================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number 811-21969
The GDL Fund (formerly, The Gabelli Global Deal 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, 2010 - June 30, 2011
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, 2010 TO JUNE 30, 2011
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 1
The GDL Fund
Investment Company Report
MENTOR GRAPHICS CORPORATION
SECURITY 587200106 MEETING TYPE Annual
TICKER SYMBOL MENT MEETING DATE 01-Jul-2010
ISIN US5872001061 AGENDA 933293146 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------- ---------- ---- -----------
01 DIRECTOR Management
1 PETER L. BONFIELD For For
2 MARSHA B. CONGDON For For
3 JAMES R. FIEBIGER For For
4 GREGORY K. HINCKLEY For For
5 KEVIN C. MCDONOUGH For For
6 PATRICK B. MCMANUS For For
7 WALDEN C. RHINES For For
8 FONTAINE K. RICHARDSON For For
02 PROPOSAL TO AMEND ARTICLE III OF THE COMPANY'S 1987 Management For For
RESTATED ARTICLES OF INCORPORATION, AS AMENDED,
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK FROM 200,000,000 TO 300,000,000.
03 PROPOSAL TO APPROVE THE COMPANY'S 2010 OMNIBUS Management Against Against
INCENTIVE PLAN.
04 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR ITS FISCAL YEAR ENDING
JANUARY 31, 2011.
SENORX, INC.
SECURITY 81724W104 MEETING TYPE Special
TICKER SYMBOL SENO MEETING DATE 01-Jul-2010
ISIN US81724W1045 AGENDA 933299059 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------------- ---------- ---- ------------
01 ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED Management For For
AS OF MAY 4, 2010, AS IT MAY BE AMENDED FROM TIME TO
TIME, AMONG C.R. BARD, INC., A NEW JERSEY
CORPORATION ("BARD"), RAPTOR ACQUISITION CORP., A
DELAWARE CORPORATION AND INDIRECT WHOLLY OWNED
SUBSIDIARY OF BARD, AND SENORX, INC., A DELAWARE
CORPORATION ("SENORX"), PURSUANT TO WHICH SENORX
WILL BE ACQUIRED BY BARD.
02 A PROPOSAL TO ADJOURN 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 AGREEMENT AND PLAN OF
MERGER.
CLIMATE EXCHANGE PLC
SECURITY G2311R103 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 02-Jul-2010
ISIN GB0033551168 AGENDA 702484332 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------------------------------- ---------- ---- -----------
S.1 Approve, for the purpose of giving effect to the Scheme of Management For For
Arrangement the Scheme , between the Company and the
holders of Scheme Shares as defined in the Scheme , as
specified, in its original form or subject to any modification(s),
addition(s), or condition(s) approved or imposed by the High Court
of Justice of the Isle of Man Court , with effect from the passing of
this resolution, the Articles of Association of the Company be
altered by the adoption and inclusion of the specified new Article
173
CLIMATE EXCHANGE PLC
SECURITY G2311R103 MEETING TYPE Court Meeting
TICKER SYMBOL MEETING DATE 02-Jul-2010
ISIN GB0033551168 AGENDA 702484914 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------------------------- ---------- ---- -----------
PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION Non-Voting
FOR THIS MEETING TYPE. PLE-ASE 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.
S.1 Approve the scheme of arrangement [the "Scheme of Management For For
Arrangement"] between the Company and the holders of scheme
shares, a print of which has been produced to this meeting and for
the purposes of identification signed by the chairman hereof, in its
original form or with or subject to any modification, addition or
condition approved or imposed by the court and authorize the
Directors of the Company to take all such action as they may
consider necessary or appropriate for carrying the scheme of
arrangement into effect
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 2
The GDL Fund
SEACLIFF CONSTRUCTION CORP.
SECURITY 81169Q109 MEETING TYPE Special
TICKER SYMBOL SCXFF MEETING DATE 09-Jul-2010
ISIN CA81169Q1090 AGENDA 933301943 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------------- ---------- ---- -----------
01 RESOLUTIONS IN THE FORM SET FORTH IN APPENDIX A OF Management For For
THE MANAGEMENT INFORMATION CIRCULAR OF SEACLIFF
DATED JUNE 9, 2010 (THE "CIRCULAR") TO APPROVE AN
ARRANGEMENT (THE "ARRANGEMENT") UNDER SECTION
288 OF THE BUSINESS CORPORATIONS ACT (BRITISH
COLUMBIA) INVOLVING, AMONG OTHER THINGS, THE
ACQUISITION BY 0880486 B.C. LTD., A CORPORATION THAT
IS WHOLLY-OWNED BY THE CHURCHILL CORPORATION, OF
ALL OF THE ISSUED AND OUTSTANDING COMMON SHARES
IN EXCHANGE FOR $17.14 IN CASH PER SHARE, ALL AS
MORE PARTICULARLY DESCRIBED IN THE CIRCULAR.
VIRTUAL RADIOLOGIC CORPORATION
SECURITY 92826B104 MEETING TYPE Special
TICKER SYMBOL VRAD MEETING DATE 12-Jul-2010
ISIN US92826B1044 AGENDA 933304420 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------- ---------- ---- -----------
01 APPROVAL AND ADOPTION OF THE AGREEMENT AND PLAN Management For For
OF MERGER, DATED AS OF MAY 16, 2010, BY AND AMONG
VIKING HOLDINGS LLC, VIKING ACQUISITION
CORPORATION AND VIRTUAL RADIOLOGIC CORPORATION
AND THE MERGER CONTEMPLATED THEREBY, AS IT MAY
BE AMENDED FROM TIME TO TIME.
02 APPROVAL OF THE ADJOURNMENT OR POSTPONEMENT OF Management For For
THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE,
TO SOLICIT ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT VOTES PROPERLY CAST AT THE TIME OF
THE MEETING TO APPROVE AND ADOPT THE AGREEMENT
AND PLAN OF MERGER.
ENZON PHARMACEUTICALS, INC.
SECURITY 293904108 MEETING TYPE Annual
TICKER SYMBOL ENZN MEETING DATE 13-Jul-2010
ISIN US2939041081 AGENDA 933301739 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------- ---------- ---- -----------
01 DIRECTOR Management
1 ROLF A. CLASSON* For For
2 ALEXANDER J. DENNER* For For
3 ROBERT LEBUHN* For For
4 HAROLD J. LEVY* For For
5 RICHARD C. MULLIGAN* For For
6 ROBERT C. SALISBURY* For For
7 THOMAS F. DEUEL, M.D.*$ For For
8 RICHARD A. YOUNG*$ For For
02 APPROVAL OF AMENDMENTS TO THE COMPANY'S Management For For
AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION AND AMENDED AND RESTATED BYLAWS
TO ELIMINATE THE CLASSIFICATION OF THE COMPANY'S
BOARD OF DIRECTORS.
03 STOCKHOLDER PROPOSAL RELATING TO ELIMINATION OF Management For For
THE CLASSIFICATION OF THE COMPANY'S BOARD OF
DIRECTORS.
04 RATIFICATION OF THE SELECTION OF KPMG LLP TO AUDIT Management For For
THE CONSOLIDATED FINANCIAL STATEMENTS OF THE
COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31,
2010.
ARROW ENERGY NL
SECURITY Q0538G107 MEETING TYPE Court Meeting
TICKER SYMBOL MEETING DATE 14-Jul-2010
ISIN AU000000AOE6 AGENDA 702516672 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------------------- ---------- ---- -----------
1 Approve, with or without modification as approved by the Court Management For For
and pursuant to and in accordance with Section 411 of the
Corporations Act, the Demerger Scheme, the terms of which are
contained in and more particularly described in the Demerger
Scheme Booklet of which the notice of the Demerger Scheme
Meeting forms part
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 3
The GDL Fund
ARROW ENERGY NL
SECURITY Q0538G107 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 14-Jul-2010
ISIN AU000000AOE6 AGENDA 702516709 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------- ---------- ---- -----------
VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting
PROPOSAL 2 AND VOTES CAST BY ANY INDIVIDUAL OR
RELATED PARTY WHO BENEFIT FROM THE PASSING OF
THE PROPOSAL/S WILL-BE DISREGARDED. HENCE, IF YOU
HAVE OBTAINED BENEFIT OR DO EXPECT TO OBTAIN FU-
TURE BENEFIT YOU SHOULD NOT VOTE (OR VOTE
"ABSTAIN") FOR THE RELEVANT PROPOSAL-ITEMS.
1. Approve, subject to and conditional on the Demerger Scheme Management For For
becoming effective and for the purposes of Section 256C(1) of the
Corporations Act: a) the share capital of Arrow be reduced on the
Demerger Implementation date by the sum of AUD 68,400,000
which such amount, subject to Paragraph (b), to be distributed by
Arrow to the holders of all the Arrow Shares on the Demerger
Scheme Record Date, on the basis of an equal amount for each
Arrow Share held by such holder on that date; and b) Arrow's
obligations under Paragraph (a) are to be satisfied by Arrow
applying the amount to be distributed to each holder of Arrow
Shares there under in accordance with the provisions of the
Demerger Scheme
2. Approve, for the purposes of ASX Listing Rules 6.23.2 and 6.23.3 Management For For
and for all other purposes: a) to amend the terms of the Arrow
Options to allow each Arrow Option to be cancelled; and b) to
amend the terms of each Arrow Option to allow such Arrow
Options that are unvested to be immediately exercisable, in each
case, subject to the Proviso being satisfied and in the manner
described in Section 9.10 of the Demerger Scheme Booklet of
which this notice of general meeting forms part including, without
limitation, by entering into an agreement with each holder of the
Arrow Options to give effect to this resolution and the matters set
out in Section 9.10 of the Demerger Scheme Booklet
ARROW ENERGY NL
SECURITY Q0538G107 MEETING TYPE Scheme Meeting
TICKER SYMBOL MEETING DATE 14-Jul-2010
ISIN AU000000AOE6 AGENDA 702524148 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------------------------- ---------- ---- ------------
1. Approve, pursuant to and in accordance with Section 411 of the Management For For
Corporations Act, the Acquisition Scheme, the terms of which are
contained in and more particularly described in the Acquisition
Scheme Booklet [of which this notice of Acquisition Scheme
Meeting forms part] is approved [with or without modification as
approved by the Court]
ARENA RESOURCES, INC.
SECURITY 040049108 MEETING TYPE Special
TICKER SYMBOL ARD MEETING DATE 16-Jul-2010
ISIN US0400491082 AGENDA 933276998 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------ ---------- ---- -----------
01 PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF APRIL 3, 2010, BY AND AMONG
ARENA, SANDRIDGE ENERGY, INC., A DELAWARE
CORPORATION, AND STEEL SUBSIDIARY CORPORATION, A
WHOLLY OWNED SUBSIDIARY OF SANDRIDGE ENERGY,
INC., PURSUANT TO WHICH STEEL SUBSIDIARY
CORPORATION WILL MERGE WITH AND INTO ARENA, ALL
AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
ARENA RESOURCES, INC.
SECURITY 040049108 MEETING TYPE Special
TICKER SYMBOL ARD MEETING DATE 16-Jul-2010
ISIN US0400491082 AGENDA 933304139 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------ ---------- ---- ------------
01 PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF APRIL 3, 2010, BY AND AMONG
ARENA, SANDRIDGE ENERGY, INC., A DELAWARE
CORPORATION, AND STEEL SUBSIDIARY CORPORATION, A
WHOLLY OWNED SUBSIDIARY OF SANDRIDGE ENERGY,
INC., PURSUANT TO WHICH STEEL SUBSIDIARY
CORPORATION WILL MERGE WITH AND INTO ARENA, ALL
AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
CYBERSOURCE CORPORATION
SECURITY 23251J106 MEETING TYPE Special
TICKER SYMBOL CYBS MEETING DATE 20-Jul-2010
ISIN US23251J1060 AGENDA 933301955 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------- ---------- ---- -----------
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF APRIL 20, 2010, BY AND AMONG
VISA INC., MARKET ST. CORP. AND CYBERSOURCE
CORPORATION, PURSUANT TO WHICH CYBERSOURCE
WILL BE ACQUIRED BY VISA.
02 PROPOSAL TO ADJOURN OR POSTPONE THE SPECIAL Management For For
MEETING TO A LATER DATE OR TIME, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN THE
EVENT THAT THERE ARE INSUFFICIENT VOTES AT THE
TIME OF SUCH ADJOURNMENT OR POSTPONEMENT TO
ADOPT THE AGREEMENT AND PLAN OF MERGER.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 4
The GDL Fund
INVENTIV HEALTH, INC.
SECURITY 46122E105 MEETING TYPE Special
TICKER SYMBOL VTIV MEETING DATE 21-Jul-2010
ISIN US46122E1055 AGENDA 933303745 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------- ---------- ---- -----------
01 A PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF MAY 6, 2010, AS IT MAY BE
AMENDED FROM TIME TO TIME, BY AND AMONG COMPANY,
PAPILLON HOLDINGS, INC., A DELAWARE CORPORATION,
AND PAPILLON ACQUISITION, INC., A DELAWARE
CORPORATION AND A WHOLLY-OWNED SUBSIDIARY OF
PAPILLON HOLDINGS, INC., A COPY OF WHICH IS
ATTACHED AS ANNEX A TO ACCOMPANYING PROXY
STATEMENT.
02 A PROPOSAL TO ADJOURN 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.
DOUBLE-TAKE SOFTWARE, INC.
SECURITY 258598101 MEETING TYPE Special
TICKER SYMBOL DBTK MEETING DATE 22-Jul-2010
ISIN US2585981010 AGENDA 933305333 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------------- ---------- ---- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF MAY 17, 2010, AS IT MAY BE AMENDED FROM
TIME TO TIME, BY AND AMONG DOUBLE-TAKE SOFTWARE,
INC., VISION SOLUTIONS, INC. AND HA MERGER SUB, INC.
(THE "AGREEMENT AND PLAN OF MERGER").
02 TO APPROVE AN ADJOURNMENT OF THE SPECIAL Management For For
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 AGREEMENT AND PLAN OF
MERGER.
SONICWALL, INC.
SECURITY 835470105 MEETING TYPE Special
TICKER SYMBOL SNWL MEETING DATE 23-Jul-2010
ISIN US8354701059 AGENDA 933305864 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------------- ---------- ---- -----------
01 TO APPROVE THE PRINCIPAL TERMS OF THE AGREEMENT Management For For
AND PLAN OF MERGER, DATED AS OF JUNE 2, 2010, AS MAY
BE AMENDED FROM TIME TO TIME, PURSUANT TO WHICH
PSM MERGER SUB, INC., WILL MERGE WITH AND INTO THE
COMPANY AND THE COMPANY WILL BE ACQUIRED BY PSM
HOLDINGS 2, INC., THE MERGER AND AGREEMENT OF
MERGER TO BE FILED WITH THE CALIFORNIA SECRETARY
OF STATE TO COMPLETE THE MERGER.
02 TO VOTE TO ADJOURN THE SPECIAL MEETING IF Management For For
NECESSARY OR APPROPRIATE.
NRG ENERGY, INC.
SECURITY 629377508 MEETING TYPE Annual
TICKER SYMBOL NRG MEETING DATE 28-Jul-2010
ISIN US6293775085 AGENDA 933300434 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------- ---------- ---- -----------
1A ELECTION OF DIRECTOR: KIRBYJON H. CALDWELL Management For For
1B ELECTION OF DIRECTOR: DAVID CRANE Management For For
1C ELECTION OF DIRECTOR: STEPHEN L. CROPPER Management For For
1D ELECTION OF DIRECTOR: KATHLEEN A. MCGINTY Management For For
1E ELECTION OF DIRECTOR: THOMAS H. WEIDEMEYER Management For For
02 APPROVAL OF THE NRG ENERGY, INC. AMENDED AND Management For For
RESTATED LONG-TERM INCENTIVE PLAN.
03 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS Management For For
NRG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
NATIONAL DENTEX CORPORATION
SECURITY 63563H109 MEETING TYPE Special
TICKER SYMBOL NADX MEETING DATE 29-Jul-2010
ISIN US63563H1095 AGENDA 933307046 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------- ---------- ---- -----------
01 THE ADOPTION AND APPROVAL OF THE AGREEMENT AND Management For For
PLAN OF MERGER, DATED AS OF APRIL 2, 2010, AMONG
GDC HOLDINGS, INC., A DELAWARE CORPORATION
("PARENT"), ROYAL ACQUISITION CORP., A DELAWARE
CORPORATION AND AN INDIRECT WHOLLY OWNED
SUBSIDIARY OF PARENT ("MERGER SUB"), AND NATIONAL
DENTEX CORPORATION, ALL AS MORE FULLY DESCRIBED
IN THE PROXY STATEMENT.
02 THE APPROVAL OF THE ADJOURNMENT OF THE SPECIAL Management For For
MEETING, IF NECESSARY, TO PERMIT NATIONAL DENTEX
CORPORATION TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE INSUFFICIENT VOTES TO ADOPT AND APPROVE THE
AGREEMENT AND PLAN OF MERGER.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 5
The GDL Fund
SCOTT WILSON GROUP PLC, BASINGSTOKE
SECURITY G79971100 MEETING TYPE Court Meeting
TICKER SYMBOL MEETING DATE 30-Jul-2010
ISIN GB00B0WM2V87 AGENDA 702545142 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------- ---------- ---- -----------
CMMT PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION Non-Voting
FOR 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 Approve the proposed Scheme of Arrangement referred to in the Management For For
notice convening the Court meeting dated 07 JUL 2010
SCOTT WILSON GROUP PLC, BASINGSTOKE
SECURITY G79971100 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 30-Jul-2010
ISIN GB00B0WM2V87 AGENDA 702545205 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------------------- ---------- ---- -----------
S.1 Approve the special resolution to give effect to the Scheme of Management For For
Arrangement dated 07 JUL 2010 as set out in the notice of
general meeting date 07 JUL 2010
ACXIOM CORPORATION
SECURITY 005125109 MEETING TYPE Annual
TICKER SYMBOL ACXM MEETING DATE 02-Aug-2010
ISIN US0051251090 AGENDA 933303377 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------- ---------- ---- -----------
1A ELECTION OF DIRECTOR: JERRY D. GRAMAGLIA Management For For
1B ELECTION OF DIRECTOR: CLARK M. KOKICH Management For For
1C ELECTION OF DIRECTOR: KEVIN M. TWOMEY Management For For
02 APPROVAL OF THE 2010 EXECUTIVE CASH INCENTIVE PLAN Management For For
OF ACXIOM CORPORATION
03 RATIFICATION OF KPMG LLP AS INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTANT
WUXI PHARMATECH (CAYMAN) INC.
SECURITY 929352102 MEETING TYPE Special
TICKER SYMBOL WX MEETING DATE 05-Aug-2010
ISIN US9293521020 AGENDA 933308238 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------ ---------- ---- -----------
01 THE SCHEME OF ARRANGEMENT (AS REFERRED TO IN THE Management For For
NOTICE DATED JULY 1, 2010 CONVENING THE SCHEME
MEETING) BE AND HEREBY IS APPROVED.
ATS MEDICAL, INC.
SECURITY 002083103 MEETING TYPE Special
TICKER SYMBOL ATSI MEETING DATE 05-Aug-2010
ISIN US0020831030 AGENDA 933309646 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------- ---------- ---- -----------
01 PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF APRIL 28, 2010, BY AND AMONG
MEDTRONIC, INC., PILGRIM MERGER CORPORATION AND
ATS MEDICAL, INC.
02 PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF Management For For
NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE NOT SUFFICIENT VOTES IN FAVOR OF APPROVAL OF
THE MERGER AGREEMENT.
SOUTHWEST WATER COMPANY
SECURITY 845331107 MEETING TYPE Annual
TICKER SYMBOL SWWC MEETING DATE 06-Aug-2010
ISIN US8453311073 AGENDA 933308822 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------ ---------- ---- -----------
01 ADOPTION OF MERGER AGREEMENT. Management For For
02 DIRECTOR Management
1 KIMBERLY ALEXY For For
2 BRUCE C. EDWARDS For For
3 LINDA GRIEGO For For
4 THOMAS IINO For For
5 WILLIAM D. JONES For For
6 MARK A. SWATEK For For
03 RATIFICATION OF THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2010.
04 TO ADJOURN THE ANNUAL MEETING, IF NECESSARY, FOR Management For For
THE PURPOSE OF SOLICITING ADDITIONAL PROXIES IN
FAVOR OF THE ADOPTION OF THE MERGER AGREEMENT.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 6
The GDL Fund
ODYSSEY HEALTHCARE, INC.
SECURITY 67611V101 MEETING TYPE Special
TICKER SYMBOL ODSY MEETING DATE 09-Aug-2010
ISIN US67611V1017 AGENDA 933309393 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------------- ---------- ---- -----------
01 TO (I) APPROVE THE MERGER (THE "MERGER") OF GTO Management For For
ACQUISITION CORP., A WHOLLY-OWNED SUBSIDIARY OF
GENTIVA HEALTH SERVICES, INC. ("GENTIVA"), WITH AND
INTO ODYSSEY, RESULTING IN ODYSSEY BECOMING A
WHOLLY-OWNED SUBSIDIARY OF GENTIVA, PURSUANT TO
THE AGREEMENT AND PLAN OF MERGER, AMONG
ODYSSEY, GENTIVA AND GTO ACQUISITION CORP., AND (II)
ADOPT THE MERGER AGREEMENT.
02 TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR Management For For
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL
MEETING TO APPROVE THE MERGER AND ADOPT THE
MERGER AGREEMENT.
ALCON, INC.
SECURITY H01301102 MEETING TYPE Special
TICKER SYMBOL ACL MEETING DATE 16-Aug-2010
ISIN CH0013826497 AGENDA 933310512 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------- ---------- ---- -----------
1A REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS Management For For
(CONDITIONAL RESOLUTION AS SET FORTH IN THE
INVITATION): ENRICO VANNI
1B REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS Management For For
(CONDITIONAL RESOLUTION AS SET FORTH IN THE
INVITATION): NORMAN WALKER
1C REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS Management For For
(CONDITIONAL RESOLUTION AS SET FORTH IN THE
INVITATION): PAUL CHOFFAT
1D REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS Management For For
(CONDITIONAL RESOLUTION AS SET FORTH IN THE
INVITATION): URS BAERLOCHER
1E REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS Management For For
(CONDITIONAL RESOLUTION AS SET FORTH IN THE
INVITATION): JACQUES SEYDOUX
ALCON, INC.
SECURITY H01301102 MEETING TYPE Special
TICKER SYMBOL ACL MEETING DATE 16-Aug-2010
ISIN CH0013826497 AGENDA 933315170 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------- ---------- ---- -----------
1A REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS Management For For
(CONDITIONAL RESOLUTION AS SET FORTH IN THE
INVITATION): ENRICO VANNI
1B REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS Management For For
(CONDITIONAL RESOLUTION AS SET FORTH IN THE
INVITATION): NORMAN WALKER
1C REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS Management For For
(CONDITIONAL RESOLUTION AS SET FORTH IN THE
INVITATION): PAUL CHOFFAT
1D REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS Management For For
(CONDITIONAL RESOLUTION AS SET FORTH IN THE
INVITATION): URS BAERLOCHER
1E REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS Management For For
(CONDITIONAL RESOLUTION AS SET FORTH IN THE
INVITATION): JACQUES SEYDOUX
RUBIO'S RESTAURANTS, INC.
SECURITY 78116B102 MEETING TYPE Annual
TICKER SYMBOL RUBO MEETING DATE 23-Aug-2010
ISIN US78116B1026 AGENDA 933313063 - 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 MAY 9,
2010, AS AMENDED BY THE AMENDMENT TO AGREEMENT
AND PLAN OF MERGER, DATED AS OF JULY 18, 2010,
AMONG RUBIO'S RESTAURANTS, INC., A DELAWARE
CORPORATION, MRRC MERGER CO., A DELAWARE
CORPORATION, AND MRRC HOLD CO., A DELAWARE
CORPORATION.
02 TO APPROVE A PROPOSAL TO ADJOURN THE ANNUAL Management For For
MEETING, IF NECESSARY, 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 ANNUAL MEETING.
03 DIRECTOR Management
1 DANIEL E. PITTARD For For
2 TIMOTHY J. RYAN For For
04 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER 26, 2010.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 7
The GDL Fund
GERDAU AMERISTEEL CORPORATION
SECURITY 37373P105 MEETING TYPE Special
TICKER SYMBOL GNA MEETING DATE 24-Aug-2010
ISIN CA37373P1053 AGENDA 933310497 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------- ---------- ---- -----------
A THE APPROVAL OF THE ARRANGEMENT RESOLUTION, THE Management For For
FULL TEXT OF WHICH IS ATTACHED AS EXHIBIT A TO THE
ACCOMPANYING MANAGEMENT PROXY CIRCULAR OF
GERDAU AMERISTEEL CORPORATION.
SMITH INTERNATIONAL, INC.
SECURITY 832110100 MEETING TYPE Annual
TICKER SYMBOL SII MEETING DATE 24-Aug-2010
ISIN US8321101003 AGENDA 933314356 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------- ---------- ---- -----------
01 TO APPROVE THE PROPOSAL TO ADOPT THE AGREEMENT Management For For
AND PLAN OF MERGER, DATED AS OF FEBRUARY 21, 2010,
AS IT MAY BE AMENDED FROM TIME TO TIME, AMONG
SCHLUMBERGER LIMITED, TURNBERRY MERGER SUB INC.,
AND SMITH INTERNATIONAL, INC.
02 DIRECTOR Management
1 JAMES R. GIBBS For For
2 DUANE C. RADTKE For For
3 JOHN YEARWOOD For For
03 TO APPROVE THE SMITH INTERNATIONAL, INC. 1989 LONG- Management For For
TERM INCENTIVE COMPENSATION PLAN, AS AMENDED AND
RESTATED.
04 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP Management For For
AS SMITH'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2010.
05 TO APPROVE THE ADJOURNMENT OF SMITH'S ANNUAL 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 ANNUAL
MEETING.
TOMKINS PLC, LONDON
SECURITY G89158136 MEETING TYPE Court Meeting
TICKER SYMBOL MEETING DATE 31-Aug-2010
ISIN GB0008962655 AGENDA 702567059 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------- ---------- ---- -----------
PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION Non-Voting
FOR THIS MEETING TYPE. PLE-ASE 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. Approve a scheme of arrangement [the "Scheme of Management For For
Arrangement"] proposed to be made between the Company and
the holders of Independent Scheme Shares and Executive Team
Shares
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 8
The GDL Fund
TOMKINS PLC, LONDON
SECURITY G89158136 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 31-Aug-2010
ISIN GB0008962655 AGENDA 702567061 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------------------------------- ---------- ---- -----------
S.1 Approve, for the purpose of giving effect to the scheme of Management For For
arrangement dated 06 AUG 2010 between the Company and the
holders of the Scheme Shares (as specified in the said scheme of
arrangement), a print of which has been produced to this meeting
and for the purposes of identification signed by the Chairman
hereof, in its original form or subject to such modification, addition
or condition as may be agreed between the Company and
Pinafore Acquisition Limited ("Pinafore") and approved or imposed
by the Court (the "Scheme"): authorize the Directors of the
Company to take all such action as they may consider necessary
or appropriate for carrying the scheme into effect; the share
capital of the company be reduced by canceling and extinguishing
all of the Cancellation Shares (as specified in the Scheme);
subject to and forthwith upon the reduction of share capital
referred to in Paragraph (B) above taking effect and, if
appropriate, the Company being re-registered as a private
Company pursuant to Section 651 of the Companies Act 2006 and
notwithstanding anything to the contrary in the Articles of
Association of the Company: the reserve arising in the books of
account of the Company as a result of the reduction of share
capital referred to in Paragraph (B) above be capitalized and
applied in paying up in full at par such number of new ordinary
shares of 9 US cents each (the "New Tomkins Shares") as shall
be equal to the aggregate number of Cancellation Shares
cancelled pursuant to Paragraph (B) above, which shall be allotted
and issued (free from any liens, charges, equitable interests,
encumbrances, rights of pre-emption and any other interests of
any nature whatsoever and together with all rights attaching
thereto) and any other interests of any nature whatsoever and
together with all rights attaching thereto, credited as fully paid, to
Pinafore and/or its nominee(s) in accordance with the Scheme;
and authorize the Directors of the Company for the purposes of
Section 551 of the Companies Act to allot the New Tomkins
Shares, provided that: the maximum aggregate nominal amount of
relevant securities that may be allotted under this authority shall
be the aggregate nominal amount of the New Tomkins Shares;
[Authority expires on the 5th anniversary of the date on which this
resolution is passed]; and this authority shall be in addition, and
without prejudice, to any other authority under the said Section
551 previously granted and in force on the date on which this
resolution is passed; and amend, with effect from the passing of
this resolution, the Articles of Association of the Company by the
adoption and inclusion of the following new Article 133 after Article
132 as specified; amend, subject to and with effect from the
Scheme becoming effective in accordance with its terms, the
Articles of Association of the Company: by adopting and including
the following new Article 7A after Article 7 as specified; by
inserting the following as specified at the start of each sentence
beginning Article 6 and Article 7; and by deleting Article 77 and 83
and replacing them with the following as specified
2. Approve the Executive Team Arrangements (as specified in the Management For For
Scheme Document), notwithstanding that such arrangements are
not extended to all shareholders of the Company, and authorize
the Directors of the Company to do or procure to be done all such
acts and things or enter into any agreements on behalf of the
Company as they consider necessary or expedient for the
purpose of giving effect to such arrangements
VIRAGE LOGIC CORPORATION
SECURITY 92763R104 MEETING TYPE Special
TICKER SYMBOL VIRL MEETING DATE 02-Sep-2010
ISIN US92763R1041 AGENDA 933316324 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------------- ---------- ---- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED JUNE 9, 2010, BY AND AMONG SYNOPSYS, INC.,
VORTEX ACQUISITION CORP. AND VIRAGE LOGIC
CORPORATION.
02 TO ADJOURN THE SPECIAL MEETING, IF NECESSARY, TO Management For For
SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT
VOTES AT THE SPECIAL MEETING TO ADOPT THE MERGER
AGREEMENT.
ALLEGHENY ENERGY, INC.
SECURITY 017361106 MEETING TYPE Special
TICKER SYMBOL AYE MEETING DATE 14-Sep-2010
ISIN US0173611064 AGENDA 933313049 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------- ---------- ---- -----------
01 PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF FEBRUARY 10, 2010, BY AND
AMONG FIRSTENERGY CORP., ELEMENT MERGER SUB,
INC. (A WHOLLY-OWNED SUBSIDIARY OF FIRSTENERGY
CORP.) AND ALLEGHENY ENERGY, INC., AS AMENDED AS
OF JUNE 4, 2010, AND AS IT MAY BE FURTHER AMENDED
FROM TIME TO TIME, AND THE MERGER DESCRIBED
THEREIN.
02 PROPOSAL TO ADJOURN THE SPECIAL MEETING TO A Management For For
LATER DATE OR DATES, IF NECESSARY OR APPROPRIATE,
TO SOLICIT ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT VOTES TO APPROVE THE MERGER
AGREEMENT AND THE MERGER AT THE TIME OF THE
SPECIAL MEETING.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 9
The GDL Fund
MICRUS ENDOVASCULAR CORPORATION
SECURITY 59518V102 MEETING TYPE Annual
TICKER SYMBOL MEND MEETING DATE 14-Sep-2010
ISIN US59518V1026 AGENDA 933319596 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------- ---------------- ---- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF JULY 11, 2010, BY AND AMONG JOHNSON &
JOHNSON, COPE ACQUISITION CORP. AND MICRUS
ENDOVASCULAR CORPORATION.
02 DIRECTOR Management
1 JOHN T. KILCOYNE For For
2 JEFFREY H. THIEL For For
03 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS MICRUS'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE 2011 FISCAL YEAR.
04 TO APPROVE THE ADJOURNMENT OF THE ANNUAL Management For For
MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES FOR THE ADOPTION OF THE
MERGER AGREEMENT.
AIRGAS, INC.
SECURITY 009363102 MEETING TYPE Contested-Annual
TICKER SYMBOL ARG MEETING DATE 15-Sep-2010
ISIN US0093631028 AGENDA 933314522 - Opposition
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------- ---------- ---- -----------
01 DIRECTOR Management
1 JOHN P. CLANCEY For For
2 ROBERT L. LUMPKINS For For
3 TED B. MILLER, JR. For For
02 TO AMEND THE AIRGAS BY-LAWS REGARDING THE Management For For
ELIGIBILITY OF ANY DIRECTOR NOMINATED BY THE
AIRGASBOARD FOR ELECTION, BUT NOT NOMINATED
BY THEAIRGAS STOCKHOLDERS. ALL, AS MORE
FULLY DESCRIBED IN THE PROXY STATEMENT.
03 TO AMEND THE AIRGAS BY-LAWS TO REQUIRE Management For For
AIRGAS TO HOLD ITS 2011 ANNUAL STOCKHOLDER
MEETING ON JANUARY 18, 2011 AND ALL
SUBSEQUENT ANNUAL STOCKHOLDER MEETINGS
IN JANUARY. ALL, AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
04 TO REPEAL ANY AMENDMENTS TO AIRGAS, INC. AMENDED Management For For
AND RESTATED BY-LAWS ADOPTED BY THE AIRGAS BOARD
OF DIRECTORS WITHOUT THE APPROVAL OF THE AIRGAS
STOCKHOLDERS AFTER APRIL 7, 2010 AND PRIOR TO THE
EFFECTIVENESS OF THE RESOLUTION PROPOSED IN THIS
PROPOSAL 4. ALL, AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
05 TO RATIFY THE SELECTION OF KPMG LLP AS AIRGAS'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
06 TO APPROVE THE AMENDMENT TO AIRGAS'S AMENDED Management For For
AND RESTATED 2003 EMPLOYEE STOCK PURCHASE PLAN.
SAUER-DANFOSS INC.
SECURITY 804137107 MEETING TYPE Annual
TICKER SYMBOL SHS MEETING DATE 16-Sep-2010
ISIN US8041371076 AGENDA 933319546 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------- ---------- ---- -----------
01 DIRECTOR Management
1 NIELS B. CHRISTIANSEN For For
2 JORGEN M. CLAUSEN For For
3 KIM FAUSING For For
4 RICHARD J. FREELAND For For
5 PER HAVE For For
6 WILLIAM E. HOOVER, JR. For For
7 JOHANNES F. KIRCHHOFF For For
8 SVEN RUDER For For
9 ANDERS STAHLSCHMIDT For For
10 STEVEN H. WOOD For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
HEWITT ASSOCIATES, INC.
SECURITY 42822Q100 MEETING TYPE Special
TICKER SYMBOL HEW MEETING DATE 20-Sep-2010
ISIN US42822Q1004 AGENDA 933321806 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------- ---------- ---- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF JULY 11, 2010, BY AND AMONG HEWITT, AON
CORPORATION AND TWO WHOLLY OWNED SUBSIDIARIES
OF AON CORPORATION.
02 TO APPROVE A PROPOSAL TO ADJOURN THE SPECIAL Management For For
MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE NOT SUFFICIENT VOTES IN FAVOR
OF PROPOSAL 1.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 10
The GDL Fund
HEALTHSCOPE LTD
SECURITY Q4557T107 MEETING TYPE Court Meeting
TICKER SYMBOL MEETING DATE 22-Sep-2010
ISIN AU000000HSP8 AGENDA 702579143 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------ ---------- ---- -----------
1 Approve, pursuant to and in accordance with the provisions of Management For For
Section 411 of the Corporations Act, the Members are in favour of
the arrangement proposed between Healthscope Limited and the
holders of its fully paid ordinary shares, designated the 'Scheme'
as contained as specified with or without any modifications or
conditions required by the Court to which Healthscope Limited and
Asia Pacific Healthcare Group Pty Ltd agree and, subject to
approval of the Scheme by the Court, the Board of Directors of
Healthscope Limited is authorized to implement the Scheme with
any such modifications or conditions
NBTY, INC.
SECURITY 628782104 MEETING TYPE Special
TICKER SYMBOL NTY MEETING DATE 22-Sep-2010
ISIN US6287821044 AGENDA 933323545 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------------- ---------- ---- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF JULY 15, 2010, AS IT MAY BE AMENDED FROM
TIME TO TIME, BY AND AMONG NBTY, INC., ALPHABET
HOLDING COMPANY, INC. AND ALPHABET MERGER SUB,
INC.
02 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 ADOPT THE AGREEMENT AND PLAN OF
MERGER.
CASEY'S GENERAL STORES, INC.
SECURITY 147528103 MEETING TYPE Contested-Annual
TICKER SYMBOL CASY MEETING DATE 23-Sep-2010
ISIN US1475281036 AGENDA 933319851 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------- ---------- ------ -----------
01 DIRECTOR Management
1 ROBERT J. MYERS For For
2 DIANE C. BRIDGEWATER For For
3 JOHNNY DANOS For For
4 H. LYNN HORAK For For
5 KENNETH H. HAYNIE For For
6 WILLIAM C. KIMBALL For For
7 JEFFREY M. LAMBERTI For For
8 RICHARD A. WILKEY 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, 2011.
03 COUCHE-TARD PROPOSAL TO REPEAL ANY NEW BYLAWS Shareholder Against For
OR AMENDMENTS TO THE BYLAWS ADOPTED BY THE
BOARD OF DIRECTORS, WITHOUT SHAREHOLDER
APPROVAL, AFTER JUNE 10, 2009 AND PRIOR TO THE
EFFECTIVENESS OF THE RESOLUTION EFFECTING SUCH
REPEAL.
MENU FOODS INCOME FUND
SECURITY 587289109 MEETING TYPE Special
TICKER SYMBOL MNUFF MEETING DATE 24-Sep-2010
ISIN CA5872891091 AGENDA 933325070 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------- ---------- ---- -----------
01 APPROVING (A) THE SALE OF ALL OF THE SECURITIES OF Management For For
MENU FOODS LIMITED TO SIMMONS PET FOOD, INC. ON
THE TERMS AND CONDITIONS SET OUT IN THE PURCHASE
AGREEMENT AMONG SIMMONS PET FOOD, INC., THE FUND
AND CERTAIN SUBSIDIARIES OF THE FUND DATED AUGUST
8, 2010; AND (B) AN AMENDMENT TO THE FUND'S
DECLARATION OF TRUST, AS OF THE EFFECTIVE DATE OF
THE PROPOSED TRANSACTION WITH SIMMONS PET FOOD,
INC., AS MORE FULLY DESCRIBED IN THE INFORMATION
CIRCULAR.
DATACASH GROUP PLC
SECURITY G2756Y100 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 27-Sep-2010
ISIN GB0030440613 AGENDA 702591858 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ---- -----------
S.1 Approve, in connection with the proposed Scheme of Management For For
Arrangement [the Scheme] referred to in the notice, to authorize
the Directors of the Company to carry the Scheme into effect, to
approve the associated reduction of the capital in the Company in
accordance with the Scheme and to authorize the Directors of the
Company to allow new ordinary shares in the Company to
Mastercard/Europay U.K. Limited or its nominee, and to amend
the Articles of Association of the Company
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 11
The GDL Fund
DATACASH GROUP PLC
SECURITY G2756Y100 MEETING TYPE Court Meeting
TICKER SYMBOL MEETING DATE 27-Sep-2010
ISIN GB0030440613 AGENDA 702592824 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------- ---------- ---- -----------
CMMT PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION Non-Voting
FOR 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.
S.1 Approve the Scheme of Arrangement the Scheme Management For For
DANA PETROLEUM PLC, ABERDEEN
SECURITY G26503113 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 27-Sep-2010
ISIN GB0033252056 AGENDA 702604908 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ---- -----------
1 Approve, for the purpose of compliance with Rule 21.1 of the City Management For For
Code on Takeovers and Mergers, the proposed acquisition of
certain assets of Petro-Canada UK Limited
VALEANT PHARMACEUTICALS INTERNATIONAL
SECURITY 91911X104 MEETING TYPE Special
TICKER SYMBOL VRX MEETING DATE 27-Sep-2010
ISIN US91911X1046 AGENDA 933323103 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------- ---------- ---- -----------
01 ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF JUNE 20, 2010, AMONG VALEANT
PHARMACEUTICALS INTERNATIONAL, BIOVAIL
CORPORATION, BIOVAIL AMERICAS CORP. (A WHOLLY
OWNED SUBSIDIARY OF BIOVAIL CORPORATION) AND
BEACH MERGER CORP. (A WHOLLY OWNED SUBSIDIARY
OF BIOVAIL AMERICAS CORP.)
02 APPROVAL OF THE ADJOURNMENT OF THE VALEANT Management For For
PHARMACEUTICALS INTERNATIONAL SPECIAL MEETING, IF
NECESSARY OR APPROPRIATE TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO ADOPT
THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL
MEETING.
MISYS PLC, EVESHAM
SECURITY G61572148 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 29-Sep-2010
ISIN GB0003857850 AGENDA 702563760 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------------------------- ---------- ---- -----------
1 Receive the 2010 financial statements, Directors' and Auditors' Management For For
reports
2 Approve the 2010 remuneration report Management For For
3 Re-elect Mike Lawrie as a Director Management For For
4 Re-elect Jeff Ubben as a Director Management For For
5 Re-appoint PwC as the Auditors and authorize the Directors to set Management For For
their Remuneration
6 Authorize the Directors to allot shares or grant rights to subscribe Management For For
for or convert any security into shares
S.7 Authorize the Directors to allot equity securities for cash within Management For For
specified limits
S.8 Authorize the purchase of own shares in the market Management For For
9 Authorize the making of political donations Management For For
S.10 Authorize the calling of general meetings on 14 clear days' notice Management For For
S.11 Adopt the new Articles of Association of the Company Management For For
AMERICREDIT CORP.
SECURITY 03060R101 MEETING TYPE Special
TICKER SYMBOL ACF MEETING DATE 29-Sep-2010
ISIN US03060R1014 AGENDA 933325842 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------- ---------- ---- -----------
01 THE PROPOSAL TO ADOPT AND APPROVE THE Management For For
AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY
21, 2010, AMONG GENERAL MOTORS HOLDINGS LLC,
GOALIE TEXAS HOLDCO INC., A WHOLLY-OWNED
SUBSIDIARY OF GENERAL MOTORS HOLDINGS LLC, AND
AMERICREDIT CORP., AS IT MAY BE AMENDED FROM TIME
TO TIME.
02 THE PROPOSAL TO APPROVE THE ADJOURNMENT 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 MERGER AGREEMENT.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 12
The GDL Fund
THE ALLIED DEFENSE GROUP, INC.
SECURITY 019118108 MEETING TYPE Special
TICKER SYMBOL ADG MEETING DATE 30-Sep-2010
ISIN US0191181082 AGENDA 933314914 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------- ---------- ---- -----------
01 THE PROPOSAL TO AUTHORIZE THE SALE OF Management For For
SUBSTANTIALLY ALL OF OUR ASSETS TO CHEMRING
GROUP PLC PURSUANT TO THE STOCK AND ASSET
PURCHASE AGREEMENT DATED JUNE 24, 2010.
02 THE PROPOSAL TO APPROVE THE DISSOLUTION OF ADG Management For For
PURSUANT TO THE PLAN OF COMPLETE LIQUIDATION AND
DISSOLUTION.
03 THE PROPOSAL TO ADJOURN THE SPECIAL MEETING IF Management For For
NECESSARY OR APPROPRIATE, INCLUDING TO SOLICIT
ADDITIONAL PROXIES FOR ONE OR MORE THAN ONE
PROPOSAL IN THE EVENT THAT THERE ARE NOT
SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING
OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF TO
APPROVE ONE OR MORE OF THE FOREGOING PROPOSALS.
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
SECURITY 256743105 MEETING TYPE Special
TICKER SYMBOL DTG MEETING DATE 30-Sep-2010
ISIN US2567431059 AGENDA 933321628 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------- ---------- ---- -----------
01 ADOPT THE AGREEMENT AND PLAN OF MERGER BY AND Management For For
AMONG HERTZ GLOBAL HOLDINGS, INC., REFERRED TO AS
HERTZ, HDTMS, INC., REFERRED TO AS MERGER SUB, AND
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC., REFERRED
TO AS DTG, PURSUANT TO WHICH MERGER SUB WILL
MERGE WITH AND INTO DTG, AND DTG WILL CONTINUE AS
THE SURVIVING ENTITY AND A WHOLLY OWNED
SUBSIDIARY OF HERTZ.
02 APPROVE THE ADJOURNMENT OF THE MEETING, IF Management For For
NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE INSUFFICIENT VOTES TO ADOPT THE MERGER
AGREEMENT AT THE TIME OF THE SPECIAL MEETING.
UTS ENERGY CORPORATION
SECURITY 903396109 MEETING TYPE Special
TICKER SYMBOL UEYCF MEETING DATE 30-Sep-2010
ISIN CA9033961090 AGENDA 933325400 - 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
UTS ENERGY CORPORATION ("UTS") DATED AUGUST 27,
2010 (THE "INFORMATION CIRCULAR"), TO APPROVE AN
ARRANGEMENT UNDER SECTION 192 OF THE CANADA
BUSINESS CORPORATIONS ACT INVOLVING UTS, TOTAL
E&P CANADA LTD., SILVERBIRCH ENERGY CORPORATION
("SILVERBIRCH") AND THE HOLDERS OF COMMON SHARES
OF UTS.
02 AN ORDINARY RESOLUTION, THE FULL TEXT OF WHICH IS Management For For
SET FORTH UNDER THE HEADING "OTHER MATTERS OF
SPECIAL BUSINESS RELATING TO SILVERBIRCH -
APPROVAL OF SILVERBIRCH STOCK OPTION PLAN" IN THE
INFORMATION CIRCULAR, RATIFYING AND APPROVING A
STOCK OPTION PLAN FOR SILVERBIRCH.
03 AN ORDINARY RESOLUTION, THE FULL TEXT OF WHICH IS Management Against Against
SET FORTH UNDER THE HEADING "OTHER MATTERS OF
SPECIAL BUSINESS RELATING TO SILVERBIRCH -
APPROVAL OF SILVERBIRCH SHAREHOLDER RIGHTS PLAN"
IN THE INFORMATION CIRCULAR, APPROVING A
SHAREHOLDER RIGHTS PLAN FOR SILVERBIRCH.
LANDRY'S RESTAURANTS, INC.
SECURITY 51508L103 MEETING TYPE Special
TICKER SYMBOL LNY MEETING DATE 04-Oct-2010
ISIN US51508L1035 AGENDA 933321046 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------------- ---------- ---- -----------
01 PROPOSAL TO APPROVE AND ADOPT THE AGREEMENT Management For For
AND PLAN OF MERGER, DATED AS OF NOVEMBER 3, 2009,
AS AMENDED ON MAY 23, 2010 AND JUNE 20, 2010, AMONG
LANDRY'S RESTAURANTS, INC., FERTITTA GROUP, INC.,
FERTITTA MERGER CO. AND, FOR CERTAIN LIMITED
PURPOSES, TILMAN J. FERTITTA.
02 PROPOSAL TO APPROVE THE ADJOURNMENT OF THE Management For For
SPECIAL MEETING TO A LATER DATE, IF NECESSARY, TO
SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT
VOTES AT THE TIME OF THE SPECIAL MEETING TO
APPROVE PROPOSAL NUMBER 1.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 13
The GDL Fund
UNICA CORPORATION
SECURITY 904583101 MEETING TYPE Special
TICKER SYMBOL UNCA MEETING DATE 05-Oct-2010
ISIN US9045831016 AGENDA 933326173 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------- ---------- ---- -----------
01 THE PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF AUGUST 12, 2010, BY AND AMONG
INTERNATIONAL BUSINESS MACHINES CORPORATION, A
NEW YORK CORPORATION ("IBM"), AMAROO ACQUISITION
CORP., A DELAWARE CORPORATION AND WHOLLY-OWNED
SUBSIDIARY OF IBM, AND UNICA CORPORATION, A
DELAWARE CORPORATION, AS SUCH AGREEMENT MAY BE
AMENDED FROM TIME TO TIME.
02 THE PROPOSAL TO ADJOURN THE SPECIAL MEETING TO A Management For For
LATER 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.
PSYCHIATRIC SOLUTIONS, INC.
SECURITY 74439H108 MEETING TYPE Special
TICKER SYMBOL PSYS MEETING DATE 05-Oct-2010
ISIN US74439H1086 AGENDA 933326476 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------- ---- ---- -----------
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER (THE "MERGER AGREEMENT"), DATED AS OF MAY
16, 2010, BY AND AMONG THE COMPANY, UNIVERSAL
HEALTH SERVICES, INC., A DELAWARE CORPORATION
("UHS"), AND OLYMPUS ACQUISITION CORP., A DELAWARE
CORPORATION AND A WHOLLY-OWNED SUBSIDIARY OF
UHS ("MERGER SUB"), AS THE MERGER AGREEMENT MAY
BE AMENDED FROM TIME TO TIME.
02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL Management For For
MEETING, IF 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 CONSIDER AND VOTE ON THE AMENDMENT TO THE Management Against Against
PSYCHIATRIC SOLUTIONS, INC. EQUITY INCENTIVE PLAN
PREVIOUSLY APPROVED BY STOCKHOLDERS AT THE
COMPANY'S 2010 ANNUAL MEETING OF STOCKHOLDERS.
GLG PARTNERS, INC.
SECURITY 37929X107 MEETING TYPE Special
TICKER SYMBOL GLG MEETING DATE 12-Oct-2010
ISIN US37929X1072 AGENDA 933328456 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------- ---------- ---- -----------
01 ADOPTION OF THE AGREEMENT AND PLAN OF MERGER Management For For
DATED AS OF MAY 17, 2010, AS AMENDED, AMONG GLG
PARTNERS, INC., MAN GROUP PLC, AND ESCALATOR SUB 1
INC. (THE "MERGER PROPOSAL").
02 APPROVAL OF THE ADJOURNMENT OF THE SPECIAL Management For For
MEETING, IF NECESSARY, TO PERMIT FURTHER
SOLICITATION AND VOTE OF PROXIES IF THERE ARE
INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL
MEETING TO APPROVE THE MERGER PROPOSAL.
ABRAXIS BIOSCIENCE, INC.
SECURITY 00383Y102 MEETING TYPE Special
TICKER SYMBOL ABII MEETING DATE 13-Oct-2010
ISIN US00383Y1029 AGENDA 933329446 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------------- ---------- ---- ------------
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF JUNE 30, 2010, BY AND AMONG
CELGENE CORPORATION, ARTISTRY ACQUISITION CORP.,
A WHOLLY-OWNED SUBSIDIARY OF CELGENE
CORPORATION, AND ABRAXIS BIOSCIENCE, INC., AS IT MAY
BE AMENDED.
AMERICAN PHYSICIANS CAPITAL, INC.
SECURITY 028884104 MEETING TYPE Special
TICKER SYMBOL ACAP MEETING DATE 20-Oct-2010
ISIN US0288841044 AGENDA 933328076 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------------- ---------- ---- -----------
01 TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF JULY 7, 2010, AS AMENDED, BY AND
AMONG THE DOCTORS COMPANY, RED HAWK ACQUISITION
CORP. AND THE COMPANY.
02 TO GRANT AUTHORITY TO THE NAMED PROXIES TO Management For For
ADJOURN 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 PROPOSAL 1.
SMARTRAC N.V., AMSTERDAM
SECURITY N81261104 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 21-Oct-2010
ISIN NL0000186633 AGENDA 702616751 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ---- -----------
CMMT PLEASE NOTE THAT BLOCKING WILL NOT APPLY WHEN Non-Voting
THERE IS A RECORD DATE-ASSOCIATED WITH THIS
MEETING. THANK YOU
1 Opening of the meeting Non-Voting
2 Discussion of the public offer by OEP Technologie B.V., a wholly Non-Voting
owned-subsidiary of One Equity Partners, to acquire all shares in
the capital of-the Company for a cash amount of EUR 20 per
share
3.a Appointment of Mr. Christopher von Hugo as a Member of the Management For For
Supervisory Board
3.b Appointment of Dr. Jorg Zirener as a Member of the Supervisory Management For For
Board
4 Closing of the meeting Non-Voting
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 14
The GDL Fund
BRITISH SKY BROADCASTING GROUP PLC
SECURITY G15632105 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 22-Oct-2010
ISIN GB0001411924 AGENDA 702600594 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------------------------- ---------- ---- -----------
1 Receive the financial statements for the YE 30 JUN 2010, Management For For
together with the report of the Directors and Auditors thereon
2 Declare a final dividend for the YE 30 JUN 2010 Management For For
3 Re-appoint Jeremy Darroch as a Director Management For For
4 Re-appoint Andrew Griffith as a Director Management For For
5 Re-appoint James Murdoch as a Director Member of The Bigger Management For For
Picture Committee
6 Re-appoint Daniel Rimer as a Director Member of Remuneration Management For For
Committee
7 Re-appoint David F. DeVoe as a Director Management For For
8 Re-appoint Allan Leighton as a Director Member of Audit Management For For
Committee
9 Re-appoint Arthur Siskind as a Director Member of Corporate Management For For
Governance and Nominations Committee
10 Re-appoint David Evans as a Director Member of Remuneration Management For For
Committee
11 Re-appoint Deloitte LLP as the Auditors of the Company and to Management For For
authorize the Directors to agree their remuneration
12 Approve the report on Directors' remuneration for the YE 30 JUN Management For For
2010
13 Authorize the Company and its subsidiaries to make political Management For For
donations and incur political expenditure
14 Authorize the Directors to allot shares under Section 551 of the Management For For
Companies Act 2006
S.15 Approve to disapply statutory pre-emption rights Management For For
S.16 Approve to allow the Company to hold general meetings other Management For For
than annual general meetings on 14 days' notice
ATC TECHNOLOGY CORPORATION
SECURITY 00211W104 MEETING TYPE Special
TICKER SYMBOL ATAC MEETING DATE 22-Oct-2010
ISIN US00211W1045 AGENDA 933330526 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------- ---------- ---- -----------
01 PROPOSAL TO APPROVE AND ADOPT THE AGREEMENT Management For For
AND PLAN OF MERGER DATED AS OF JULY 18, 2010, AS
AMENDED, BY AND AMONG GENCO DISTRIBUTION SYSTEM,
INC., A PENNSYLVANIA CORPORATION ("BUYER"),
TRANSFORMERS MERGER SUB, INC., A DELAWARE
CORPORATION AND AN INDIRECT WHOLLY-OWNED
SUBSIDIARY OF BUYER, AND ATC TECHNOLOGY
CORPORATION, ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
02 PROPOSAL TO ADJOURN 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 AND ADOPT THE
FIRST PROPOSAL DESCRIBED ABOVE.
ORIGIN ENERGY LTD
SECURITY Q71610101 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 29-Oct-2010
ISIN AU000000ORG5 AGENDA 702626079 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------ ---------- ---- -----------
CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting
PROPOSALS 4, 5, AND 6 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 (X AND Y), 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 Re-election of Gordon M Cairns as a Director Management For For
3 Adoption of remuneration report Management For For
4 Increase in aggregate cap of Non-executive Directors' Management For For
remuneration
5 Grant of long term incentives to Mr. Grant A King - Managing Management For For
Director
6 Grant of long term incentives to Ms. Karen A Moses Executive Management For For
Director
7 Adoption of new constitution Management For For
8 Renewal of proportional takeover provisions Management For For
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 15
The GDL Fund
MCAFEE, INC.
SECURITY 579064106 MEETING TYPE Special
TICKER SYMBOL MFE MEETING DATE 02-Nov-2010
ISIN US5790641063 AGENDA 933331720 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------- ---------- ---- -----------
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF AUGUST 18, 2010, AMONG INTEL
CORPORATION, A DELAWARE CORPORATION, OR INTEL,
JEFFERSON ACQUISITION CORPORATION, A DELAWARE
CORPORATION AND WHOLLY-OWNED SUBSIDIARY OF
INTEL, AND MCAFEE, INC., A DELAWARE CORPORATION, OR
MCAFEE, ALL AS MORE FULLY DESCRIBED IN THE PROXY
STATEMENT.
02 A PROPOSAL TO ADJOURN OR POSTPONE THE SPECIAL Management For For
MEETING TO A LATER DATE OR TIME, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN THE
EVENT THERE ARE INSUFFICIENT VOTES AT THE TIME OF
THE SPECIAL MEETING TO ADOPT THE MERGER
AGREEMENT OR PURSUANT TO TO THE TERMS OF THE
MERGER AGREEMENT.
DIAMOND MGMT & TECHNOLOGY CONSULTANTS
SECURITY 25269L106 MEETING TYPE Annual
TICKER SYMBOL DTPI MEETING DATE 02-Nov-2010
ISIN US25269L1061 AGENDA 933333875 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------ ---------- ---- -----------
01 TO CONSIDER AND VOTE UPON A PROPOSAL TO ADOPT Management For For
THE MERGER AGREEMENT DATED AS OF AUGUST 23, 2010
AMONG THE COMPANY, PRICEWATERHOUSECOOPERS LLP
(ALSO REFERRED TO AS "PWC") AND CARBON MERGER
SUBSIDIARY, INC., A WHOLLY-OWNED INDIRECT
SUBSIDIARY OF PWC, AND APPROVE THE MERGER
CONTEMPLATED BY THE MERGER AGREEMENT.
02 TO APPROVE THE ADJOURNMENT OR POSTPONEMENT OF Management For For
THE ANNUAL MEETING, IF NECESSARY OR APPROPRIATE,
TO SOLICIT ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT VOTES AT THE TIME OF THE ANNUAL
MEETING TO ADOPT THE MERGER AGREEMENT.
03 DIRECTOR Management
1 MELVYN E. BERGSTEIN For For
2 PAULINE A. SCHNEIDER For For
3 JOHN J. SVIOKLA For For
04 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Management For For
INDEPENDENT REGISTERED AUDITORS FOR THE COMPANY
FOR THE FISCAL YEAR ENDING MARCH 31, 2011.
BW OFFSHORE LTD
SECURITY G1190N100 MEETING TYPE Special General Meeting
TICKER SYMBOL MEETING DATE 05-Nov-2010
ISIN BMG1190N1002 AGENDA 702656692 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------- ---------- ---- -----------
1 That David Astwood, resident representative of the Company, or Management For For
in his absence, Susan Reedy, Bermuda counsel to the Company,
Chair the Meeting
2 That the resignation of Kathie Child-Villiers and Rene Huck as Management For For
Directors of the Company effective 5 November 2010 and the
resignation of David Gairns as Director of the Company effective
12 October 2010 be and is hereby acknowledged and accepted
3 That Ronny Johan Langeland be and is hereby appointed a Management For For
Director of the Company to serve until the next annual general
meeting of members or until his appointment is otherwise
terminated in accordance with the Bye-Laws of the Company
4 That Carine Smith Ihenacho be and is hereby appointed a Director Management For For
of the Company to serve until the next annual general meeting of
members or until her appointment is otherwise terminated in
accordance with the Bye-Laws of the Company
5 That in connection with their resignation from the Board of Management For For
Directors of the Company the following remuneration to each of
Kathie Child-Villiers, David Gairns, and Rene Huck for the period
up to 1 October 2011 be and is hereby authorized and approved:
Kathie Chile-Villiers: USD 59,375 David Gairns : USD 60,875
Rene Huck : USD 60,125
6 That the following annual remuneration of Directors, including the Management For For
Chairman and Deputy Chairman, the Audit committee members
and the remuneration committee members of the Company be
and is hereby authorized and approved: Directors (other than the
chairman and deputy chairman): USD 60,000 Chairman: USD
80,000 Deputy Chairman: USD 70,000 Audit Committee
members: USD 10,000 remuneration committee members: USD 5,000
MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting
OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN
ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL
NEED TO PROVI-DE 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
IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA)
IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR
VOTING INSTRUCTION-S 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
PLEASE NOTE THAT THIS IS A REVISION DUE TO REMOVAL Non-Voting
OF RECORD DATE, ADDITION OF-COMMENTS AND CHANGE
IN MEETING TYPE FROM EGM TO SGM. IF YOU HAVE
ALREADY SENT-IN YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY FORM UNLESS YOU DECIDE TO AMEN-D YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 16
The GDL Fund
ALLOY, INC.
SECURITY 019855303 MEETING TYPE Special
TICKER SYMBOL ALOY MEETING DATE 08-Nov-2010
ISIN US0198553036 AGENDA 933337429 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------------- ---------- ---- -----------
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF JUNE 23, 2010 (THE "MERGER
AGREEMENT"), BY AND AMONG THE COMPANY, ALLOY
MEDIA HOLDINGS, L.L.C., A DELAWARE LIMITED LIABILITY
COMPANY ("PARENT"), AND LEXINGTON MERGER SUB INC.,
A WHOLLY-OWNED SUBSIDIARY OF PARENT, AS SUCH
AGREEMENT MAY BE AMENDED FROM TIME TO TIME.
02 PROPOSAL TO APPROVE THE ADJOURNMENT OF THE Management For For
SPECIAL MEETING, IF NECESSARY, 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.
OSTEOTECH, INC.
SECURITY 688582105 MEETING TYPE Special
TICKER SYMBOL OSTE MEETING DATE 09-Nov-2010
ISIN US6885821057 AGENDA 933338433 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------- ---------- ---- -----------
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF AUGUST 16, 2010, BY AND AMONG
MEDTRONIC, INC., MEDTRONIC SOFAMOR DANEK, INC.,
ENGLAND MERGER CORPORATION AND OSTEOTECH, INC.
AND TO APPROVE THE MERGER.
02 PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF Management For For
NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE NOT SUFFICIENT VOTES IN FAVOR OF ADOPTION OF
THE MERGER AGREEMENT AND APPROVAL OF THE
MERGER.
WUXI PHARMATECH (CAYMAN) INC.
SECURITY 929352102 MEETING TYPE Annual
TICKER SYMBOL WX MEETING DATE 10-Nov-2010
ISIN US9293521020 AGENDA 933337986 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------- ---------- ---- ------------
O1 GE LI BE AND HEREBY IS RE-ELECTED AS A DIRECTOR FOR Management For For
A THREE-YEAR TERM.
O2 CUONG VIET DO BE AND HEREBY IS RE-ELECTED AS A Management For For
DIRECTOR FOR A THREE-YEAR TERM.
O3 STEWART HEN BE AND HEREBY IS RE-ELECTED AS A Management For For
DIRECTOR FOR A THREE-YEAR TERM.
S4 THE WUXI PHARMATECH (CAYMAN) INC. 2007 EMPLOYEE Management Against Against
SHARE INCENTIVE PLAN ("PLAN") BE AMENDED TO
INCREASE NUMBER OF ORDINARY SHARES AUTHORIZED
TO BE ISSUED PURSUANT TO PLAN, AS WELL AS LIMIT ON
TOTAL NUMBER OF ORDINARY SHARES THAT MAY BE
DELIVERED PURSUANT TO OPTIONS QUALIFIED AS
INCENTIVE STOCK OPTIONS GRANTED UNDER THE PLAN,
ALL AS MORE FULLY DESCRIBED IN THE PROXY
STATEMENT.
NETEZZA CORPORATION
SECURITY 64111N101 MEETING TYPE Special
TICKER SYMBOL NZ MEETING DATE 10-Nov-2010
ISIN US64111N1019 AGENDA 933338419 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------- ---------- ---- -----------
01 THE PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF SEPTEMBER 19, 2010, BY AND
AMONG INTERNATIONAL BUSINESS MACHINES
CORPORATION, A NEW YORK CORPORATION ("IBM"), ONYX
ACQUISITION CORP., A DELAWARE CORPORATION AND
WHOLLY OWNED SUBSIDIARY OF IBM, AND NETEZZA, AS
SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME.
02 THE PROPOSAL TO ADJOURN THE SPECIAL MEETING TO A Management For For
LATER 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.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 17
The GDL Fund
EXPRESSJET HOLDINGS, INC.
SECURITY 30218U306 MEETING TYPE Special
TICKER SYMBOL XJT MEETING DATE 10-Nov-2010
ISIN US30218U3068 AGENDA 933339687 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------- ---------- ---- -----------
01 THE ADOPTION AND APPROVAL OF THE AGREEMENT AND Management For For
PLAN OF MERGER, DATED AS OF AUGUST 3, 2010, AMONG
SKYWEST, INC., EXPRESS DELAWARE MERGER CO., AN
INDIRECT WHOLLY OWNED SUBSIDIARY OF SKYWEST, INC.,
AND EXPRESSJET HOLDINGS, INC.
02 THE ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL Management For For
MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IN THE EVENT THAT THERE ARE NOT
SUFFICIENT VOTES TO APPROVE PROPOSAL 1.
INTERNATIONAL RECTIFIER CORPORATION
SECURITY 460254105 MEETING TYPE Annual
TICKER SYMBOL IRF MEETING DATE 12-Nov-2010
ISIN US4602541058 AGENDA 933333647 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------- ---------- ---- -----------
01 DIRECTOR Management
1 MARY B. CRANSTON For For
2 THOMAS A. LACEY For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF THE COMPANY TO SERVE FOR
FISCAL YEAR 2011.
PACTIV CORPORATION
SECURITY 695257105 MEETING TYPE Special
TICKER SYMBOL PTV MEETING DATE 15-Nov-2010
ISIN US6952571056 AGENDA 933339675 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------ ---------- ---- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF AUGUST 16, 2010, BY AND AMONG PACTIV
CORPORATION, RANK GROUP LIMITED, REYNOLDS GROUP
HOLDINGS LIMITED AND REYNOLDS ACQUISITION
CORPORATION, AN INDIRECT WHOLLY OWNED SUBSIDIARY
OF REYNOLDS GROUP HOLDINGS LIMITED, AND APPROVE
THE TRANSACTIONS CONTEMPLATED THEREBY.
02 TO ADJOURN THE SPECIAL MEETING TO SOLICIT Management For For
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.
ZYGO CORPORATION
SECURITY 989855101 MEETING TYPE Annual
TICKER SYMBOL ZIGO MEETING DATE 16-Nov-2010
ISIN US9898551018 AGENDA 933331910 - 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 RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS THE COMPANY'S INDEPENDENT
REGISTERED ACCOUNTING FIRM FOR FISCAL 2011.
CORINTHIAN COLLEGES, INC.
SECURITY 218868107 MEETING TYPE Annual
TICKER SYMBOL COCO MEETING DATE 17-Nov-2010
ISIN US2188681074 AGENDA 933337481 - 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 HANK ADLER For For
6 JOHN M. DIONISIO For For
02 APPROVAL OF THE AMENDMENT AND RESTATEMENT OF Management For For
THE COMPANY'S CERTIFICATE OF INCORPORATION TO
INCREASE THE MAXIMUM PERMITTED NUMBER OF
DIRECTORS ON THE COMPANY'S BOARD OF DIRECTORS
TO THIRTEEN.
03 APPROVAL OF THE AMENDMENT AND RESTATEMENT OF Management Against Against
THE CORINTHIAN COLLEGES, INC. 2003 PERFORMANCE
AWARD PLAN, WHICH AUTHORIZES THE ISSUANCE OF AN
ADDITIONAL 5,000,000 SHARES UNDER SUCH PLAN, AND
CERTAIN OTHER AMENDMENTS DESCRIBED IN THE
ACCOMPANYING PROXY STATEMENT.
04 APPROVAL OF THE AMENDMENT OF THE CORINTHIAN Management For For
COLLEGES, INC. EMPLOYEE STOCK PURCHASE PLAN TO
EXTEND THE COMPANY'S ABILITY TO GRANT NEW AWARDS
UNDER SUCH PLAN UNTIL DECEMBER 31, 2020.
05 RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY'S Management For For
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
JUNE 30, 2011.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 18
The GDL Fund
PHOENIX TECHNOLOGIES LTD.
SECURITY 719153108 MEETING TYPE Special
TICKER SYMBOL PTEC MEETING DATE 19-Nov-2010
ISIN US7191531083 AGENDA 933332102 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------------- ---------- ---- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER (THE Management For For
"MERGER AGREEMENT"), DATED AS OF AUGUST 17, 2010,
BY AND AMONG PHOENIX TECHNOLOGIES LTD., PHARAOH
ACQUISITION CORP. ("PARENT") AND PHARAOH MERGER
SUB CORP., ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
02 TO ADJOURN THE SPECIAL MEETING, IF NECESSARY, TO Management For For
SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT
VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT
THE MERGER AGREEMENT.
KEITHLEY INSTRUMENTS, INC.
SECURITY 487584104 MEETING TYPE Special
TICKER SYMBOL KEI MEETING DATE 19-Nov-2010
ISIN US4875841045 AGENDA 933342432 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------ ---------- ---- -----------
01 APPROVAL AND ADOPTION OF THE AGREEMENT AND PLAN Management For For
OF MERGER, DATED AS OF SEPTEMBER 29, 2010, AMONG
DANAHER CORPORATION, AEGEAN ACQUISITION CORP.
AND KEITHLEY INSTRUMENTS, INC. AND THE
TRANSACTIONS CONTEMPLATED THEREBY.
OTIX GLOBAL, INC.
SECURITY 68906N200 MEETING TYPE Special
TICKER SYMBOL OTIX MEETING DATE 22-Nov-2010
ISIN US68906N2009 AGENDA 933341769 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------ ---------- ---- ------------
01 TO ADOPT THE AGREEMENT AND PLAN MERGER DATED AS Management For For
SEPTEMBER 13, 2010, AMONG WILLIAM DEMANT HOLDING
A/S, OI MERGER SUB, INC., AND OTIX GLOBAL, INC., AS IT
MAY BE AMENDED FROM TIME TO TIME.
02 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 ADOPT THE MERGER AGREEMENT.
NYMAGIC, INC.
SECURITY 629484106 MEETING TYPE Special
TICKER SYMBOL NYM MEETING DATE 22-Nov-2010
ISIN US6294841068 AGENDA 933342610 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------- ---------- ---- -----------
01 APPROVAL AND ADOPTION OF THE AGREEMENT AND PLAN Management For For
OF MERGER, DATED AS OF JULY 15, 2010, BY AND AMONG
PROSIGHT SPECIALTY INSURANCE HOLDINGS, INC., PSI
MERGER SUB INC. AND NYMAGIC, INC.
02 APPROVAL OF THE ADJOURNMENT OF THE SPECIAL Management For For
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.
DYNEGY INC.
SECURITY 26817G300 MEETING TYPE Contested-Special
TICKER SYMBOL DYN MEETING DATE 23-Nov-2010
ISIN US26817G3002 AGENDA 933336631 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------- ---------- ------- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management Against Against
DATED AS OF AUGUST 13, 2010, AS IT MAY BE AMENDED
FROM TIME TO TIME, AMONG DYNEGY INC., DENALI
PARENT INC. AND DENALI MERGER SUB INC.
02 TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR Management Against Against
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL
MEETING TO APPROVE THE PROPOSAL TO ADOPT THE
AGREEMENT AND PLAN OF MERGER.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 19
The GDL Fund
EMULEX CORPORATION
SECURITY 292475209 MEETING TYPE Annual
TICKER SYMBOL ELX MEETING DATE 23-Nov-2010
ISIN US2924752098 AGENDA 933337380 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------ ---------- ------- -----------
01 DIRECTOR Management
1 FRED B. COX For For
2 MICHAEL P. DOWNEY For For
3 BRUCE C. EDWARDS For For
4 PAUL F. FOLINO For For
5 ROBERT H. GOON For For
6 DON M. LYLE For For
7 JAMES M. MCCLUNEY For For
8 DEAN A. YOOST For For
02 RATIFICATION AND APPROVAL OF THE 2005 EQUITY Management Against Against
INCENTIVE PLAN, AS AMENDED AND RESTATED.
03 RATIFICATION AND APPROVAL OF AN AMENDMENT TO THE Management For For
EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE
NUMBER OF SHARES RESERVED FOR ISSUANCE
THEREUNDER BY 1,500,000 SHARES.
04 RATIFICATION OF SELECTION OF KPMG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
MASSMART HOLDINGS LTD
SECURITY S4799N114 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 24-Nov-2010
ISIN ZAE000029534 AGENDA 702696862 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------------- ---------- ----- -----------
1.O.1 Resolved that the annual financial statements of the Company Management For For
and the Group for the year ended 27TH June 2010, circulated
together with this notice, be and are hereby adopted
2.O.2 Resolved that Mr. KD Dlamini, who retires by rotation and has Management For For
offered himself for re-election, be and is hereby re-elected to the
Board of Directors of the Company
3.O.3 Resolved that Dr NN Gwagwa, who retires by rotation and has Management For For
offered herself for re-election, be and is hereby re-elected to the
Board of Directors of the Company
4.O.4 Resolved that Mr. MJ Lamberti, who retires by rotation and has Management For For
offered himself for re-election, be and is hereby re-elected to the
Board of Directors of the Company
5.O.5 Resolved that Ms P Langeni, who retires by rotation and has Management For For
offered herself for re-election, be and is hereby re-elected to the
Board of Directors of the Company
6.O.6 Resolved that Mr. IN Matthews, who retires by rotation and has Management For For
offered himself for re-election, be and is hereby re-elected to the
Board of Directors of the Company
7.O.7 Resolved that the Non-Executive Directors' annual remuneration Management For For
for the 2011 financial year, be approved
8.O.8 Resolved that Deloitte & Touche (with Mr. Andre Dennis as the Management For For
Audit Partner) be and are hereby re-elected as the Company's
Auditors for the ensuing financial year, as approved by the
Massmart Audit Committee and recommended to shareholders
9.O.9 Resolved that the appointments of the following as Members of Management For For
the Audit Committee be and are hereby ratified and confirmed: IN
Matthews, CS Seabrooke, P Maw and P Langeni
10O10 Resolved that all the ordinary shares in the authorised but Management For For
unissued share capital of the Company be and are hereby placed
under the control of the Directors in terms of Section 221 (2) of the
Companies Act, No.61 of 1973, as amended (the Act), who shall
be authorised to allot and issue such shares to such person or
persons on such terms and conditions as they may deem fit but
not exceeding 5 percent of the number of ordinary shares already
in issue. Such allotment will be in accordance with the Act and the
JSE Limited (JSE) Listings Requirements (JSE Listings
Requirements)
11O11 Resolved that, subject to the JSE Listings Requirements, the Management For For
Directors be and are hereby authorised to issue the ordinary
shares in the authorised but unissued share capital of the
Company for cash to such person or persons on such terms and
conditions as they may deem fit, subject to the following: the
issues in the aggregate in any one financial year shall not exceed
5 percent of the number of shares already in issue and the
authority hereby granted will be valid until the Company's next
annual general meeting, provided that it will not extend to beyond
15 months
12O12 Resolved that, in terms of Schedule 14 of the JSE Listings Management For For
Requirements and in accordance with Section 222 of the Act,
where applicable, the Company hereby amends the rules of the
Massmart Holdings Limited Employee Share Scheme (first
adopted by the Company at a General Meeting held on 12th June
2000) incorporated in the Massmart Holdings Limited Employee
Share Trust (the Trust) by the substitution in their entirety of the
existing terms of the Trust with the amended and restated terms of
the Trust . The amended and restated terms of the Trust will be
tabled at this annual general meeting and initialed by the
Chairman for identification, the salient terms and conditions of
which are as set out in the Notice of Amendment to the Massmart
Holdings Limited Employee Share Scheme
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 20
The GDL Fund
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------------------- ---------- ---- ------------
13S.1 Resolved that, the Company and /or its subsidiaries be and are Management For For
hereby authorised in terms of Sections 85(2) and 85(3) of the
Companies Act, No. 61 of 1973, as amended (the Act), and the
JSE Limited (JSE) Listings Requirements,(JSE Listings
Requirements), from time to time to acquire the ordinary and/or
preference shares in the issued share capital of the Company
from such shareholder(s), at such price, in such manner and
subject to such terms and conditions as the directors may deem
fit, but subject to the Articles of Association of the Company, the
Act and the JSE Listings Requirements, and provided that the
authority hereby granted will be valid until the Company's next
annual general meeting, provided that it will not extend to beyond
15 months from the date of registration of this special resolution
and acquisitions in the aggregate in any one financial year shall
not exceed 15 percent of that class of the Company's issued
share cap
14S.2 Resolved that, Article 43.1.7 of the Articles of Association of the Management For For
Company be and is hereby amended by the replacement of the
words Black Management Trust with Black Scarce Skills Trust
15S.3 Resolved that Article 43.2.12 of the Articles of Association of the Management For For
Company be and is hereby deleted in its entirety and replaced
with the following, A B Preference Share shall, unless it is
converted into an ordinary share in the Company pursuant to the
provisions of Article 43.2.9, be automatically redeemed at an
amount equal to its par value on the date that is the 7th (seventh)
anniversary of the date on which that B Preference Share was
allocated to a Beneficiary in terms of the Management Trust, or if
that B Preference Share has not been allocated in terms of the
Management Trust, on 30TH September 2016 or such later date
as the Board of Directors of the Company may determine
PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION Non-Voting
OF TEXT IN RESOLUTION 8. I-F YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UN-LESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
THERMADYNE HOLDINGS CORPORATION
SECURITY 883435307 MEETING TYPE Special
TICKER SYMBOL THMD MEETING DATE 02-Dec-2010
ISIN US8834353075 AGENDA 933345161 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------- ---------- ---- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF OCTOBER 5, 2010, AS IT MAY BE AMENDED
FROM TIME TO TIME, BY AND AMONG RAZOR HOLDCO INC.,
RAZOR MERGER SUB INC. AND THERMADYNE HOLDINGS
CORPORATION.
02 TO ADJOURN THE SPECIAL MEETING TO A LATER DATE, 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 AGREEMENT AND PLAN OF MERGER.
ANDEAN RESOURCES LIMITED
SECURITY Q0793X100 MEETING TYPE Annual
TICKER SYMBOL ANDPF MEETING DATE 03-Dec-2010
ISIN AU000000AND0 AGENDA 933346505 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------- ---------- ---- -----------
01 SCHEME RESOLUTION: TO APPROVE THE SCHEME (AS SET Management For For
OUT IN THE NOTICE OF SCHEME MEETING IN ANNEXURE I
OF THE SCHEME BOOKLET).
02 AGM RESOLUTIONS: RATIFICATION OF THE APPOINTMENT Management For For
OF MR. CHARLES WINOGRAD AS A DIRECTOR.
03 ADOPTION OF THE REMUNERATION REPORT. Management For For
4A APPROVAL OF ISSUE OF SHARES AND OPTIONS TO MR. Management For For
WAYNE HUBERT.
4B APPROVAL OF ISSUE OF SHARES AND OPTIONS TO MR. Management For For
CHARLES WINOGRAD.
4C APPROVAL OF ISSUE OF PERFORMANCE RIGHTS TO MR. Management For For
CHARLES WINOGRAD.
05 ADDITIONAL AGM RESOLUTION IF THE SCHEME IS Management For For
APPROVED BY THE REQUISITE MAJORITY OF
SHAREHOLERS: CANCELLATION OF OPTIONS.
06 RESOLUTIONS IF SCHEME IS NOT APPROVED BY THE Management For For
REQUISITE MAJORITY OF SHAREHOLDERS: RE-ELECTION
OF MR. IAN HUME AS DIRECTOR.
07 APPROVAL OF NEW EMPLOYEE SHARE OWNERSHIP PLAN. Management For For
08 RATIFICATION OF ISSUE OF SECURITIES UNDER CAPITAL Management For For
RAISING.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 21
The GDL Fund
NU HORIZONS ELECTRONICS CORP.
SECURITY 669908105 MEETING TYPE Special
TICKER SYMBOL NUHC MEETING DATE 07-Dec-2010
ISIN US6699081054 AGENDA 933344020 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------- ---------- ---- -----------
01 TO CONSIDER AND VOTE UPON A PROPOSAL TO ADOPT Management For For
THE MERGER AGREEMENT, DATED AS OF SEPTEMBER 19,
2010 (THE "MERGER AGREEMENT") BY AND AMONG NU
HORIZONS ELECTRONICS CORP., ARROW ELECTRONICS,
INC., AND NEPTUNE ACQUISITION CORPORATION, INC.
02 TO CONSIDER AND VOTE UPON A PROPOSAL TO ADJOURN Management For For
THE SPECIAL MEETING, IF NECESSARY, FOR THE
SOLICITATION OF ADDITIONAL PROXIES IN THE EVENT
THAT THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF
THE SPECIAL MEETING TO APPROVE THE PROPOSAL TO
ADOPT THE MERGER AGREEMENT.
HARMAN INTERNATIONAL INDUSTRIES, INC.
SECURITY 413086109 MEETING TYPE Annual
TICKER SYMBOL HAR MEETING DATE 08-Dec-2010
ISIN US4130861093 AGENDA 933338976 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------- ---------- ------ -----------
01 DIRECTOR Management
1 DR. HARALD EINSMANN For For
2 A. MCLAUGHLIN KOROLOGOS For For
3 KENNETH M. REISS For For
02 PROPOSAL TO AMEND THE AMENDED AND RESTATED 2002 Management Against Against
STOCK OPTION AND INCENTIVE PLAN.
A. SCHULMAN, INC.
SECURITY 808194104 MEETING TYPE Annual
TICKER SYMBOL SHLM MEETING DATE 09-Dec-2010
ISIN US8081941044 AGENDA 933346303 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------- ------------ ------- ------------
01 DIRECTOR Management
1 EUGENE R. ALLSPACH For For
2 GREGORY T. BARMORE For For
3 DAVID G. BIRNEY For For
4 HOWARD R. CURD For For
5 JOSEPH M. GINGO For For
6 MICHAEL A. MCMANUS, JR. For For
7 LEE D. MEYER For For
8 JAMES A. MITAROTONDA For For
9 ERNEST J. NOVAK, JR. For For
10 DR. IRVIN D. REID For For
11 JOHN B. YASINSKY For For
02 THE RATIFICATION OF THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS A. SCHULMAN'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING AUGUST 31, 2011.
03 THE ADOPTION AND APPROVAL OF A. SCHULMAN'S 2010 Management Against Against
VALUE CREATION REWARDS PLAN.
CRUCELL NV, LEIDEN
SECURITY N23473106 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 10-Dec-2010
ISIN NL0000358562 AGENDA 702697004 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------------------- ---------- ------ ------------
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 760319 DUE TO VOTING MEETI-NG CHANGE TO
INFORMATION MEETING [CHANGE IN VOTING STATUS]. ALL
VOTES RECEIVED-ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT O-N
THIS MEETING NOTICE. THANK YOU.
1 Opening of the General Meeting Non-Voting
2 Discussion on the intended bid by Johnson + Johnson on all Non-Voting
outstanding shares-in the capital of Crucell NV and all related
aspects hereto
3 Closing of the General Meeting Non-Voting
"PLEASE NOTE THAT BLOCKING WILL NOT APPLY WHEN Non-Voting
THERE IS A RECORD DATE ASSOCIAT-ED WITH THIS
MEETING. THANK YOU".
PLEASE NOTE THAT THIS IS AN INFORMATION MEETING. Non-Voting
SHOULD YOU WISH TO ATTEND THE-MEETING
PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD
BY CONTACTING YOUR CLI-ENT REPRESENTATIVE. THANK
YOU
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 22
The GDL Fund
AMERICAN COMMERCIAL LINES INC.
SECURITY 025195405 MEETING TYPE Special
TICKER SYMBOL ACLI MEETING DATE 14-Dec-2010
ISIN US0251954055 AGENDA 933348927 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------- ---------- ---- ------------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF OCTOBER 18, 2010, AS IT MAY BE AMENDED
FROM TIME TO TIME, BY AND AMONG AMERICAN
COMMERCIAL LINES INC., FINN HOLDING CORPORATION
AND FINN MERGER CORPORATION (THE "AGREEMENT AND
PLAN OF MERGER").
02 TO APPROVE AN ADJOURNMENT OF THE SPECIAL Management For For
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 AGREEMENT AND PLAN OF
MERGER.
PROSPECT MEDICAL HOLDINGS, INC.
SECURITY 743494106 MEETING TYPE Special
TICKER SYMBOL PZZ MEETING DATE 15-Dec-2010
ISIN US7434941065 AGENDA 933351722 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------- ---------- ---- ------------
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER DATED AS OF AUGUST 16, 2010, AS IT MAY BE
AMENDED FROM TIME TO TIME, AMONG PROSPECT
MEDICAL HOLDINGS, INC., IVY HOLDINGS INC., AND IVY
MERGER SUB CORP.
02 PROPOSAL TO ADJOURN THE SPECIAL MEETING TO A Management For For
LATER DATE IF THERE ARE INSUFFICIENT VOTES AT THE
TIME OF THE SPECIAL MEETING TO APPROVE PROPOSAL
NUMBER 1.
CHINA HUIYUAN JUICE GROUP LTD
SECURITY G21123107 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 16-Dec-2010
ISIN KYG211231074 AGENDA 702721336 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ---- ------------
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO Non-Voting
VOTE 'IN FAVOR' OR 'AGAINST'-ONLY FOR RESOLUTION 1.
THANK YOU.
CMMT PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE Non-Voting
BY CLICKING ON THE URL LINK:-
http://www.hkexnews.hk/listedco/listconews/sehk/20101130/LTN2
0101130267.pdf
1 That the 2011 Raw Materials Purchase and Recyclable Management For For
Containers Sales Agreement and the proposed annual monetary
caps contemplated thereunder be and are hereby approved, and
any director of the Company be and is hereby authorised to do all
such acts and things, execute all such documents and take all
such steps which he/she deems necessary, desirable or expedient
to implement and/or give effect to the terms of and the
transactions contemplated under the 2011 Raw Materials
Purchase and Recyclable Containers Sales Agreement
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting
OF CONSERVATIVE RECORD DATE-. 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.
THE STUDENT LOAN CORPORATION
SECURITY 863902102 MEETING TYPE Special
TICKER SYMBOL STU MEETING DATE 16-Dec-2010
ISIN US8639021026 AGENDA 933345476 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------- ---------- ---- ------------
01 ADOPTION OF A RESOLUTION AUTHORIZING THE Management For For
TRANSACTIONS CONTEMPLATED BY THE ASSET
PURCHASE AGREEMENT, DATED AS OF SEPTEMBER 17,
2010, BY AND AMONG THE STUDENT LOAN CORPORATION;
CITIBANK, N.A.; CITIBANK (SOUTH DAKOTA) NATIONAL
ASSOCIATION; SLC STUDENT LOAN RECEIVABLES I, INC.;
BULL RUN 1 LLC; SLM EDUCATION CREDIT FINANCE
CORPORATION; AND SALLIE MAE, INC.
02 ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF SEPTEMBER 17, 2010, BY AND AMONG THE
STUDENT LOAN CORPORATION, DISCOVER BANK AND
ACADEMY ACQUISITION CORP., A WHOLLY OWNED
SUBSIDIARY OF DISCOVER BANK, AND APPROVAL OF THE
MERGER OF ACADEMY ACQUISITION CORP. WITH AND INTO
THE STUDENT LOAN CORPORATION, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
ACTIVIDENTITY CORPORATION
SECURITY 00506P103 MEETING TYPE Special
TICKER SYMBOL ACTI MEETING DATE 16-Dec-2010
ISIN US00506P1030 AGENDA 933349551 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------- ---------- ---- ------------
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OR Management For For
MERGER, DATED AS OF OCTOBER 11, 2010 (THE "MERGER
AGREEMENT"), BY AND AMONG ASSA ABLOY INC., AN
OREGON CORPORATION ("ASSA US"), FITACQUISITION,
INC., A DELAWARE CORPORATION AND A WHOLLY OWNED
SUBSIDIARY OF ASSA US ("MERGER SUB"), AND
ACTIVIDENTITY, ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
02 PROPOSAL TO ADJOURN OR POSTPONE THE SPECIAL Management For For
MEETING TO A LATER DATE OR TIME, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL
MEETING TO ADOPT THE MERGER AGREEMENT.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 23
The GDL Fund
INTERNET BRANDS INC
SECURITY 460608102 MEETING TYPE Special
TICKER SYMBOL INET MEETING DATE 16-Dec-2010
ISIN US4606081028 AGENDA 933349563 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------- ---------- ---- ------------
01 TO CONSIDER AND VOTE UPON A PROPOSAL TO ADOPT Management For For
THE AGREEMENT AND PLAN OF MERGER, DATED AS OF
SEPTEMBER 17, 2010, AS IT MAY BE AMENDED FROM TIME
TO TIME, BY AND AMONG INTERNET BRANDS, INC., A
DELAWARE CORPORATION, MICRO HOLDING CORP., A
DELAWARE CORPORATION, AND MICRO ACQUISITION
CORP., A DELAWARE CORPORATION AND A WHOLLY
OWNED SUBSIDIARY OF MICRO HOLDING CORP.
02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL Management For For
MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES
AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE
MERGER AGREEMENT.
ALBERTO-CULVER COMPANY
SECURITY 013078100 MEETING TYPE Special
TICKER SYMBOL ACV MEETING DATE 17-Dec-2010
ISIN US0130781000 AGENDA 933349537 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------- ---------- ---- ------------
01 THE PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, BY AND AMONG UNILEVER N.V., A NETHERLANDS
CORPORATION, SOLELY WITH RESPECT TO SECTION 5.10
THEREOF, UNILEVER PLC, A COMPANY INCORPORATED
UNDER THE LAWS OF AND REGISTERED IN ENGLAND,
CONOPCO, INC., A NEW YORK CORPORATION, ACE
MERGER, INC., A DELAWARE CORPORATION, AND
ALBERTO-CULVER COMPANY.
02 THE PROPOSAL TO ADJOURN 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 NOT SUFFICIENT VOTES IN FAVOR OF ADOPTION OF
THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL
MEETING.
NIGHTHAWK RADIOLOGY HOLDINGS, INC.
SECURITY 65411N105 MEETING TYPE Special
TICKER SYMBOL NHWK MEETING DATE 22-Dec-2010
ISIN US65411N1054 AGENDA 933354083 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------- ---------- ---- ------------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF SEPTEMBER 26, 2010, BY AND AMONG
VIRTUAL RADIOLOGIC CORPORATION, EAGLE MERGER SUB
CORPORATION AND NIGHTHAWK RADIOLOGY HOLDINGS,
INC. (THE "MERGER AGREEMENT").
02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL Management For For
MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES
AT THE TIME OF THE MEETING TO ADOPT THE MERGER
AGREEMENT.
CELLU TISSUE HOLDINGS, INC.
SECURITY 151169109 MEETING TYPE Special
TICKER SYMBOL CLU MEETING DATE 23-Dec-2010
ISIN US1511691099 AGENDA 933356974 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------- ---------- ---- ------------
01 THE PROPOSAL TO ADOPT AND APPROVE THE Management For For
AGREEMENT AND PLAN OF MERGER DATED SEPTEMBER
15, 2010, AS AMENDED FROM TIME TO TIME, BY AND
AMONG CELLU TISSUE HOLDINGS, INC, CLEARWATER
PAPER CORPORATION, AND SAND DOLLAR ACQUISITION
CORPORATION.
02 THE PROPOSAL TO ADJOURN THE SPECIAL MEETING, FOR Management For For
ANY PURPOSE, INCLUDING TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME
OF THE MEETING TO ADOPT AND APPROVE THE
AGREEMENT AND PLAN OF MERGER.
COMMSCOPE, INC.
SECURITY 203372107 MEETING TYPE Special
TICKER SYMBOL CTV MEETING DATE 30-Dec-2010
ISIN US2033721075 AGENDA 933357899 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------- ---------- ---- ------------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF OCTOBER 26, 2010, AS IT MAY BE AMENDED
FROM TIME TO TIME, BY AND AMONG COMMSCOPE, INC.,
CEDAR I HOLDING COMPANY, INC. AND CEDAR I MERGER
SUB, INC.
02 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 ADOPT THE AGREEMENT AND PLAN OF
MERGER.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 24
The GDL Fund
ART TECHNOLOGY GROUP, INC.
SECURITY 04289L107 MEETING TYPE Special
TICKER SYMBOL ARTG MEETING DATE 04-Jan-2011
ISIN US04289L1070 AGENDA 933354603 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------- ---------- ---- ------------
01 ADOPT THE MERGER AGREEMENT. Management For For
02 APPROVE THE GRANT OF DISCRETIONARY AUTHORITY TO Management For For
THE NAMED PROXIES TO VOTE YOUR SHARES TO
APPROVE ONE OR MORE ADJOURNMENTS OR
POSTPONEMENTS OF THE SPECIAL MEETING IF THERE
ARE NOT SUFFICIENT VOTES TO ADOPT THE MERGER
AGREEMENT AT THE TIME OF THE SPECIAL MEETING.
VOLTAIRE LTD.
SECURITY M97613109 MEETING TYPE Special
TICKER SYMBOL VOLT MEETING DATE 06-Jan-2011
ISIN IL0011064263 AGENDA 933359273 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------- ---------- ---- ------------
01 TO APPROVE THE AGREEMENT OF MERGER, DATED Management For For
NOVEMBER 29, 2010, BY & AMONG THE COMPANY,
MELLANOX TECHNOLOGIES, LTD., A COMPANY FORMED
UNDER THE LAWS OF THE STATE OF ISRAEL ("MELLANOX"),
AND MONDIAL ACQUISITION CORPORATION LTD., ALL AS
MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
02 TO APPROVE THE PURCHASE BY THE COMPANY OF A RUN- Management For For
OFF DIRECTORS' AND OFFICERS' LIABILITY INSURANCE
POLICY FOR A PERIOD OF SEVEN YEARS FOLLOWING THE
CLOSING OF THE MERGER, AS PERMITTED BY THE
AGREEMENT OF MERGER.
T-3 ENERGY SERVICES, INC.
SECURITY 87306E107 MEETING TYPE Special
TICKER SYMBOL TTES MEETING DATE 07-Jan-2011
ISIN US87306E1073 AGENDA 933357065 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------------- ---------- ---- ------------
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF OCTOBER 6, 2010, AMONG T-3
ENERGY SERVICES, INC. ("T-3"), ROBBINS & MYERS, INC.
("ROBBINS & MYERS"), TRIPLE MERGER I, INC. TRIPLE
MERGER II, INC. AS SUCH MERGER AGREEMENT MAY BE
AMENDED FROM TIME TO TIME (THE "MERGER
AGREEMENT"), ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
02 PROPOSAL TO APPROVE AN ADJOURNMENT OF THE T-3 Management For For
SPECIAL MEETING, IF NECESSARY, INCLUDING TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT
VOTES FOR THE PROPOSAL TO ADOPT THE MERGER
AGREEMENT AND APPROVE THE MERGER.
CEDAR FAIR, L.P.
SECURITY 150185106 MEETING TYPE Contested-Special
TICKER SYMBOL FUN MEETING DATE 11-Jan-2011
ISIN US1501851067 AGENDA 933359285 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------- ----------- ------- ------------
01 TO CONSIDER AND VOTE UPON A PROPOSAL FROM Q Shareholder Against For
FUNDING III, L.P. AND Q4 FUNDING, L.P. (TOGETHER WITH
GEOFFREY RAYNOR, "Q INVESTMENTS") TO AMEND CEDAR
FAIR, L.P.'S FIFTH AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP ("PARTNERSHIP AGREEMENT"),
ALL AS MORE FULLY DESCRIBED IN THE PROXY
STATEMENT.
02 TO CONSIDER AND VOTE UPON A PROPOSAL FROM Q Shareholder Against For
INVESTMENTS TO AMEND THE PARTNERSHIP AGREEMENT
TO REQUIRE THE GENERAL PARTNER TO MAKE DIVIDEND
DISTRIBUTION A HIGHER PRIORITY THAN DEBT
REPAYMENT AND TO TAKE EVERY ACTION POSSIBLE,
INCLUDING SEEKING NECESSARY AMENDMENTS TO LOAN
AGREEMENTS, INDENTURES & OTHER DOCUMENTATION,
ALL AS MORE FULLY DESCRIBED IN THE PROXY
STATEMENT.
SYNIVERSE HOLDINGS INC
SECURITY 87163F106 MEETING TYPE Special
TICKER SYMBOL SVR MEETING DATE 12-Jan-2011
ISIN US87163F1066 AGENDA 933359603 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------- ---------- ---- ------------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF OCTOBER 28, 2010, AS IT MAY BE AMENDED
FROM TIME TO TIME, BY AND AMONG SYNIVERSE
HOLDINGS, INC., BUCCANEER HOLDINGS, INC. AND
BUCCANEER MERGER SUB, INC.
02 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 ADOPT THE AGREEMENT AND PLAN OF
MERGER.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 25
The GDL Fund
FIRST MERCURY FINANCIAL CORP.
SECURITY 320841109 MEETING TYPE Special
TICKER SYMBOL FMR MEETING DATE 14-Jan-2011
ISIN US3208411096 AGENDA 933359792 - 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
OCTOBER 28, 2010, AS IT MAY BE AMENDED FROM TIME TO
TIME, AMONG FAIRFAX FINANCIAL HOLDINGS LIMITED,
FAIRFAX INVESTMENTS II USA CORP. AND FIRST MERCURY
FINANCIAL CORPORATION.
02 TO CONSIDER AND VOTE ON A PROPOSAL TO ADJOURN Management For For
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
AGREEMENT AND PLAN OF MERGER REFERENCED IN
PROPOSAL 1 ABOVE.
03 TO TRANSACT ANY OTHER BUSINESS THAT MAY Management For For
PROPERLY COME BEFORE THE SPECIAL MEETING, OR ANY
ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL
MEETING, BY OR AT THE DIRECTION OF THE BOARD OF
DIRECTORS OF THE COMPANY.
MASSMART HOLDINGS LTD
SECURITY S4799N114 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 17-Jan-2011
ISIN ZAE000029534 AGENDA 702729091 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------------------- ---------- ---- ------------
1 Resolved that the requirement contained in Rule 8 of SRP Code, Management For For
that following the implementation of the Scheme, Walmart is
obligated to make a mandatory offer to all Massmart ordinary
shareholders, be and is hereby expressly waived
2 Resolved that in terms of Schedule 14 of the Listings Management For For
Requirements of the JSE Limited (JSE) and subject to the
approval of the JSE, and in accordance with s222 of the
Companies Act No. 61 of 1973, as amended, where applicable,
that the rules of the Massmart Holdings Limited Employee Share
Scheme (first adopted by the Company at an annual general
meeting held on 20000612) as amended most recently at the
annual general meeting on 20101124 and incorporated in the
Massmart Holdings Limited Employee Share Trust (the Trust) be
amended, by the insertion of a new clause 40 into the Trust
MASSMART HOLDINGS LTD
SECURITY S4799N114 MEETING TYPE Scheme Meeting
TICKER SYMBOL MEETING DATE 17-Jan-2011
ISIN ZAE000029534 AGENDA 702729320 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ---- ------------
1 To consider the scheme in terms of which Walmart will acquire 51 Management For For
(fifty one) Massmart ordinary shares from each Massmart ordinary
shareholder (other than the excluded shareholders) for every 100
(one hundred) Massmart ordinary shares held for the scheme
consideration of ZAR 148.00 (one hundred and forty eight Rand)
per Massmart ordinary share which is payable on the operative
date of the scheme, which date is expected to be on Monday,
20110221
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting
IN MEETING TYPE. IF YOU HAVE-ALREADY SENT IN YOUR
VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU D-ECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
SEAGATE TECHNOLOGY PLC
SECURITY G7945M107 MEETING TYPE Annual
TICKER SYMBOL STX MEETING DATE 18-Jan-2011
ISIN IE00B58JVZ52 AGENDA 933359401 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------- ---------- ---- ------------
1A RE-ELECTION OF DIRECTOR: STEPHEN J. LUCZO Management For For
1B RE-ELECTION OF DIRECTOR: FRANK J. BIONDI, JR. Management For For
1C RE-ELECTION OF DIRECTOR: LYDIA M. MARSHALL Management For For
1D RE-ELECTION OF DIRECTOR: CHONG SUP PARK Management For For
1E RE-ELECTION OF DIRECTOR: ALBERT A. PIMENTEL Management For For
1F RE-ELECTION OF DIRECTOR: GREGORIO REYES Management For For
1G RE-ELECTION OF DIRECTOR: JOHN W. THOMPSON Management For For
1H RE-ELECTION OF DIRECTOR: EDWARD J. ZANDER Management For For
02 TO RECEIVE AND CONSIDER IRISH STATUTORY ACCOUNTS Management For For
FOR THE FISCAL YEAR ENDED JULY 2, 2010, AND REPORTS
OF DIRECTORS AND AUDITORS.
03 AUTHORIZATION TO HOLD THE 2011 ANNUAL GENERAL Management For For
MEETING OF SHAREHOLDERS OF THE COMPANY AT A
LOCATION OUTSIDE OF IRELAND.
04 AUTHORIZATION OF THE COMPANY AND/OR ANY OF ITS Management For For
SUBSIDIARIES TO MAKE OPEN-MARKET PURCHASES OF
SEAGATE ORDINARY SHARES.
05 DETERMINATION OF THE PRICE RANGE AT WHICH THE Management For For
COMPANY CAN RE-ISSUE TREASURY SHARES OFF-
MARKET.
06 TO APPOINT ERNST & YOUNG 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.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 26
The GDL Fund
ROCK OF AGES CORPORATION
SECURITY 772632105 MEETING TYPE Special
TICKER SYMBOL ROAC MEETING DATE 18-Jan-2011
ISIN US7726321059 AGENDA 933360125 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------- ---------- ---- ------------
01 TO APPROVE THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF OCTOBER 18, 2010, BY AND AMONG ROCK OF
AGES CORPORATION, SWENSON GRANITE COMPANY, LLC
AND GRANITE ACQUISITION, LLC.
02 TO ADJOURN MEETING IF NECESSARY TO PERMIT Management For For
FURTHER SOLICITATION OF PROXIES IN THE EVENT THERE
ARE NOT SUFFICIENT VOTES OF CLASS A COMMON STOCK
AT THE TIME OF MEETING TO SATISFY THE CONDITION IN
MERGER AGREEMENT THAT MERGER AGREEMENT BE
APPROVED BY A MAJORITY OF THE OUTSTANDING SHARES
OF OUR CLASS A COMMON STOCK, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
EURAND N.V.
SECURITY N31010106 MEETING TYPE Special
TICKER SYMBOL EURX MEETING DATE 19-Jan-2011
ISIN NL0000886448 AGENDA 933363854 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------------- ---------- ---- ------------
1A TO APPOINT JOHN J. FRAHER AS EXECUTIVE DIRECTOR 'A' Management For For
AND CHIEF EXECUTIVE OFFICER OF THE COMPANY.
1B TO APPOINT CECILIA GONZALO AS A NON-EXECUTIVE Management For For
DIRECTOR 'B' OF THE COMPANY.
2A TO REVIEW AND APPROVE COMPENSATION FOR JOHN J. Management For For
FRAHER, EXECUTIVE DIRECTOR AND CHIEF EXECUTIVE
OFFICER OF THE COMPANY.
2B TO REVIEW AND APPROVE COMPENSATION FOR ANGELO Management For For
C. MALAHIAS, CHAIRMAN OF THE BOARD OF THE
COMPANY.
2C TO REVIEW AND APPROVE COMPENSATION FOR CECILIA Management For For
GONZALO AS A DIRECTOR OF THE COMPANY.
03 TO GRANT A DISCHARGE TO THE RESIGNING DIRECTORS Management For For
(GEAROID FAHERTY AND JONATHAN COSGRAVE) IN
RESPECT OF THEIR MANAGEMENT.
04 TO APPROVE THE SHARE PURCHASE AGREEMENT BY AND Management For For
AMONG THE COMPANY, AXCAN HOLDINGS INC. AND AXCAN
PHARMA HOLDING B.V.
05 TO REVIEW & APPROVE SALE OF ALL ASSETS & LIABILITIES Management For For
OF COMPANY TO AXCAN PHARMA HOLDING B.V. OR ONE
OR MORE OF ITS DESIGNEES.
06 TO APPROVE THE DESIGNATION OF THE MEMBERS OF Management For For
SPECIAL COMMITTEE WITH RESPECT TO SALE OF ASSETS
AND LIABILITIES OF THE COMPANY.
7A TO APPOINT RICHARD TARTE, VP, CORPORATE Management For For
DEVELOPMENT AND GENERAL COUNSEL OF AXCAN, AS AN
EXECUTIVE DIRECTOR 'A' OF THE COMPANY.
7B TO APPOINT RICHARD DEVLEESCHOUWER, SENIOR VICE Management For For
PRESIDENT, HUMAN RESOURCES OF AXCAN, AS AN
EXECUTIVE DIRECTOR 'A' OF THE COMPANY.
7C TO APPOINT STEVE GANNON, SENIOR VICE PRESIDENT, Management For For
CFO OF AXCAN, AS AN EXECUTIVE DIRECTOR 'A' OF THE
COMPANY.
08 TO APPROVE THE DISSOLUTION OF THE COMPANY, Management For For
EFFECTIVE UPON THE COMPLETION OF THE SUBSEQUENT
OFFERING PERIOD.
09 TO APPROVE THE APPOINTMENT OF AXCAN PHARMA Management For For
HOLDING B.V. KEEPER OF BOOKS & RECORDS OF
COMPANY UPON TERMINATION OF LIQUIDATION.
10 TO APPROVE ANY OTHER RESOLUTION TABLED IN Management For For
CONNECTION WITH THE ABOVE.
BUCYRUS INTERNATIONAL, INC.
SECURITY 118759109 MEETING TYPE Special
TICKER SYMBOL BUCY MEETING DATE 20-Jan-2011
ISIN US1187591094 AGENDA 933361949 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------- ---------- ---- ------------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF NOVEMBER 14, 2010, AS IT MAY BE AMENDED
FROM TIME TO TIME, ("THE MERGER AGREEMENT"), BY
AND AMONG BUCYRUS INTERNATIONAL, INC.,
CATERPILLAR INC., AND BADGER MERGER SUB, INC.
02 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 ADOPT THE MERGER AGREEMENT.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 27
The GDL Fund
CAMINO MINERALS CORPORATION
SECURITY 138050109 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL CAMZF MEETING DATE 25-Jan-2011
ISIN CA1380501090 AGENDA 933362864 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------- ---------- ---- -----------
01 TO SET THE NUMBER OF DIRECTORS AT FOUR (4). Management For For
02 DIRECTOR Management
1 R.E. GORDON DAVIS For For
2 GORDON BOGDEN For For
3 JAMES TUTTON For For
4 DAVID WATKINS For For
03 TO APPOINT PRICEWATERHOUSECOOPERS LLP, Management For For
CHARTERED ACCOUNTANTS, AS AUDITORS OF THE
COMPANY FOR THE ENSUING YEAR AT A REMUNERATION
TO BE FIXED BY THE DIRECTORS.
04 TO APPROVE THE OPTION PLAN RESOLUTION RELATING Management For For
TO THE ADOPTION OF THE STOCK OPTION PLAN OF THE
COMPANY, AS DESCRIBED IN THE MANAGEMENT
INFORMATION CIRCULAR DATED DECEMBER 6, 2010.
DRAKA HOLDING NV
SECURITY N2771R199 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 26-Jan-2011
ISIN NL0000347813 AGENDA 702733040 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------------------------- ---------- ---- -----------
CMMT PLEASE NOTE THAT BLOCKING WILL NOT APPLY WHEN Non-Voting
THERE IS A RECORD DATE-ASSOCIATED WITH THIS
MEETING. THANK YOU
1 Opening Non-Voting
2 Recent information and developments Non-Voting
3 Discussion of the intended public offer by Prysmian S.p.A. on all Non-Voting
the issued-and outstanding ordinary shares in the capital of Draka
(the "Offer")
4.a Amendment of the articles of association: Proposal to amend the Management For For
articles of association per the Settlement Date, being the date on
which the transfer of shares takes place upon payment of the offer
price, subject to the condition precedent that the Offer is declared
unconditional
4.b Amendment of the articles of association: Proposal to amend the Management For For
articles of association per the date of de-listing on Euronext,
subject to the condition precedent that the Offer is declared
unconditional
4.c Amendment of the articles of association: Proposal to grant a Management For For
power of attorney to each member of the Board of Management
and each separate civil law notary, deputy civil law notary and
notarial employee of Allen & Overy LLP, to apply for a declaration
of no objections to the Ministry of Justice on the draft amendment
to the articles of association and to have all the deeds of
amendment of the articles of association executed, subject to the
condition precedent that the Offer is declared unconditional
5 Resignation of Mrs A.M. Fentener van Vlissingen and Messrs. Management For For
F.W. Frohlich, B.E. Dijkhuizen, F.H. Fentener van Vlissingen,
R.F.W. van Oordt and J.C.M. Schonfeld as members of the
Supervisory Board and the proposal to grant full and final release
from liability, subject to the condition precedent that the Offer is
declared unconditional
6 Appointment of Messrs. M. Battaini, P.F. Facchini and F. Romeo Management For For
as members of the Supervisory Board, subject to the condition
precedent that the Offer is declared unconditional
7 Any other business Non-Voting
8 Closing Non-Voting
LONMIN PLC, LONDON
SECURITY G56350112 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 27-Jan-2011
ISIN GB0031192486 AGENDA 702732733 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------ ---------- ---- -----------
1 To receive the Report and Accounts for the year ended 30 Management For For
September 2010
2 To receive and approve the Director Remuneration Report for the Management For For
year ended 30 September 2010
3 To declare a final dividend for the year ended 30 September 2010 Management For For
of 15 US cents net per share
4 To re-appoint KPMG Audit Plc as the Company's auditors Management For For
5 To authorise the Board to agree the auditors remuneration Management For For
6 To re-elect Roger Phillimore as a director of the Company Management For For
7 To re-elect Ian Farmer as a director of the Company Management For For
8 To re-elect Michael Hartnall as a director of the Company Management For For
9 To re-elect Jonathan Leslie as a director of the Company Management For For
10 To re-elect David Munro as a director of the Company Management For For
11 To re-elect Karen de Segundo as a director of the Company Management For For
12 To re-elect Jim Sutcliffe as a director of the Company Management For For
13 To re-elect Len Konar as a director of the Company Management For For
14 To re-elect Cyril Ramaphosa as a director of the Company Management For For
15 To re-elect Simon Scott as a director of the Company Management For For
16 To re-elect Mahomed Seedat as a director of the Company Management For For
17 To authorise the directors to allot shares Management For For
18 To authorise the directors to disapply pre emption rights Management For For
19 To authorise the Company to purchase own shares Management For For
20 To authorise a notice period of 14 days for general meetings other Management For For
than AGMs
21 To adopt the new Annual Share Awards Plan Management For For
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 28
The GDL Fund
ASHLAND INC.
SECURITY 044209104 MEETING TYPE Annual
TICKER SYMBOL ASH MEETING DATE 27-Jan-2011
ISIN US0442091049 AGENDA 933358853 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------- ---------- ------- -----------
1A ELECTION OF CLASS I DIRECTOR: KATHLEEN LIGOCKI Management For For
1B ELECTION OF CLASS I DIRECTOR: JAMES J. O'BRIEN Management For For
1C ELECTION OF CLASS I DIRECTOR: BARRY W. PERRY Management For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL 2011.
03 APPROVAL OF THE 2011 ASHLAND INC. INCENTIVE PLAN. Management For For
04 APPROVAL OF THE COMPENSATION OF THE NAMED Management Abstain Against
EXECUTIVE OFFICERS AS DISCLOSED IN THE ASHLAND
INC. PROXY STATEMENT PURSUANT TO
ITEM 402 OF
REGULATION S-K UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED.
05 WHETHER THE SHAREHOLDER VOTE TO APPROVE THE Management Abstain Against
COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS
REQUIRED BY SECTION 14A(A)(2) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, SHOULD OCCUR
EVERY.
L-1 IDENTITY SOLUTIONS, INC.
SECURITY 50212A106 MEETING TYPE Special
TICKER SYMBOL ID MEETING DATE 03-Feb-2011
ISIN US50212A1060 AGENDA 933363967 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------- ---------- ---- -----------
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF SEPTEMBER 19, 2010, BY AND
AMONG L-1 IDENTITY SOLUTIONS, INC., A DELAWARE
CORPORATION, SAFRAN SA, A FRENCH SOCIETE
ANONYME, AND LASER ACQUISITION SUB INC., A
DELAWARE CORPORATION AND A WHOLLY OWNED
SUBSIDIARY OF SAFRAN SA, AND TO APPROVE THE
MERGER CONTEMPLATED BY THE MERGER AGREEMENT.
02 PROPOSAL TO ADJOURN OR POSTPONE THE SPECIAL Management For For
MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES
AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE
MERGER AGREEMENT AND APPROVE THE MERGER.
CRUCELL NV, LEIDEN
SECURITY N23473106 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 08-Feb-2011
ISIN NL0000358562 AGENDA 702738949 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------------------------- ---------- ---- -----------
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 770046 DUE TO ADDITION OF-RESOLUTIONS. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AN-D YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
PLEASE NOTE THAT BLOCKING WILL NOT APPLY WHEN Non-Voting
THERE IS A RECORD DATE ASSOCIATE-D WITH THIS
MEETING. THANK YOU
1 Opening of the general meeting Non-Voting
2 Discussion of the contemplated offer of Johnson + Johnson for all Management For For
the outstanding shares in the capital of the company and all
aspects in connection therewith
3.a Proposal to amend the articles of association of the Company with Management For For
effect of the Settlement Date, being the date no later than the third
business day after the date the Offer has been declared
unconditional, under the condition precedent of the contemplated
offer of Johnson & Johnson for all the outstanding shares in the
capital of the Company (the Offer) being declared unconditional
3.b Proposal to authorise each member o f the board of management Management For For
of the company and also each civil law notary, deputy civil law
notary and notarial assistant of allen + overy llp , each of them
severally, with effect of the settlement date, under the condition
precedent of the offer being declared unconditional, to apply to the
dutch ministry of justice for the statement of no objection's and to
have the deed of amendment of the articles of association
executed
4 Resignation of Messrs. W.M. Burns, S.A. Davis, P. Satow, J.S.S. Management For For
Shannon, G.R. Siber, F.F. Waller and C.-E . Wilhelmsson as
members of the supervisory board and the proposal to grant
discharge with effect of the settlement date, under the condition
precedent of the offer being declared unconditional
5.a It is proposed to appoint J.H.J.Peeters as member of the Management For For
supervisory board where all details as laid down in article 2:158
paragraph 5, section 2: 142 paragraph 3 of the dutch civil code
are available for the general meeting of shareholders
5.b It is proposed to appoint P.Stoffels as member of the supervisory Management For For
board where all details as laid down in article 2:158 paragraph 5,
section 2: 142 paragraph 3 of the dutch civil code are available for
the general meeting of shareholders
5.c It is proposed to appoint T.J.Heyman as member of the Management For For
supervisory board where all details as laid down in article 2:158
paragraph 5, section 2: 142 paragraph 3 of the dutch civil code
are available for the general meeting of shareholders
5.d It is proposed to appoint J.J.U. Van Hoof as member of the Management For For
supervisory board where all details as laid down in article 2:158
paragraph 5, section 2: 142 paragraph 3 of the dutch civil code
are available for the general meeting of shareholders
5.e It is proposed to appoint Ms.J.V.Griffiths as member of the Management For For
supervisory board where all details as laid down in article 2:158
paragraph 5, section 2: 142 paragraph 3 of the dutch civil code
are available for the general meeting of shareholders
5.f It is proposed to appoint B.W. Van Zijll Langhout as member of Management For For
the supervisory board where all details as laid down in article
2:158 paragraph 5, section 2: 142 paragraph 3 of the dutch civil
code are available for the general meeting of shareholders
5.g It is proposed to appoint P.Korte as member of the supervisory Management For For
board where all details as laid down in article 2:158 paragraph 5,
section 2: 142 paragraph 3 of the dutch civil code are available for
the general meeting of shareholders
5.h It is proposed to appoint D.-J. Zweers as member of the Management For For
supervisory board where all details as laid down in article 2:158
paragraph 5, section 2: 142 paragraph 3 of the dutch civil code
are available for the general meeting of shareholders
5.i It is proposed to appoint J.C. Bot as member of the supervisory Management For For
board where all details as laid down in article 2:158 paragraph 5,
section 2 142 paragraph 3 of the dutch civil code are available for
the general meeting of shareholders
6 Any other business Non-Voting
7 Closing of the general meeting Non-Voting
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting
IN TEXT OF RESOLUTION 3A. IF-YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNL-ESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 29
The GDL Fund
CRUCELL N.V.
SECURITY 228769105 MEETING TYPE Special
TICKER SYMBOL CRXL MEETING DATE 08-Feb-2011
ISIN US2287691057 AGENDA 933366608 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------ ---------- ---- ------------
3A PROPOSAL TO AMEND THE ARTICLES OF ASSOCIATION OF Management For For
THE COMPANY WITH EFFECT OF THE SETTLEMENT DATE,
BEING THE DATE NO LATER THAN THE THIRD BUSINESS
DAY AFTER THE DATE THE OFFER HAS BEEN DECLARED
UNCONDITIONAL, UNDER THE CONDITION PRECEDENT OF
THE CONTEMPLATED OFFER OF JOHNSON & JOHNSON
FOR ALL THE ISSUED AND OUTSTANDING SHARES IN THE
CAPITAL OF THE COMPANY (THE OFFER) BEING DECLARED
UNCONDITIONAL. (RESOLUTION).
3B PROPOSAL TO AUTHORISE EACH MEMBER OF THE BOARD Management For For
OF MANAGEMENT OF THE COMPANY AND ALSO EACH CIVIL
LAW NOTARY, DEPUTY CIVIL LAW NOTARY AND NOTARIAL
ASSISTANT OF ALLEN & OVERY LLP, EACH OF THEM
SEVERALLY, WITH EFFECT OF THE SETTLEMENT DATE,
UNDER THE CONDITION PRECEDENT OF THE OFFER BEING
DECLARED UNCONDITIONAL, TO APPLY TO THE DUTCH
MINISTRY OF JUSTICE FOR THE STATEMENT OF NO
OBJECTIONS AND TO HAVE THE DEED OF AMENDMENT OF
THE ARTICLES OF ASSOCIATION EXECUTED.
(RESOLUTION).
04 RESIGNATION SUPERVISORY BOARD AND DISCHARGE: Management For For
RESIGNATION OF MESSRS. W.M. BURNS, S.A. DAVIS, P.
SATOW, J.S.S. SHANNON, G.R. SIBER, F.F. WALLER AND C.-
E. WILHELMSSON AS MEMBERS OF THE SUPERVISORY
BOARD AND THE PROPOSAL TO GRANT DISCHARGE WITH
EFFECT OF THE SETTLEMENT DATE, UNDER THE
CONDITION PRECEDENT OF THE OFFER BEING DECLARED
UNCONDITIONAL. (RESOLUTION).
5A PROPOSAL TO APPOINT MR. J.H.J. PEETERS AS MEMBER Management For For
OF THE SUPERVISORY BOARD WITH EFFECT OF THE
SETTLEMENT DATE, UNDER THE CONDITION PRECEDENT
OF THE OFFER BEING DECLARED UNCONDITIONAL.
(RESOLUTION).
5B PROPOSAL TO APPOINT MR. P. STOFFELS AS MEMBER OF Management For For
THE SUPERVISORY BOARD WITH EFFECT OF THE
SETTLEMENT DATE, UNDER THE CONDITION PRECEDENT
OF THE OFFER BEING DECLARED UNCONDITIONAL.
(RESOLUTION).
5C PROPOSAL TO APPOINT MR. T.J. HEYMAN AS MEMBER OF Management For For
THE SUPERVISORY BOARD WITH EFFECT OF THE
SETTLEMENT DATE, UNDER THE CONDITION PRECEDENT
OF THE OFFER BEING DECLARED UNCONDITIONAL.
(RESOLUTION).
5D PROPOSAL TO APPOINT MR. J.J.U. VAN HOOF AS MEMBER Management For For
OF THE SUPERVISORY BOARD WITH EFFECT OF THE
SETTLEMENT DATE, UNDER THE CONDITION PRECEDENT
OF THE OFFER BEING DECLARED UNCONDITIONAL.
(RESOLUTION).
5E PROPOSAL TO APPOINT MS. J.V. GRIFFITHS AS MEMBER OF Management For For
THE SUPERVISORY BOARD WITH EFFECT OF THE
SETTLEMENT DATE, UNDER THE CONDITION PRECEDENT
OF THE OFFER BEING DECLARED UNCONDITIONAL.
(RESOLUTION).
5F PROPOSAL TO APPOINT MR. B.W. VAN ZIJLL LANGHOUT AS Management For For
MEMBER OF THE SUPERVISORY BOARD WITH EFFECT OF
THE SETTLEMENT DATE, UNDER THE CONDITION
PRECEDENT OF THE OFFER BEING DECLARED
UNCONDITIONAL. (RESOLUTION).
5G PROPOSAL TO APPOINT MR. P. KORTE AS MEMBER OF THE Management For For
SUPERVISORY BOARD WITH EFFECT OF THE SETTLEMENT
DATE, UNDER THE CONDITION PRECEDENT OF THE OFFER
BEING DECLARED UNCONDITIONAL. (RESOLUTION).
5H PROPOSAL TO APPOINT MR. D.-J. ZWEERS AS MEMBER OF Management For For
THE SUPERVISORY BOARD WITH EFFECT OF THE
SETTLEMENT DATE, UNDER THE CONDITION PRECEDENT
OF THE OFFER BEING DECLARED UNCONDITIONAL.
(RESOLUTION).
5I PROPOSAL TO APPOINT MR. J.C. BOT AS MEMBER OF THE Management For For
SUPERVISORY BOARD WITH EFFECT OF THE SETTLEMENT
DATE, UNDER THE CONDITION PRECEDENT OF THE OFFER
BEING DECLARED UNCONDITIONAL. (RESOLUTION).
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 30
The GDL Fund
CPI INTERNATIONAL, INC.
SECURITY 12618M100 MEETING TYPE Special
TICKER SYMBOL CPII MEETING DATE 10-Feb-2011
ISIN US12618M1009 AGENDA 933366280 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------- ---------- ---- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF NOVEMBER 24, 2010, AS IT MAY BE AMENDED
FROM TIME TO TIME, AMONG CPI INTERNATIONAL, INC.,
CATALYST HOLDINGS, INC. AND CATALYST ACQUISITION,
INC.
02 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
AGREEMENT AND PLAN OF MERGER AT THE SPECIAL
MEETING.
TALECRIS BIOTHERAPEUTICS HOLDINGS CORP
SECURITY 874227101 MEETING TYPE Special
TICKER SYMBOL TLCR MEETING DATE 14-Feb-2011
ISIN US8742271013 AGENDA 933367662 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------------- ---------- ---- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF JUNE 6, 2010, AMONG GRIFOLS, S.A.,
GRIFOLS, INC., AND TALECRIS BIOTHERAPEUTICS
HOLDINGS CORP., AS IT MAY BE AMENDED FROM TIME TO
TIME
02 TO APPROVE ANY MOTION TO ADJOURN THE TALECRIS Management For For
SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL
PROXIES
ATLAS ENERGY INC
SECURITY 049298102 MEETING TYPE Special
TICKER SYMBOL ATLS MEETING DATE 16-Feb-2011
ISIN US0492981024 AGENDA 933366266 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------- ---------- ---- -----------
01 THE PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF NOVEMBER 8, 2010 AND AMENDED
AS OF DECEMBER 7, 2010, BY AND AMONG ATLAS ENERGY,
INC., CHEVRON CORPORATION AND ARKHAN
CORPORATION, PROVIDING FOR THE MERGER OF ARKHAN
CORPORATION, AN INDIRECT WHOLLY OWNED SUBSIDIARY
OF CHEVRON CORPORATION, WITH AND INTO ATLAS
ENERGY, INC.
02 THE PROPOSAL TO ADJOURN THE SPECIAL MEETING TO A Management For For
LATER DATE OR TIME, IF NECESSARY OR APPROPRIATE, IN
THE VIEW OF THE ATLAS ENERGY, INC. BOARD OF
DIRECTORS, TO SOLICIT ADDITIONAL PROXIES IN FAVOR
OF THE PROPOSAL TO ADOPT THE MERGER AGREEMENT
IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF SUCH
ADJOURNMENT TO ADOPT THE MERGER AGREEMENT.
NOVELL, INC.
SECURITY 670006105 MEETING TYPE Special
TICKER SYMBOL NOVL MEETING DATE 17-Feb-2011
ISIN US6700061053 AGENDA 933367244 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------- ---------- ---- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF NOVEMBER 21, 2010, BY AND AMONG
NOVELL, INC., ATTACHMATE CORPORATION AND
LONGVIEW SOFTWARE ACQUISITION CORP., AS SUCH
AGREEMENT MAY BE AMENDED FROM TIME TO TIME.
02 TO AUTHORIZE THE BOARD OF DIRECTORS OF NOVELL, Management For For
INC., IN ITS DISCRETION, TO ADJOURN THE SPECIAL
MEETING TO A LATER DATE OR DATES, IF NECESSARY, TO
SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE
NOT SUFFICIENT VOTES IN FAVOR OF ADOPTION OF THE
AGREEMENT AND PLAN OF MERGER, DATED AS OF
NOVEMBER 21, 2010, BY AND AMONG NOVELL, INC.,
ATTACHMATE CORPORATION AND LONGVIEW SOFTWARE
ACQUISITION CORP. AT THE TIME OF THE SPECIAL
MEETING.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 31
The GDL Fund
DYNAMEX INC.
SECURITY 26784F103 MEETING TYPE Special
TICKER SYMBOL DDMX MEETING DATE 18-Feb-2011
ISIN US26784F1030 AGENDA 933367561 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------- ---------- ---- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF DECEMBER 14, 2010, AS IT MAY BE AMENDED
FROM TIME TO TIME, BY AND AMONG DYNAMEX INC.,
TRANSFORCE INC., AND TRANSFORCE ACQUISITION CORP.
02 TO APPROVE ANY ADJOURNMENT OF THE SPECIAL Management For For
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 AGREEMENT AND PLAN OF
MERGER.
COMPELLENT TECHNOLOGIES, INC.
SECURITY 20452A108 MEETING TYPE Special
TICKER SYMBOL CML MEETING DATE 22-Feb-2011
ISIN US20452A1088 AGENDA 933366254 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------- ---------- ---- -----------
01 TO CONSIDER AND VOTE UPON A PROPOSAL TO ADOPT Management For For
THE AGREEMENT AND PLAN OF MERGER, DATED AS OF
DECEMBER 12, 2010, AMONG DELL INTERNATIONAL L.L.C.,
DELL TRINITY HOLDINGS CORP. AND COMPELLENT
TECHNOLOGIES, INC. (THE "MERGER AGREEMENT"),
UNDER WHICH COMPELLENT TECHNOLOGIES, INC. WILL
BECOME A WHOLLY-OWNED SUBSIDIARY OF DELL
INTERNATIONAL L.L.C.
02 TO CONSIDER AND VOTE UPON A PROPOSAL TO ADJOURN Management For For
THE SPECIAL MEETING, IF NECESSARY, FOR THE PURPOSE
OF SOLICITING ADDITIONAL PROXIES TO VOTE IN FAVOR
OF THE ADOPTION OF THE MERGER AGREEMENT.
ALLIS-CHALMERS ENERGY INC.
SECURITY 019645506 MEETING TYPE Special
TICKER SYMBOL ALY MEETING DATE 23-Feb-2011
ISIN US0196455069 AGENDA 933368359 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------- ---------- ---- -----------
01 TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF AUGUST 12, 2010, AMONG ALLIS-
CHALMERS ENERGY INC., SEAWELL LIMITED AND WELLCO
SUB COMPANY.
02 TO APPROVE AND ADOPT AN AMENDMENT TO THE Management For For
CERTIFICATE OF DESIGNATION OF 7% CONVERTIBLE
PERPETUAL PREFERRED STOCK.
03 TO APPROVE THE ADJOURNMENT OR POSTPONEMENT OF Management For For
THE SPECIAL MEETING OF THE STOCKHOLDERS OF ALLIS-
CHALMERS, IF NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IN FAVOR OF THE FOREGOING
PROPOSALS.
HYPERCOM CORPORATION
SECURITY 44913M105 MEETING TYPE Special
TICKER SYMBOL HYC MEETING DATE 24-Feb-2011
ISIN US44913M1053 AGENDA 933366228 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------ ---------- ---- -----------
01 TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF NOVEMBER 17, 2010, BY AND
AMONG HYPERCOM, VERIFONE SYSTEMS, INC., A
DELAWARE CORPORATION, AND HONEY ACQUISITION CO.,
A DELAWARE CORPORATION AND A WHOLLY OWNED
SUBSIDIARY OF VERIFONE, AND APPROVE THE MERGER
CONTEMPLATED BY THE MERGER AGREEMENT
02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL Management For For
MEETING OF STOCKHOLDERS OF HYPERCOM, IF
NECESSARY, FOR ANY PURPOSE, INCLUDING TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT
VOTES TO APPROVE AND ADOPT THE MERGER
AGREEMENT AND APPROVE THE MERGER AT THE TIME OF
THE SPECIAL MEETING OF STOCKHOLDERS OF HYPERCOM
ALBERTO-CULVER COMPANY
SECURITY 013078100 MEETING TYPE Annual
TICKER SYMBOL ACV MEETING DATE 24-Feb-2011
ISIN US0130781000 AGENDA 933368878 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 THOMAS A. DATTILO For For
2 JIM EDGAR For For
3 SAM J. SUSSER For For
02 A NON-BINDING ADVISORY Management Abstain Against
VOTE ON THE APPROVAL OF
EXECUTIVE COMPENSATION.
03 A NON-BINDING ADVISORY Management Abstain Against
VOTE ON THE APPROVAL OF
THE FREQUENCY OF SHAREHOLDER
VOTES ON
EXECUTIVE COMPENSATION.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 32
The GDL Fund
BMP SUNSTONE CORPORATION
SECURITY 05569C105 MEETING TYPE Special
TICKER SYMBOL BJGP MEETING DATE 24-Feb-2011
ISIN US05569C1053 AGENDA 933370188 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------------- ---------- ---- -----------
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF OCTOBER 28, 2010, AS AMENDED
BY THE FIRST AMENDMENT TO AGREEMENT AND PLAN OF
MERGER, DATED AS OF NOVEMBER 22, 2010, BY AND
AMONG SANOFI-AVENTIS, STAR 2010, INC. AND BMP
SUNSTONE CORPORATION AND TO APPROVE THE
MERGER.
02 PROPOSAL TO APPROVE THE ADJOURNMENT OF THE Management For For
SPECIAL MEETING IF 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 AND APPROVE
THE MERGER.
CONSOLIDATED THOMPSON IRON MINES LIMITED
SECURITY 210206108 MEETING TYPE Special
TICKER SYMBOL CLMZF MEETING DATE 25-Feb-2011
ISIN CA2102061082 AGENDA 933370544 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------- ---------- ---- -----------
01 THE SPECIAL RESOLUTION AUTHORIZING, APPROVING AND Management For For
ADOPTING, AMONG OTHER THINGS, THE ARRANGEMENT
UNDER SECTION 192 OF THE CANADA BUSINESS
CORPORATIONS ACT INVOLVING THE CORPORATION, ITS
SHAREHOLDERS AND OTHER SECURITYHOLDERS AND
7744846 CANADA INC. ("ACQUIRECO"), AN INDIRECT
WHOLLY OWNED SUBSIDIARY OF CLIFFS NATURAL
RESOURCES INC., IN THE FORM ATTACHED AS APPENDIX A
OF THE MANAGEMENT INFORMATION CIRCULAR OF THE
CORPORATION DATED JANUARY 28, 2011.
CONSOLIDATED THOMPSON IRON MINES LIMITED
SECURITY 210206108 MEETING TYPE Special
TICKER SYMBOL CLMZF MEETING DATE 25-Feb-2011
ISIN CA2102061082 AGENDA 933370544 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------- ---------- ---- -----------
01 THE SPECIAL RESOLUTION AUTHORIZING, APPROVING AND Management For For
ADOPTING, AMONG OTHER THINGS, THE ARRANGEMENT
UNDER SECTION 192 OF THE CANADA BUSINESS
CORPORATIONS ACT INVOLVING THE CORPORATION, ITS
SHAREHOLDERS AND OTHER SECURITYHOLDERS AND
7744846 CANADA INC. ("ACQUIRECO"), AN INDIRECT
WHOLLY OWNED SUBSIDIARY OF CLIFFS NATURAL
RESOURCES INC., IN THE FORM ATTACHED AS APPENDIX A
OF THE MANAGEMENT INFORMATION CIRCULAR OF THE
CORPORATION DATED JANUARY 28, 2011.
J.CREW GROUP, INC.
SECURITY 46612H402 MEETING TYPE Special
TICKER SYMBOL JCG MEETING DATE 01-Mar-2011
ISIN US46612H4020 AGENDA 933370087 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------- ---------- ---- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED NOVEMBER 23, 2010, AS AMENDED BY AMENDMENT
NO. 1 TO THE AGREEMENT AND PLAN OF MERGER, DATED
JANUARY 18, 2011 (AS AMENDED, THE "MERGER
AGREEMENT") WITH CHINOS HOLDINGS, INC., ("PARENT"),
AND CHINOS ACQUISITION CORPORATION, ("MERGER
SUB") AS MORE FULLY DESCRIBED IN THE PROXY
STATEMENT.
02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL Management For For
MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT
VOTES
AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE
MERGER AGREEMENT.
MEDIACOM COMMUNICATIONS CORPORATION
SECURITY 58446K105 MEETING TYPE Special
TICKER SYMBOL MCCC MEETING DATE 04-Mar-2011
ISIN US58446K1051 AGENDA 933370809 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------- ---------- ---- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF NOVEMBER 12, 2010, BY AND AMONG
MEDIACOM COMMUNICATIONS CORPORATION, JMC
COMMUNICATIONS LLC AND ROCCO B. COMMISSO, AS IT
MAY BE AMENDED FROM TIME TO TIME, ALL AS MORE
FULLY DESCRIBED IN THE PROXY STATEMENT.
02 TO APPROVE ANY MOTION TO ADJOURN THE SPECIAL Management For For
MEETING TO A LATER DATE TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE ANY INSUFFICIENT
VOTES AT THE
TIME OF THE SPECIAL MEETING TO APPROVE PROPOSAL 1.
03 IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO Management For For
VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE SPECIAL MEETING.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 33
The GDL Fund
DEL MONTE FOODS COMPANY
SECURITY 24522P103 MEETING TYPE Special
TICKER SYMBOL DLM MEETING DATE 07-Mar-2011
ISIN US24522P1030 AGENDA 933366177 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------- ---------- ---- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF NOVEMBER 24, 2010, AS IT MAY BE AMENDED
FROM TIME TO TIME, BY AND AMONG DEL MONTE FOODS
COMPANY, BLUE ACQUISITION GROUP, INC., AND BLUE
MERGER SUB INC.
02 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 ADOPT THE AGREEMENT AND PLAN OF MERGER.
WESTERN COAL CORP.
SECURITY 95801T107 MEETING TYPE Special
TICKER SYMBOL WTNCF MEETING DATE 08-Mar-2011
ISIN CA95801T1075 AGENDA 933371647 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------- ---------- ---- -----------
01 TO APPROVE THE SPECIAL RESOLUTION (THE Management For For
"ARRANGEMENT RESOLUTION"), THE FULL TEXT OF WHICH
IS SET FORTH IN APPENDIX D TO THE MANAGEMENT
PROXY CIRCULAR OF THE COMPANY DATED FEBRUARY 2,
2011 (THE "CIRCULAR"), APPROVING AN ARRANGEMENT
PURSUANT TO DIVISION 5 OF PART 9 OF THE BUSINESS
CORPORATIONS ACT (BRITISH COLUMBIA), AS AMENDED,
ALL AS MORE PARTICULARLY DESCRIBED IN THE
CIRCULAR.
MERCER INSURANCE GROUP, INC.
SECURITY 587902107 MEETING TYPE Special
TICKER SYMBOL MIGP MEETING DATE 16-Mar-2011
ISIN US5879021070 AGENDA 933372891 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------- ---------- ---- -----------
01 PROPOSAL TO APPROVE AND ADOPT THE AGREEMENT Management For For
AND PLAN OF MERGER, DATED AS OF NOVEMBER 30, 2010,
AMONG MERCER INSURANCE GROUP, INC., UNITED FIRE &
CASUALTY COMPANY, AND RED OAK ACQUISITION CORP.,
AS IT MAY BE AMENDED FROM TIME TO TIME.
02 PROPOSAL TO APPROVE AN ADJOURNMENT OR Management For For
POSTPONEMENT OF THE SPECIAL MEETING, IF
NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE NOT SUFFICIENT
VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE
AND ADOPT THE AGREEMENT AND PLAN OF MERGER
REFERENCED IN PROPOSAL 1.
ATHEROS COMMUNICATIONS, INC.
SECURITY 04743P108 MEETING TYPE Special
TICKER SYMBOL ATHR MEETING DATE 18-Mar-2011
ISIN US04743P1084 AGENDA 933373982 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------- ---------- ---- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF JANUARY 5, 2011 (THE "MERGER
AGREEMENT"), BY AND AMONG ATHEROS
COMMUNICATIONS, INC., (THE "COMPANY"), QUALCOMM
INCORPORATED, ("PARENT"), AND T MERGER SUB, INC.,
("MERGER SUB"), ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
02 TO APPROVE THE POSTPONEMENT OR ADJOURNMENT OF Management For For
THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT
ADDITIONAL PROXIES IN THE EVENT THERE ARE
INSUFFICIENT
VOTES AT THE TIME OF THE SPECIAL
MEETING TO ADOPT THE MERGER AGREEMENT.
JO-ANN STORES, INC.
SECURITY 47758P307 MEETING TYPE Special
TICKER SYMBOL JAS MEETING DATE 18-Mar-2011
ISIN US47758P3073 AGENDA 933374807 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------- ---------- ---- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF DECEMBER 23, 2010 (THE "MERGER
AGREEMENT"), AS IT MAY BE AMENDED FROM TIME TO
TIME, BY AND AMONG JO-ANN STORES, INC., AN OHIO
CORPORATION, NEEDLE HOLDINGS INC., A DELAWARE
CORPORATION, AND NEEDLE MERGER SUB CORP., AN
OHIO CORPORATION.
02 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 PROPOSAL TO ADOPT THE
MERGER AGREEMENT.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 34
The GDL Fund
WILMINGTON TRUST CORPORATION
SECURITY 971807102 MEETING TYPE Special
TICKER SYMBOL WL MEETING DATE 22-Mar-2011
ISIN US9718071023 AGENDA 933373259 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------- ---------- ---- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, OR Management For For
MERGER AGREEMENT, DATED AS OF OCTOBER 31, 2010,
BY AND AMONG M&T BANK CORPORATION, A NEW YORK
CORPORATION, MTB ONE, INC., A DELAWARE
CORPORATION AND WHOLLY OWNED DIRECT SUBSIDIARY
OF M&T, AND WILMINGTON TRUST CORPORATION,
PURSUANT TO WHICH MTB ONE, INC. WILL MERGE WITH
AND INTO WILMINGTON TRUST CORPORATION.
02 TO ADJOURN, POSTPONE OR CONTINUE THE SPECIAL Management For For
MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL
PROXIES IN FAVOR OF THE ADOPTION OF THE MERGER
AGREEMENT.
AIRTRAN HOLDINGS, INC.
SECURITY 00949P108 MEETING TYPE Special
TICKER SYMBOL AAI MEETING DATE 23-Mar-2011
ISIN US00949P1084 AGENDA 933373247 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------- ---------- ---- -----------
01 TO APPROVE THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF SEPTEMBER 26, 2010, BY AND AMONG
SOUTHWEST AIRLINES CO. ("SOUTHWEST"), AIRTRAN
HOLDINGS, INC. AND GUADALUPE HOLDINGS CORP., A
WHOLLY OWNED SUBSIDIARY OF SOUTHWEST.
02 TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR Management For For
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE NOT SUFFICIENT
VOTES TO APPROVE PROPOSAL 1.
Q-MED AB, UPPSALA
SECURITY W71001106 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 28-Mar-2011
ISIN SE0000426462 AGENDA 702826198 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------ ---------- ---- -----------
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 794777 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.
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA)
IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR
VOTING INSTRUCTION-S 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 Non-Voting
OWNER INFORMATION FOR ALL
VOTED-ACCOUNTS. IF AN
ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL
NEED TO PROVI-DE 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 VO-TE OPTION. THANK YOU
1 Opening of the Extraordinary General Meeting Non-Voting
2 Election of the Chair for the meeting Non-Voting
3 Drawing up and approval of the voting list Non-Voting
4 Approval of the agenda for the meeting Non-Voting
5 Election of one or two people to verify the minutes Non-Voting
6 Consideration of whether the meeting has been duly convened Non-Voting
7 Determination of the number of Board members Management For For
8 Determination of fees for each Board member Management For For
9 Election of members of the Board Management For For
10 Resolution regarding election committee Management For For
11 Resolution regarding principles for remuneration and other Management For For
conditions of employment for senior management
12 Closing of the Extraordinary General Meeting Non-Voting
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 35
The GDL Fund
FRONTEER GOLD INC.
SECURITY 359032109 MEETING TYPE Special
TICKER SYMBOL FRG MEETING DATE 30-Mar-2011
ISIN CA3590321095 AGENDA 933379972 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------- ---------- ---- ------------
01 THE SPECIAL RESOLUTION, THE FULL TEXT OF WHICH IS Management For For
ATTACHED AS APPENDIX "A" TO THE MANAGEMENT
INFORMATION CIRCULAR DATED MARCH 2, 2011 (THE
"INFORMATION CIRCULAR"), TO APPROVE A PLAN OF
ARRANGEMENT PURSUANT TO SECTION 182 OF THE
BUSINESS CORPORATIONS ACT (ONTARIO), INVOLVING
THE CORPORATION, NEWMONT MINING CORPORATION,
PILOT GOLD INC. ("PILOT GOLD") AND THE
SECURITYHOLDERS, ALL AS MORE PARTICULARLY
DESCRIBED IN THE INFORMATION CIRCULAR;
02 THE ORDINARY RESOLUTION, THE FULL TEXT OF WHICH IS Management For For
SET FORTH IN THE INFORMATION CIRCULAR UNDER THE
HEADING "OTHER MATTERS TO BE CONSIDERED AT THE
MEETING - APPROVAL OF PILOT GOLD OPTION PLAN", TO
APPROVE A STOCK OPTION PLAN OF PILOT GOLD, AS
MORE PARTICULARLY DESCRIBED IN THE INFORMATION
CIRCULAR.
CARDO AB
SECURITY W1991F100 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 04-Apr-2011
ISIN SE0000262982 AGENDA 702814131 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------------- ---------- ---- -----------
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL 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 Non-Voting
OWNER 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 Claes Boustedt as a chairman to preside at the Management For For
meeting
3 Preparation and approval of voting list Management For For
4 Approval of agenda Management For For
5 Election of two people to check the minutes Management For For
6 Question of whether the meeting has been properly convened Management For For
7 Presentation of (a) the annual report and audit report, (b) the Non-Voting
consolidated-financial statements and the audit report for the
Group, (c) the Board of-Directors' proposal for dividend
8 The President's report Management For For
9 Resolution on adoption of the income statement and balance Management For For
sheet as well as of the consolidated income statement and
consolidated balance sheet, all as per December 31 2010
10 The Board of Directors proposes declaring a dividend of SEK Management For For
10.00 per share for the financial year 2010. The proposed record
day is April 7 2011. Provided the meeting resolves in accordance
with the proposal, Euroclear Sweden AB expects to be able to
distribute dividend on April 12 2011. Should the Annual General
Meeting resolve on dividend in accordance with the Board's
proposal, the price of SEK 420 per share that Assa Abloy has
offered the shareholders in Cardo, within the framework of the
public offer that Assa Abloy announced on December 13 2010,
will be reduced by an equivalent amount per share
11 Resolution on discharge from responsibility for the members of the Management For For
Board of Directors and the President
12 Establishment of the number of Directors Management For For
13 Establishment of fees for the Board of Directors and auditors Management For For
14 Election of L E Lundbergforetagen AB, Johan Stahl, Lannebo Management For For
funds, Bjorn Franzon, Swedbank Robur funds and Fredrik
Lundberg, as Board of Directors
15 The Board of Directors proposes that the Annual General Meeting Management For For
resolve on guidelines for remuneration of senior management,
principally involving the utilization of market rates of pay and other
terms of employment that bear a relation to responsibility and
authority for Group management. Besides a fixed annual salary,
Group management shall also be able to receive variable
remuneration, which shall be based on predetermined and
measurable criteria such as the earnings trend and the return on
capital employed compared with set targets. Variable
remuneration shall be equivalent CONTD
CONT CONTD to a maximum of 50 percent of the fixed annual salary for Non-Voting
the President-and to a maximum of 40 percent of the fixed annual
salary for other members-of Group management. Remuneration
shall not be made in the form of options or-other share-related
incentive programs. The proposed guidelines entirely-accord with
the previous year's guidelines
16 Closing of the meeting Non-Voting
LUNDIN MINING CORPORATION
SECURITY 550372106 MEETING TYPE Special
TICKER SYMBOL LUNMF MEETING DATE 04-Apr-2011
ISIN CA5503721063 AGENDA 933373603 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------ ---------- ---- ------------
01 THE PLAN OF ARRANGEMENT (THE "ARRANGEMENT") Management For For
UNDER SECTION 192 OF THE CANADA BUSINESS
CORPORATIONS ACT PROVIDING FOR THE AMALGAMATION
OF LUNDIN MINING CORPORATION AND INMET MINING
CORPORATION, AS MORE PARTICULARLY DESCRIBED IN
THE ACCOMPANYING JOINT MANAGEMENT INFORMATION
CIRCULAR OF LUNDIN MINING CORPORATION AND INMET
MINING CORPORATION.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 36
The GDL Fund
ALCON, INC.
SECURITY H01301102 MEETING TYPE Annual
TICKER SYMBOL ACL MEETING DATE 07-Apr-2011
ISIN CH0013826497 AGENDA 933378499 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------- ---------- ---- ------------
01 APPROVAL OF MERGER AGREEMENT, AS OF DECEMBER Management For For
14, 2010, ENTERED INTO BY AND BETWEEN ALCON, INC.
AND NOVARTIS AG
02 APPROVAL OF THE 2010 BUSINESS REPORT, INCLUDING Management For For
THE OPERATING REVIEW, SWISS STATUTORY FINANCIAL
STATEMENTS AND CONSOLIDATED FINANCIAL
STATEMENTS OF ALCON, INC. AND ITS SUBSIDIARIES
03 DISCHARGE OF THE CURRENT AND FORMER MEMBERS OF Management For For
THE BOARD OF DIRECTORS OF ALCON, INC. FOR THEIR
TERM OF OFFICE FROM JANUARY 1, 2010 UP TO APRIL 1,
2011
04 RE-ELECTION OF KPMG AG, ZUG, SWITZERLAND, AS Management For For
AUDITORS FOR PERIOD BETWEEN THE ALCON, INC.
ANNUAL GENERAL MEETING AND COMPLETION OF THE
MERGER OF ALCON, INC. WITH AND INTO NOVARTIS AG
5A RE-ELECTION OF THE BOARD OF DIRECTOR: THOMAS G. Management For For
PLASKETT
5B RE-ELECTION OF THE BOARD OF DIRECTOR: CARY R. Management For For
RAYMENT
5C RE-ELECTION OF THE BOARD OF DIRECTOR: DR. ENRICO Management For For
VANNI
5D RE-ELECTION OF THE BOARD OF DIRECTOR: DR. DANIEL Management For For
VASELLA
5E RE-ELECTION OF THE BOARD OF DIRECTOR: NORMAN Management For For
WALKER
ALCON, INC.
SECURITY H01301102 MEETING TYPE Annual
TICKER SYMBOL ACL MEETING DATE 07-Apr-2011
ISIN CH0013826497 AGENDA 933393237 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------- ---------- ---- ------------
01 APPROVAL OF MERGER AGREEMENT, AS OF DECEMBER Management For For
14, 2010, ENTERED INTO BY AND BETWEEN ALCON, INC.
AND NOVARTIS AG
02 APPROVAL OF THE 2010 BUSINESS REPORT, INCLUDING Management For For
THE OPERATING REVIEW, SWISS STATUTORY FINANCIAL
STATEMENTS AND CONSOLIDATED FINANCIAL
STATEMENTS OF ALCON, INC. AND ITS SUBSIDIARIES
03 DISCHARGE OF THE CURRENT AND FORMER MEMBERS OF Management For For
THE BOARD OF DIRECTORS OF ALCON, INC. FOR THEIR
TERM OF OFFICE FROM JANUARY 1, 2010 UP TO APRIL 1,
2011
04 RE-ELECTION OF KPMG AG, ZUG, SWITZERLAND, AS Management For For
AUDITORS FOR PERIOD BETWEEN THE ALCON, INC.
ANNUAL GENERAL MEETING AND COMPLETION OF THE
MERGER OF ALCON, INC. WITH AND INTO NOVARTIS AG
5A RE-ELECTION OF THE BOARD OF DIRECTOR: THOMAS G. Management For For
PLASKETT
5B RE-ELECTION OF THE BOARD OF DIRECTOR: CARY R. Management For For
RAYMENT
5C RE-ELECTION OF THE BOARD OF DIRECTOR: DR. ENRICO Management For For
VANNI
5D RE-ELECTION OF THE BOARD OF DIRECTOR: DR. DANIEL Management For For
VASELLA
5E RE-ELECTION OF THE BOARD OF DIRECTOR: NORMAN Management For For
WALKER
WIMM BILL DANN FOODS
SECURITY 97263M109 MEETING TYPE Special
TICKER SYMBOL WBD MEETING DATE 08-Apr-2011
ISIN US97263M1099 AGENDA 933398251 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
--- ------------------------------------------------ ----------------------- ------- ----------
01 EARLY TERMINATION OF THE POWERS OF ALL THE BOARD Management Abstain For
OF DIRECTORS MEMBERS OF WBD FOODS OJSC.
02 DIRECTOR Management
1 RAMON LUIS LAGUARTA For For
2 A.N. SEYMOUR HAMPTON For For
3 W. TIMOTHY HEAVISIDE For For
4 PAUL DOMINIC KIESLER For For
5 ANDREAS EPIFANIOU For For
6 ANDREW JOHN MACLEOD For For
7 SERGIO EZAMA For For
8 R.V. BOLOTOVSKY For For
9 SILVIU EUGENIU POPOVICI For For
10 MARCUS RHODES For For
11 D. VLADIMIROVICH IVANOV For For
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 37
The GDL Fund
SMITH & NEPHEW GROUP PLC
SECURITY G82343164 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 14-Apr-2011
ISIN GB0009223206 AGENDA 702820463 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ----------- ----- -----------
1 To adopt the report and accounts Management For For
2 To approve the remuneration report Management For For
3 To declare a final dividend Management For For
4 Re-election of director Mr Ian E Barlow Management For For
5 Re-election of director Prof Genevieve B Berger Management For For
6 Re-election of director Mr Olivier Bohuon Management For For
7 Re-election of director Mr John Buchanan Management For For
8 Re-election of director Mr Adrian Hennah Management For For
9 Re-election of director Dr Pamela J Kirby Management For For
10 Re-election of director Mr Brian Larcombe Management For For
11 Re-election of director Mr Joseph C Papa Management For For
12 Re-election of director Mr Richard De Schutter Management For For
13 Re-election of director Dr Rolf W H Stomberg Management For For
14 To reappoint the auditors Management For For
15 To authorise the directors to determine the remuneration of the Management For For
auditors
16 To renew the directors authority to allot shares Management For For
17 To renew the directors authority for the disapplication of pre- Management For For
emption rights
18 To renew the directors limited authority to make market purchases Management For For
of the Company's own shares
19 To authorise general meetings to be held on 14 days notice Management For For
ANSWERS CORPORATION
SECURITY 03662X100 MEETING TYPE Special
TICKER SYMBOL ANSW MEETING DATE 14-Apr-2011
ISIN AGENDA 933378069 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------------- ---------- ---- ------------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER (THE Management For For
"MERGER AGREEMENT"), DATED AS OF FEBRUARY 2, 2011,
BY AND AMONG ANSWERS CORPORATION, AFCV
HOLDINGS, LLC ("AFCV") AND A-TEAM ACQUISITION SUB,
INC., AN INDIRECT WHOLLY OWNED SUBSIDIARY OF AFCV.
02 TO ADJOURN THE SPECIAL MEETING, IF NECESSARY, TO Management For For
SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT
VOTES AT THE TIME OF THE SPECIAL MEETING TO
APPROVE AND ADOPT THE MERGER AGREEMENT.
ANSWERS CORPORATION
SECURITY 03662X100 MEETING TYPE Special
TICKER SYMBOL ANSW MEETING DATE 14-Apr-2011
ISIN AGENDA 933385761 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------------- ---------- ---- ------------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER (THE Management For For
"MERGER AGREEMENT"), DATED AS OF FEBRUARY 2, 2011,
BY AND AMONG ANSWERS CORPORATION, AFCV
HOLDINGS, LLC ("AFCV") AND A-TEAM ACQUISITION SUB,
INC., AN INDIRECT WHOLLY OWNED SUBSIDIARY OF AFCV.
02 TO ADJOURN THE SPECIAL MEETING, IF NECESSARY, TO Management For For
SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT
VOTES AT THE TIME OF THE SPECIAL MEETING TO
APPROVE AND ADOPT THE MERGER AGREEMENT.
BULGARI SPA, ROMA
SECURITY T23079113 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 18-Apr-2011
ISIN IT0001119087 AGENDA 702838220 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------------------------- ----------- ---- -----------
CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A-SECOND CALL ON 20
APR 2011 CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN-VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. THANK YOU
1 Balance sheet as of 31-Dec-10. Board of Directors report on Management For For
management activity, Internal and External Auditors' reports. Profit
allocation. Consolidated balance sheet as of 31-Dec-10.
Resolutions related there to
2 To appoint Internal Auditors for financial years 2011 - 2013 and to Management For For
state related emolument. Resolutions related there to
3 Proposal to authorize the purchase and sale of own shares also Management For For
by using financial instruments (put and call options). Resolutions
related there to
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 38
The GDL Fund
CIMPOR - CIMENTOS DE PORTUGAL LISBOA
SECURITY X13765106 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 18-Apr-2011
ISIN PTCPR0AM0003 AGENDA 702902594 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------- ----------- ------- -----------
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 785085 DUE TO ADDITION OF-RESOLUTIONS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AN-D YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
1 Resolve on the accounts' reporting documents, notably the Management For For
management report, the corporate governance report and the
financial accounts, and other corporate, supervisory and audit
information documents regarding the financial year of 2010
2 Resolve on the proposal for the allocation of profits Management For For
3 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder Against For
PROPOSAL: Resolve on the general appraisal of the
management and supervision of the company
4 Resolve on the declaration on the remuneration policy of the Management For For
members of the management and supervisory bodies of the
company
5 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder Against For
PROPOSAL: Resolve on the election of a new director of the
company for the current term-of-office (2009 2012), in view of the
resignation submitted
6 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder Against For
PROPOSAL: Resolve on the uthorization to be granted, for the
purpose of article 398(3) of the Portuguese Companies Code, to
Mr. Paulo Henrique de Oliveira Santos, elected as member of the
Board of Directors of the Company under the preceding
Item, for
discharging competing activity and/or functions in a competing
company, in the context of his appointment for the account or on
behalf of a shareholder deemed as competing company
7 Resolve on the disposal of own shares to company employees Management For For
and members of the management body and employees of
affiliates under the share allocation plan to employees and
management team, as well as the approval of the respective
regulation
8 Resolve on the disposal of own shares to executives of the group Management For For
and members of the management bodies of the Company and of
affiliates in implementation of the stock options plans approved in
2009 and 2010, as well as the approval of the Company's new
stock options plan and respective regulation
9 Resolve on the acquisition and disposal of own shares Management For For
10 Resolve on the partial amendment to article seven of the articles Management For For
of association
11 Resolve on the partial amendment to article sixteen of the articles Management For For
of association
12 Resolve on the group relationship with two wholly controlled Management For For
companies, named KANDMAD - Sociedade Gestora de
Participacoes Sociais, Lda. and CIMPOR Servicos de Apoio a
Gestao de Empresas, S.A., in accordance with article 489 of the
Portuguese Companies Code
NAVISITE, INC.
SECURITY 63935M208 MEETING TYPE Special
TICKER SYMBOL NAVI MEETING DATE 20-Apr-2011
ISIN US63935M2089 AGENDA 933398225 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------- ---------- ----- ------------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF FEBRUARY 1, 2011, BY AND AMONG
NAVISITE, INC., TIME WARNER CABLE INC. AND AVATAR
MERGER SUB INC., AS SUCH AGREEMENT MAY BE
AMENDED FROM TIME TO TIME (THE "MERGER
AGREEMENT").
02 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 ADOPT THE MERGER AGREEMENT.
BUCYRUS INTERNATIONAL, INC.
SECURITY 118759109 MEETING TYPE Annual
TICKER SYMBOL BUCY MEETING DATE 21-Apr-2011
ISIN US1187591094 AGENDA 933379605 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------ ----------- ------- -----------
1 DIRECTOR Management
1 MICHELLE L. COLLINS For For
2 GENE E. LITTLE For For
3 ROBERT K. ORTBERG For For
2 ADVISORY Management Abstain Against
VOTE TO APPROVE THE COMPENSATION OF
OUR NAMED EXECUTIVE OFFICERS.
3 ADVISORY Management Abstain
VOTE ON THE FREQUENCY OF THE ADVISORY
STOCKHOLDER
VOTE ON EXECUTIVE COMPENSATION.
4 PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP TO SERVE AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 39
The GDL Fund
NRG ENERGY, INC.
SECURITY 629377508 MEETING TYPE Annual
TICKER SYMBOL NRG MEETING DATE 26-Apr-2011
ISIN US6293775085 AGENDA 933379629 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: LAWRENCE S. COBEN Management For For
1B ELECTION OF DIRECTOR: PAUL W. HOBBY Management For For
1C ELECTION OF DIRECTOR: GERALD LUTERMAN Management For For
1D ELECTION OF DIRECTOR: HERBERT H. TATE Management For For
1E ELECTION OF DIRECTOR: WALTER R. YOUNG Management For For
02 TO RATIFY THE APPOINTMENT BY THE BOARD OF Management For For
DIRECTORS OF KPMG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR FISCAL YEAR 2011.
03 TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against
COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE
OFFICERS.
04 TO APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY Management Abstain Against
OF HOLDING A FUTURE ADVISORY
VOTE ON EXECUTIVE
COMPENSATION.
FORTUNE BRANDS, INC.
SECURITY 349631101 MEETING TYPE Annual
TICKER SYMBOL FO MEETING DATE 26-Apr-2011
ISIN US3496311016 AGENDA 933380153 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: RICHARD A. GOLDSTEIN Management For For
1B ELECTION OF DIRECTOR: PIERRE E. LEROY Management For For
1C ELECTION OF DIRECTOR: A.D. DAVID MACKAY Management For For
1D ELECTION OF DIRECTOR: ANNE M. TATLOCK Management For For
1E ELECTION OF DIRECTOR: NORMAN H. WESLEY Management For For
1F ELECTION OF DIRECTOR: PETER M. WILSON Management For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.
03 TO RECOMMEND, BY NON-BINDING Management Abstain Against
VOTE, THE FREQUENCY
OF EXECUTIVE COMPENSATION
VOTES.
04 TO APPROVE, BY NON-BINDING Management Abstain Against
VOTE, EXECUTIVE
COMPENSATION.
05 APPROVAL OF AN AMENDMENT TO THE COMPANY'S Management For For
RESTATED CERTIFICATE OF INCORPORATION TO ALLOW
STOCKHOLDERS TO CALL SPECIAL MEETINGS.
06 APPROVAL OF THE FORTUNE BRANDS, INC. 2011 LONG- Management Against Against
TERM INCENTIVE PLAN.
NORTHWESTERN CORPORATION
SECURITY 668074305 MEETING TYPE Annual
TICKER SYMBOL NEW MEETING DATE 27-Apr-2011
ISIN US6680743050 AGENDA 933378730 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 STEPHEN P. ADIK For For
2 DOROTHY M. BRADLEY For For
3 E. LINN DRAPER, JR. For For
4 DANA J. DYKHOUSE For For
5 JULIA L. JOHNSON For For
6 PHILIP L. MASLOWE For For
7 DENTON LOUIS PEOPLES For For
8 ROBERT C. ROWE For For
02 RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS Management For For
THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2011.
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Management Abstain Against
04 ADVISORY VOTE ON THE FREQUENCY OF THE Management Abstain Against
VOTE ON EXECUTIVE COMPENSATION.
05 APPROVE THE COMPANY'S AMENDED 2005 LONG-TERM Management For For
INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES
AUTHORIZED FOR ISSUANCE UNDER THE PLAN.
DIEBOLD, INCORPORATED
SECURITY 253651103 MEETING TYPE Annual
TICKER SYMBOL DBD MEETING DATE 28-Apr-2011
ISIN US2536511031 AGENDA 933380317 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------- ---------- ------- -----------
01 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 PHILLIP B. LASSITER For For
8 JOHN N. LAUER For For
9 THOMAS W. SWIDARSKI For For
10 HENRY D.G. WALLACE For For
11 ALAN J. WEBER For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT AUDITORS FOR THE YEAR 2011.
03 TO HOLD AN ADVISORY Management Abstain Against
VOTE ON NAMED EXECUTIVE
OFFICER COMPENSATION.
04 TO HOLD AN ADVISORY Management Abstain Against
VOTE ON THE FREQUENCY FOR
FUTURE ADVISORY
VOTES ON NAMED EXECUTIVE
OFFICER COMPENSATION.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 40
The GDL Fund
LIFE TECHNOLOGIES CORPORATION
SECURITY 53217V109 MEETING TYPE Annual
TICKER SYMBOL LIFE MEETING DATE 28-Apr-2011
ISIN US53217V1098 AGENDA 933384973 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------ ---------- ------- -----------
1A ELECTION OF DIRECTOR: BALAKRISHNAN S. IYER Management For For
1B ELECTION OF DIRECTOR: GREGORY T. LUCIER Management For For
1C ELECTION OF DIRECTOR: RONALD A. MATRICARIA Management For For
1D ELECTION OF DIRECTOR: DAVID C. U'PRICHARD, PHD Management For For
1E ELECTION OF DIRECTOR: WILLIAM H. LONGFIELD Management For For
1F ELECTION OF DIRECTOR: ORA H. PESCOVITZ, MD Management For For
02 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP Management For For
AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE COMPANY FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2011.
03 ADOPTION OF AMENDMENTS TO THE COMPANY'S Management For For
CERTIFICATE OF INCORPORATION.
04 APPROVAL OF A NON-BINDING ADVISORY RESOLUTION Management Abstain Against
REGARDING THE COMPENSATION OF THE COMPANY'S
NAMED EXECUTIVE OFFICERS
05 APPROVAL OF A NON-BINDING ADVISORY Management Abstain Against
VOTE
REGARDING THE FREQUENCY OF STOCKHOLDER VOTING
ON THE COMPENSATION OF THE COMPANY'S NAMED
EXECUTIVE OFFICERS.
CAN SURETY CORPORATION
SECURITY 12612L108 MEETING TYPE Annual
TICKER SYMBOL SUR MEETING DATE 28-Apr-2011
ISIN US12612L1089 AGENDA 933385367 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 PHILIP H. BRITT For For
2 ANTHONY S. CLEBERG For For
3 DAVID B. EDELSON For For
4 D. CRAIG MENSE For For
5 ROBERT A. TINSTMAN For For
6 JOHN F. WELCH For For
7 PETER W. WILSON For For
02 TO RATIFY THE AUDIT COMMITTEE'S APPOINTMENT OF THE Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM, DELOITTE & TOUCHE LLP, FOR THE
FISCAL YEAR 2011.
03 TO APPROVE THE RESTATED CAN SURETY CORPORATION Management For For
2006 LONG-TERM EQUITY COMPENSATION PLAN.
04 TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against
COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.
05 TO DETERMINE, ON AN ADVISORY BASIS, THE FREQUENCY Management Abstain Against
WITH WHICH THE COMPANY IS TO HOLD A SHAREHOLDER
VOTE TO APPROVE THE COMPENSATION OF THE NAMED
EXECUTIVE OFFICERS.
GTSI CORP.
SECURITY 36238K103 MEETING TYPE Annual
TICKER SYMBOL GTSI MEETING DATE 28-Apr-2011
ISIN US36238K1034 AGENDA 933406248 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------ ------------- ----- -----------
01 DIRECTOR Management
1 LEE JOHNSON For For
2 THOMAS L. HEWITT For For
3 S.E. PHILLIPS, JR. For For
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 41
The GDL Fund
MYERS INDUSTRIES, INC.
SECURITY 628464109 MEETING TYPE Contested-Annual
TICKER SYMBOL MYE MEETING DATE 29-Apr-2011
ISIN US6284641098 AGENDA 933419726 - Opposition
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------- ---------- -------- -----------
01 DIRECTOR Management
1 ROBERT S. PRATHER, JR. For For
2 F. JACK LIEBAU, JR. For For
02 THE RATIFICATION OF THE BOARD'S APPOINTMENT OF Management For For
ERNST & YOUNG AS THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR
FISCAL 2011.
03 A NON-BINDING ADVISORY Management Against For
VOTE ON EXECUTIVE
COMPENSATION
04 A VOTE ON THE FREQUENCY FOR HOLDING THE NON- Management 1 Year For
BINDING ADVISORY
VOTE ON SAY-ON-PAY (EVERY ONE,
TWO, OR THREE YEARS).
APN NEWS & MEDIA LTD
SECURITY Q1076J107 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 03-May-2011
ISIN AU000000APN4 AGENDA 702889417 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------ ---------- ----- -----------
CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting
PROPOSALS 4 AND 5 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 PROPOSALS (4 AND 5), 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 Mr J H Maasland as a Director Management For For
2(b) To re-elect Mr G K O'Reilly as a Director Management For For
2(c) To re-elect Mr E J Harvey as a Director Management For For
2(d) To re-elect Mr B D Chenoweth as a Director Management For For
3 To adopt the Remuneration Report for the year ended 31 Management For For
December 2010
4 Approval of the APN News & Media Limited Long Term Incentive Management For For
Plan
5 Approval of grant of Performance Rights under the LTI Plan to Mr Management For For
B D Chenoweth
6 Adoption of new Constitution Management For For
TALECRIS BIOTHERAPEUTICS HOLDINGS CORP
SECURITY 874227101 MEETING TYPE Annual
TICKER SYMBOL TLCR MEETING DATE 03-May-2011
ISIN US8742271013 AGENDA 933404268 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------- ---------- -------- -----------
01 DIRECTOR Management
1 W. BRETT INGERSOLL For For
2 LAWRENCE D. STERN For For
3 RUEDI E. WAEGER For For
02 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2011.
03 TO CONSIDER AND APPROVE AN ADVISORY RESOLUTION Management Abstain Against
REGARDING THE COMPENSATION OF THE COMPANY'S
NAMED EXECUTIVE OFFICERS.
04 TO CONSIDER AND ACT UPON AN ADVISORY Management Abstain Against
VOTE ON THE FREQUENCY OF HOLDING AN ADVISORY
VOTE ON EXECUTIVE COMPENSATION.
XSTRATA PLC
SECURITY G9826T102 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 04-May-2011
ISIN GB0031411001 AGENDA 702882906 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------------------------- ---------- ----- -----------
1 To receive and consider and, if thought fit, adopt the Annual Management For For
Report and Financial Statements of the Company, and the reports
of the directors and auditors thereon, for the year ended 31
December 2010
2 To declare a final dividend of USD 0.20 per Ordinary Share in Management For For
respect of the year ended 31 December 2010
3 To receive and consider and, if thought fit, to approve the Management For For
directors' Remuneration Report (on pages 119 to 129 of the
Annual Report) for the year ended 31 December 2010
4 To re-elect Mick Davis as a director Management For For
5 To re-elect Dr Con Fauconnier as a director Management For For
6 To re-elect Ivan Glasenberg as a director Management For For
7 To re-elect Peter Hooley as a director Management For For
8 To re-elect Claude Lamoureux as a director Management For For
9 To re-elect Trevor Reid as a director Management For For
10 To re-elect Sir Steve Robson as a director Management For For
11 To re-elect David Rough as a director Management For For
12 To re-elect Ian Strachan as a director Management For For
13 To re-elect Santiago Zaldumbide as a director Management For For
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 42
The GDL Fund
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------------ ---------- ---- -----------
14 To elect Sir John Bond as a director Management For For
15 To elect Aristotelis Mistakidis as a director Management For For
16 To elect Tor Peterson as a director Management For For
17 To re-appoint Ernst & Young LLP as auditors to the Company to Management For For
hold office until the conclusion of the next general meeting at
which accounts are laid before the Company and to authorise the
directors to determine the remuneration of the auditors
18 That the directors be generally and unconditionally authorised Management For For
pursuant to section 551 of the Companies Act 2006 to: (i) allot
shares in the Company, and to grant rights to subscribe for or to
convert any security into shares in the Company: (A) up to an
aggregate nominal amount of USD 494,115,346; and (B)
comprising equity securities (as defined in section 560 of the
Companies Act 2006) up to an aggregate nominal amount of USD
988,230,692 (including within such limit any shares issued or
rights granted under paragraph (A) above) in connection with an
offer by way of a rights issue: (I) to holders of ordinary shares in
proportion (as nearly as may be practicable) to their existing
holdings; and (II) to people who are holders of other equity
securities if this is required by the rights of those securities or, if
the CONTD
CONT CONTD directors consider it necessary, as permitted by the rights Non-Voting
of those-securities, and so that the directors may impose any
limits or restrictions-and make any arrangements which they
consider necessary or appropriate to-deal with treasury shares,
fractional entitlements, record dates, legal,-regulatory or practical
problems in, or under, the laws of, any territory or-any other
matter; for a period expiring (unless previously renewed, varied or-
revoked by the Company in a general meeting) at the end of the
next Annual-General Meeting of the Company after the date on
which this resolution is-passed; and (ii) make an offer or
agreement which would or might require-shares to be allotted, or
rights to subscribe for or convert any security-into shares to be
granted, after expiry of this authority and the directors-may
CONTD
CONT CONTD allot shares and grant rights in pursuance of that offer or Non-Voting
agreement-as if this authority had not expired. (b) That, subject to
paragraph (c)-below, all existing authorities given to the directors
to allot shares in the-Company, and to grant rights to subscribe for
or to convert any security into-shares in the Company be revoked
by this resolution. (c) That paragraph (b)-above shall be without
prejudice to the continuing authority of the directors-to allot
shares, or grant rights to subscribe for or convert any securities-
into shares, pursuant to an offer or agreement made by the
Company before the-expiry of the authority pursuant to which
such offer or agreement was made
19 That, subject to the passing of resolution 18 in the Notice of Management For For
Annual General Meeting, the directors be generally empowered
pursuant to section 570 and section 573 of the Companies Act
2006 to allot equity securities (as defined in section 560 of the
Companies Act 2006) for cash, pursuant to the authority conferred
by resolution 18 in the Notice of Annual General Meeting as if
section 561(1) of the Companies Act 2006 did not apply to the
allotment. This power: (a) expires (unless previously renewed,
varied or revoked by the Company in a general meeting) at the
end of the next Annual General Meeting of the Company after the
date on which this resolution is passed, but the Company may
make an offer or agreement which would or might require equity
securities to be allotted after expiry of this power and the directors
may CONTD
CONT CONTD allot equity securities in pursuance of that offer or Non-Voting
agreement as if-this power had not expired; and (b) shall be
limited to the allotment of-equity securities in connection with an
offer of equity securities (but in-the case of the authority granted
under resolution 18 (a)(i)(B), by way of a-rights issue only): (i) to
the ordinary shareholders in proportion (as nearly-as may be
practicable) to their existing holdings; and (ii) to people who-hold
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, and so that the directors may
impose any limits-or restrictions and make any arrangements
which they consider necessary or-appropriate to deal with treasury
shares, fractional entitlements, record-dates, CONTD
CONT CONTD legal, regulatory or practical problems in, or under the Non-Voting
laws of, any-territory or any other matter; and (c) in the case of the
authority granted-under resolution 18 (a)(i)(A) shall be limited to
the allotment of equity-securities for cash otherwise than pursuant
to paragraph (b) above up to an-aggregate nominal amount of
USD 74,117,301. This power applies in relation to-a sale of shares
which is an allotment of equity securities by virtue of-section
560(3) of the Act as if the first paragraph of this resolution the-
words "pursuant to the authority conferred by resolution 18 in the
Notice of-Annual General Meeting" were omitted
20 That any Extraordinary General Meeting of the Company Management For For
(asdefined in the Company's Articles of Association as a general
meeting other than an Annual General Meeting) may be called on
not less than 20 clear days' notice
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 43
The GDL Fund
ACTELION LTD
SECURITY H0032X135 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 05-May-2011
ISIN CH0010532478 AGENDA 702952323 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- -------------------------------------------------------------------- ----------- --------- ------------
CMMT PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting
NOTICE SENT UNDER MEETING-754778, 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.
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 SHAREHOLDERS ARE ALLOWED TO Non-Voting
VOTE 'IN FAVOR' OR 'AGAINST' FOR-ALL RESOLUTIONS.
THANK YOU.
CMMT SUPPORTIVE STATEMENT FROM SHAREHOLDER Non-Voting
(GERMAN): HTTP://WWW1.ACTELION.COM/DOCUM-
ENTS/CORPORATE/MEDIA_RELEASES/110307_STATEMENT_
DR_MAAG_D.PDF
1 Approval of the Business Report consisting of the Annual Report Management No Action For
as well as of the Annual Statutory Accounts and Consolidated
Accounts as of 31 December 2010
2 Appropriation of Available Earnings and Distribution Against Management No Action For
Reserve from Capital Contribution
3.2 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder No Action For
PROPOSAL: Agenda item submitted by The Liverpool Limited
Partnership and Elliott International, L.P. ("Elliott"): Request for
Special Investigation
4 Discharge of the Board of Directors and of the Senior Management No Action For
Management
5 Approval of Share Buy-Back Management No Action For
6.1 Amendments of the Articles of Association: Introduction of a Management No Action For
Consultative Vote on the Compensation Report
6.2 Amendments of the Articles of Association: Implementation of the Management No Action For
Book Entry Securities Act
6.3 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder No Action For
PROPOSAL: Amendments of the Articles of Association: Agenda
item submitted by Elliott: Removal of Maximum Number of Board
Members
6.4 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder No Action For
PROPOSAL: Amendments of the Articles of Association: Agenda
item submitted by Elliott: Reduction of Term of Office of Board
Members
6.5 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder No Action For
PROPOSAL: Amendments of the Articles of Association: Agenda
item submitted by Elliott: Election of Chairman by the
Shareholders Meeting
7.A.a PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder No Action For
PROPOSAL: Agenda item submitted by Elliott: Removal of Board
Member: Removal of Mr. Robert E. Cawthorn
7.A.b PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder No Action For
PROPOSAL: Agenda item submitted by Elliott: Removal of Board
Member: Removal of Mr. Werner Henrich
7.A.c PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder No Action For
PROPOSAL: Agenda item submitted by Elliott: Removal of Board
Member: Removal of Dr. Michael Jacobi
7.A.d PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder No Action For
PROPOSAL: Agenda item submitted by Elliott: Removal of Board
Member: Removal of Dr. Armin Kessler
7.A.e PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder No Action For
PROPOSAL: Agenda item submitted by Elliott: Removal of Board
Member: Removal of Mr. Jean Malo
8.1aa Board Election: Re-Election of Board Member: Re-Election of Dr. Management No Action For
Jean-Paul Clozel
8.1bb Board Election: Re-Election of Board Member: Re-Election of Mr. Management No Action For
Juhani Anttila
8.1cc Board Election: Re-Election of Board Member: Re-Election of Mr. Management No Action For
Carl Feldbaum
8.2Aa Election of New Board Member: Nominated by Board of Directors: Management No Action For
Dr. Jean-Pierre Garnier
8.2Ab Election of New Board Member: Nominated by Board of Directors: Management No Action For
Mr. Robert Bertolini
8.2Ba PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder No Action For
PROPOSAL: Election of New Board Member: Nominated by
Elliott: Dr. James Shannon
8.2Bb PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder No Action For
PROPOSAL: Election of New Board Member: Nominated by
Elliott: Mr. Peter Allen
8.2Bc PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder No Action For
PROPOSAL: Election of New Board Member: Nominated by
Elliott: Dr. Anders Haerfstrand
8.2Bd PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder No Action For
PROPOSAL: Election of New Board Member: Nominated by
Elliott: Dr. Robert H.O. Hock
8.2Be PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder No Action For
PROPOSAL: Election of New Board Member: Nominated by
Elliott: Mr. Elmar Schnee
8.2Bf PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder No Action For
PROPOSAL: Election of New Board Member: Nominated by
Elliott: Mr. Hans-Christian Semmler
8.3.A PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder No Action For
PROPOSAL: Agenda item submitted by Elliott: Election of
Chairman: Nominated by Elliott: Dr. James Shannon
8.3.B Election of Chairman: Nominated by Board of Directors: Mr. Management No Action For
Robert E. Cawthorn
9 Election of Ernst & Young AG, Basel, as the Statutory Auditors for Management No Action For
the Business Year 2011
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 44
The GDL Fund
AVON PRODUCTS, INC.
SECURITY 054303102 MEETING TYPE Annual
TICKER SYMBOL AVP MEETING DATE 05-May-2011
ISIN US0543031027 AGENDA 933394190 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 W. DON CORNWELL For For
2 V. ANN HAILEY For For
3 FRED HASSAN For For
4 ANDREA JUNG For For
5 MARIA ELENA LAGOMASINO For For
6 ANN S. MOORE For For
7 PAUL S. PRESSLER For For
8 GARY M. RODKIN For For
9 PAULA STERN For For
10 LAWRENCE A. WEINBACH For For
02 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Management Abstain Against
03 HOLD AN ADVISORY VOTE ON THE FREQUENCY OF THE Management Abstain Against
ADVISORY VOTE ON EXECUTIVE COMPENSATION.
04 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
05 APPROVE AMENDMENTS TO OUR RESTATED CERTIFICATE Management For For
OF INCORPORATION AND BY-LAWS.
PORTUGAL TELECOM SGPS S A
SECURITY X6769Q104 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 06-May-2011
ISIN PTPTC0AM0009 AGENDA 702929425 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------------- ----------- ----- -----------
CMMT PLEASE NOTE THAT VOTING IN PORTUGUESE MEETINGS Non-Voting
REQUIRES 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.
CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A-SECOND CALL ON 23
MAY 2011. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL-REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. THANK YOU.
1 To resolve on the management report, balance sheet and Management For For
accounts for the year 2010
2 To resolve on the consolidated management report, balance sheet Management For For
and accounts for the year 2010
3 To resolve on the proposal for application of profits Management For For
4 To resolve on a general appraisal of the company's management Management For For
and supervision
5 To resolve on an amendment to article 13 and article 17 of the Management For For
articles of association of the company
6 To resolve on the acquisition and disposal of own shares Management For For
7 To resolve, pursuant to article 8, number 4, of the articles of Management For For
association, on the parameters applicable in the event of any
issuance of bonds convertible into shares that may be resolved
upon by the board of directors
8 To resolve on the suppression of the pre-emptive right of Management For For
shareholders in the subscription of any issuance of convertible
bonds as referred to under item 7 hereof as may be resolved upon
by the board of directors
9 To resolve on the issuance of bonds and other securities, of Management For For
whatever nature, by the board of directors, and notably on the
fixing of the value of such securities, in accordance with articles 8,
number 3 and 15, number 1, paragraph e), of the articles of
association
10 To resolve on the acquisition and disposal of own bonds and other Management For For
own securities
11 To resolve on the statement of the compensation committee on Management For For
the remuneration policy for the members of the management and
supervisory bodies of the company
12 To resolve on the ratification of the appointment of new members Management For For
of the board of directors to complete the 2009-2011 term-of-office
LADISH CO., INC.
SECURITY 505754200 MEETING TYPE Special
TICKER SYMBOL LDSH MEETING DATE 06-May-2011
ISIN US5057542004 AGENDA 933411794 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------- ---------- ----- -----------
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF NOVEMBER 16, 2010, BY AND
AMONG ALLEGHENY TECHNOLOGIES INCORPORATED,
REFERRED TO AS ATI, LPAD CO., A WHOLLY OWNED
SUBSIDIARY OF ATI, REFERRED TO AS LPAD, PADL LLC, A
WHOLLY OWNED SUBSIDIARY OF ATI, AND LADISH, AS
AMENDED FROM TIME TO TIME, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
02 TO CONSIDER AND VOTE UPON A PROPOSAL TO APPROVE Management For For
THE ADJOURNMENT OF THE MEETING, IF NECESSARY, TO
SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT
VOTES TO ADOPT THE MERGER AGREEMENT AT THE TIME
OF THE SPECIAL MEETING.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 45
The GDL Fund
ENDESA SA, MADRID
SECURITY E41222113 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 09-May-2011
ISIN ES0130670112 AGENDA 702971880 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------- ----------- ----- ------------
CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A-SECOND CALL ON 09
MAY 2011 AT 12:31 PM. CONSEQUENTLY, YOUR VOTING-
INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS
UNLESS THE AGENDA IS AMENDED.-THANK YOU.
1 Examination and approval, if any, of the individual financial Management For For
statements of Endesa, SA (Balance Sheet, Profit and Loss
Account, Statement of Changes in Equity, Cash Flow Statement
and Notes), as well as of the consolidated financial statements of
Endesa, SA and Subsidiaries (Consolidated Balance Sheet, Profit
and Loss Account Consolidated Consolidated Result Global,
Statement of Changes in Equity Consolidated Cash Flow
Statement Consolidated Report) for the year ended December 31, 2010
2 Examination and approval, where appropriate, the individual Management For For
management report of Endesa, SA and Consolidated
Management Report of Endesa, SA and Subsidiaries for the year
ended December 31, 2010
3 Examination and approval, if any, of the Social Management for Management For For
the year ended December 31, 2010
4 Examination and approval, if applicable, the allocation of profits Management For For
and the distribution of dividends for the year ended December
31, 2010
5 Re-election of Director, Mr. Borja Prado Eulate Management For For
6 Revocation and Appointment of Auditors Management For For
7.1 Modification of adaptation to the latest legislative reforms of the Management For For
Association: Amend Article 8 of the Bylaws. Non-voting,
redeemable and preference
7.2 Modification of adaptation to the latest legislative reforms of the Management For For
Association: Amend Article 11 of the Bylaws. Modalities of the
increase
7.3 Modification of adaptation to the latest legislative reforms of the Management For For
Association: Amend Article 12 of the Bylaws. Delegation to
managers of increased social capital
7.4 Modification of adaptation to the latest legislative reforms of the Management For For
Association: Amend Article 14 of the Bylaws. Exclusion of pre-
emptive rights
7.5 Modification of adaptation to the latest legislative reforms of the Management For For
Association: Amend Article 15 of the Bylaws. Reduction of social
capital
7.6 Modification of adaptation to the latest legislative reforms of the Management For For
Association: Amend Article 16 of the Bylaws. Issuance of bonds
7.7 Modification of adaptation to the latest legislative reforms of the Management For For
Association: Amend Article 22 of the Bylaws. Convocation of the
General Board
7.8 Modification of adaptation to the latest legislative reforms of the Management For For
Association: Amend Article 23 of the Bylaws. Convening authority
and obligation
7.9 Modification of adaptation to the latest legislative reforms of the Management For For
Association: Amend Article 26 of the Bylaws. Special agreements.
Constitution
7.10 Modification of adaptation to the latest legislative reforms of the Management For For
Association: Amend Article 33 of the Bylaws. Right to information
7.11 Modification of adaptation to the latest legislative reforms of the Management For For
Association: Amend Article 36 of the Bylaws. Board of Directors.
General functions
7.12 Modification of adaptation to the latest legislative reforms of the Management For For
Association: Amend Article 40 of the Bylaws. Remuneration
7.13 Modification of adaptation to the latest legislative reforms of the Management For For
Association: Amend Article 42 of the Bylaws. Incompatibilities of
the Directors
7.14 Modification of adaptation to the latest legislative reforms of the Management For For
Association: Amend Article 44 of the Bylaws. Constitution of the
Council
7.15 Modification of adaptation to the latest legislative reforms of the Management For For
Association: Amend Article 51 of the Bylaws. Audit and
Compliance Committee
7.16 Modification of adaptation to the latest legislative reforms of the Management For For
Association: Amend Article 54 of the Bylaws. Contents of the
annual accounts
7.17 Modification of adaptation to the latest legislative reforms of the Management For For
Association: Approve the revised text of the Bylaws
8.1 Modification of adaptation to the latest legislative reforms of the Management For For
General Regulations: Amend Article 3 of the General Meeting
Regulations. Advertising
8.2 Modification of adaptation to the latest legislative reforms of the Management For For
General Regulations: Amend Article 7 of the General Meeting
Regulations. Convening authority and obligation
8.3 Modification of adaptation to the latest legislative reforms of the Management For For
General Regulations: Amend Article 8 of the General Meeting
Regulations. Publication and notice of meeting
8.4 Modification of adaptation to the latest legislative reforms of the Management For For
General Regulations: Amend Article 9 of the General Meeting
Regulations. Right to information
8.5 Modification of adaptation to the latest legislative reforms of the Management For For
General Regulations: Amend Article 10 of the General Meeting
Regulations. Right to attend
8.6 Modification of adaptation to the latest legislative reforms of the Management For For
General Regulations: Amend Article 11 of the General Meeting
Regulations. Representation
8.7 Modification of adaptation to the latest legislative reforms of the Management For For
General Regulations: Amend Article 24 of the General Meeting
Regulations. Publication
8.8 Modification of adaptation to the latest legislative reforms of the Management For For
General Regulations: To approve the revised text of the General
Meeting Regulations
9 Annual Report on Remuneration of Directors for the advisory vote Management For For
10 Delegation to the Board of Directors for the execution and Management For For
development of resolutions adopted by the Board, so as to
substitute the powers received from the Board and granting of
powers to a public deed and registration of such agreements and
for correction, if necessary
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting
OF CONSERVATIVE RECORD DATE-. 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.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 46
The GDL Fund
ITT CORPORATION
SECURITY 450911102 MEETING TYPE Annual
TICKER SYMBOL ITT MEETING DATE 10-May-2011
ISIN US4509111021 AGENDA 933396586 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------- ------------ -------- ------------
01 DIRECTOR Management
1 STEVEN R. LORANGER For For
2 CURTIS J. CRAWFORD For For
3 CHRISTINA A. GOLD For For
4 RALPH F. HAKE For For
5 JOHN J. HAMRE For For
6 PAUL J. KERN For For
7 FRANK T. MACINNIS For For
8 SURYA N. MOHAPATRA For For
9 LINDA S. SANFORD For For
10 MARKOS I. TAMBAKERAS For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS ITT'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2011.
03 APPROVAL OF THE ITT CORPORATION 2011 OMNIBUS Management For For
INCENTIVE PLAN.
04 APPROVAL OF A PROPOSAL TO AMEND THE COMPANY'S Management For For
RESTATED ARTICLES OF INCORPORATION TO ALLOW
SHAREHOLDERS TO CALL SPECIAL MEETINGS.
05 TO APPROVE, IN A NON-BINDING VOTE, THE Management Abstain Against
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
06 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.
07 TO VOTE ON A SHAREHOLDER PROPOSAL REQUESTING Shareholder Against For
THAT THE COMPANY AMEND, WHERE APPLICABLE, ITT'S
POLICIES RELATED TO HUMAN RIGHTS.
ENZON PHARMACEUTICALS, INC.
SECURITY 293904108 MEETING TYPE Annual
TICKER SYMBOL ENZN MEETING DATE 10-May-2011
ISIN US2939041081 AGENDA 933424400 - 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: ROBERT LEBUHN Management For For
1E ELECTION OF DIRECTOR: HAROLD J. LEVY Management For For
1F ELECTION OF DIRECTOR: ROBERT C. SALISBURY Management For For
1G ELECTION OF DIRECTOR: RICHARD A. YOUNG Management For For
02 APPROVAL OF THE COMPANY'S 2011 STOCK OPTION AND Management Against Against
INCENTIVE PLAN
03 RATIFICATION OF KPMG LLP, INDEPENDENT Management For For
ACCOUNTANTS, TO AUDIT THE CONSOLIDATED FINANCIAL
STATEMENTS OF THE COMPANY FOR THE YEAR ENDING
DECEMBER 31, 2011
04 APPROVAL OF THE COMPENSATION OF THE COMPANY'S Management Abstain Against
NAMED EXECUTIVE OFFICERS
05 VOTE ON THE FREQUENCY FOR HOLDING AN ADVISORY Management Abstain Against
VOTE ON THE COMPENSATION OF THE COMPANY'S NAMED
EXECUTIVE OFFICERS
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 47
The GDL Fund
TOGNUM AG, FRIEDRICHSHAFEN
SECURITY D836B5109 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 11-May-2011
ISIN DE000A0N4P43 AGENDA 702888352 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------ ---------- ----- -----------
ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC Non-Voting
CONFLICTS 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 Non-Voting
MEETING IS 20 APR 2011, WHEREAS-THE MEETING HAS
BEEN SETUP USING THE ACTUAL RECORD DATE - 1
BUSINESS DAY. THI-S IS DONE TO ENSURE THAT ALL
POSITIONS REPORTED ARE IN CONCURRENCE WITH THE
GE-RMAN LAW. THANK YOU
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL Non-Voting
26.04.2011. FURTHER INFORMATION ON CO-UNTER
PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER'S
WEBSITE (PLEASE REFER TO-THE MATERIAL URL SECTION
OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITE-
MS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND
VOTE YOUR SHARES DIRECTLY AT-THE COMPANY'S
MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED
IN THE BALLOT ON-PROXYEDGE
1. Presentation of the financial statements and annual report for the Non-Voting
2010 financial year with the report of the Supervisory Board, the
group financial statements and group annual report as well as the
report by the Board of MDs pursuant-to Sections 289(4) and
315(4) of the German Commercial Code
2. Resolution on the appropriation of the distributable profit of EUR Management For For
164,904,419.52 as follows: Payment of a dividend of EUR 0.50
per share EUR 99,216,919.52 shall be carried forward Ex-
dividend and payable date: May 12, 2011
3. Ratification of the acts of the Board of MDs Management For For
4. Ratification of the acts of the Supervisory Board Management For For
5. Appointment of auditors for the 2011 financial year: Management For For
PricewaterhouseCoopers AG, Stuttgart
6. Approval of the remuneration system for the members of the Management For For
Board of MDs
PROGRESS ENERGY, INC.
SECURITY 743263105 MEETING TYPE Annual
TICKER SYMBOL PGN MEETING DATE 11-May-2011
ISIN US7432631056 AGENDA 933401983 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------- ---------- -------- -----------
1A ELECTION OF DIRECTOR: JOHN D. BAKER II Management For For
1B ELECTION OF DIRECTOR: JAMES E. BOSTIC JR. Management For For
1C ELECTION OF DIRECTOR: HARRIS E. DELOACH JR. Management For For
1D ELECTION OF DIRECTOR: JAMES B. HYLER JR. Management For For
1E ELECTION OF DIRECTOR: WILLIAM D. JOHNSON Management For For
1F ELECTION OF DIRECTOR: ROBERT W. JONES Management For For
1G ELECTION OF DIRECTOR: W. STEVEN JONES Management For For
1H ELECTION OF DIRECTOR: MELQUIADES R. MARTINEZ Management For For
1I ELECTION OF DIRECTOR: E. MARIE MCKEE Management For For
1J ELECTION OF DIRECTOR: JOHN H. MULLIN III Management For For
1K ELECTION OF DIRECTOR: CHARLES W. PRYOR JR. Management For For
1L ELECTION OF DIRECTOR: CARLOS A. SALADRIGAS Management For For
1M ELECTION OF DIRECTOR: THERESA M. STONE Management For For
1N ELECTION OF DIRECTOR: ALFRED C. TOLLISON JR. Management For For
2 AN ADVISORY (NONBINDING) VOTE TO APPROVE Management Abstain Against
EXECUTIVE COMPENSATION.
3 TO RECOMMEND, BY AN ADVISORY (NONBINDING) VOTE, Management Abstain Against
THE FREQUENCY OF SHAREHOLDER VOTES ON
EXECUTIVE COMPENSATION.
4 RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE Management For For
LLP AS PROGRESS ENERGY INC.'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 48
The GDL Fund
THE MIDDLEBY CORPORATION
SECURITY 596278101 MEETING TYPE Annual
TICKER SYMBOL MIDD MEETING DATE 11-May-2011
ISIN US5962781010 AGENDA 933402757 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------- ---------- -------- -----------
1A ELECTION OF DIRECTOR: SELIM A. BASSOUL Management For For
1B ELECTION OF DIRECTOR: ROBERT B. LAMB Management For For
1C ELECTION OF DIRECTOR: RYAN LEVENSON Management For For
1D ELECTION OF DIRECTOR: JOHN R. MILLER III Management For For
1E ELECTION OF DIRECTOR: GORDON O'BRIEN Management For For
1F ELECTION OF DIRECTOR: PHILIP G. PUTNAM Management For For
1G ELECTION OF DIRECTOR: SABIN C. STREETER Management For For
02 APPROVAL OF THE ADOPTION OF THE COMPANY'S 2011 Management Against Against
LONG-TERM INCENTIVE PLAN.
03 APPROVAL OF THE ADOPTION OF THE COMPANY'S VALUE Management For For
CREATION INCENTIVE PLAN.
04 APPROVAL, BY AN ADVISORY VOTE, OF THE 2010 Management Abstain Against
COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE
OFFICERS, AS DISCLOSED PURSUANT TO THE
COMPENSATION DISCLOSURE RULES OF THE SECURITIES
AND EXCHANGE COMMISSION ("SEC").
05 SELECTION, BY AN ADVISORY VOTE, OF THE FREQUENCY Management Abstain Against
OF FUTURE ADVISORY VOTES ON EXECUTIVE
COMPENSATION.
06 RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE Management For For
LLP AS THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS FOR THE CURRENT FISCAL YEAR ENDING
DECEMBER 31, 2011.
Q-MED AB, UPPSALA
SECURITY W71001106 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 12-May-2011
ISIN SE0000426462 AGENDA 703000810 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------------------------- ---------- ----- ------------
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL 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 Non-Voting
OWNER 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 Election of the Chair for the meeting. lawyer Ola Ahman Management For For
2 Drawing up and approval of the voting list Management For For
3 Approval of the agenda for the meeting Management For For
4 Election of one or two people to verify the minutes Management For For
5 Consideration of whether the meeting has been duly convened Management For For
6 Submission of the annual accounts and the auditor's report, as Management For For
well as the consolidated accounts and consolidated auditor's
report, for the financial year 2010
7.a Adoption of the income statement and balance sheet, as well as Management For For
the consolidated income statement and the consolidated balance
sheet
7.b Treatment of the company's unappropriated earnings in Management For For
accordance with the adopted balance sheet; The Board proposes
that the net income for the year, 175,4 MSEK, and other earnings
at the disposal of the Annual General Meeting are carried forward
7.c The question of discharging the members of the Board and the Management For For
President from liability
8 Determination of the number of Board members and any deputy Management For For
members of the Board, as well as auditors and any deputy
auditors. The members of the Board continue to be six in number,
with no deputy members of the Board
9 Determination of fees for the Board and the auditors. that no Management For For
board fee be paid to any of the directors of the board; and that for
the period up until the end of the next Annual General Meeting the
auditors' fees be paid in accordance with reasonable invoicing
10 Election of members of the Board, any deputy members of the Management For For
Board and auditors and any deputy auditors. Re-election of
Humberto Antunes , Albert Draaijer , Alain Jacot , Jean-Pierre
Dasriaux , Chris de Bruyne , and Lydie Frere , the registered
accounting firm KPMG AB, be elected as the company's auditor
for the period up until the end of the Annual General Meeting in
2012 . KPMG AB has advised that Asa Wiren Linder will be
appointed auditor in charge
11 Closing of the Annual General Meeting Non-Voting
ARTHROCARE CORPORATION
SECURITY 043136100 MEETING TYPE Annual
TICKER SYMBOL ARTC MEETING DATE 12-May-2011
ISIN US0431361007 AGENDA 933394239 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------- ---------- ------- ------------
01 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
02 TO APPROVE, BY NON-BINDING VOTE, THE COMPENSATION Management Abstain Against
OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.
03 TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY Management Abstain Against
OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF
THE COMPANY'S NAMED EXECUTIVE OFFICERS.
04 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE 2011 FISCAL YEAR.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 49
The GDL Fund
BCE INC.
SECURITY 05534B760 MEETING TYPE Annual
TICKER SYMBOL BCE MEETING DATE 12-May-2011
ISIN CA05534B7604 AGENDA 933399366 - 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 R.C. SIMMONDS For For
11 C. TAYLOR For For
12 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 Management For For
THE ROLE AND RESPONSIBILITIES OF THE BOARD OF
DIRECTORS, THAT THE SHAREHOLDERS ACCEPT THE
APPROACH TO EXECUTIVE COMPENSATION DISCLOSED IN
THE 2011 MANAGEMENT PROXY CIRCULAR DATED MARCH
10, 2011 DELIVERED IN ADVANCE OF THE 2011 ANNUAL
GENERAL MEETING OF SHAREHOLDERS OF BCE.
4A CRITICAL MASS OF QUALIFIED WOMEN ON BOARD. Shareholder Against For
4B EQUITY RATIO. Shareholder Against For
4C ADDITIONAL INFORMATION ON COMPARATOR GROUPS. Shareholder Against For
MENTOR GRAPHICS CORPORATION
SECURITY 587200106 MEETING TYPE Contested-Annual
TICKER SYMBOL MENT MEETING DATE 12-May-2011
ISIN US5872001061 AGENDA 933408468 - Opposition
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------- ----------- --------- ------------
01 DIRECTOR Management
1 MR. JOSE MARIA ALAPONT For For
2 MR. GARY MEYERS Withheld Against
3 MR. DAVID SCHECHTER Withheld Against
4 MGT NOM P.L. BONFIELD Withheld Against
5 MGT NOM K.C. MCDONOUGH Withheld Against
6 MGT NOM W.C. RHINES Withheld Against
7 MGT NOM G.K. HINCKLEY Withheld Against
8 MGT NOM P.B. MCMANUS Withheld Against
02 SHAREHOLDER ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION
03 SHAREHOLDER ADVISORY VOTE ON THE FREQUENCY OF Management Abstain Against
FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION
04 PROPOSAL TO AMEND THE COMPANY'S 1989 EMPLOYEE Management For Against
STOCK PURCHASE PLAN AND FOREIGN SUBSIDIARY
EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE
NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER
EACH OF THE PLANS.
05 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR ITS FISCAL YEAR ENDING
JANUARY 31, 2012
06 PROPOSAL TO AMEND THE COMPANY'S BYLAWS BY Management For For
ADDING A NEW ARTICLE XI TO OPT OUT OF CERTAIN
PROVISIONS OF THE OREGON BUSINESS CORPORATION
ACT RELATING TO BUSINESS COMBINATIONS WITH
INTERESTED SHAREHOLDERS
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 50
The GDL Fund
NOVELL, INC.
SECURITY 670006105 MEETING TYPE Annual
TICKER SYMBOL NOVL MEETING DATE 13-May-2011
ISIN US6700061053 AGENDA 933415665 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------- ----------- -------- -----------
1A ELECTION OF DIRECTOR: ALBERT AIELLO Management For For
1B ELECTION OF DIRECTOR: FRED CORRADO Management For For
1C ELECTION OF DIRECTOR: RICHARD L. CRANDALL Management For For
1D ELECTION OF DIRECTOR: GARY G. GREENFIELD Management For For
1E ELECTION OF DIRECTOR: JUDITH H. HAMILTON Management For For
1F ELECTION OF DIRECTOR: RONALD W. HOVSEPIAN Management For For
1G ELECTION OF DIRECTOR: PATRICK S. JONES Management For For
1H ELECTION OF DIRECTOR: RICHARD L. NOLAN Management For For
1I ELECTION OF DIRECTOR: JOHN W. PODUSKA, SR. Management For For
02 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2011
03 TO ADOPT A NONBINDING ADVISORY RESOLUTION Management Abstain Against
APPROVING THE COMPENSATION OF NOVELL, INC.'S
NAMED EXECUTIVE OFFICERS AS DISCLOSED IN ITS
PROXY STATEMENT.
04 TO SELECT, ON A NONBINDING, ADVISORY BASIS, THE Management Abstain Against
FREQUENCY OF FUTURE STOCKHOLDER NONBINDING,
ADVISORY VOTES ON THE COMPENSATION OF NOVELL,
INC.'S NAMED EXECUTIVE OFFICERS.
DANVERS BANCORP, INC.
SECURITY 236442109 MEETING TYPE Special
TICKER SYMBOL DNBK MEETING DATE 13-May-2011
ISIN US2364421097 AGENDA 933422735 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------ ----------- ----- ------------
01 ADOPTION OF THE AGREEMENT AND PLAN OF MERGER BY Management For For
AND BETWEEN DANVERS BANCORP, INC. AND PEOPLE'S
UNITED FINANCIAL, INC., DATED AS OF JANUARY 20, 2011,
PURSUANT TO WHICH DANVERS WILL MERGE WITH AND
INTO PEOPLE'S UNITED, WITH PEOPLE'S UNITED BEING
THE SURVIVING CORPORATION.
02 APPROVAL OF ONE OR MORE ADJOURNMENTS OF THE Management For For
SPECIAL MEETING, IF NECESSARY, 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.
CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
SECURITY 18451C109 MEETING TYPE Annual
TICKER SYMBOL CCO MEETING DATE 16-May-2011
ISIN US18451C1099 AGENDA 933425426 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------- ---------- ------- ------------
01 DIRECTOR Management
1 THOMAS R. SHEPHERD For For
2 CHRISTOPHER M. TEMPLE For For
3 SCOTT R. WELLS For For
02 APPROVAL OF THE ADVISORY (NON-BINDING) RESOLUTION Management Abstain Against
ON EXECUTIVE COMPENSATION.
03 ADVISORY (NON-BINDING) VOTE ON THE FREQUENCY OF Management Abstain Against
FUTURE ADVISORY VOTES ON EXECUTIVE
COMPENSATION.
04 RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP Management For For
AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE YEAR ENDING DECEMBER 31, 2011.
FIRSTENERGY CORP.
SECURITY 337932107 MEETING TYPE Annual
TICKER SYMBOL FE MEETING DATE 17-May-2011
ISIN US3379321074 AGENDA 933406995 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------ ----------- ------- ------------
01 DIRECTOR Management
1 PAUL T. ADDISON For For
2 ANTHONY J. ALEXANDER For For
3 MICHAEL J. ANDERSON For For
4 DR. CAROL A. CARTWRIGHT For For
5 WILLIAM T. COTTLE For For
6 ROBERT B. HEISLER, JR. For For
7 JULIA L. JOHNSON For For
8 TED J. KLEISNER For For
9 ERNEST J. NOVAK, JR. For For
10 CATHERINE A. REIN For For
11 GEORGE M. SMART For For
12 WES M. TAYLOR For For
13 JESSE T. WILLIAMS, SR. For For
02 RATIFICATION OF THE APPOINTMENT OF THE Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
03 REDUCE THE PERCENTAGE OF SHARES REQUIRED TO Management For For
CALL A SPECIAL MEETING OF SHAREHOLDER
04 APPROVAL OF AN ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION
05 RECOMMEND ADVISORY VOTE ON FREQUENCY OF Management Abstain Against
FUTURE VOTES ON EXECUTIVE COMPENSATION
06 SHAREHOLDER PROPOSAL: REPORT ON COAL Shareholder Against For
COMBUSTION WASTE
07 SHAREHOLDER PROPOSAL: LOWER PERCENTAGE Shareholder Against For
REQUIRED FOR SHAREHOLDER ACTION BY WRITTEN
CONSENT
08 SHAREHOLDER PROPOSAL: ADOPT A MAJORITY VOTE Shareholder Against For
STANDARD FOR THE ELECTION OF DIRECTORS
09 SHAREHOLDER PROPOSAL: REPORT ON FINANCIAL RISKS Shareholder Against For
OF RELIANCE ON COAL
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 51
The GDL Fund
MARSHALL & ILSLEY CORPORATION
SECURITY 571837103 MEETING TYPE Special
TICKER SYMBOL MI MEETING DATE 17-May-2011
ISIN US5718371033 AGENDA 933424929 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------- ---------- ----- -----------
01 APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED Management For For
AS OF DECEMBER 17, 2010, BY AND BETWEEN BANK OF
MONTREAL AND MARSHALL & ILSLEY CORPORATION.
02 APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, Management For For
IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO ADOPT
THE FOREGOING PROPOSAL.
BEL FUSE INC.
SECURITY 077347201 MEETING TYPE Annual
TICKER SYMBOL BELFA MEETING DATE 17-May-2011
ISIN US0773472016 AGENDA 933429272 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------------- ---------- -------- -----------
01 DIRECTOR Management
1 AVI EDEN For For
2 ROBERT H. SIMANDL For For
02 WITH RESPECT TO THE RATIFICATION OF THE Management For For
DESIGNATION OF DELOITTE & TOUCHE LLP TO AUDIT BEL'S
BOOKS AND ACCOUNTS FOR 2011.
03 WITH RESPECT TO THE APPROVAL, ON AN ADVISORY Management Abstain Against
BASIS, OF THE EXECUTIVE COMPENSATION OF BEL'S
NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE
PROXY STATEMENT.
04 WITH RESPECT TO THE VOTE, ON AN ADVISORY BASIS, ON Management Abstain Against
HOW OFTEN TO CONDUCT THE ADVISORY VOTE ON
EXECUTIVE COMPENSATION.
05 WITH RESPECT TO THE APPROVAL OF THE BEL FUSE INC. Management Against Against
2011 EQUITY COMPENSATION PLAN.
DRAGON OIL PLC
SECURITY G2828W132 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 18-May-2011
ISIN IE0000590798 AGENDA 702969087 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------------------------- ----------- ----- -----------
1 To receive the financial statements for year ended 31 December Management For For
2010
2 To declare a dividend Management For For
3.a To re-elect Mr. Muhammed 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
4 To receive the Directors' Remuneration Report for the year ended Management For For
31 December 2010
5 To authorise the Directors to fix the Auditors' remuneration Management For For
6 To authorise general meetings outside the Republic of Ireland Management For For
7 To authorise the calling of general meetings on not less than 14 Management For For
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
10 To amend the Articles of Association Management For For
11 To approve the adoption of the 2011 Employee Share Purchase Management For For
Plan
PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
MODIFICATION IN THE TEXT OF THE RES-OLUTION 3C. 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.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 52
The GDL Fund
RHODIA
SECURITY F7813K523 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 18-May-2011
ISIN FR0010479956 AGENDA 703016522 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------------------------- ---------- ----- -----------
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 800629 DUE TO DELETION OF-RESOLUTIONS. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AN-D YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting
VALID VOTE OPTIONS ARE "FOR" AN-D "AGAINST" A VOTE
OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE.
CMMT French Resident Shareowners must complete, sign and forward Non-Voting
the Proxy Card dir-ectly to the sub custodian. Please contact your
Client Service Representative-to obtain the necessary card,
account details and directions. The following ap-plies to Non-
Resident Shareowners: Proxy Cards: Voting instructions will be fo-
rwarded to the Global Custodians that have become Registered
Intermediaries, o-n the Vote Deadline Date. In capacity as
Registered Intermediary, the Global C-ustodian will sign the Proxy
Card and forward to the local custodian. If you a-re unsure
whether your Global Custodian acts as Registered Intermediary,
pleas-e contact your representative
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting
INFORMATION IS AVAILABLE BY CLIC-KING ON THE
MATERIAL URL LINK: https://balo.journal-
officiel.gouv.fr/pdf/2011/-0422/201104221101446.pdf
O.1 Approval of the corporate financial statements for the financial Management For For
year 2010
O.2 Approval of the consolidated financial statements for the financial Management For For
year 2010
O.3 Allocation of income for the financial year ended December 31, Management For For
2010 and setting the dividend
O.4 Option for payment of dividend in shares Management For For
O.5 Authorization to be granted to the Board of Directors to trade the Management For For
Company's shares
E.6 Authorization to be granted to the Board of Directors to reduce Management For For
capital by cancellation of treasury shares
E.7 Delegation of authority granted to the Board of Directors to Management For For
increase capital by issuing shares and/or securities providing
access to capital, issued by the Company in favor of members of
a company savings plan
E.8 Delegation of authority granted to the Board of Directors to Management For For
increase capital by issuing shares and/or securities providing
access to capital, issued by the Company reserved for employees
of foreign companies of Rhodia Group, outside of a company
savings plan
E.9 Powers Management For For
CHAUCER HOLDINGS PLC
SECURITY G2071N102 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 19-May-2011
ISIN GB0000293950 AGENDA 702967792 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------------ ---------- ----- ------------
1 To receive the Directors' Report and Financial Statements of the Management For For
Company for the year ended 31 December 2010, together with the
Independent Auditors' Report thereon
2 To approve the Directors' Remuneration Report for the year Management For For
ended 31 December 2010
3 To approve a final dividend of 2.7 pence on the ordinary shares to Management For For
be paid on 27 May 2011 to those shareholders on the register at
the close of business on 6 May 2011
4 To re-elect Christopher Stooke as a director in accordance with Management For For
Article 91 of the Company's Articles of Association
5 To re-elect Mark Wood as a director in accordance with Article 91 Management For For
of the Company's Articles of Association
6 To re-elect Martin Gilbert as a director in accordance with Article Management For For
122 of the Company's Articles of Association
7 To re-elect Robert Stuchbery as a director in accordance with Management For For
Article 122 of the Company's Articles of Association
8 To re appoint Ernst & Young LLP as Auditors to hold office from Management For For
the conclusion of the meeting to the conclusion of the next
meeting at which accounts are laid before the meeting
9 To authorise the Directors to determine the remuneration of the Management For For
Auditors
10 That the Directors be and they are hereby generally and Management For For
unconditionally authorised in accordance with section 551 of the
Companies Act 2006 (CA 2006) to exercise all the powers of the
Company to allot shares in the Company and to grant rights to
subscribe for, or to convert any security into, shares in the
Company: (a) up to an aggregate nominal amount of
GBP45,674,303; and (b) comprising equity securities (within the
meaning of section 560 CA 2006) up to a further aggregate
nominal amount of GBP45,674,303 in connection with an offer by
way of a rights issue: (i) to ordinary shareholders in proportion (as
nearly as may be practicable) to their existing holdings; and (ii) to
holders of other equity securities as required by the rights of those
securities or as the Directors otherwise consider necessary, and
so that CONTD
CONT CONTD Directors may impose any limits or restrictions and make Non-Voting
any-arrangements which they consider necessary or appropriate
to deal with-treasury shares, fractional entitlements, record dates,
legal, regulatory or-practical problems in, or under the laws of, any
territory or the-requirements of any regulatory body or stock
exchange or any other matter-(including any such problems
arising by virtue of equity securities being-represented by
depositary receipts). The authorities conferred on the-Directors
under paragraphs (a) and (b) above shall expire at the conclusion-
of the next AGM of the Company after the passing of this
resolution or, if-earlier, 30 June 2012 (unless previously revoked,
varied or renewed by the-Company in general meeting) save that
the Company may before such expiry make-an offer or agreement
which CONTD
CONT CONTD would or might require shares to be allotted or rights to Non-Voting
subscribe-for, or to convert any security into, shares to be granted
after such expiry-and the Directors may allot shares or grant rights
to subscribe for, or to-convert any security into, shares (as the
case may be) in pursuance of such-an offer or agreement as if the
authority conferred hereby had not expired
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 53
The GDL Fund
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------------ ---------- ----- ------------
11 That, subject to the passing of resolution 10 above and in Management For For
substitution for all subsisting authorities to the extent unused, the
Directors be and they are hereby empowered pursuant to section
570 and section 573 CA 2006 to allot equity securities (within the
meaning of section 560 CA 2006) for cash pursuant to the
authority conferred by resolution 10, as if section 561(1) CA 2006
did not apply to any such allotment, provided that this power: (a)
shall be limited to the allotment of equity securities in connection
with an offer of equity securities (but in the case of the authority
granted under paragraph (b) of resolution 10, by way of a rights
issue only): (i) to ordinary shareholders in proportion (as nearly as
may be practicable) to their existing holdings; and (ii) to holders of
other equity securities as required by CONTD
CONT CONTD the rights of those securities or as the Directors otherwise Non-Voting
consider-necessary, and so that the Directors may impose any
limits or restrictions-and make any arrangements which they
consider necessary or appropriate to-deal with any treasury
shares, fractional entitlements, record dates, legal,-regulatory or
practical problems in, or under the laws of, any territory or-the
requirements of any regulatory body or stock exchange or any
other matter-(including any such problems arising by virtue of
equity securities being-represented by depositary receipts); and
(b) in the case of the authority-granted under paragraph (a) of
resolution 10, shall be limited to the-allotment (otherwise than
under paragraph (a) of this resolution 11, of-equity securities up to
an aggregate nominal amount of GBP6,851,145, (c)-shall apply
CONTD
CONT CONTD in relation to a sale of shares which is an allotment of Non-Voting
equity-securities by virtue of section 560(3) CA 2006 as if in the
first paragraph-of this resolution 11 the words "subject to the
passing of resolution 10-above and" were omitted, and shall
expire at the conclusion of the next AGM-of the Company after the
passing of this resolution or on 30 June 2012,-whichever is the
earlier, except 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 the Directors may allot equity
securities in-pursuance of such offer or agreement as if the power
conferred hereby had not-expired
12 That the Directors be and are hereby generally and Management For For
unconditionally authorised, pursuant to and in accordance with
section 701 CA 2006, to make market purchases (within the
meaning of section 693(4) CA 2006) of ordinary shares of 25
pence each in the capital of the Company (Ordinary Shares) on
such terms and in such manner as the Directors shall from time to
time determine, provided that: (a) the maximum aggregate
number of Ordinary Shares hereby authorised to be purchased is
54,809,164; (b) the minimum price which may be paid for an
Ordinary Share is its nominal value (exclusive of expenses); (c)
the maximum price (exclusive of expenses) which may be paid for
an Ordinary Share is an amount equal to 105 per cent. of the
average of the middle market quotations of an Ordinary Share (as
derived from the London Stock Exchange CONTD
CONT CONTD Daily Official List) for the five business days immediately Non-Voting
preceding-the date on which that Ordinary Share is contracted to
be purchased; (d) the-authority hereby conferred shall expire at
the conclusion of the next AGM of-the Company following the
passing of this resolution or, if earlier, 30 June-2012 (unless
previously revoked, varied or renewed by the Company in
general-meeting); (e) the Company may at any time prior to the
expiry of such-authority make a contract or contracts to purchase
Ordinary Shares under such-authority which will or might be
completed or executed wholly or partly after-the expiration of such
authority and may make a purchase of Ordinary Shares-in
pursuance of any such contract or contracts; and (f) in executing
this-authority, the Company may purchase Ordinary Shares using
any currency, CONTD
CONT CONTD including, without limitation, pounds sterling, US dollars Non-Voting
and euros
13 That a general meeting, other than an annual general meeting, Management For For
may be called on not less than 14 clear days' notice
14 That the Articles of Association of the Company be altered by Management For For
substituting the existing article 135.1 with the following article: The
Directors may delegate any of their powers to such committee, to
such an extent in relation to such matters, and on such terms and
conditions as they think fit
SLM CORPORATION
SECURITY 78442P106 MEETING TYPE Annual
TICKER SYMBOL SLM MEETING DATE 19-May-2011
ISIN US78442P1066 AGENDA 933412063 - 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: MICHAEL E. MARTIN Management For For
1H ELECTION OF DIRECTOR: BARRY A. MUNITZ Management For For
1I ELECTION OF DIRECTOR: HOWARD H. NEWMAN Management For For
1J ELECTION OF DIRECTOR: A. ALEXANDER PORTER, JR. Management For For
1K ELECTION OF DIRECTOR: FRANK C. PULEO Management For For
1L ELECTION OF DIRECTOR: WOLFGANG SCHOELLKOPF Management For For
1M ELECTION OF DIRECTOR: STEVEN L. SHAPIRO Management For For
1N ELECTION OF DIRECTOR: J. TERRY STRANGE Management For For
1O ELECTION OF DIRECTOR: ANTHONY P. TERRACCIANO Management For For
1P ELECTION OF DIRECTOR: BARRY L. WILLIAMS Management For For
02 APPROVAL OF AN ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
03 APPROVAL OF AN ADVISORY VOTE ON THE FREQUENCY Management Abstain Against
OF EXECUTIVE COMPENSATION VOTES.
04 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 54
The GDL Fund
REDDY ICE HOLDINGS, INC.
SECURITY 75734R105 MEETING TYPE Annual
TICKER SYMBOL FRZ MEETING DATE 19-May-2011
ISIN US75734R1059 AGENDA 933427874 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------- ----------- ---- -----------
01 DIRECTOR Management
1 GILBERT M. CASSAGNE For For
2 WILLIAM P. BRICK For For
3 KEVIN J. CAMERON For For
4 THEODORE J. HOST For For
5 MICHAEL S. MCGRATH For For
6 MICHAEL H. RAUCH For For
7 ROBERT N. VERDECCHIO For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS REDDY ICE
HOLDINGS, INC.'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2011.
RETAIL VENTURES INC.
SECURITY 76128Y102 MEETING TYPE Special
TICKER SYMBOL RVI MEETING DATE 19-May-2011
ISIN US76128Y1029 AGENDA 933430679 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------------- ----------- ----- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED FEBRUARY 8, 2011, AMONG DSW INC., DSW MS LLC,
AN OHIO LIMITED LIABILITY COMPANY AND A WHOLLY
OWNED SUBSIDIARY OF DSW, AND RETAIL VENTURES,
INC., AND APPROVE THE MERGER.
02 TO APPROVE ANY MOTION TO ADJOURN OR POSTPONE Management For For
THE RETAIL VENTURES SPECIAL MEETING TO ANOTHER
TIME OR PLACE, IF NECESSARY TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME
OF THE RETAIL VENTURES SPECIAL MEETING TO ADOPT
THE MERGER AGREEMENT AND APPROVE THE MERGER.
EMERGENCY MEDICAL SERVICES CORP.
SECURITY 29100P102 MEETING TYPE Special
TICKER SYMBOL EMS MEETING DATE 20-May-2011
ISIN US29100P1021 AGENDA 933439235 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------- ---------- ---- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF FEBRUARY 13, 2011, AS IT MAY BE AMENDED
FROM TIME TO TIME, BY AND AMONG CDRT ACQUISITION
CORPORATION, A DELAWARE CORPORATION, CDRT
MERGER SUB, INC., A DELAWARE CORPORATION, AND
EMERGENCY MEDICAL SERVICES CORPORATION, A
DELAWARE CORPORATION
02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL Management For For
MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES
AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE
MERGER AGREEMENT
FORSYS METALS CORP.
SECURITY 34660G104 MEETING TYPE Annual
TICKER SYMBOL FOSYF MEETING DATE 20-May-2011
ISIN CA34660G1046 AGENDA 933440480 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------- ---------- ----- -----------
01 TO APPROVE THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP, CHARTERED
ACCOUNTANTS ("PWC"), AS AUDITORS OF THE COMPANY
FOR THE ENSUING YEAR AND AUTHORIZE THE DIRECTORS
TO FIX THE REMUNERATION OF THE AUDITORS.
02 THE ELECTION OF THE DIRECTORS AS NOMINATED BY Management For For
MANAGEMENT OF THE COMPANY AS SET FORTH IN THE
MANAGEMENT INFORMATION CIRCULAR.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 55
The GDL Fund
FORSYS METALS CORP.
SECURITY 34660G104 MEETING TYPE Annual
TICKER SYMBOL FOSYF MEETING DATE 20-May-2011
ISIN CA34660G1046 AGENDA 933443866 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------ ---------- ----- -----------
01 TO APPROVE THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP, CHARTERED
ACCOUNTANTS ("PWC"), AS AUDITORS OF THE COMPANY
FOR THE ENSUING YEAR AND AUTHORIZE THE DIRECTORS
TO FIX THE REMUNERATION OF THE AUDITORS.
02 THE ELECTION OF THE DIRECTORS AS NOMINATED BY Management For For
MANAGEMENT OF THE COMPANY AS SET FORTH IN THE
MANAGEMENT INFORMATION CIRCULAR.
ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LTD
SECURITY G0534R108 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 24-May-2011
ISIN BMG0534R1088 AGENDA 702968097 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------------------- ---------- ----- -----------
CMMT PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE Non-Voting
BY CLICKING ON THE URL LINK:-
http://www.hkexnews.hk/listedco/listconews/sehk/20110418/LTN2
0110418411.pdf
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO Non-Voting
VOTE 'IN FAVOR' OR 'AGAINST' FOR-ALL RESOLUTIONS.
THANK YOU.
1 To receive and approve the audited consolidated financial Management For For
statements for the year ended 31 December 2010 and the reports
of the Directors and auditor thereon
2 To declare a final dividend for the year ended 31 December 2010 Management For For
3.(a) To re-elect Mr. Mark Chen as a Director Management For For
3.(b) To re-elect Mr. Guan Yi as a Director Management For For
3.(c) To re-elect Mr. Peter Jackson as a Director Management For For
3.(d) To re-elect Mr. William Wade as a Director Management For For
3.(e) To re-elect Mr. James Watkins as a Director Management For For
3.(f) To authorise the Board to fix the remuneration of the directors Management For For
4 To re-appoint PricewaterhouseCoopers as auditor of the Management For For
Company and authorise the Board to fix their remuneration for the
year ending 31 December 2011
5 To grant a general mandate to the Directors to allot, issue and Management For For
dispose of new shares in the capital of the Company
6 To grant a general mandate to the Directors to repurchase shares Management For For
of the Company
7 To extend, conditional upon the passing of Resolutions (5) and Management For For
(6), the general mandate to allot, issue and dispose of new shares
by adding the number of shares repurchased
ECO BUSINESS-IMMOBILIEN AG, WIEN
SECURITY A19521102 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 24-May-2011
ISIN AT0000617907 AGENDA 703018704 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------- ---------- ----- -----------
CMMT PLEASE NOTE THAT THE MEETING HAS BEEN SET UP Non-Voting
USING THE RECORD DATE 13 MAY 2011-WHICH AT THIS
TIME WE ARE UNABLE TO SYSTEMATICALLY UPDATE. THE
TRUE RECORD DA-TE FOR THIS MEETING IS 14 MAY 2011.
THANK YOU
1 Presentation annual report Management For For
2 Approval of usage of earnings Management For For
3 Approval of discharge of BOD Management For For
4 Approval of discharge of Sup.Board Management For For
5 Election auditor Management For For
6 Elections to sup board (split) Management For For
7 Amendment bylaws Management For For
CABLEVISION SYSTEMS CORPORATION
SECURITY 12686C109 MEETING TYPE Annual
TICKER SYMBOL CVC MEETING DATE 24-May-2011
ISIN US12686C1099 AGENDA 933435542 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------- ---------- ------- ------------
01 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
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
THE COMPANY FOR FISCAL YEAR 2011.
03 TO APPROVE CABLEVISION SYSTEMS CORPORATION 2011 Management For For
CASH INCENTIVE PLAN.
04 TO APPROVE AN ADVISORY VOTE ON THE COMPENSATION Management Abstain Against
OF EXECUTIVE OFFICERS.
05 AN ADVISORY VOTE ON THE FREQUENCY OF THE Management Abstain Against
ADVISORY VOTE ON THE COMPENSATION OF OUR
EXECUTIVE OFFICERS.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 56
The GDL Fund
MKS INC.
SECURITY 55309B206 MEETING TYPE Special
TICKER SYMBOL MKSBF MEETING DATE 24-May-2011
ISIN CA55309B2066 AGENDA 933444539 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------- ---------- ----- -----------
01 THE SPECIAL RESOLUTION (THE "ARRANGEMENT Management For For
RESOLUTION") SET OUT IN APPENDIX "A" TO THE
MANAGEMENT INFORMATION CIRCULAR OF MKS DATED
APRIL 20, 2011 (THE "CIRCULAR") TO APPROVE THE PLAN
OF ARRANGEMENT UNDER SECTION 182 OF THE BUSINESS
CORPORATIONS ACT (ONTARIO) INVOLVING MKS, ITS
SHAREHOLDERS, PARAMETRIC TECHNOLOGY
CORPORATION ("PTC") AND PTC NS ULC ("ACQUIRECO"), A
WHOLLY-OWNED SUBSIDIARY OF PTC.
HUGHES COMMUNICATIONS, INC.
SECURITY 444398101 MEETING TYPE Annual
TICKER SYMBOL HUGH MEETING DATE 25-May-2011
ISIN US4443981018 AGENDA 933417669 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 PRADMAN P. KAUL For For
2 ANDREW D. AFRICK For For
3 O. GENE GABBARD For For
4 JEFFREY A. LEDDY For For
5 LAWRENCE J. RUISI For For
6 AARON J. STONE For For
7 MICHAEL D. WEINER For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE AND Management For For
TOUCHE, LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2011.
03 NON-BINDING ADVISORY VOTE ON A RESOLUTION Management Abstain Against
APPROVING THE COMPENSATION OF THE COMPANY'S
EXECUTIVE OFFICERS PURSUANT TO THE COMPENSATION
DISCLOSURE RULES OF THE SECURITIES AND EXCHANGE
COMMISSION, OR "SAY ON PAY" VOTE.
04 NON-BINDING ADVISORY VOTE ON THE FREQUENCY WITH Management Abstain Against
WHICH SAY ON PAY VOTES SHOULD BE HELD IN THE
FUTURE.
MCCORMICK & SCHMICK'S SEAFOOD RESTAURANT
SECURITY 579793100 MEETING TYPE Annual
TICKER SYMBOL MSSR MEETING DATE 26-May-2011
ISIN US5797931004 AGENDA 933436164 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------- ---------- -------- -----------
01 DIRECTOR Management
1 WILLIAM T. FREEMAN For For
2 DOUGLAS L. SCHMICK For For
3 E.H. JURGENSEN, JR. For For
4 JAMES R. PARISH For For
5 J. RICE EDMONDS For For
6 CHRISTINE F. DEPUTY OTT For For
7 ERIC P. BAUER For For
02 PROPOSAL TO CONSIDER AND APPROVE, ON AN ADVISORY Management Abstain Against
BASIS, THE COMPENSATION OF THE COMPANY'S NAMED
EXECUTIVE OFFICERS AS FURTHER DESCRIBED IN THE
PROXY STATEMENT.
03 ADVISORY VOTE REGARDING THE FREQUENCY WITH Management Abstain Against
WHICH THE COMPANY SHOULD HOLD AN ADVISORY VOTE
REGARDING THE COMPENSATION OF THE COMPANY'S
NAMED EXECUTIVE OFFICERS.
04 RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE COMPANY'S INDEPENDENT REGISTERED
ACCOUNTING FIRM FOR THE 2011 FISCAL YEAR.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 57
The GDL Fund
EDF ENERGIES NOUVELLES SA
SECURITY F31932100 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 27-May-2011
ISIN FR0010400143 AGENDA 702981449 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------- ----------- ---- -----------
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting
VALID VOTE OPTIONS ARE "FOR"-AND "AGAINST" A VOTE
OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE.
CMMT French Resident Shareowners must complete, sign and forward Non-Voting
the Proxy Card-directly to the sub custodian. Please contact your
Client Service-Representative to obtain the necessary card,
account details and directions.-The following applies to Non-
Resident Shareowners: Proxy Cards: Voting-instructions will be
forwarded to the Global Custodians that have become-Registered
Intermediaries, on the Vote Deadline Date. In capacity as-
Registered Intermediary, the Global Custodian will sign the Proxy
Card and-forward to the local custodian. If you are unsure whether
your Global-Custodian acts as Registered Intermediary, please
contact your representative
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting
INFORMATION IS AVAILABLE BY-CLICKING ON THE
MATERIAL URL LINK:-https://balo.journal-
officiel.gouv.fr/pdf/2011/0420/201104201101464.pdf
O.1 Approval of the annual financial statements Management For For
O.2 Approval of the consolidated financial statements Management For For
O.3 Allocation of income Management For For
O.4 Agreements referred to in article L. 225-38 et seq. of the Management For For
Commercial code
O.5 In-house audit procedures Management For For
O.6 Attendance allowance Management For For
O.7 Ratification of the cooptation of Mr. Stephane Tortajada as Board Management For For
member
O.8 Ratification of the cooptation of Mr. Jean-Louis Mathias as Board Management For For
member
O.9 Ratification of the cooptation of Mr. Yves Giraud as Board Management For For
member
O.10 Ratification of the transfer of the head office Management For For
O.11 Authorization granted to the Board of directors in view of the Management For For
Company purchasing its own shares
O.12 Powers to accomplish the formalities Management For For
E.13 Modification of article 15 of the articles of association - Management For For
Deliberations of the Board of directors
E.14 Powers to accomplish the formalities Management For For
CONSTELLATION ENERGY GROUP, INC.
SECURITY 210371100 MEETING TYPE Annual
TICKER SYMBOL CEG MEETING DATE 27-May-2011
ISIN US2103711006 AGENDA 933414550 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------ ----------- ------- -----------
1A ELECTION OF DIRECTOR: YVES C. DE BALMANN Management For For
1B ELECTION OF DIRECTOR: ANN C. BERZIN Management For For
1C ELECTION OF DIRECTOR: JAMES T. BRADY Management For For
1D ELECTION OF DIRECTOR: JAMES R. CURTISS Management For For
1E ELECTION OF DIRECTOR: FREEMAN A. HRABOWSKI, III Management For For
1F ELECTION OF DIRECTOR: NANCY LAMPTON Management For For
1G ELECTION OF DIRECTOR: ROBERT J. LAWLESS Management For For
1H ELECTION OF DIRECTOR: MAYO A. SHATTUCK III Management For For
1I ELECTION OF DIRECTOR: JOHN L. SKOLDS Management For For
1J ELECTION OF DIRECTOR: MICHAEL D. SULLIVAN Management For For
02 RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2011.
03 ADVISORY VOTE ON COMPENSATION OF NAMED Management Abstain Against
EXECUTIVE OFFICERS.
04 ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON Management Abstain Against
COMPENSATION OF NAMED EXECUTIVE OFFICERS.
SMURFIT-STONE CONTAINER CORPORATION
SECURITY 83272A104 MEETING TYPE Special
TICKER SYMBOL SSCC MEETING DATE 27-May-2011
ISIN US83272A1043 AGENDA 933445935 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------------- ----------- ----- -----------
01 APPROVAL AND ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED JANUARY 23, 2011 (AS IT MAY BE
AMENDED FROM TIME TO TIME), AMONG ROCK-TENN
COMPANY, SMURFIT-STONE, AND SAM ACQUISITION, LLC, A
WHOLLY-OWNED SUBSIDIARY OF ROCKTENN.
02 APPROVAL OF THE ADJOURNMENT OF THE SPECIAL Management For For
MEETING FOR ANY PURPOSE, INCLUDING TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES
AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE
PROPOSAL NUMBER 1.
SPECTRUM CONTROL, INC.
SECURITY 847615101 MEETING TYPE Special
TICKER SYMBOL SPEC MEETING DATE 27-May-2011
ISIN US8476151019 AGENDA 933451851 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------- ---------- ----- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED MARCH 28, 2011, AS IT MAY BE AMENDED FROM
TIME TO TIME, BY AND AMONG API TECHNOLOGIES CORP.,
ERIE MERGER CORP. AND SPECTRUM CONTROL, INC. (THE
"MERGER AGREEMENT").
02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL Management For For
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.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 58
The GDL Fund
SCMP GROUP LTD
SECURITY G7867B105 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 30-May-2011
ISIN BMG7867B1054 AGENDA 702966194 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------------------------- ---------- ----- -----------
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO Non-Voting
VOTE 'IN FAVOR' OR 'AGAINST'-ONLY FOR ALL
RESOLUTIONS. THANK YOU.
CMMT PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE Non-Voting
BY CLICKING ON THE URL LINK:-
http://www.hkexnews.hk/listedco/listconews/sehk/20110415/LTN2
0110415327.pdf
1 To adopt the Audited Financial Statements and the Directors' Management For For
Report and Independent Auditor's Report for the year ended 31
December 2010
2 To approve the payment of a final dividend Management For For
3.a To re-elect Dr. David J. Pang as Non-executive Director Management For For
3.b To re-elect The Hon. Ronald J. Arculli as Independent Non- Management For For
executive Director
3.c To re-elect Tan Sri Dr. Khoo Kay Peng as Non-executive Director Management For For
4 To authorise the Board to fix Directors' fee Management For For
5 To re-appoint PricewaterhouseCoopers as Auditor and authorise Management For For
the Board to fix their remuneration
6 To grant a general mandate to the Directors to issue shares in Management For For
terms of the proposed ordinary resolution set out in item 6 in the
notice of the meeting
7 To grant a general mandate to the Directors to repurchase shares Management For For
in terms of the proposed ordinary resolution set out in item 7 in the
notice of the meeting
8 To grant a general mandate to the Directors to add repurchased Management For For
shares to the share issue general mandate in terms of the
proposed ordinary resolution set out in item 8 in the notice of the
meeting
IBERDROLA RENOVABLES SA, VALENCIA
SECURITY E6244B103 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 30-May-2011
ISIN ES0147645016 AGENDA 702972414 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------------- ---------- ----- -----------
CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE-COND CALL ON 31
MAY 2011 AT 12:30 P.M. CONSEQUENTLY, YOUR VOTING
INSTRUCTIONS-WILL REMAIN VALID FOR ALL CALLS
UNLESS THE AGENDA IS AMENDED. THANK YOU.
1 Approval of the individual annual financial statements of the Management For For
Company and of the annual financial statements consolidated with
those of its subsidiaries for the fiscal year ended on December 31,
2010
2 Approval of the individual management report of the Company Management For For
and of the consolidated management report of the Company and
its subsidiaries for the fiscal year ended on December 31, 2010
3 Approval of the management and activities of the Board of Management For For
Directors during the fiscal year ended on December 31, 2010
4 Re-election of the auditor of the Company and of its consolidated Management For For
group for the fiscal year 2011
5 Approval of the proposal for the allocation of profits/losses and the Management For For
distribution of dividends for the fiscal year ended on December 31,
2010
6 Ratification of the interim appointment as Director of Mr. Aurelio Management For For
Izquierdo Gomez to fill a vacancy made after the holding of the
last General Shareholders' Meeting, as external proprietary
Director
7 Authorization to the Board of Directors, with the express power of Management For For
substitution, to create and fund associations and foundations,
pursuant to applicable legal provisions, for which purpose the
authorization granted by the shareholders at the General
Shareholders' Meeting of June 9, 2010 is hereby deprived of
effect to the extent of the unused amount
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 59
The GDL Fund
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------------- ---------- ----- -----------
8 Information regarding any significant changes in the assets or Management For For
liabilities of the companies participating in the merger (i.e.,
Iberdrola, S.A. (as absorbing company) and Iberdrola Renovables,
S.A. (as absorbed company)) between the date of the common
terms of merger and the holding of the General Shareholders'
Meeting at which such merger is decided. Approval of the
common terms of merger by absorption between Iberdrola, S.A.
and Iberdrola Renovables, S.A. Approval as the merger balance
sheet of the balance sheet of Iberdrola Renovables, S.A. as of
December 31, 2010. Approval of the merger by absorption
between Iberdrola, S.A. and Iberdrola Renovables, S.A. through
the absorption of the latter by the former, causing the termination
without liquidation of Iberdrola Renovables, S.A. and the transfer
en bloc and as a whole of all of its assets to Iberdrola, S.A., with
an express provision for the exchange to be covered by the
delivery of treasury shares of Iberdrola, S.A. and, if required, by
newly-issued shares of Iberdrola, S.A. pursuant to a capital
increase subject to the above, all in accordance with the common
terms of merger. Provide acquiescence, within the framework of
the provisions of the common terms of merger, to the conditional
increase in the share capital of Iberdrola, S.A. in the amount of
one hundred and forty-eight million, four hundred and seventy
thousand and eleven Euros, and twenty-five cents (EUR
148,470,011.25), by means of the issuance of one hundred and
ninety seven million, nine hundred and sixty thousand, and fifteen
(197,960,015) shares with a par value of seventy five cents of
Euro (EUR 0.75) each, of the same class and series as those
currently outstanding, as a result of the merger by absorption of
Iberdrola Renovables, S.A. by Iberdrola, S.A. Establishment of
procedure to facilitate the merger exchange. Adherence of the
transaction to the special tax rules provided for in Chapter VIII of
Title VII of the restated text of the Corporate Income Tax Law.
Insofar as they are approved, provide acquiesce, as it may be
deemed necessary, to the proposed resolutions of the Board of
Directors of Iberdrola, S.A. and submitted to the General
Shareholders' Meeting of Iberdrola, S.A. which first call is to be
held on May 27, 2011, in connection with the items of its Agenda
regarding: (i) approval of an increase in share capital by means of
a scrip issue at a maximum reference market value of one
thousand nine hundred nine (1,909) million Euros for the free-of-
charge allocation of new shares to the shareholders of Iberdrola,
S.A. (item six of its Agenda); (ii) authorization to the Board of
Directors, with the express power of substitution, for a term of five
(5) years, to increase the share capital pursuant to the provisions
of Section 297.1.b) of the Companies Law, by up to one-half of the
share capital on the date of the authorization (item eight of its
Agenda); (iii) authorization to the Board of Directors, with the
express power of substitution, for a term of five (5) years, of the
power to issue debentures or bonds that are exchangeable for
and/or convertible into shares of Iberdrola, S.A. or of other
companies within or outside of its Group, and warrants on newly-
issued or outstanding shares of Iberdrola, S.A. or of other
companies within or outside of its Group, up to a maximum limit of
five (5) billion Euros (item nine of its Agenda); (iv) authorization to
the Board of Directors, with the express power of substitution, for
a term of five (5) years, to issue: a) bonds or simple debentures
and other fixed-income securities of a like nature (other than
notes), as well as preferred stock, up to a maximum amount of
twenty (20) billion Euros, and b) notes up to a maximum amount
at any given time, independently of the foregoing, of six (6) billion
Euros (item ten of its Agenda); (v) amendment of the By-Laws and
approval of a Restated Text (item thirteen of its Agenda); (vi)
amendment of the Regulations for the General Shareholders'
Meeting and approval of a New Restated Text (item fourteen of its
Agenda. Delegation of powers
9 Approval of the distribution of an extraordinary dividend in the Management For For
gross amount of one euro and twenty cents (EUR 1.20) per share
which will be entitled to receive it with charge to premium issuance
reserve
10 Delegation of powers to formalize and execute all resolutions Management For For
adopted by the shareholders at the General Shareholders'
Meeting, for conversion thereof into a public instrument, and for
the interpretation, correction and supplementation thereof or
further elaboration and registration
11 Consultative vote regarding the Director compensation policy of Management For For
the Company for the current fiscal year (2011) and the application
of the current compensation policy during the preceding fiscal year
(2010)
CMMT SHAREHOLDERS WHO PARTICIPATE IN ANY FORM AT THE Non-Voting
ORDINARY GENERAL MEETING, WHET-HER DIRECTLY, BY
PROXY, OR BY LONG-DISTANCE VOTING, SHALL BE
ENTITLED TO RECEI-VE AN ATTENDANCE PREMIUM (0.0035
EUROS GROSS PER SHARE).
PRIDE INTERNATIONAL, INC.
SECURITY 74153Q102 MEETING TYPE Special
TICKER SYMBOL PDE MEETING DATE 31-May-2011
ISIN US74153Q1022 AGENDA 933444490 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------- ---------- ---- ------------
01 ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED FEBRUARY 6, 2011 AND AS AMENDED ON MARCH 1,
2011, BY AND AMONG ENSCO PLC, PRIDE INTERNATIONAL,
INC., ENSCO INTERNATIONAL INCORPORATED AND ENSCO
VENTURES LLC.
02 APPROVAL OF ANY PROPOSAL TO ADJOURN THE SPECIAL Management For For
MEETING TO A LATER DATE OR DATES IF NECESSARY TO
SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT
VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT
THE MERGER AGREEMENT.
AMERICA SERVICE GROUP INC.
SECURITY 02364L109 MEETING TYPE Special
TICKER SYMBOL ASGR MEETING DATE 01-Jun-2011
ISIN US02364L1098 AGENDA 933449034 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------- ---------- ----- ------------
01 ADOPTION OF THE MERGER AGREEMENT. TO ADOPT THE Management For For
AGREEMENT AND PLAN OF MERGER, DATE AS OF MARCH
2, 2011 (AS THAT AGREEMENT MAY BE AMENDED IN
ACCORDANCE WITH ITS TERMS, THE "MERGER
AGREEMENT"), BY AND AMONG VALITAS HEALTH
SERVICES, INC., WHISKEY ACQUISITION CORP. AND THE
COMPANY.
02 ADJOURNMENT OF THE SPECIAL MEETING OF Management For For
STOCKHOLDERS, IF NECESSARY. TO APPROVE THE
ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY,
TO SOLICIT ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL
MEETING TO CONSTITUTE A QUORUM OR TO ADOPT THE
MERGER AGREEMENT.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 60
The GDL Fund
WESTERNZAGROS RESOURCES LTD.
SECURITY 960008100 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL WZGRF MEETING DATE 01-Jun-2011
ISIN CA9600081009 AGENDA 933449161 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------ ---------- ----- -----------
01 ON THE ELECTION OF DIRECTORS, FOR THE NOMINEES Management For For
SET FORTH IN THE MANAGEMENT PROXY CIRCULAR OF
THE CORPORATION DATED APRIL 11, 2011 (THE
"MANAGEMENT PROXY CIRCULAR"):
02 ON THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP, 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 Management For For
CORPORATION'S STOCK OPTION PLAN AS SET FORTH IN
THE MANAGEMENT PROXY CIRCULAR.
BIOGEN IDEC INC.
SECURITY 09062X103 MEETING TYPE Annual
TICKER SYMBOL BIIB MEETING DATE 02-Jun-2011
ISIN US09062X1037 AGENDA 933413394 - 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
02 TO RATIFY THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS BIOGEN IDEC'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.
03 SAY ON PAY - AN ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
04 SAY WHEN ON PAY - AN ADVISORY VOTE ON THE Management Abstain Against
FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE
COMPENSATION.
05 TO APPROVE AN AMENDMENT TO BIOGEN IDEC'S Management For For
AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION ELIMINATING THE CLASSIFICATION OF
THE BOARD OF DIRECTORS.
SANDRIDGE ENERGY, INC.
SECURITY 80007P307 MEETING TYPE Annual
TICKER SYMBOL SD MEETING DATE 03-Jun-2011
ISIN US80007P3073 AGENDA 933436760 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------- ----------- -------- ------------
01 DIRECTOR Management
1 ROY T. OLIVER For For
2 TOM L. WARD For For
02 RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2011.
03 APPROVE AN AMENDMENT TO THE SANDRIDGE ENERGY, Management For For
INC. 2009 INCENTIVE PLAN TO INCREASE THE NUMBER OF
SHARES OF COMPANY COMMON STOCK ISSUABLE UNDER
THE PLAN.
04 APPROVE, IN A NON-BINDING VOTE, THE COMPENSATION Management Abstain Against
PROVIDED TO THE COMPANY'S NAMED EXECUTIVE
OFFICERS, AS DISCLOSED PURSUANT TO ITEM 402 OF
SECURITIES AND REGULATION S-K UNDER THE
SECURITIES AND EXCHANGE ACT OF 1934.
05 RECOMMEND, IN A NON-BINDING VOTE, WHETHER A NON- Management Abstain Against
BINDING STOCKHOLDER VOTE TO APPROVE THE
COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE
OFFICERS SHOULD OCCUR EVERY ONE, TWO OR THREE
YEARS.
CHAUCER HOLDINGS PLC
SECURITY G2071N102 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 07-Jun-2011
ISIN GB0000293950 AGENDA 703068533 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------------- ----------- ---- -----------
1 To approve the scheme of arrangement and the reduction of Management For For
capital involved therein and certain related matters
cmmt PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
POSTPONEMENT OF MEETING FROM 03 JUN-TO 07 JUN
2011 AND CHANGE IN MEETING TYPE FROM EGM TO OGM.
IF YOU HAVE ALREAD-Y SENT IN YOUR VOTES, PLEASE DO
NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE T-O
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 61
The GDL Fund
CHAUCER HOLDINGS PLC
SECURITY G2071N102 MEETING TYPE Court Meeting
TICKER SYMBOL MEETING DATE 07-Jun-2011
ISIN GB0000293950 AGENDA 703068583 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------------- ---------- ---- -----------
CMMT PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION Non-Voting
FOR 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 Scheme of Arrangement notice dated 11 May Management For For
2011
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
POSTPONEMENT OF MEETING FROM 03 JUN-TO 07 JUN
2011. IF YOU HAVE ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN-THIS PROXY FORM UNLESS YOU
DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
Y-OU.
SANDISK CORPORATION
SECURITY 80004C101 MEETING TYPE Annual
TICKER SYMBOL SNDK MEETING DATE 07-Jun-2011
ISIN US80004C1018 AGENDA 933433738 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------- ---------- ------- ------------
01 DIRECTOR Management
1 MICHAEL MARKS For For
2 KEVIN DENUCCIO For For
3 IRWIN FEDERMAN For For
4 STEVEN J. GOMO For For
5 EDDY W. HARTENSTEIN For For
6 DR. CHENMING HU For For
7 CATHERINE P. LEGO For For
8 SANJAY MEHROTRA For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
JANUARY 1, 2012.
03 TO APPROVE AMENDMENTS TO THE SANDISK Management Against Against
CORPORATION 2005 INCENTIVE PLAN.
04 TO APPROVE AMENDMENTS TO THE SANDISK Management For For
CORPORATION 2005 EMPLOYEE STOCK PURCHASE PLANS.
05 TO APPROVE AN ADVISORY RESOLUTION ON NAMED Management Abstain Against
EXECUTIVE OFFICER COMPENSATION.
06 TO CONDUCT AN ADVISORY VOTE ON THE FREQUENCY OF Management Abstain Against
FUTURE ADVISORY VOTES ON NAMED EXECUTIVE
OFFICER COMPENSATION.
ANIMAL HEALTH INTERNATIONAL, INC.
SECURITY 03525N109 MEETING TYPE Special
TICKER SYMBOL AHII MEETING DATE 08-Jun-2011
ISIN US03525N1090 AGENDA 933454984 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------- ---------- ----- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER (THE Management For For
"MERGER AGREEMENT") DATED AS OF MARCH 14, 2011,
AMONG ANIMAL HEALTH INTERNATIONAL, INC., LEXTRON,
INC. AND BUFFALO ACQUISITION, INC., A WHOLLY-OWNED
SUBSIDIARY OF LEXTRON , INC., ALL AS MORE FULLY
DESCRIBED AS PER THE PROXY STATEMENT.
02 TO APPROVE A PROPOSAL TO ADJOURN THE SPECIAL Management For For
MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL
PROXIES IN FAVOR OF ADOPTION OF THE MERGER
AGREEMENT.
HEELYS, INC
SECURITY 42279M107 MEETING TYPE Annual
TICKER SYMBOL HLYS MEETING DATE 09-Jun-2011
ISIN US42279M1071 AGENDA 933438106 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------- ---------- ---- ------------
01 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 RODERICK MCGEACHY III For For
6 GLENN M. NEBLETT For For
7 RALPH T. PARKS For For
8 RICHARD F. STRUP For For
02 RATIFICATION OF THE APPOINTMENT OF GRANT Management For For
THORNTON LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDED 2011.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 62
The GDL Fund
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
SECURITY 256743105 MEETING TYPE Annual
TICKER SYMBOL DTG MEETING DATE 09-Jun-2011
ISIN US2567431059 AGENDA 933439540 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- -------- ------------
01 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
02 RATIFICATION OF ERNST & YOUNG LLP AS THE Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR FISCAL YEAR 2011.
03 ADVISORY VOTE ON COMPENSATION OF NAMED Management Abstain Against
EXECUTIVE OFFICERS.
04 ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY Management Abstain Against
VOTES ON EXECUTIVE COMPENSATION.
THE LUBRIZOL CORPORATION
SECURITY 549271104 MEETING TYPE Special
TICKER SYMBOL LZ MEETING DATE 09-Jun-2011
ISIN US5492711040 AGENDA 933450710 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------------- ---------- ----- ------------
01 ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF MARCH 13, 2011, BY AND AMONG BERKSHIRE
HATHAWAY INC., OHIO MERGER SUB, INC., AND THE
LUBRIZOL CORPORATION.
02 ANY PROPOSAL TO ADJOURN OR POSTPONE THE SPECIAL Management For For
MEETING, IF 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.
TOMOTHERAPY INC
SECURITY 890088107 MEETING TYPE Special
TICKER SYMBOL TOMO MEETING DATE 09-Jun-2011
ISIN US8900881074 AGENDA 933458209 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------- ----------- ----- -----------
01 TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF MARCH 6, 2011, BY AND AMONG
ACCURAY INCORPORATED, TOMOTHERAPY
INCORPORATED AND JAGUAR ACQUISITION, INC., AS IT
MAY BE AMENDED FROM TIME TO TIME.
02 TO ADJOURN THE SPECIAL MEETING TO A LATER DATE OR Management For For
TIME, IF NECESSARY OR APPROPRIATE, FOR THE
PURPOSE OF SOLICITING ADDITIONAL PROXIES IN THE
EVENT THERE ARE INSUFFICIENT VOTES AT THE TIME OF
THE SPECIAL MEETING TO APPROVE AND ADOPT THE
MERGER AGREEMENT.
GLOBAL CROSSING LIMITED
SECURITY G3921A175 MEETING TYPE Annual
TICKER SYMBOL GLBC MEETING DATE 14-Jun-2011
ISIN BMG3921A1751 AGENDA 933433803 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 CHARLES MACALUSO For For
2 MICHAEL RESCOE For For
02 TO APPROVE THE REDUCTION OF GLOBAL CROSSING'S Management For For
SHARE PREMIUM ACCOUNT BY TRANSFERRING US$1.2
BILLION TO ITS CONTRIBUTED SURPLUS ACCOUNT.
03 TO APPOINT ERNST & YOUNG LLP AS THE INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM OF GLOBAL
CROSSING FOR THE YEAR ENDING DECEMBER 31, 2011
AND TO AUTHORIZE THE AUDIT COMMITTEE TO
DETERMINE THEIR REMUNERATION.
04 TO APPROVE BY A NON-BINDING ADVISORY VOTE, OUR Management Abstain Against
EXECUTIVE COMPENSATION.
05 TO RECOMMEND, BY A NON-BINDING ADVISORY VOTE, THE Management Abstain Against
FREQUENCY OF THE ADVISORY VOTE ON OUR EXECUTIVE
COMPENSATION.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 63
The GDL Fund
NICOR INC.
SECURITY 654086107 MEETING TYPE Annual
TICKER SYMBOL GAS MEETING DATE 14-Jun-2011
ISIN US6540861076 AGENDA 933437217 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 R.M. BEAVERS, JR. For For
2 B.P. BICKNER For For
3 J.H. BIRDSALL, III For For
4 N.R. BOBINS For For
5 B.J. GAINES For For
6 R.A. JEAN For For
7 D.J. KELLER For For
8 R.E. MARTIN For For
9 G.R. NELSON For For
10 A.J. OLIVERA For For
11 J. RAU For For
12 J.C. STALEY For For
13 R.M. STROBEL For For
02 NON-BINDING ADVISORY VOTE TO APPROVE THE Management Abstain Against
COMPENSATION OF NICOR'S NAMED EXECUTIVE OFFICERS
AS DISCLOSED IN THE ACCOMPANYING PROXY
STATEMENT.
03 NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF A Management Abstain Against
STOCKHOLDER VOTE ON THE COMPENSATION OF NICOR'S
NAMED EXECUTIVE OFFICERS.
04 RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS NICOR'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2011.
MGM RESORTS INTERNATIONAL
SECURITY 552953101 MEETING TYPE Annual
TICKER SYMBOL MGM MEETING DATE 14-Jun-2011
ISIN US5529531015 AGENDA 933443676 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------- ----------- -------- ------------
01 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
11 MELVIN B. WOLZINGER For For
02 TO RATIFY THE SELECTION OF THE INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR
ENDING DECEMBER 31, 2011.
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Management Abstain Against
04 ADVISORY VOTE ON FREQUENCY OF THE STOCKHOLDER Management Abstain Against
ADVISORY VOTE ON EXECUTIVE COMPENSATION.
05 TO AMEND AND RESTATE THE AMENDED AND RESTATED Management For For
CERTIFICATE OF INCORPORATION OF THE COMPANY TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK TO 1,000,000,000.
06 TO APPROVE THE COMPANY'S AMENDED AND RESTATED Management For For
ANNUAL PERFORMANCE-BASED INCENTIVE PLAN FOR
EXECUTIVE OFFICERS.
07 STOCKHOLDER PROPOSAL IF PRESENTED AT THE ANNUAL Shareholder Against For
MEETING.
CARACO PHARMACEUTICAL LABORATORIES, LTD.
SECURITY 14075T107 MEETING TYPE Special
TICKER SYMBOL CPD MEETING DATE 14-Jun-2011
ISIN US14075T1079 AGENDA 933456976 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------- ----------- ----- ------------
01 VOTE TO APPROVE AND ADOPT THE AGREEMENT AND Management For For
PLAN OF MERGER DATED AS OF FEBRUARY 21, 2011, BY
AND AMONG SUN PHARMACEUTICAL INDUSTRIES LIMITED,
SUN PHARMA GLOBAL, INC., SUN LABORATORIES, INC. AND
CARACO PHARMACEUTICAL LABORATORIES, LTD., AS IT
MAY BE AMENDED FROM TIME TO TIME.
NICOR INC.
SECURITY 654086107 MEETING TYPE Special
TICKER SYMBOL GAS MEETING DATE 14-Jun-2011
ISIN US6540861076 AGENDA 933458259 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------- --------- ----- ------------
01 APPROVAL OF THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF DECEMBER 6, 2010, BY AND AMONG AGL
RESOURCES INC., APOLLO ACQUISITION CORP., OTTAWA
ACQUISITION LLC AND NICOR INC.
02 APPROVAL OF THE ADJOURNMENT OF THE SPECIAL Management For For
MEETING, IF NECESSARY AND APPROPRIATE.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 64
The GDL Fund
TIMBERWEST FOREST CORP.
SECURITY 887147130 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL TMWEF MEETING DATE 14-Jun-2011
ISIN CA8871471303 AGENDA 933460432 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------------- ----------- ----- ------------
01 DIRECTOR Management
1 DAVID L. EMERSON For For
2 ROBERT J. HOLMES For For
3 MAUREEN E. HOWE For For
4 PAUL J. MCELLIGOTT For For
5 ROBERT W. MURDOCH For For
6 MARIA M. POPE For For
02 THE APPOINTMENT OF KPMG LLP AS AUDITORS OF THE Management For For
COMPANY
03 THE AUTHORITY OF THE DIRECTORS TO FIX THE Management For For
REMUNERATION OF THE AUDITORS
04 THE APPROVAL OF THE CONTINUATION OF THE COMPANY Management For For
AS A FEDERAL CORPORATION UNDER THE CANADA
BUSINESS CORPORATIONS ACT (THE "CBCA") BY WAY OF A
SPECIAL RESOLUTION OF THE HOLDERS OF STAPLED
UNITS, THE FULL TEXT OF WHICH IS SET FORTH IN
APPENDIX A TO THE MANAGEMENT INFORMATION
CIRCULAR
05 TO APPROVE A STATUTORY PLAN OF ARRANGEMENT Management For For
UNDER SECTION 192 OF THE CBCA BY WAY OF A SPECIAL
RESOLUTION OF THE HOLDERS OF STAPLED UNITS AND
OPTIONS (VOTING TOGETHER AS A SINGLE CLASS), THE
FULL TEXT OF WHICH IS SET FORTH IN APPENDIX B TO THE
MANAGEMENT INFORMATION CIRCULAR.
DYNEGY INC.
SECURITY 26817G300 MEETING TYPE Annual
TICKER SYMBOL DYN MEETING DATE 15-Jun-2011
ISIN US26817G3002 AGENDA 933441470 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------- ------------ -------- -----------
01 DIRECTOR Management
1 THOMAS W. ELWARD For For
2 MICHAEL J. EMBLER For For
3 ROBERT C. FLEXON For For
4 E. HUNTER HARRISON For For
5 VINCENT J. INTRIERI For For
6 SAMUEL MERKSAMER For For
7 FELIX PARDO For For
02 TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against
COMPENSATION OF DYNEGY'S NAMED EXECUTIVE
OFFICERS AS DESCRIBED IN ITS PROXY STATEMENT.
03 TO ACT UPON A RESOLUTION, ON AN ADVISORY BASIS, Management Abstain Against
REGARDING WHETHER THE STOCKHOLDER VOTE ON THE
COMPENSATION OF DYNEGY'S NAMED EXECUTIVE
OFFICERS SHOULD OCCUR EVERY ONE, TWO OR THREE
YEARS.
04 TO APPROVE THE STOCKHOLDER PROTECTION RIGHTS Management Against
AGREEMENT, AS AMENDED.
05 TO ACT UPON A PROPOSAL TO RATIFY THE APPOINTMENT Management For For
OF ERNST & YOUNG LLP AS DYNEGY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2011.
06 TO ACT UPON A STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
GREENHOUSE GAS EMISSIONS, IF PROPERLY PRESENTED
AT THE ANNUAL MEETING.
AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.
SECURITY 02744M108 MEETING TYPE Special
TICKER SYMBOL AMMD MEETING DATE 15-Jun-2011
ISIN US02744M1080 AGENDA 933456635 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------ ----------- ----- ------------
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF APRIL 10, 2011, BY AND AMONG
ENDO PHARMACEUTICALS HOLDINGS INC., NIKA MERGER
SUB, INC., A WHOLLY OWNED INDIRECT SUBSIDIARY OF
ENDO PHARMACEUTICALS HOLDINGS INC., AND AMERICAN
MEDICAL SYSTEMS HOLDINGS, INC., AS IT MAY BE
AMENDED FROM TIME TO TIME.
02 PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, INCLUDING TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT
VOTES IN FAVOR OF ADOPTION OF THE MERGER
AGREEMENT.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 65
The GDL Fund
SAUER-DANFOSS INC.
SECURITY 804137107 MEETING TYPE Annual
TICKER SYMBOL SHS MEETING DATE 17-Jun-2011
ISIN US8041371076 AGENDA 933441761 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------- ---------- ------- ------------
01 DIRECTOR Management
1 NIELS B. CHRISTIANSEN For For
2 JORGEN M. CLAUSEN For For
3 KIM FAUSING For For
4 RICHARD J. FREELAND For For
5 PER HAVE For For
6 WILLIAM E. HOOVER, JR. For For
7 JOHANNES F. KIRCHHOFF For For
8 SVEN RUDER For For
9 ANDERS STAHLSCHMIDT For For
10 STEVEN H. WOOD For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
03 TO REAPPROVE THE COMPANY'S 2006 OMNIBUS Management For For
INCENTIVE PLAN.
04 TO CAST AN ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
05 TO CAST AN ADVISORY VOTE ON THE FREQUENCY OF Management Abstain Against
FUTURE ADVISORY VOTES ON EXECUTIVE
COMPENSATION.
GSI COMMERCE, INC.
SECURITY 36238G102 MEETING TYPE Special
TICKER SYMBOL GSIC MEETING DATE 17-Jun-2011
ISIN US36238G1022 AGENDA 933457788 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------- ----------- ----- -----------
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF MARCH 27, 2011, AMONG GSI
COMMERCE, INC., EBAY INC., AND GIBRALTAR ACQUISITION
CORP.
02 PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF Management For For
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 AGREEMENT AND PLAN OF MERGER.
VERIGY LTD.
SECURITY Y93691106 MEETING TYPE Special
TICKER SYMBOL VRGY MEETING DATE 17-Jun-2011
ISIN SG9999002885 AGENDA 933468933 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------- ---------- ---- -----------
01 A PROPOSAL TO APPROVE THE SCHEME OF Management For For
ARRANGEMENT, BY AND AMONG VERIGY LTD., THE
SCHEME SHAREHOLDERS, AND ADVANTEST
CORPORATION, PURSUANT TO WHICH ADVANTEST
CORPORATION WILL ACQUIRE ALL OF THE OUTSTANDING
ORDINARY SHARES OF VERIGY LTD. FOR $15.00 PER
SHARE IN CASH.
02 A PROPOSAL TO ADJOURN OR POSTPONE THE COURT Management For For
MEETING TO A LATER DATE OR TIME, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN THE
EVENT THERE ARE INSUFFICIENT VOTES AT THE TIME OF
THE COURT MEETING TO APPROVE THE SCHEME OF
ARRANGEMENT.
CHINA HUIYUAN JUICE GROUP LTD
SECURITY G21123107 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 20-Jun-2011
ISIN KYG211231074 AGENDA 702887918 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------- ----------- ----- -----------
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO Non-Voting
VOTE 'IN FAVOR' OR 'AGAINST'-ONLY FOR ALL
RESOLUTIONS. THANK YOU.
CMMT PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE Non-Voting
BY CLICKING ON THE URL LINK:-
http://www.hkexnews.hk/listedco/listconews/sehk/20110330/LTN2
0110330395.pdf
1 To receive, consider and approve the audited financial statements Management For For
and the reports of directors and auditors for the year ended 31
December 2010
2 To declare a final dividend for the year ended 31 December 2010 Management For For
3.a To re-elect Mr. Jiang Xu as director and authorise the board of Management For For
directors of the Company to fix his remuneration
3.b To re-elect Ms. Zhao Yali as director and authorise the board of Management For For
directors of the Company to fix her remuneration
3.c To re-elect Mr. Song Quanhou as director and authorise the board Management For For
of directors of the Company to fix his remuneration
3.d To re-elect Mr. Andrew Y. Yan as director and authorise the board Management For For
of directors of the Company to fix his remuneration
3.e To re-elect Mr. QI Daqing as director and authorize the board of Management For For
directors of the Company to fix his remuneration
4 To re-appoint PricewaterhouseCoopers as the auditors and Management For For
authorise the board of directors of the Company to fix their
remuneration
5 Ordinary resolutions No. 5 set out in the notice of Annual General Management For For
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)
6 Ordinary resolutions No. 6 set out in the notice of Annual General Management For For
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)
7 Ordinary resolution No. 7 set out in the notice of Annual General Management For For
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. 5, if passed)
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 66
The GDL Fund
HERITAGE OIL PLC, ST HELIER
SECURITY G4509M102 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 20-Jun-2011
ISIN JE00B2Q4TN56 AGENDA 703096417 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------------ ---------- ----- ------------
1 To receive the Directors' Report and the financial statements of Management For For
the Company for the year ended 31 December 2010, together with
the report of the Auditors
2 To approve the Directors' Remuneration Report contained in the Management For For
financial statements and reports of the Company for the year
ended 31 December 2010
3 To re-elect General Sir Michael Wilkes as a Director of the Management For For
Company for a term from the conclusion of this AGM to the
conclusion of the next AGM
4 To re-elect Salim Macki as a Director of the Company for a term Management For For
from the conclusion of this AGM to the conclusion of the next
AGM
5 To re-appoint KPMG Audit Plc as auditors of the Company to hold Management For For
office from the conclusion of this AGM to the conclusion of the
next AGM
6 To authorise the Directors to determine the remuneration of the Management For For
auditors
7 To resolve that the waiver granted by the Panel of the obligation Management For For
which might otherwise arise, pursuant to Rule 9 of the Code, for
Anthony Buckingham (or any person with whom Mr. Buckingham
is, or is deemed to be, acting in concert) to make a general offer to
the other Shareholders for all of their Ordinary Shares as a result
of exercise of options and LTIP awards granted prior to the date of
this notice and/or market purchases of Ordinary Shares by the
Company pursuant to the authority granted under Resolution 10
below, that could potentially increase Mr. Buckingham's
shareholding from approximately 29.4% of the issued share
capital to a maximum of 35.6% of the issued share capital, be and
is hereby approved
8 That the Heritage 2011 Long Term Incentive Plan (the 2011 LTIP Management For For
or the Plan ) to be constituted by the rules produced in draft to
this meeting and for the purpose of identification initialled by the
Chairman thereof is hereby approved and adopted and the
Directors are hereby authorised to do all acts and things
necessary to carry the 2011 LTIP into effect
9 That the authority conferred on the Directors by Article 10.4 of the Management For For
Articles of Association of the Company shall be renewed and for
this purpose the Authorised Allotment Number shall be
96,000,000 Ordinary Shares of no par value, the Non Pre-emptive
Number shall be 28,900,000 Ordinary Shares of no par value and
the Allotment Period shall be the period commencing on 20 June
201.1. and ending on the conclusion of the next AGM or, if earlier,
20 September 2012, unless previously renewed, varied or revoked
by the Company in general meeting, and the Directors may,
during such Allotment Period, make offers or arrangements which
would or might require securities to be allotted or sold after the
expiry of such Allotment Period
10 That the Company be and is hereby generally and unconditionally Management For For
authorised: pursuant to Article 57 of the Companies (Jersey) Law
1991, to make market purchases of Ordinary Shares of no par
value in the capital of the Company ( Ordinary Shares ), provided
that: the maximum number of Ordinary Shares authorised to be
purchased is 28,900,000 (representing approximately 10% of the
Company's voting share capital as at 16 May 2011); the minimum
price, exclusive of any expenses, which may be paid for an
Ordinary Share is GBP 0.01; the maximum price, exclusive of any
expenses, which may be paid for an Ordinary Share shall be the
higher of: an amount equal to 5% above the average of the middle
market quotations for Ordinary Shares CONTD
CONT CONTD taken from the London Stock Exchange Daily Official List Non-Voting
for the five-business days immediately preceding the day on which
such shares are-contracted to be purchased; and the higher of the
price of the last-independent trade and the highest current
independent bid on the London Stock-Exchange Daily Official List
at the time that the purchase is carried out;-and the authority
hereby conferred shall expire on the conclusion of the-Annual
General Meeting of the Company to be held in 2012 (except that
the-Company may make a contract to purchase Ordinary Shares
under this authority-before the expiry of this authority, which will or
may be executed wholly or-partly after the expiry of this authority,
CONTD
CONT CONTD and may make purchases of Ordinary Shares in Non-Voting
pursuance of any such-contract as if such authority had not
expired); and (b)pursuant to Article-58A of the Companies
(Jersey) Law 1991, to hold as treasury shares any-Ordinary
Shares purchased pursuant to the authority conferred by this-
resolution
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting
IN NUMBERING. 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.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 67
The GDL Fund
NATIONAL SEMICONDUCTOR CORPORATION
SECURITY 637640103 MEETING TYPE Special
TICKER SYMBOL NSM MEETING DATE 21-Jun-2011
ISIN US6376401039 AGENDA 933460533 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------- ---------- ----- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER BY Management For For
AND AMONG TEXAS INSTRUMENTS INCORPORATED, A
DELAWARE CORPORATION, ORION MERGER CORP., A
DELAWARE CORPORATION AND A WHOLLY OWNED
SUBSIDIARY OF TEXAS INSTRUMENTS ("MERGER SUB"), &
THE COMPANY, PROVIDING FOR MERGER OF MERGER SUB
WITH AND INTO THE COMPANY, WITH THE COMPANY
CONTINUING AS A WHOLLY OWNED SUBSIDIARY OF TEXAS
INSTRUMENTS.
02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL Management For For
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.
PRE-PAID LEGAL SERVICES, INC.
SECURITY 740065107 MEETING TYPE Special
TICKER SYMBOL PPD MEETING DATE 21-Jun-2011
ISIN US7400651078 AGENDA 933462020 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------- ---------- ----- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF JANUARY 30, 2011, BY AND AMONG THE
COMPANY, MIDOCEAN PPL HOLDINGS CORP. AND PPL
ACQUISITION CORP., AS SUCH AGREEMENT MAY BE
AMENDED FROM TIME TO TIME (THE "MERGER
AGREEMENT").
02 TO AUTHORIZE THE COMPANY'S BOARD OF DIRECTORS, IN Management For For
ITS DISCRETION, TO ADJOURN THE SPECIAL MEETING TO A
LATER DATE OR DATES, 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.
WIMM BILL DANN FOODS
SECURITY 97263M109 MEETING TYPE Annual
TICKER SYMBOL MEETING DATE 21-Jun-2011
ISIN US97263M1099 AGENDA 933480167 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------- ---------- ---- -----------
01 TO APPROVE THE ANNUAL REPORT PREPARED ON BASIS Management For For
OF BOOK RECORDS FOR 2010 FINANCIAL YEAR DRAWN UP
ACCORDING TO RUSSIAN STANDARDS
02 TO APPROVAL THE WBD FOODS OJSC ANNUAL FINANCIAL Management For For
STATEMENTS, INCLUDING PROFIT AND LOSS STATEMENTS
FOR 2010
03 TO LEAVE AMOUNT OF NET PROFIT REFLECTED IN BOOK Management For For
RECORDS FOR 2010 FINANCIAL YEAR UNDISTRIBUTED. DO
NOT DECLARE PAYMENT OF DIVIDEND
04 FOR PURPOSE OF VERIFYING FINANCIAL & BUSINESS Management For For
ACTIVITIES OF WBD FOODS OJSC, IN ACCORDANCE WITH
LEGAL ACTS OF RUSSIAN FEDERATION, TO ASSIGN AS THE
AUDITOR OF THE COMPANY IN 2011 KPMG CJSC
05 DIRECTOR Management
1 LAGUARTA RAMON LUIS For For
2 HAMPTON A.N. SEYMOUR For For
3 HEAVISIDE W. TIMOTHY For For
4 KIESLER, PAUL DOMINIC For For
5 EPIFANIOU, ANDREAS For For
6 MACLEOD, ANDREW JOHN For For
7 EZAMA, SERGIO For For
8 BOLOTOVSKY R.V. For For
9 POPOVICI SIIVIU EUGENIU For For
10 IVANOV D. VLADIMIROVICH For For
11 RHODES, MARCUS JAMES For For
6A ELECTION OF THE WBD FOODS OJSC AUDITING Management For For
COMMISSION MEMBER : VOLKOVA NATALIA BORISOVNA
6B ELECTION OF THE WBD FOODS OJSC AUDITING Management For For
COMMISSION MEMBER : ERMAKOVA SVETLANA
ALEXANDROVNA
6C ELECTION OF THE WBD FOODS OJSC AUDITING Management For For
COMMISSION MEMBER : POLIKARPOVA NATALIA
LEONIDOVNA
6D ELECTION OF THE WBD FOODS OJSC AUDITING Management For For
COMMISSION MEMBER : PEREGUDOVA EKATERINA
ALEXANDROVNA
6E ELECTION OF THE WBD FOODS OJSC AUDITING Management For For
COMMISSION MEMBER : SOLNTSEVA EVGENIA
SOLOMONOVNA
6F ELECTION OF THE WBD FOODS OJSC AUDITING Management For For
COMMISSION MEMBER : KOLESNIKOVA NATALIA
NIKOLAEVNA
6G ELECTION OF THE WBD FOODS OJSC AUDITING Management For For
COMMISSION MEMBER : CHERKUNOVA OLGA NIKOLAEVNA
07 TO AMEND WBD FOODS CHARTER WITH THE REVISED Management For For
VERSION OF CLAUSE 15, PARAGRAPH 15.10
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 68
The GDL Fund
YAHOO! INC.
SECURITY 984332106 MEETING TYPE Annual
TICKER SYMBOL YHOO MEETING DATE 23-Jun-2011
ISIN US9843321061 AGENDA 933448575 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------ ----------- -------- ------------
1A ELECTION OF DIRECTOR: CAROL BARTZ Management For For
1B ELECTION OF DIRECTOR: ROY J. BOSTOCK Management For For
1C ELECTION OF DIRECTOR: PATTI S. HART Management For For
1D ELECTION OF DIRECTOR: SUSAN M. JAMES Management For For
1E ELECTION OF DIRECTOR: VYOMESH JOSHI Management For For
1F ELECTION OF DIRECTOR: DAVID W. KENNY Management For For
1G ELECTION OF DIRECTOR: ARTHUR H. KERN Management For For
1H ELECTION OF DIRECTOR: BRAD D. SMITH Management For For
1I ELECTION OF DIRECTOR: GARY L. WILSON Management For For
1J ELECTION OF DIRECTOR: JERRY YANG Management For For
02 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Management Abstain Against
03 ADVISORY VOTE ON THE FREQUENCY OF FUTURE Management Abstain Against
ADVISORY VOTES ON EXECUTIVE COMPENSATION.
04 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
05 SHAREHOLDER PROPOSAL REGARDING HUMAN RIGHTS Shareholder Against For
PRINCIPLES, IF PROPERLY PRESENTED AT THE ANNUAL
MEETING.
LABARGE, INC.
SECURITY 502470107 MEETING TYPE Special
TICKER SYMBOL LB MEETING DATE 23-Jun-2011
ISIN US5024701071 AGENDA 933464884 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------ ----------- ----- -----------
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF APRIL 3, 2011 AMONG DUCOMMUN
INCORPORATED, DLBMS, INC. AND LABARGE, INC.
02 PROPOSAL TO APPROVE ADJOURNMENTS OR Management For For
POSTPONEMENTS OF THE LABARGE, INC. SPECIAL
MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT
VOTES TO ADOPT THE AGREEMENT AND PLAN OF
MERGER.
WESCO FINANCIAL CORPORATION
SECURITY 950817106 MEETING TYPE Special
TICKER SYMBOL WSC MEETING DATE 24-Jun-2011
ISIN US9508171066 AGENDA 933465848 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------------- ----------- ------ ------------
01 TO CONSIDER AND VOTE UPON A PROPOSAL TO ADOPT Management For For
THE AGREEMENT AND PLAN OF MERGER, DATED AS OF
FEBRUARY 4, 2011, AS IT MAY BE AMENDED FROM TIME TO
TIME, BY AND AMONG BERKSHIRE HATHAWAY INC., A
DELAWARE CORPORATION, MONTANA ACQUISITIONS, LLC,
A DELAWARE LIMITED LIABILITY COMPANY & AN INDIRECT
WHOLLY OWNED SUBSIDIARY OF BERKSHIRE HATHAWAY
INC., AND WESCO FINANCIAL CORPORATION.
LUNDIN MINING CORPORATION
SECURITY 550372106 MEETING TYPE Annual
TICKER SYMBOL LUNMF MEETING DATE 24-Jun-2011
ISIN CA5503721063 AGENDA 933470609 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------ ----------- ----- -----------
01 DIRECTOR Management
1 COLIN K. BENNER For For
2 DONALD K. CHARTER For For
3 JOHN H. CRAIG For For
4 BRIAN D. EDGAR For For
5 LUKAS H. LUNDIN For For
6 DALE C. PENIUK For For
7 WILLIAM A. RAND For For
8 PHILIP J. WRIGHT For For
02 APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS Management For For
AUDITORS OF THE CORPORATION FOR THE ENSUING YEAR
AND AUTHORIZING THE DIRECTORS TO FIX THEIR
REMUNERATION.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 69
The GDL Fund
RURAL/METRO CORPORATION
SECURITY 781748108 MEETING TYPE Special
TICKER SYMBOL RURL MEETING DATE 27-Jun-2011
ISIN US7817481085 AGENDA 933472324 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------- ---------- ----- ------------
01 TO APPROVE THE ADOPTION OF THE AGREEMENT AND Management For For
PLAN OF MERGER, DATED AS OF MARCH 28, 2011, BY AND
AMONG RURAL/METRO CORPORATION, WP ROCKET
HOLDINGS LLC AND WP ROCKET MERGER SUB, INC., AS IT
MAY BE AMENDED FROM TIME TO TIME.
02 TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR Management For For
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR
OF THE PROPOSAL TO APPROVE THE ADOPTION OF THE
AGREEMENT AND PLAN OF MERGER.
PARMALAT S P A
SECURITY T7S73M107 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 28-Jun-2011
ISIN IT0003826473 AGENDA 703148797 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- --------------------------------------------------------------------- ----------- ------- -----------
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 813670 DUE TO RECEIPT OF N-AMES OF DIRECTORS AND
AUDITORS AND APPLICATION OF SPIN CONTROL. ALL
VOTES RECE-IVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRU-CT ON
THIS MEETING NOTICE. THANK YOU.
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting
IN MEETING DATE FROM 25 JUNE-2011 TO 28 JUNE 2011. IF
YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT R-ETURN THIS PROXY FORM UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. T-HANK YOU.
O.1 To approve financial statement as of 31-Dec-10 and report on Management For For
management activity. Proposal of profit allocation. To exam
Internal Auditors' report. Resolutions related thereto
CMMT PLEASE NOTE THAT ALTHOUGH THERE ARE 3 SLATES TO Non-Voting
BE 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 3 SLATES OF DIRECTORS. THANK
YOU
O.2.1 PLEASE NOTE THAT THIS IS A SHAREHOLDERS' PROPOSAL: Shareholder Against For
The candidate slate for the Board of Directors presented by
Groupe Lactalis SA, holding 33,840,033 odinary shares of
Parmalat S.p.A are the following: Antonio Sala, Marco Reboa,
Francesco Gatti, Francesco Tato, Daniel Jaouen, Marco Jesi,
Olivier Savary, Riccardo Zingales and Ferdinando Grimaldi
Gualtieri
O.2.2 PLEASE NOTE THAT THIS IS A SHAREHOLDERS' PROPOSAL: Shareholder
The candidate slate for the Board of Directors presented by
Mackenzie Financial corporation, holding 135,972,662 ordinary
shares, Skagen As, holding 95,375,464 ordinary shares and Zenit
Asset management holding 34,396,826 ordinary shares of
Parmalat S.p.A are the following: Rainer Masera, Massimo Rossi,
Enrico Salza, Peter Harf, Gerardus Wenceslaus Ignatius Maria
van Kesteren, Johannees Gerardus Maria Priem, Dario Trevisan,
Marco Pinciroli, Marco Rigotti, Francesco Daveri and Valter
Lazzari
O.2.3 PLEASE NOTE THAT THIS IS A SHAREHOLDERS' PROPOSAL: Shareholder
Group of Minority shareholders: Aletti Gestierre SGR S.p.A,
Anima SGR S.p.A, APG Algemene Pensioen Groep NV, Arca
SGR S.p.A, Bancoposta Fondi SGR, BNP Paribas Investment
partners SGR S.p.A, Eurizon Capital SGR S.p.A, Fideuram
gestions S.p.A, Governance for Owners LLP, Interfund Sicav,
Mediolanum Gestione fondi SGR and Pioneer investment
management SGRpa: The candidate slate for the Board of
Directors presented by Group of Minority shareholders holding
39,647,014 ordinary shares of Parmalat S.p.A are the following:
Gatetano Mele, Nigel Cooper and Paolo Dal Pino
CMMT PLEASE NOTE THAT ALTHOUGH THERE ARE 3 SLATES TO Non-Voting
BE ELECTED AS AUDITORS, THERE-IS ONLY 1 VACANCY
AVAILABLE TO BE FILLED AT THE MEETING. THE STANDING
INSTRUCT-IONS FOR THIS MEETING WILL BE DISABLED
AND, IF YOU CHOOSE, YOU ARE REQUIRED TO-VOTE FOR
ONLY 1 OF THE 3 SLATES. THANK YOU.
O.3.1 PLEASE NOTE THAT THIS IS A SHAREHOLDERS' PROPOSAL: Shareholder Against For
The candidate slate for the Internal Auditors presented by Groupe
Lactalis SA, holding 33,840,033 odinary shares of Parmalat S.p.A
are the following: Alfredo Malguzzi (Effective auditor), Roberto
Cravero (Effective auditor), Massimilano Nova (Effective auditor),
Andrea Lionzo (alternate auditor) and Enrico Cossa (alternate
auditor)
O.3.2 PLEASE NOTE THAT THIS IS A SHAREHOLDERS' PROPOSAL: Shareholder Against For
The candidate slate for the Internal Auditors presented by
Mackenzie Financial corporation, holding 135,972,662 ordinary
shares, Skagen As, holding 95,375,464 ordinary shares and Zenit
Asset management holding 34,396,826 ordinary shares of
Parmalat S.p.A are the following: Giorgio Picone (Effective
auditor), Paolo Alinovi (Effective auditor), Angelo Anedda
(Effective auditor), Andrea Foschi (alternate auditor) and Cristian
Tundo (alternate auditor)
O.3.3 PLEASE NOTE THAT THIS IS A SHAREHOLDERS' PROPOSAL: Shareholder Against For
The candidate slates for the Internal Auditors presented by Group
of Minority shareholders holding 39,647,014 ordinary shares of
Parmalat S.p.A are the following: Mario Stella Richter (Effective
auditor) and Michele Rutigliano (alternate auditor)
E.1 Proposal to issue ordinary shares, free of payment, for maximum Management For For
EUR 90,019,822 by using the allocation to issue new shares upon
partial amendment of the capital increase resolution approved by
the extraordinary shareholders meeting held on 01-Mar-05. To
modify art. 5 (Stock capital) of the Bylaw a part from stock
capital's nominal value approved by the shareholders meeting
held on 01-Mar-05. Resolution related thereto
E.2 Proposal to modify art. 8 (Shareholders Meeting), 9 (Proxy Voting) Management For For
and 23 (Audit) of the Bylaw and amendment of the audit
paragraph's title. Resolution related thereto
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 70
The GDL Fund
VECTOR AEROSPACE CORPORATION
SECURITY 921950101 MEETING TYPE Annual
TICKER SYMBOL VCAOF MEETING DATE 28-Jun-2011
ISIN CA9219501017 AGENDA 933474443 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------- ----------- ----- -----------
01 DIRECTOR Management
1 GORDON CUMMINGS For For
2 ROBERT J. DELUCE For For
3 BARRY ECCLESTON For For
4 F. ROBERT HEWETT For For
5 DONALD K. JACKSON For For
6 DECLAN O'SHEA For For
7 STEPHEN K. PLUMMER For For
8 KENNETH C. ROWE For For
9 COLIN D. WATSON For For
02 IN RESPECT OF THE REAPPOINTMENT OF ERNST & YOUNG Management For For
LLP AS AUDITORS OF THE CORPORATION FOR THE
ENSUING YEAR AND AUTHORIZING THE DIRECTORS TO FIX
THEIR REMUNERATION.
ALEO SOLAR AG, OLDENBURG
SECURITY D03137102 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 29-Jun-2011
ISIN DE000A0JM634 AGENDA 703096479 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------------------------------- ----------- ----- ------------
ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC Non-Voting
CONFLICTS 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.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL Non-Voting
14.06.2011. FURTHER INFORMATION ON CO-UNTER
PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER'S
WEBSITE (PLEASE REFER TO-THE MATERIAL URL SECTION
OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITE-
MS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND
VOTE YOUR SHARES DIRECTLY AT-THE COMPANY'S
MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED
IN THE BALLOT ON-PROXYEDGE.
1. Presentation of the financial statements of Aleo Solar AG 31 Non-Voting
December 2010, th-e approved consolidated financial statements
31 December 2010, the annual repo-rt for Aleo Solar AG and the
group including the explanatory report of the exe-cutive board. To
the information under 289 para 4 and para 5, 315 section 4 an-d
the report of the supervisory board
2. Resolution on the appropriation of retained earnings of Aleo Solar Management For For
AG
3. Resolution on the discharge of the members of the board Management For For
4. Resolution on the approval of the supervisory board Management For For
5. Appointment of auditors for the 2011 financial year: Management For For
PricewaterhouseCoopers AG
For German registered shares, the shares have to be registered Non-Voting
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. Please contact your client
services representativ-e if you require further information. Thank
you.
LAWSON SOFTWARE, INC.
SECURITY 52078P102 MEETING TYPE Special
TICKER SYMBOL LWSN MEETING DATE 29-Jun-2011
ISIN US52078P1021 AGENDA 933475142 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------- ----------- ------- ------------
01 TO CONSIDER AND VOTE UPON A PROPOSAL TO ADOPT Management For For
THE AGREEMENT AND PLAN OF MERGER, DATED AS OF
APRIL 26, 2011, BY AND AMONG LAWSON SOFTWARE, INC.,
OR LAWSON, GGC SOFTWARE HOLDINGS, INC., OR
PARENT, AND ATLANTIS MERGER SUB, INC., A WHOLLY
OWNED SUBSIDIARY OF PARENT, AS IT MAY BE AMENDED
FROM TIME TO TIME.
02 TO CONSIDER AND VOTE UPON A PROPOSAL TO ADJOURN Management For For
THE SPECIAL MEETING, IF NECESSARY 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 TO APPROVE, BY NON-BINDING, ADVISORY VOTE, CERTAIN Management Abstain Against
COMPENSATION ARRANGEMENTS FOR LAWSON'S NAMED
EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.
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 (formerly,The Gabelli Global Deal Fund)
By (Signature and Title)* /s/ Bruce N. Alpert
--------------------------------------------
Bruce N. Alpert, Principal Executive Officer
Date 8/10/11
----------
* Print the name and title of each signing officer under his or her
signature.