2012
ISIN US6200971058 AGENDA 933615873 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1A. ELECTION OF DIRECTOR: SANJAY K. JHA Management For For
1B. ELECTION OF DIRECTOR: JON E. BARFIELD Management For For
1C. ELECTION OF DIRECTOR: JEANNE P. JACKSON Management For For
1D. ELECTION OF DIRECTOR: KEITH A. MEISTER Management For For
1E. ELECTION OF DIRECTOR: THOMAS J. MEREDITH Management For For
1F. ELECTION OF DIRECTOR: DANIEL A. NINIVAGGI Management For For
1G. ELECTION OF DIRECTOR: JAMES R. STENGEL Management For For
1H. ELECTION OF DIRECTOR: ANTHONY J. VINCIQUERRA Management For For
1I. ELECTION OF DIRECTOR: ANDREW J. VITERBI Management For For
2. APPROVAL OF THE MATERIAL TERMS ALLOWING FOR CERTAIN Management For For
PERFORMANCE-BASED AWARDS UNDER THE COMPANY'S 2011
INCENTIVE COMPENSATION PLAN.
3. ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE Management Abstain Against
COMPENSATION.
4. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2012.
AMC NETWORKS INC
SECURITY 00164V103 MEETING TYPE Annual
TICKER SYMBOL AMCX MEETING DATE 05-Jun-2012
ISIN US00164V1035 AGENDA 933616976 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. DIRECTOR Management
1 NEIL M. ASHE For For
2 ALAN D. SCHWARTZ For For
3 LEONARD TOW For For
4 ROBERT C. WRIGHT For For
2. TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR
FISCAL YEAR 2012
3. TO APPROVE THE AMC NETWORKS INC. AMENDED AND RESTATED Management For For
2011 EMPLOYEE STOCK PLAN
4. TO APPROVE THE AMC NETWORKS INC. AMENDED AND RESTATED Management For For
2011 CASH INCENTIVE PLAN
5. TO APPROVE THE AMC NETWORKS INC. AMENDED AND RESTATED Management For For
2011 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
6. TO APPROVE, ON AN ADVISORY BASIS, COMPENSATION OF OUR Management Abstain Against
EXECUTIVE OFFICERS
7. AN ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE Management Abstain Against
ON THE COMPENSATION OF OUR EXECUTIVE OFFICERS
VENOCO, INC.
SECURITY 92275P307 MEETING TYPE Special
TICKER SYMBOL VQ MEETING DATE 05-Jun-2012
ISIN US92275P3073 AGENDA 933631409 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. ADOPTION AND APPROVAL OF THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF JANUARY 16, 2012, BY AND AMONG
VENOCO, INC., DENVER PARENT CORPORATION, DENVER MERGER
SUB CORPORATION AND TIMOTHY M. MARQUEZ, AS DESCRIBED IN
THE PROXY STATEMENT.
2. APPROVAL OF THE ADJOURNMENT OF THE SPECIAL MEETING, IF Management For For
NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE
NOT SUFFICIENT VOTES TO ADOPT AND APPROVE THE AGREEMENT
AND PLAN OF MERGER.
ABOVENET, INC.
SECURITY 00374N107 MEETING TYPE Special
TICKER SYMBOL ABVT MEETING DATE 05-Jun-2012
ISIN US00374N1072 AGENDA 933631461 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF Management For For
MARCH 18, 2012, AS IT MAY BE AMENDED FROM TIME TO TIME,
BY AND AMONG ABOVENET, INC., ZAYO GROUP, LLC AND VOILA
SUB, INC.
2. TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR Management For For
APPROPRIATE AND PERMITTED UNDER THE MERGER AGREEMENT,
TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT
VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE
AGREEMENT AND PLAN OF MERGER.
3. TO APPROVE ON A NON-BINDING ADVISORY BASIS, THE "GOLDEN Management Abstain Against
PARACHUTE" COMPENSATION PAYABLE UNDER EXISTING
AGREEMENTS WITH THE COMPANY THAT CERTAIN EXECUTIVE
OFFICERS OF THE COMPANY WILL OR MAY RECEIVE IN
CONNECTION WITH THE MERGER.
ISTA PHARMACEUTICALS, INC.
SECURITY 45031X204 MEETING TYPE Special
TICKER SYMBOL ISTA MEETING DATE 05-Jun-2012
ISIN US45031X2045 AGENDA 933636043 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF Management For For
MARCH 26, 2012, BY AND AMONG ISTA PHARMACEUTICALS,
INC., BAUSCH & LOMB INCORPORATED AND INGA ACQUISITION
CORPORATION.
2. TO APPROVE, ON A NONBINDING ADVISORY BASIS, THE "GOLDEN Management Abstain Against
PARACHUTE" COMPENSATION THAT WILL BE PAYABLE TO THE
COMPANY'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH
THE MERGER.
3. TO APPROVE ONE OR MORE ADJOURNMENTS OF THE SPECIAL Management For For
MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES TO APPROVE THE PROPOSAL TO ADOPT THE
AGREEMENT AND PLAN OF MERGER, DATED AS OF MARCH 26,
2012, BY AND AMONG ISTA PHARMACEUTICALS, INC., BAUSCH &
LOMB INCORPORATED AND INGA ACQUISTION CORPORATION.
WESTERNZAGROS RESOURCES LTD.
SECURITY 960008100 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL WZGRF MEETING DATE 06-Jun-2012
ISIN CA9600081009 AGENDA 933621535 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 DIRECTOR Management
1 DAVID J. BOONE For For
2 DAVID B. COOK For For
3 FRED J. DYMENT For For
4 JOHN FRANGOS For For
5 M. SIMON HATFIELD For For
6 JAMES C. HOUCK For For
7 RANDALL OLIPHANT For For
8 WILLIAM WALLACE For For
02 ON THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP, Management For For
CHARTERED ACCOUNTANTS, AS AUDITORS OF THE CORPORATION
AT SUCH REMUNERATION AS MAY BE APPROVED BY THE AUDIT
COMMITTEE OF THE BOARD OF DIRECTORS OF THE CORPORATION:
03 ON THE RENEWAL AND APPROVAL OF THE CORPORATION'S STOCK Management For For
OPTION PLAN AS SET FORTH IN THE INFORMATION CIRCULAR OF
THE CORPORATION DATED MARCH 26, 2012.
DREAMS, INC.
SECURITY 261983209 MEETING TYPE Special
TICKER SYMBOL DRJ MEETING DATE 06-Jun-2012
ISIN US2619832098 AGENDA 933636702 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. TO APPROVE AND ADOPT THE AMENDED AND RESTATED AGREEMENT Management For For
AND PLAN OF MERGER, DATED AS OF APRIL 13, 2012, BY AND
AMONG FANATICS, INC., SWEET TOOTH ACQUISITION CORP. AND
DREAMS, INC., AND APPROVE THE TRANSACTIONS CONTEMPLATED
THEREBY, INCLUDING THE MERGER.
2. TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR Management For For
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE
NOT SUFFICIENT VOTES IN FAVOR OF ADOPTING THE AMENDED
AND RESTATED AGREEMENT AND PLAN OF MERGER AND APPROVING
THE TRANSACTIONS CONTEMPLATED THEREBY AT THE TIME OF
THE SPECIAL MEETING.
INTERNATIONAL POWER PLC
SECURITY G4890M109 MEETING TYPE Court Meeting
TICKER SYMBOL MEETING DATE 07-Jun-2012
ISIN GB0006320161 AGENDA 703825844 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
CMMT PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR Non-Voting
THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN "FOR" AND
"AGAINST" ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR
THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE
ISSUER OR-ISSUERS AGENT.
1 To approve the proposed Scheme of Arrangement set out Management For For
in the notice convening the Court Meeting dated
14-May-12
INTERNATIONAL POWER PLC
SECURITY G4890M109 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 07-Jun-2012
ISIN GB0006320161 AGENDA 703825856 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN Non-Voting
MEETING TYPE FROM CRT TO-OGM. IF YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY F-ORM
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
1 To approve the implementation of the Scheme of Management For For
Arrangement
2 To approve the buy back of the Deferred Shares pursuant Management For For
to the Deferred Shares SPA
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
SECURITY 256743105 MEETING TYPE Annual
TICKER SYMBOL DTG MEETING DATE 07-Jun-2012
ISIN US2567431059 AGENDA 933623604 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. DIRECTOR Management
1 THOMAS P. CAPO For For
2 MARYANN N. KELLER For For
3 HON. EDWARD C. LUMLEY For For
4 RICHARD W. NEU For For
5 JOHN C. POPE For For
6 SCOTT L. THOMPSON For For
2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
FISCAL YEAR 2012.
3. ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED Management Abstain Against
EXECUTIVE OFFICERS.
4. APPROVAL OF AMENDMENTS TO THE DOLLAR THRIFTY AUTOMOTIVE Management For For
GROUP, INC. SECOND AMENDED AND RESTATED LONG-TERM
INCENTIVE PLAN AND DIRECTOR EQUITY PLAN.
5. APPROVAL OF AN AMENDMENT TO DOLLAR THRIFTY AUTOMOTIVE Management For For
GROUP, INC.'S CERTIFICATE OF INCORPORATION TO INCREASE
THE AUTHORIZED COMMON SHARE CAPITAL.
HEELYS, INC
SECURITY 42279M107 MEETING TYPE Annual
TICKER SYMBOL HLYS MEETING DATE 07-Jun-2012
ISIN US42279M1071 AGENDA 933627450 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. DIRECTOR Management
1 JERRY R. EDWARDS For For
2 PATRICK F. HAMNER For For
3 THOMAS C. HANSEN For For
4 GARY L. MARTIN For For
5 N.R. MCGEACHY, III For For
6 GLENN M. NEBLETT For For
7 RALPH T. PARKS For For
8 RICHARD F. STRUP For For
2. RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP Management For For
AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDED 2012.
BIOGEN IDEC INC.
SECURITY 09062X103 MEETING TYPE Annual
TICKER SYMBOL BIIB MEETING DATE 08-Jun-2012
ISIN US09062X1037 AGENDA 933618843 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1A. ELECTION OF DIRECTOR: CAROLINE D. DORSA Management For For
1B. ELECTION OF DIRECTOR: STELIOS PAPADOPOULOS Management For For
1C. ELECTION OF DIRECTOR: GEORGE A. SCANGOS Management For For
1D. ELECTION OF DIRECTOR: LYNN SCHENK Management For For
1E. ELECTION OF DIRECTOR: ALEXANDER J. DENNER Management For For
1F. ELECTION OF DIRECTOR: NANCY L. LEAMING Management For For
1G. ELECTION OF DIRECTOR: RICHARD C. MULLIGAN Management For For
1H. ELECTION OF DIRECTOR: ROBERT W. PANGIA Management For For
1I. ELECTION OF DIRECTOR: BRIAN S. POSNER Management For For
1J. ELECTION OF DIRECTOR: ERIC K. ROWINSKY Management For For
1K. ELECTION OF DIRECTOR: STEPHEN A. SHERWIN Management For For
1L. ELECTION OF DIRECTOR: WILLIAM D. YOUNG Management For For
2. TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP Management For For
AS BIOGEN IDEC'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31,
2012.
3. SAY ON PAY - AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. Management Abstain Against
4. TO APPROVE AN AMENDMENT TO BIOGEN IDEC'S AMENDED AND Management For For
RESTATED CERTIFICATE OF INCORPORATION ESTABLISHING
DELAWARE AS EXCLUSIVE FORUM FOR CERTAIN DISPUTES.
5. TO APPROVE AN AMENDMENT TO BIOGEN IDEC'S SECOND AMENDED Management For For
AND RESTATED BYLAWS PERMITTING HOLDERS OF AT LEAST 25%
OF COMMON STOCK TO CALL SPECIAL MEETINGS.
UNITED RENTALS, INC.
SECURITY 911363109 MEETING TYPE Annual
TICKER SYMBOL URI MEETING DATE 08-Jun-2012
ISIN US9113631090 AGENDA 933634722 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1A. ELECTION OF DIRECTOR: JENNE K. BRITELL Management For For
1B. ELECTION OF DIRECTOR: JOSE B. ALVAREZ Management For For
1C. ELECTION OF DIRECTOR: BOBBY J. GRIFFIN Management For For
1D. ELECTION OF DIRECTOR: MICHAEL J. KNEELAND Management For For
1E. ELECTION OF DIRECTOR: PIERRE E. LEROY Management For For
1F. ELECTION OF DIRECTOR: SINGLETON B. MCALLISTER Management For For
1G. ELECTION OF DIRECTOR: BRIAN D. MCAULEY Management For For
1H. ELECTION OF DIRECTOR: JOHN S. MCKINNEY Management For For
1I. ELECTION OF DIRECTOR: JAMES H. OZANNE Management For For
1J. ELECTION OF DIRECTOR: JASON D. PAPASTAVROU Management For For
1K. ELECTION OF DIRECTOR: FILIPPO PASSERINI Management For For
1L. ELECTION OF DIRECTOR: DONALD C. ROOF Management For For
1M. ELECTION OF DIRECTOR: KEITH WIMBUSH Management For For
2. AMENDMENT TO OUR AMENDED AND RESTATED 2010 LONG TERM Management For For
INCENTIVE PLAN
3. RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM
4. RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED Management Abstain Against
EXECUTIVE OFFICERS ON AN ADVISORY BASIS
5. STOCKHOLDER PROPOSAL REGARDING "EXCLUSIVE FORUM" BYLAW Shareholder Against For
MGM RESORTS INTERNATIONAL
SECURITY 552953101 MEETING TYPE Annual
TICKER SYMBOL MGM MEETING DATE 12-Jun-2012
ISIN US5529531015 AGENDA 933618691 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1 DIRECTOR Management
1 ROBERT H. BALDWIN For For
2 WILLIAM A. BIBLE For For
3 BURTON M. COHEN For For
4 WILLIE D. DAVIS For For
5 ALEXIS M. HERMAN For For
6 ROLAND HERNANDEZ For For
7 ANTHONY MANDEKIC For For
8 ROSE MCKINNEY-JAMES For For
9 JAMES J. MURREN For For
10 DANIEL J. TAYLOR For For
2 TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS THE Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
YEAR ENDING DECEMBER 31, 2012.
3 TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF Management Abstain Against
THE COMPANY'S NAMED EXECUTIVE OFFICERS.
SUREWEST COMMUNICATIONS
SECURITY 868733106 MEETING TYPE Special
TICKER SYMBOL SURW MEETING DATE 12-Jun-2012
ISIN US8687331061 AGENDA 933630104 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. TO APPROVE THE MERGER AGREEMENT, THE MERGER CERTIFICATE Management For For
AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING
THE FIRST MERGER.
2. TO APPROVE, BY AN ADVISORY VOTE, THE CHANGE IN CONTROL Management Abstain Against
SEVERANCE PAYMENTS OF THE NAMED EXECUTIVE OFFICERS.
3. TO APPROVE THE ADJOURNMENT OR POSTPONEMENT OF THE Management For For
SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO
SOLICIT ADDITIONAL PROXIES.
RHOEN KLINIKUM AG, BAD NEUSTADT
SECURITY D6530N119 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 13-Jun-2012
ISIN DE0007042301 AGENDA 703801349 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS Non-Voting
OF INTEREST IN CONNECTI-ON WITH SPECIFIC ITEMS OF THE
AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTIT-LED TO
EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT
MIGHT BE EXCLUD-ED WHEN YOUR SHARE IN VOTING RIGHTS HAS
REACHED CERTAIN THRESHOLDS AND YOU HAV-E NOT COMPLIED
WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS
PURSUANT-TO THE GERMAN SECURITIES TRADING ACT (WHPG).
FOR QUESTIONS IN THIS REGARD PLE-ASE CONTACT YOUR
CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU
DO NO-T HAVE ANY INDICATION REGARDING SUCH CONFLICT OF
INTEREST, OR ANOTHER EXCLUSIO-N FROM VOTING, PLEASE
SUBMIT YOUR VOTE AS USUAL. THANK YOU.
PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS MEETING Non-Voting
IS 23 MAY 2012, WHEREAS-THE MEETING HAS BEEN SETUP
USING THE ACTUAL RECORD DATE-1 BUSINESS DAY. THIS-IS
DONE TO ENSURE THAT ALL POSITIONS REPORTED ARE IN
CONCURRENCE WITH THE GERM-AN LAW. THANK YOU.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 29 MAY 2012. Non-Voting
FURTHER INFORMATION ON C-OUNTER PROPOSALS CAN BE FOUND
DIRECTLY ON THE ISSUER'S WEBSITE (PLEASE REFER T-O THE
MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH
TO ACT ON THESE IT-EMS, YOU WILL NEED TO REQUEST A
MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY A-T THE
COMPANY'S MEETING. COUNTER PROPOSALS CANNOT BE
REFLECTED IN THE BALLOT O-N PROXYEDGE.
1. Presentation of the approved Annual Financial Non-Voting
Statements and the Consolidated-Financial Statements
for the year ended 31 December 2011, as well as the
Manag-ement Reports on the situation of the Company and
of the Group for financial y-ear 2011 (including the
notes on the disclosures pursuant to sections 289
(4)-and (5), 315 (4) of the German Commercial Code
(Handelsgesetzbuch, HGB), respe-ctively, for financial
year 2011) and the Report of the Supervisory Board
for-financial year 2011
2. Resolution on the appropriation of the net Management For For
distributable profit
3.1 Resolution on formal approval of the actions of the Management For For
members of the Board of Management for financial year
2011: Wolfgang Pfoehler
3.2 Resolution on formal approval of the actions of the Management For For
members of the Board of Management for financial year
2011: Volker Feldkamp
3.3 Resolution on formal approval of the actions of the Management For For
members of the Board of Management for financial year
2011: Dr. Erik Hamann
3.4 Resolution on formal approval of the actions of the Management For For
members of the Board of Management for financial year
2011: Wolfgang Kunz
3.5 Resolution on formal approval of the actions of the Management For For
members of the Board of Management for financial year
2011: Martin Menger
3.6 Resolution on formal approval of the actions of the Management For For
members of the Board of Management for financial year
2011: Dr. Irmgard Stippler
3.7 Resolution on formal approval of the actions of the Management For For
members of the Board of Management for financial year
2011: Dr. Christoph Straub
4.1 Resolution on formal approval of the actions of the Management For For
members of the Supervisory Board for financial year
2011: Eugen Muench
4.2 Resolution on formal approval of the actions of the Management For For
members of the Supervisory Board for financial year
2011: Joachim Lueddecke
4.3 Resolution on formal approval of the actions of the Management For For
members of the Supervisory Board for financial year
2011: Wolfgang Muendel
4.4 Resolution on formal approval of the actions of the Management For For
members of the Supervisory Board for financial year
2011: Peter Berghoefer
4.5 Resolution on formal approval of the actions of the Management For For
members of the Supervisory Board for financial year
2011: Bettina Boettcher
4.6 Resolution on formal approval of the actions of the Management For For
members of the Supervisory Board for financial year
2011: Sylvia Buehler
4.7 Resolution on formal approval of the actions of the Management For For
members of the Supervisory Board for financial year
2011: Helmut Buehner
4.8 Resolution on formal approval of the actions of the Management For For
members of the Supervisory Board for financial year
2011: Professor Dr. Gerhard Ehninger
4.9 Resolution on formal approval of the actions of the Management For For
members of the Supervisory Board for financial year
2011: Stefan Haertel
4.10 Resolution on formal approval of the actions of the Management For For
members of the Supervisory Board for financial year
2011: Caspar von Hauenschild
4.11 Resolution on formal approval of the actions of the Management For For
members of the Supervisory Board for financial year
2011: Detlef Klimpe
4.12 Resolution on formal approval of the actions of the Management For For
members of the Supervisory Board for financial year
2011: Professor Dr. Dr. sc. (Havard) Karl W. Lauterbach
4.13 Resolution on formal approval of the actions of the Management For For
members of the Supervisory Board for financial year
2011: Michael Mendel
4.14 Resolution on formal approval of the actions of the Management For For
members of the Supervisory Board for financial year
2011: Dr. Ruediger Merz
4.15 Resolution on formal approval of the actions of the Management For For
members of the Supervisory Board for financial year
2011: Dr. Brigitte Mohn
4.16 Resolution on formal approval of the actions of the Management For For
members of the Supervisory Board for financial year
2011: Annett Mueller
4.17 Resolution on formal approval of the actions of the Management For For
members of the Supervisory Board for financial year
2011: Jens-Peter Neumann
4.18 Resolution on formal approval of the actions of the Management For For
members of the Supervisory Board for financial year
2011: Werner Prange
4.19 Resolution on formal approval of the actions of the Management For For
members of the Supervisory Board for financial year
2011: Professor Dr. Jan Schmitt
4.20 Resolution on formal approval of the actions of the Management For For
members of the Supervisory Board for financial year
2011: Georg Schutze-Ziehaus
4.21 Resolution on formal approval of the actions of the Management For For
members of the Supervisory Board for financial year
2011: Dr. Rudolf Schwab
5. Election of the statutory auditor for financial year Management For For
2012: PricewaterhouseCoopers Aktiengesellschaft
Wirtschaftsprufungsgesellschaft, Frankfurt am Main
6. Resolution on a new authorisation to purchase and use Management Against Against
treasury shares pursuant to section 71(1) no.8 of the
AktG as well as on the exclusion of subscription rights
SCMP GROUP LTD
SECURITY G7867B105 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 15-Jun-2012
ISIN BMG7867B1054 AGENDA 703750744 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN Non-Voting
FAVOR' OR 'AGAINST' FOR-ALL RESOLUTIONS. THANK YOU.
CMMT PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY Non-Voting
CLICKING ON THE URL LINK:-
http://www.hkexnews.hk/listedco/listconews/sehk/
2012/0423/LTN20120423467.pdf
1 To adopt the Audited Financial Statements and the Management For For
Directors' Report and Independent Auditor's Report for
the year ended 31 December 2011
2 To approve the payment of a final dividend Management For For
3 To re-elect Ms. Kuok Hui Kwong as Executive Director Management For For
4 To re-elect Dr. the Hon. Sir David Li Kwok Po as Management For For
Independent Non-executive Director
5 To re-elect Mr. Roberto V. Ongpin as Non-executive Management For For
Director
6 To authorise the Board to fix Directors' fee Management For For
7 To re-appoint PricewaterhouseCoopers as Auditor and Management For For
authorise the Board to fix their remuneration
8.A To approve the amendments to the Bye-Laws of the Management For For
Company in terms of the proposed special resolution set
out in item 8A in the notice of the meeting: 1.(A),
1.(C),1.(D), 44, 63, 70, 70A, 71, 72, 73, 81, 87.(B),
98.(H)(iii), 102, 104, 144, 162.(B), 162.(C), 163.(C),
167.(A), 167.(B),169, 178
8.B To approve and adopt the consolidated version of the Management For For
Bye-Laws of the Company in terms of the proposed
special resolution set out in item 8B in the notice of
the meeting
9 To grant a general mandate to the Directors to issue Management For For
shares in terms of the proposed ordinary resolution set
out in item 9 in the notice of the meeting
10 To grant a general mandate to the Directors to Management For For
repurchase shares in terms of the proposed ordinary
resolution set out in item 10 in the notice of the
meeting
11 To grant a general mandate to the Directors to add Management For For
repurchased shares to the share issue general mandate
in terms of the proposed ordinary resolution set out in
item 11 in the notice of the meeting
TRELAWNEY MINING AND EXPLORATION INC.
SECURITY 89472X109 MEETING TYPE Special
TICKER SYMBOL TWNNF MEETING DATE 15-Jun-2012
ISIN CA89472X1096 AGENDA 933645600 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 THE ARRANGEMENT RESOLUTION (THE "ARRANGEMENT Management For For
RESOLUTION"), THE TEXT OF WHICH IS ATTACHED AS APPENDIX
B TO THE MANAGEMENT INFORMATION CIRCULAR DATED MAY 15,
2012, AS MAY BE AMENDED OR SUPPLEMENTED (THE
"CIRCULAR"), APPROVING THE ARRANGEMENT TO BE EFFECTED
BY WAY OF PLAN OF ARRANGEMENT PURSUANT TO SECTION 182
OF THE BUSINESS CORPORATIONS ACT (ONTARIO) INVOLVING,
AMONG OTHERS, THE COMPANY AND 2324010 ONTARIO INC., A
WHOLLY-OWNED SUBSIDIARY OF IAMGOLD CORPORATION.
CABLE & WIRELESS WORLDWIDE PLC, BRACKNELL
SECURITY G1839Y103 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 18-Jun-2012
ISIN GB00B5WB0X89 AGENDA 703836772 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1 That: (A) for the purpose of giving effect to the Management For For
scheme of arrangement dated 21 May 2012 (the "Scheme")
proposed to be made between the Company and holders of
Scheme Shares (as defined in the Scheme): (i) the
directors of the Company be authorised to take all such
action as they may consider necessary or appropriate
for carrying the Scheme into effect; (ii) the share
capital of the Company be reduced by cancelling and
extinguishing all the Scheme Shares (as defined in the
Scheme); (iii) following the capital reduction: (a) the
share capital of the Company be increased to its former
amount by the issue of new ordinary shares of five
pence each; and (b) the reserve arising in the books of
account of the Company as a result of the cancellation
of the Scheme Shares be applied in paying up in full
the new ordinary shares; CONTD
CONT CONTD and (iv) the directors be authorised for the Non-Voting
purposes of section 551 of-the Companies Act 2006 to
allot the new ordinary shares; and (B) the articles-of
association of the Company be amended on the terms
described in the notice-of the General Meeting
CABLE & WIRELESS WORLDWIDE PLC, BRACKNELL
SECURITY G1839Y103 MEETING TYPE Court Meeting
TICKER SYMBOL MEETING DATE 18-Jun-2012
ISIN GB00B5WB0X89 AGENDA 703837572 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
CMMT PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR Non-Voting
THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN "FOR" AND
"AGAINST" ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR
THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE
ISSUER OR-ISSUERS AGENT.
1 For the purpose of considering and, if thought fit, Management For For
approving (with or without modification) a scheme of
arrangement pursuant to Part 26 of the Companies Act
2006 dated 21 May 2012 (the "Scheme of Arrangement")
proposed to be made between Cable & Wireless Worldwide
plc (the "Company") and the holders of Scheme Shares
(as so defined)
ARDEA BIOSCIENCES, INC.
SECURITY 03969P107 MEETING TYPE Special
TICKER SYMBOL RDEA MEETING DATE 19-Jun-2012
ISIN US03969P1075 AGENDA 933645268 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF Management For For
APRIL 21, 2012, BY AND AMONG ARDEA BIOSCIENCES, INC.
("ARDEA"), ZENECA INC., A WHOLLY OWNED SUBSIDIARY OF
ASTRAZENECA PLC, AND QAM CORP., A WHOLLY OWNED
SUBSIDIARY OF ZENECA INC.
2. TO APPROVE ON AN ADVISORY, NON-BINDING BASIS THE Management Abstain Against
COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO
ARDEA'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE
MERGER, INCLUDING THE AGREEMENTS AND UNDERSTANDINGS
PURSUANT TO WHICH SUCH COMPENSATION MAY BE PAID OR
BECOME PAYABLE.
3. TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF Management For For
NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE
NOT SUFFICIENT VOTES IN FAVOR OF PROPOSAL NO. 1.
ALEO SOLAR AG, OLDENBURG
SECURITY D03137102 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 20-Jun-2012
ISIN DE000A0JM634 AGENDA 703819524 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS Non-Voting
OF INTEREST IN CONNECTI-ON WITH SPECIFIC ITEMS OF THE
AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTIT-LED TO
EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT
MIGHT BE EXCLUD-ED WHEN YOUR SHARE IN VOTING RIGHTS HAS
REACHED CERTAIN THRESHOLDS AND YOU HAV-E NOT COMPLIED
WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS
PURSUANT-TO THE GERMAN SECURITIES TRADING ACT (WHPG).
FOR QUESTIONS IN THIS REGARD PLE-ASE CONTACT YOUR
CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU
DO NO-T HAVE ANY INDICATION REGARDING SUCH CONFLICT OF
INTEREST, OR ANOTHER EXCLUSIO-N FROM VOTING, PLEASE
SUBMIT YOUR VOTE AS USUAL. THANK YOU.
For German registered shares, the shares have to be Non-Voting
registered within the comp-any's shareholder book.
Depending on the processing of the local sub
custodian-if a client wishes to withdraw its voting
instruction due to intentions to tr-ade/lend their
stock, a Take No Action vote must be received by the
vote deadl-ine as displayed on ProxyEdge to facilitate
de-registration of shares from the-company's
shareholder book. Any Take No Action votes received
after the vote-deadline will only be forwarded and
processed on a best effort basis. Please c-ontact your
client services representative if you require further
information.-Thank you.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 05 JUN 2012. Non-Voting
FURTHER INFORMATION ON C-OUNTER PROPOSALS CAN BE FOUND
DIRECTLY ON THE ISSUER'S WEBSITE (PLEASE REFER T-O THE
MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH
TO ACT ON THESE IT-EMS, YOU WILL NEED TO REQUEST A
MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY A-T THE
COMPANY'S MEETING. COUNTER PROPOSALS CANNOT BE
REFLECTED IN THE BALLOT O-N PROXYEDGE.
1. Presentation of the adopted annual financial statements Non-Voting
of aleo solar AG as at-31 December 2011, the approved
consolidated financial statements as at 31 Dec-ember
2011, the management report for aleo solar AG and the
Group, including t-he Management Board's explanatory
report on the disclosures pursuant to sectio-n 289 (4)
and (5) and section 315 (4) German Commercial Code
(Handelsgesetzbuc-h - HGB) as well as the report of the
Supervisory Board
2. Resolution on formal approval of the actions of the Management For For
members of the Management Board
3. Resolution on formal approval of the actions of the Management For For
members of the Supervisory Board
4. Resolution on the appointment of the auditor of the Management For For
annual financial statements and the auditor of the
consolidated financial statements for the 2012
financial year as well as of the auditor tasked with
the review of the interim financial statements
5. Resolution on the election of a new Supervisory Board Management For For
member: Mr Christoph Kubel
6. Resolution on the amendment of the Articles of Management For For
Association to adjust the rule prohibiting the
recording of changes in share ownership: Article 17
COVE ENERGY PLC, LONDON
SECURITY G2553L103 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 20-Jun-2012
ISIN GB0034353531 AGENDA 703862056 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1 To receive and adopt the report of the directors and Management For For
the financial statements of the Company for the year
ending 31 December 2011 together with the report of the
auditors thereon
2 To re-elect Steve Staley and Frank Moxon who retire by Management For For
rotation and, being eligible, offer themselves for
re-election, as directors of the Company
3 To reappoint Mazars LLP as auditors of the Company and Management For For
to authorise the directors to fix their remuneration
4 To grant the Directors authority to allot shares Management For For
generally
5 To disapply the statutory pre-emption provisions Management Against Against
HERITAGE OIL PLC, ST HELIER
SECURITY G4509M102 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 21-Jun-2012
ISIN JE00B2Q4TN56 AGENDA 703840466 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1 To receive the Director's Report and the financial Management For For
statements of the Company for the year ended 31
December 2011, together with the report of the auditors
2 To approve the Directors' Remuneration Report contained Management For For
in the financial statements and reports of the company
for the year ended 31 December 2011
3 To re-appoint KPMG Audit Plc as auditors of the Company Management For For
4 To authorize the Directors to determine the Management For For
remuneration of the auditors
5 To re-elect Michael Hibberd as a Director of the company Management For For
6 To re-elect Anthony Duckingham as a Director of the Management For For
company
7 To re-elect Paul Atherton as a Director of the company Management For For
8 To re-elect General Sir Michael Wilkes as a Director of Management For For
the company
9 To re-elect John McLeod as a Director of the Company Management For For
10 To re-elect Gregory Turnbull Q.C. as a Director of the Management For For
company
11 To elect Carmen Rodriguez as a Director of the company Management For For
12 To elect Colonel Mark Erwin as a Director of the company Management For For
13 To approve the Waiver granted by the Panel Management For For
14 To renew the authority conferred on the Directors by Management For For
Article 10.4 of the Articles of Association of the
company
15 That the company is generally and unconditionally Management For For
authorised to use electronic means to convey
information to its shareholders
ERESEARCH TECHNOLOGY, INC.
SECURITY 29481V108 MEETING TYPE Special
TICKER SYMBOL ERT MEETING DATE 22-Jun-2012
ISIN US29481V1089 AGENDA 933646486 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. TO CONSIDER AND VOTE UPON A PROPOSAL TO ADOPT THE Management For For
AGREEMENT AND PLAN OF MERGER, DATED AS OF APRIL 9,
2012, BY AND AMONG THE COMPANY, EXPLORER HOLDINGS, INC.
AND EXPLORER ACQUISITION CORP., A WHOLLY-OWNED
SUBSIDIARY OF EXPLORER HOLDINGS, INC.
2. TO CAST A NON-BINDING ADVISORY VOTE TO APPROVE THE Management Abstain Against
"GOLDEN PARACHUTE" COMPENSATION THAT MAY BE PAYABLE TO
THE COMPANY'S NAMED EXECUTIVE OFFICERS IN CONNECTION
WITH THE MERGER.
3. TO CONSIDER AND VOTE UPON A PROPOSAL TO APPROVE ONE OR Management For For
MORE ADJOURNMENTS OF THE SPECIAL MEETING, IF NECESSARY
OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES TO
APPROVE THE PROPOSAL TO ADOPT THE MERGER AGREEMENT.
ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LTD
SECURITY G0534R108 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 26-Jun-2012
ISIN BMG0534R1088 AGENDA 703845606 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
CMMT PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY Non-Voting
CLICKING ON THE URL LINK:-
http://www.hkexnews.hk/listedco/listconews/sehk/
2012/0524/LTN20120524262.pdf
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN Non-Voting
FAVOR' OR 'AGAINST' FOR-ALL RESOLUTIONS. THANK YOU.
1 To receive and approve the audited consolidated Management For For
financial statements for the year ended 31 December
2011 and the reports of the Directors and auditors
thereon
2(a) To re-elect Mr. John F. Connelly as a Director Management For For
2(b) To re-elect Mr. Sherwood P. Dodge as a Director Management For For
2(c) To re-elect Mr. Peter Jackson as a Director Management For For
2(d) To re-elect Ms. Nancy KU as a Director Management For For
2(e) To re-elect Mr. MI Zeng Xin as a Director Management For For
2(f) To authorise the Board to fix the remuneration of the Management For For
directors
3 To re-appoint PricewaterhouseCoopers as auditors of the Management For For
Company and authorise the Board to fix their
remuneration for the year ending 31 December 2012
4 To grant a general mandate to the Directors to allot, Management For For
issue and dispose of new shares in the capital of the
Company
5 To grant a general mandate to the Directors to Management For For
repurchase shares of the Company
6 To extend, conditional upon the passing of Resolutions Management For For
(4) and (5), the general mandate to allot, issue and
dispose of new shares by adding the number of shares
repurchased
ENDESA SA, MADRID
SECURITY E41222113 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 26-Jun-2012
ISIN ES0130670112 AGENDA 703854768 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1 Review and approval of the annual financial statements Management For For
of the company and its consolidated group during the
period ending 31.12.11
2 Review and approval of the management performed by the Management For For
board for the company and its consolidated group during
the period ending 31.12.2011
3 Examination and approval of the corporate management Management For For
for 2011
4 Review and approval of the application of results and Management For For
dividend distribution for 2011
5 Ratification of the corporate website Management For For
6 Re-election of D.Andrea Brentan as board member Management For For
7 Re-election of D.Luigi Ferraris as board member Management For For
8 Dismissal of D.Claudio Machetti and appointment of Management For For
D.Massimo as board member
9 Elect Salvador Montejo Velilla as Director Management For For
10 Information about the amendment of board regulations Management For For
11 Consultative report on the remuneration policy of the Management For For
board members
12 Delegation of powers Management For For
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN Non-Voting
TEXT OF RESOLUTION 9. IF-YOU HAVE ALREADY SENT IN YOUR
VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLE-SS YOU
DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
KNOLOGY, INC.
SECURITY 499183804 MEETING TYPE Special
TICKER SYMBOL KNOL MEETING DATE 26-Jun-2012
ISIN US4991838040 AGENDA 933651778 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF Management For For
APRIL 18, 2012 AND AS IT MAY BE AMENDED OR
SUPPLEMENTED, BY AND AMONG WIDEOPENWEST FINANCE, LLC,
KINGSTON MERGER SUB, INC. AND KNOLOGY, INC.
2. TO APPROVE ON AN ADVISORY (NON-BINDING) BASIS THE Management Abstain Against
COMPENSATION PAYABLE TO CERTAIN EXECUTIVE OFFICERS OF
KNOLOGY UNDER EXISTING ARRANGEMENTS IN CONNECTION WITH
THE MERGER.
3. TO APPROVE ONE OR MORE ADJOURNMENTS OF THE SPECIAL Management For For
MEETING, IF NECESSARY OR APPROPRIATE, INCLUDING
ADJOURNMENTS TO PERMIT FURTHER SOLICITATION OF PROXIES
IN FAVOR OR PROPOSAL 1.
SYNAGEVA BIOPHARMA CORP.
SECURITY 87159A103 MEETING TYPE Annual
TICKER SYMBOL GEVA MEETING DATE 27-Jun-2012
ISIN US87159A1034 AGENDA 933638441 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. DIRECTOR Management
1 SANJ K. PATEL For For
2 FELIX J. BAKER For For
3 STEPHEN R. BIGGAR For For
4 STEPHEN R. DAVIS For For
5 THOMAS R. MALLEY For For
6 BARRY QUART For For
7 THOMAS J. TISCH For For
8 PETER WIRTH For For
2. APPROVAL OF THE AMENDMENTS TO SYNAGEVA'S 2005 STOCK Management Against Against
PLAN, WHICH INCREASE THE NUMBER OF SHARES OF COMMON
STOCK AVAILABLE FOR ISSUANCE BY 1,500,000 SHARES
(SUBJECT TO ADJUSTMENT IN THE EVENT OF STOCK SPLITS AND
OTHER SIMILAR EVENTS).
3. APPROVAL OF SYNAGEVA'S 2012 EMPLOYEE STOCK PURCHASE Management For For
PLAN.
4. RATIFICATION OF APPOINTMENT BY THE BOARD OF DIRECTORS Management For For
OF PRICEWATERHOUSECOOPERS LLP AS SYNAGEVA'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
CHINA HUIYUAN JUICE GROUP LTD
SECURITY G21123107 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 29-Jun-2012
ISIN KYG211231074 AGENDA 703874962 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
CMMT PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY Non-Voting
CLICKING ON THE URL LINK:-
http://www.hkexnews.hk/listedco/listconews/sehk/
2012/0531/LTN20120531034.pdf
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN Non-Voting
FAVOR' OR 'AGAINST' FOR-ALL RESOLUTIONS. THANK YOU.
1 To receive, consider and approve the audited financial Management For For
statements and the reports of directors and auditors
for the year ended 31 December 2011
2.a To re-elect Mr. Zhu Xinli as director and authorise the Management For For
board of directors of the Company to fix his
remuneration
2.b To re-elect Mr. Lee Wen-chieh as director and authorise Management For For
the board of directors of the Company to fix her
remuneration
2.c To elect Mr. Leung Man Kit Michael as director and Management For For
authorise the board of directors of the Company to fix
his remuneration
2.d To elect Mr. Zhao Chen as director and authorise the Management For For
board of directors of the Company to fix his
remuneration
3 To re-appoint PricewaterhouseCoopers as the auditors Management For For
and authorise the board of directors of the Company to
fix their remuneration
4 Ordinary resolutions No. 4 set out in the notice of Management For For
Annual General Meeting (to give general mandate to the
directors to repurchase shares in the Company not
exceeding 10% of the issued share capital of the
Company)
5 Ordinary resolutions No. 5 set out in the notice of Management For For
Annual General Meeting (to give a general mandate to
the director to allot, issue and deal with additional
shares not exceeding 20% of the issued share capital of
the Company)
6 Ordinary resolution No. 6 set out in the notice of Management For For
Annual General Meeting (to give a general mandate to
extend the general mandate to the directors to allot,
issue and deal with additional shares in the Company to
include the nominal amount of shares repurchased under
resolution No. 4, if passed)
THRANE & THRANE A/S, KONGENS LYNGBY
SECURITY K9569C105 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 29-Jun-2012
ISIN DK0010279215 AGENDA 703901252 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN
ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS,
PLEASE CONTACT YOUR CLIENT SERVICE-REPRESENTATIVE
CMMT PLEASE NOTE THAT IF THE CHAIRMAN OF THE BOARD OR A Non-Voting
BOARD MEMBER IS APPOINTED-AS PROXY, WHICH IS OFTEN THE
CASE, CLIENTS CAN ONLY EXPECT THEM TO
ACCEPT-PRO-MANAGEMENT VOTES. THE ONLY WAY TO GUARANTEE
THAT ABSTAIN AND/OR AGAINST-VOTES ARE REPRESENTED AT
THE MEETING IS TO SEND YOUR OWN REPRESENTATIVE. THE-
SUB CUSTODIAN BANKS OFFER REPRESENTATION SERVICES FOR
AN ADDED FEE IF-REQUESTED. THANK YOU
CMMT PLEASE BE ADVISED THAT SOME SUBCUSTODIANS IN DENMARK Non-Voting
REQUIRE THE SHARES TO BE-REGISTERED IN SEGREGATED
ACCOUNTS BY REGISTRATION DEADLINE IN ORDER TO-PROVIDE
VOTING SERVICE. PLEASE CONTACT YOUR GLOBAL CUSTODIAN TO
FIND OUT IF-THIS REQUIREMENT APPLIES TO YOUR SHARES
AND, IF SO, YOUR SHARES ARE-REGISTERED IN A SEGREGATED
ACCOUNT FOR THIS GENERAL MEETING.
1 To elect members to the Board of Directors Lockman Management For For
Electronic Holdings Ltd. proposes that all
shareholder-elected board members be replaced by
candidates to be nominated by Lockman Electronic
Holdings Ltd
2 To pass a resolution to delist the company's shares Management For For
from NASDAQ OMX Copenhagen A/S
SOLUTIA INC.
SECURITY 834376501 MEETING TYPE Special
TICKER SYMBOL SOA MEETING DATE 29-Jun-2012
ISIN US8343765017 AGENDA 933648416 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF JANUARY 26, 2012, AS IT MAY BE AMENDED FROM
TIME TO TIME, BY AND AMONG SOLUTIA INC., EASTMAN
CHEMICAL COMPANY AND EAGLE MERGER SUB CORPORATION.
2. PROPOSAL TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, Management Abstain Against
COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO
SOLUTIA INC.'S NAMED EXECUTIVE OFFICERS THAT IS BASED
ON OR OTHERWISE RELATES TO THE MERGER.
3. PROPOSAL TO APPROVE THE ADJOURNMENT OF THE SPECIAL Management For For
MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF
THERE ARE NOT SUFFICIENT VOTES TO ADOPT THE MERGER
AGREEMENT AT THE TIME OF THE SPECIAL MEETING.
PRESTIGE BRANDS HOLDINGS, INC.
SECURITY 74112D101 MEETING TYPE Annual
TICKER SYMBOL PBH MEETING DATE 29-Jun-2012
ISIN US74112D1019 AGENDA 933650815 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
1. DIRECTOR Management
1 MATTHEW M. MANNELLY For For
2 JOHN E. BYOM For For
3 GARY E. COSTLEY For For
4 CHARLES J. HINKATY For For
5 PATRICK M. LONERGAN For For
2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP Management For For
AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
PRESTIGE BRANDS HOLDINGS, INC. FOR THE FISCAL YEAR
ENDING MARCH 31, 2013.
3. SAY ON PAY-AN ADVISORY VOTE ON THE RESOLUTION TO Management Abstain Against
APPROVE THE COMPENSATION OF PRESTIGE BRANDS HOLDINGS
INC.'S NAMED EXECUTIVE OFFICERS.
JAGUAR MINING INC.
SECURITY 47009M103 MEETING TYPE Annual
TICKER SYMBOL JAG MEETING DATE 29-Jun-2012
ISIN CA47009M1032 AGENDA 933657643 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------- ---------- --------- -----------
01 DIRECTOR Management
1 JOHN ANDREWS For For
2 ANDREW C. BURNS For For
3 GILMOUR CLAUSEN For For
4 RICHARD FALCONER For For
5 GARY E. GERMAN For For
6 ANTHONY F. GRIFFITHS For For
02 REAPPOINTMENT OF KPMG LLP AS AUDITORS AND AUTHORIZATION Management For For
OF THE DIRECTORS TO FIX THE REMUNERATION OF THE
AUDITORS.
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Registrant The GDL Fund
By (Signature and Title)* /s/ Bruce N. Alpert
--------------------------------------------
Bruce N. Alpert, Principal Executive Officer
Date August 22, 2012
* Print the name and title of each signing officer under his or her
signature.